<PAGE>

                                                                       Exhibit A



                                HANDLEMAN COMPANY

                       AND CERTAIN BORROWING SUBSIDIARIES

                                CREDIT AGREEMENT

                           dated as of August 8, 2001

                         _______________________________

                             THE BANKS NAMED HEREIN

                         STANDARD FEDERAL BANK, as Agent

               KEYBANK NATIONAL ASSOCIATION, as Syndication Agent

                                       and

                      FIRSTAR BANK, as Documentation Agent

<PAGE>

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

                        1.1      Certain Definitions.................................
                        1.2      Other Definitions; Rules of Construction............

                  II.   THE COMMITMENTS, THE SWINGLINE FACILITY
                        AND THE ADVANCES.............................................

                        2.1      Commitment of the Banks.............................
                        2.2      Minimum Amounts; Limitation on
                                  Number of Borrowings...............................
                        2.3      Effect on Commitments...............................
                        2.4      Termination and Reduction of Commitments............
                        2.5      Fees................................................
                        2.6      Disbursement of Advances............................
                        2.7      Conditions for First Disbursement...................
                        2.8      Further Conditions for Disbursement.................
                        2.9      Subsequent Elections as to Borrowings...............
                        2.10     Limitation of Requests and Elections................

                  III.  PAYMENTS AND PREPAYMENTS.....................................

                        3.1      Principal Payments..................................
                        3.2      Interest Payments...................................
                        3.3      Letter of Credit Reimbursement Payments.............
                        3.4      Payment Method......................................
                        3.5      No Setoff or Deduction..............................
                        3.6      Payment on Non-Business Day;
                                  Payment Computations...............................
                        3.7      Additional Costs....................................
                        3.8      Illegality and Impossibility........................
                        3.9      Indemnification.....................................
                        3.10     Tax Documents.......................................
                        3.11     Applicable Lending Office...........................
                        3.12     Substitution of Lender..............................

                  IV.   REPRESENTATIONS AND WARRANTIES...............................

                        4.1      Corporate Existence and Power.......................
                        4.2      Corporate Authority.................................
                        4.3      Binding Effect......................................
                        4.4      Subsidiaries........................................
                        4.5      Litigation..........................................
                        4.6      Financial Condition.................................
                        4.7      Use of Loans........................................
                        4.8      Consents, Etc.......................................
                        4.9      Taxes...............................................
                        4.10     Title to Properties.................................
                        4.11     ERISA...............................................
                        4.12     Environmental and Safety Matters....................
                        4.13     Borrowing Base......................................
</TABLE>

                                        i

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<TABLE>
                           <S>                                                                              <C>
                           4.14     Investment Company Act .............................................
                           4.15     Public Utility Holding Company Act .................................
                           4.16     Solvency, etc. .....................................................
                           4.17     Intellectual Property ..............................................
                           4.18     Burdensome Obligations .............................................
                           4.19     Labor Matters ......................................................
                           4.20     No Default .........................................................

                  V.       COVENANTS ...................................................................

                           5.1      Affirmative Covenants ..............................................

                                    (a)     Preservation of Corporate Existence, Etc. ..................
                                    (b)     Compliance with Laws, Etc. .................................
                                    (c)     Maintenance of Properties; Insurance .......................
                                    (d)     Reporting Requirements .....................................
                                    (e)     Accounting; Access to Records, Books, Etc. .................
                                    (f)     Guaranties .................................................
                                    (g)     Further Assurances .........................................

                           5.2      Negative Covenants .................................................

                                    (a)     Debt Service Coverage Ratio ................................
                                    (b)     Leverage Ratio .............................................
                                    (c)     Tangible Net Worth .........................................
                                    (d)     Borrowing Base .............................................
                                    (e)     Liens ......................................................
                                    (f)     Merger; Etc. ...............................................
                                    (g)     Disposition of Assets, Etc. ................................
                                    (h)     Acquisitions ...............................................
                                    (i)     Nature of Business .........................................
                                    (j)     Investments, Loans and Advances ............................
                                    (k)     Limitations on Restrictive Agreements ......................
                                    (l)     Payments and Modification of Debt ..........................
                                    (m)     Additional Covenants .......................................
                                    (n)     Indebtedness and Contingent Liabilities ....................
                                    (o)     Transactions with Affiliates ...............................
                                    (p)     Dividends, Redemptions and Other Distributions .............

                  VI.      DEFAULT .....................................................................

                           6.1      Events of Default ..................................................
                           6.2      Remedies ...........................................................

                  VII.     THE AGENT AND THE BANKS .....................................................

                           7.1      Appointment and Authorization ......................................
                           7.2      Agent and Affiliates ...............................................
                           7.3      Scope of Agent's Duties ............................................
                           7.4      Reliance by Agent ..................................................
                           7.5      Default... .........................................................
</TABLE>

                                       ii

<PAGE>

<TABLE>
                  <S>                                                                               <C>
                           7.6      Liability of Agent..........................................
                           7.7      Nonreliance on Agent and Other Banks........................
                           7.8      Indemnification.............................................
                           7.9      Resignation of Agent........................................
                           7.10     Sharing of Payments.........................................

                  VIII.    GUARANTY ............................................................

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

                  IX.      MISCELLANEOUS........................................................

                           9.1      Amendments, Etc.............................................
                           9.2      Notices.....................................................
                           9.3      No Waiver By Conduct; Remedies Cumulative...................
                           9.4      Reliance on and Survival of Various Provisions..............
                           9.5      Expenses....................................................
                           9.6      Successors and Assigns......................................
                           9.7      Counterparts................................................
                           9.8      Governing Law; Consent to Jurisdiction......................
                           9.9      Table of Contents and Headings..............................
                           9.10     Construction of Certain Provisions..........................
                           9.11     Integration and Severability................................
                           9.12     Independence of Covenants...................................
                           9.13     Interest Rate Limitation....................................
                           9.14     Margin Stock................................................
                           9.15     Joint Obligations; Contribution Rights; Savings Clause......
                           9.16     Confidentiality.............................................
                           9.17     Waiver of Jury Trial........................................
</TABLE>

                                       iii

<PAGE>

         THIS CREDIT AGREEMENT, dated as of August 8, 2001 (as amended or
modified from time to time, this "Agreement"), is by and among HANDLEMAN
COMPANY, a Michigan corporation (the "Company"), each of the Subsidiaries of the
Company designated in Section 1.1 as a Borrowing Subsidiary (individually, a
"Borrowing Subsidiary" and, collectively, the "Borrowing Subsidiaries") (the
Company and the Borrowing Subsidiaries may each be referred to as a "Borrower"
and, collectively, as the "Borrowers"), the lenders party hereto from time to
time, (the "Banks" and individually, a "Bank"), STANDARD FEDERAL BANK, as
administrative agent for the Banks (in such capacity, the "Agent"), KEYBANK
NATIONAL ASSOCIATION, as syndication agent (in such capacity, the "Syndication
Agent") and FIRSTAR BANK, as documentation agent (in such capacity, the
"Documentation Agent").

                                  INTRODUCTION

                  The Borrowers desire to obtain a revolving credit facility,
including letters of credit, in the aggregate principal amount of $170,000,000
(or the equivalent thereof in any other permitted currency), in order to provide
funds for necessary working capital requirements and general corporate purposes
of the Borrowers, to refinance the debt described herein, for acquisitions and
capital expenditures by the Borrowers to the extent permitted hereunder and for
dividends and stock redemptions to the extent permitted hereunder, and the Banks
are willing to establish such a credit facility in favor of the Borrowers 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 I.
                                  DEFINITIONS

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

                  "Acquisition" shall mean any transaction, or any series of
related transactions, consummated on or after the date of this Agreement, by
which the Company or any of its Subsidiaries (i) acquires any going business or
all, substantially all or any substantial portion of the assets of any Person or
division thereof, whether through purchase of assets, merger or otherwise or
(ii) directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the Capital Stock of any Person.

                  "Adjusted EBITDA" of any person shall mean, for any period,
the Adjusted Net Income of such person for such period plus, without duplication
and to the extent deducted in the computation of such Net Income (a) Net
Interest Expense, (b) federal, state and local income taxes and other equivalent
taxes, including the Michigan single business tax, and (c) depreciation and
amortization expense, including without limitation recoupment of license
expense, all as determined in accordance with Generally Accepted Accounting
Principles.


                                       1

<PAGE>

                  "Adjusted Net Income" of any person shall mean, for any
period, the Net Income of such Person for such period minus, to the extent
included in determining such Net Income, each of the following, without
duplication: (i) gains or non-cash losses from the sale, exchange, transfer or
other disposition of property or assets not in the ordinary course of business
and related tax effects in accordance with Generally Accepted Accounting
Principles, (ii) any other extraordinary or non-recurring gains or other income
not from the continuing operation of such person and related tax effects in
accordance with Generally Accepted Accounting Principles and (iii) the income of
any Subsidiary of such person 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 and the income attributable to any minority interests.

                  "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 Facility Fee" shall mean, with respect to any
Application Period, the per annum rate set forth below based upon the Leverage
Ratio for the Determination Period, provided that the Applicable Facility Fee as
of the Effective Date is 0.25% :


--------------------------------------------------------------------------------
                                                              Facility Fee
    Leverage Ratio                                      under Section 2.5(a)

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

       * 1.00                                                    0.25%
--------------------------------------------------------------------------------

  **** 1.00 but * 1.50                                           0.25%
--------------------------------------------------------------------------------

  **** 1.50 but * 2.00                                           0.30%
--------------------------------------------------------------------------------

      **** 2.00                                                  0.40%
--------------------------------------------------------------------------------

* less than

**** Greater than or equal to

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

                                        2

<PAGE>

                  "Applicable Margin" shall mean, with respect to any
Application Period, the per annum rate set forth below based upon the Leverage
Ratio for the Determination Period, provided that as of the Effective Date the
Applicable Margin for Eurocurrency Rate Loans and Letter of Credit fees under
Section 2.5(b)(i) is 1.00% and the Applicable Margin for Floating Rate Loans is
0%:

---------------------------------------- ---------------------------------------
                                                           Eurocurrency Rate
                                                              Loans and
                                                           Letter of Credit Fee
     Leverage Ratio             Floating Rate Loans     Under Section 2.5(b)(i)

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

         * 1.00                         0%                       1.00%
--------------------------------------------------------------------------------

   **** 1.00 but * 1.50                 0%                       1.25%
--------------------------------------------------------------------------------

   **** 1.50 but * 2.00                 0%                       1.45%
--------------------------------------------------------------------------------

       **** 2.00                     0.10%                       1.85%
--------------------------------------------------------------------------------

* less than

**** Greater than or equal to

                  "Application Period" shall mean a period commencing with and
including the 60th day after the end of the most recently completed fiscal
quarter of the Company to and including the 59th day after the end of the next
following fiscal quarter of the Company or the next succeeding Business Day.

                  "Assignment and Acceptance" is defined in Section 9.6(d).

                  "Bank Obligations" shall mean all indebtedness, obligations
and liabilities, whether now owing or hereafter arising, direct, indirect,
contingent or otherwise, of the Borrowers to the Agent or any Bank pursuant to
the Loan Documents.

                  "Borrowing" shall mean the aggregation of Advances made to any
Borrower, or continuations and conversions of such Advances, made pursuant to
Article II on a single date and for a single Interest Period. A Borrowing may be
referred to for purposes of this Agreement by reference to the type of Loan
comprising the relating Borrowing, e.g., a "Floating Rate Borrowing" if such
Loans are Floating Rate Loans or a "Eurocurrency Rate Borrowing" if such Loans
are Eurocurrency Rate Loans.

                  "Borrowing Base" shall mean, as of any date, the sum of (a)
80% of the net accounts receivable of the Company, each Foreign Subsidiary which
is a Guarantor and each Domestic Subsidiary which are not subject to any Lien as
of such date and (b) 100% of the cash and cash equivalents of the Company, each
Foreign Subsidiary which is a Guarantor and each Domestic Subsidiary which are
not subject to any Lien as of such date, all as determined on a consolidated
basis in accordance with Generally Accepted Accounting Principles; provided that
the aggregate amount included in the Borrowing Base with respect to the net
accounts receivable and cash and cash equivalents of any Foreign Subsidiary
which is a Guarantor shall not exceed the amount of the Guaranty of such Foreign
Subsidiary if such Guaranty is limited in amount.

                  "Borrowing Subsidiary" shall mean any Subsidiary of the
Company or any other person upon request by the Company to the Agent for
designation of such Subsidiary or person as a "Borrowing

                                        3

<PAGE>

Subsidiary" hereunder so long as (a) the Required Banks consent to such
designation, (b) the Company guarantees the obligations of such new Borrowing
Subsidiary pursuant to the terms of Article VIII hereof and each Guarantor
guarantees the obligations of such new Borrowing Subsidiary pursuant to a
Guaranty, (c) such new Borrowing Subsidiary delivers all corporate or
organizational documents, legal opinions and authorizing resolutions reasonably
requested by the Agent, (d) the Borrowers and such new Borrowing Subsidiary
shall execute a joinder agreement in form acceptable to the Agent adding such
new Borrowing Subsidiary as a party to this Agreement and take such other
actions reasonably requested by Agent and (e) notwithstanding anything in this
Agreement to the contrary, Subsidiaries shall not be permitted to be Borrowing
Subsidiaries until the earlier of the date they are no longer prohibited from
being Borrowing Subsidiaries hereunder pursuant to the terms of the Senior Note
Documents or the date the Senior Notes are paid in full.

                  "British Pounds Sterling" or "(pound)" shall mean the lawful
currency of the United Kingdom.

                  "Business Day" shall mean a day other than a Saturday, Sunday
or other day on which (a) the Agent is not open to the public for carrying on
substantially all of its banking functions or (b) if such reference relates to
the date for payment or purchase of any amount denominated in any currency other
than Dollars, banks are not generally open to the public for carrying on
substantially all of their banking functions in the principal financial center
of the country issuing such currency.

                  "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.

                  "Capital Stock" shall mean (i) in the case of any corporation,
all capital stock 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 or any other form of equity securities,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited) and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

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

                  "Commitment" shall mean, with respect to each Bank, the
commitment of each such Bank to make Revolving Credit Loans and to participate
in Letter of Credit Advances and Swingline Loans made through the Agent pursuant
to Section 2.1, in amounts not exceeding in aggregate principal amount
outstanding at any time the respective commitment amount for each such Bank set
forth for such Bank on Schedule 1 hereto or otherwise established pursuant to
Section 9.1 or 9.6, as such amounts may be reduced from time to time pursuant to
Section 2.4.

                  "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.

                                        4

<PAGE>

                  "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 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 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.

                  "Debt Service Coverage Ratio" shall mean, as of any date, the
ratio of (a) the consolidated Adjusted EBITDA for the Company and its
Subsidiaries, less capital expenditures, license advances and acquired rights,
as calculated on a consolidated basis for the four most recently ended
consecutive fiscal quarters of the Company, to (b) the sum of the consolidated
Net Interest Expense of the Company and its Subsidiaries, as calculated on a
consolidated basis for the same four fiscal quarters, plus the current
maturities of all Indebtedness of the Company and its Subsidiaries as of such
date.

                  "Default" shall mean any of the events or conditions described
in Section 6.1 which might become an Event of Default with notice or lapse of
time or both.

                  "Defaulting Bank" shall mean any Bank that fails to make
available to the Agent such Bank's Loans required to be made hereunder or shall
have not made a payment required to be made to the Agent hereunder. Once a Bank
becomes a Defaulting Bank, such Bank shall continue as a Defaulting Bank until
such time as such Defaulting Bank makes available to the Agent the amount of
such Defaulting Bank's Loans and all other amounts required to be paid to the
Agent pursuant to this Agreement.

                  "Determination Date" shall mean, with respect to any
Application Period, the last day of the Determination Period for such
Application Period.

                  "Determination Period" shall mean, with respect to any
Application Period, the period of four consecutive fiscal quarters of the
Company ending with the fiscal quarter ending immediately preceding such
Application Period.

                  "Disqualified Stock" shall mean any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part prior to a
date one year after the Termination Date.

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

                  "Domestic Subsidiary" means each present and future Subsidiary
of the Company which is not a Foreign Subsidiary.

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

                                        5

<PAGE>

                  "Environmental Laws" at any date shall mean all provisions of
law, statute, ordinances, rules, regulations, judgments, writs, injunctions,
decrees, orders, awards and standards which are applicable to any Borrower or
any Subsidiary and 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, regulatory authority or commission of any of the foregoing
concerning the protection of, or regulating the discharge of substances into,
the environment.

                  "Equivalent" of an amount of one currency (the "first
currency") denominated in another currency (the "second currency"), as of any
date of determination, shall mean the amount of the second currency which could
be purchased with the amount of the first currency at the spot or other relevant
rate of exchange quoted by the Agent at approximately 11:00 a.m. on such date.

                  "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, with respect to any person, any
trade or business (whether or not incorporated) which, together with such person
or any Subsidiary of such person, would be treated as a single employer under
Section 414 of the Code.

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

                  "Eurocurrency Base Rate" applicable to any Interest Period
shall mean, the rate per annum obtained by dividing (a) the per annum rate of
interest at which deposits in the Permitted Currency in which such Eurocurrency
Rate Loan is to be denominated for such Interest Period and in an aggregate
amount comparable to the amount of the related Eurocurrency Rate Loan to be made
by the Agent in its capacity as a Bank hereunder are offered to the Agent by
other prime banks in the applicable interbank market selected by the Agent in
its reasonable discretion, at approximately 11:00 a.m. London time, on the
second Eurocurrency Business Day prior to the first day of such Interest Period,
by (b) 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 is specified
on the first day of such Interest Period by the Board of Governors of the
Federal Reserve System (or any successor agency thereto) or any governmental
authority (including any nation or government, any political subdivision thereof
and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government) having jurisdiction
with respect thereto, for determining the maximum reserve requirement with
respect to eurocurrency funding (currently referred to as "Eurocurrency
liabilities" in Regulation D) maintained by a member bank of such System; plus,
in each case, all other applicable costs, expenses and reserves (including
without limitation the cost of compliance with any existing requirements of the
Bank of England Act of 1998 and/or Bank of England and/or the Financial Services
Authority to place non-interest bearing or special deposits with the Bank of
England and/or pay fees to the Financial Services Authority in connection with
advances denominated in British Pounds Sterling) for any Eurocurrency Advance
denominated in any Optional Currency;

                                        6

<PAGE>

all as conclusively determined by the Agent, absent manifest error, such sum to
be rounded up, if necessary, to the nearest whole multiple of one one-hundredth
of one percent (1/100 of 1%).

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

                  "Eurocurrency Rate" shall mean, with respect to any
Eurocurrency Rate Loan for any Interest Period or portion thereof, the per annum
rate that is equal to the sum of (a) the Applicable Margin, plus (b) the
Eurocurrency Base Rate; which Eurocurrency Rate shall change simultaneously with
any change in such Applicable Margin.

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

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

                  "Federal Funds Rate" shall mean the per annum rate that is
equal to the per annum rate established and announced by the Agent from time to
time as the opening federal funds rate paid or payable by the Agent in its
regional federal funds market for overnight borrowings from other banks;

as conclusively determined by the Agent, absent manifest error, such rate 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 announced rates.

                  "Financial Officer" shall mean any of the chief financial
officer, vice president - controller, treasurer or assistant treasurer of the
Company.

                  "Floating Rate" shall mean the per annum rate equal to the sum
of (a) the Applicable Margin plus (b) the greater of (i) the Prime Rate in
effect from time to time, and (ii) the sum of one-half of one percent (1/2 of
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 Applicable
Margin, Prime Rate or Federal Funds Rate, as the case may be.

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

                  "Foreign Subsidiary" shall mean each Subsidiary organized
under the laws of a jurisdiction outside of the United States of America.

                  "Generally Accepted Accounting Principles" shall mean
generally accepted accounting principles in effect as of the Effective Date and
applied on a basis consistent with that reflected in the financial statements
referred to in Section 4.6.

                  "Guaranties" shall mean the guaranty entered into by the
Company for the benefit of the Agent and the Banks pursuant to Article VIII of
this Agreement and guaranties entered into by each of

                                        7

<PAGE>

the Guarantors for the benefit of the Agent and the Banks pursuant to Section
5.1(f) in substantially the form of Exhibit A hereto, as amended or modified
from time to time.

                  "Guarantor" shall mean each present and future Subsidiary of
the Company required to execute a Guaranty under Section 5.1(f) or otherwise
entering into a Guaranty from time to time and the Company (as a Guarantor under
Article VIII hereof); provided that, notwithstanding anything herein to the
contrary, only Domestic Subsidiaries which are Guarantors shall be considered
Guarantors for purposes of Article V of this Agreement and the interpretation of
all the covenants and other terms and provisions of Article V of this Agreement,
provided further that the foregoing shall not limit the obligations of any
Guarantor under its Guaranty.

                  "Indebtedness" of any person shall mean, as of any date, (a)
all obligations of such person for borrowed money and similar obligations, (b)
all obligations of such person as lessee under any Capital Lease, (c) the unpaid
purchase price for goods, property or services acquired by such person, except
for accounts payable arising in the ordinary course of business, (d) 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"), other than obligations incurred in the ordinary
course of business, (e) all obligations of such person in respect of any
interest rate or currency swap, rate cap or other similar transaction (valued in
an amount equal to the highest termination payment, if any, that would be
payable by such person upon termination for any reason on the date of
determination), and (f) all obligations of others similar in character to those
described in clauses (a) through (e) of this definition for which such person is
contingently liable, as obligor, guarantor, surety 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 letters of credit, surety bonds or similar obligations 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. Notwithstanding the foregoing, clause (f) shall not
include (i) obligations or guarantees owing or guaranteed by any Subsidiary or
the Company to or for the benefit of any other Subsidiary or the Company, or
(ii) Unfunded Benefit Liabilities.

                  "Interest Payment Date" shall mean (a) with respect to any
Eurocurrency Rate Loan, the last day of each Interest Period with respect to
such Eurocurrency 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, with respect to any Eurocurrency
Rate Loan, the period commencing on the day such Eurocurrency Rate Loan is made
or converted to a Eurocurrency Rate Loan and ending on the date one, two, three
or six months thereafter, as any Borrower may elect under Section 2.6 or 2.9,
and each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the date one, two, three or six months
thereafter, as any Borrower may elect under Section 2.6 or 2.9, provided,
however, that (a) any Interest Period which commences on the last Eurocurrency
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 Eurocurrency

                                        8

<PAGE>

Business Day of the appropriate subsequent calendar month, (b) each Interest
Period which would otherwise end on a day which is not a Eurocurrency Business
Day shall end on the next succeeding Eurocurrency Business Day or, if such next
succeeding Eurocurrency Business Day falls in the next succeeding calendar
month, on the next preceding Eurocurrency Business Day, and (c) no Interest
Period which would end after the Termination Date shall be permitted.

                  "Letter of Credit" shall mean a standby letter of credit,
having a stated expiry date not later than twelve months after the date of
issuance (provided that any such letter of credit may provide for the renewal
thereof for additional twelve month periods with the consent of the Agent) and
in any event not later than the twenty fifth Business Day before the Termination
Date, issued by the Agent on behalf of the Banks for the account of any Borrower
under an application and related documentation acceptable to the Agent
requiring, among other things, immediate reimbursement by such Borrower to the
Agent in respect of all drafts or other demands for payment honored thereunder
and all expenses paid or incurred by the Agent relative thereto.

                  "Letter of Credit Advance" shall mean any issuance of a Letter
of Credit under Section 2.6 made pursuant to Section 2.1 in which each Bank
acquires a pro rata risk participation pursuant to Section 2.6(d).

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

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

                  "Lien" shall mean any pledge, assignment, deed of trust,
hypothecation, mortgage, security interest, conditional sale or title retaining
contract, financing statement filing, or any other type of lien, charge,
encumbrance or other similar claim or right.

                  "Loan" shall mean any Revolving Credit Loan or Swingline Loan,
as the context may require.

                  "Loan Documents" shall mean this Agreement, the Notes, the
Letter of Credit Documents, the Guaranties and any other agreement, instrument
or document executed at any time in connection with this Agreement.

                  "Margin Stock" shall mean "margin stock" as defined in
Regulations U or X or "marginable OTC stock" or "foreign margin stock" within
the meaning of Regulation T or X.

                  "Material Adverse Change" shall mean any event, development or
circumstance that has had or would be reasonably likely to have a material
adverse effect on (a) the business, assets, property, condition (financial or
otherwise) or prospects of the Company and its Subsidiaries taken as a whole or
(b) the validity or enforceability of any Loan Document or the rights and
remedies of the Agent and the Banks thereunder.

                  "Material Subsidiary" shall mean, at any date of
determination, any Subsidiary of the Company that, together with its
Subsidiaries, (a) for the most recent fiscal quarter of the Company or the

                                        9

<PAGE>

most recent four consecutive fiscal quarters of the Company, accounted for more
than 10% of the consolidated revenues of the Company and its Subsidiaries or (b)
as of the end of the most recently ended fiscal quarter of the Company, was the
owner of more than 10% of the consolidated assets of the Company and its
Subsidiaries.

                  "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" of any person shall mean, for any period, the net
income (or loss) of such person for such period taken as a single accounting
period, determined in accordance with Generally Accepted Accounting Principles.

                  "Net Interest Expense" of any person shall mean, for any
period, all interest paid or payable by such person during such period, net of
any interest income for such period.

                  "Net Worth" of any person shall mean, as of any date, the
amount of any preferred stock, paid in capital and similar equity accounts plus
(or minus in the case of a deficit) the capital surplus and retained earnings of
such person and the amount of any foreign currency translation adjustment
account shown as a capital account of such person.

                  "Notes" shall mean the Revolving Credit Notes and the
Swingline Loan Note; "Note" shall mean any Revolving Credit Note or the
Swingline Loan Note.

                  "Optional Currency" shall mean any currency which is freely
transferable and convertible into Dollars and acceptable to all the Banks;
provided, that, subject to the terms of this Agreement (including without
limitation Sections 3.5 and 3.8), Euros and British Pounds Sterling shall be
deemed acceptable to the Banks.

                  "Original Dollar Amount" shall mean, with respect to any Loan,
the Equivalent in Dollars of the original principal amount of such Loan
specified in the related request therefor given by any Borrower pursuant to
Section 2.6(a) as such amount is reduced by payments of principal made in
respect of such Loan in Dollars (or the Equivalent in Dollars of the amount
thereof in the case of a payment made in the Optional Currency in which such
Loan is denominated) and (b) as such amount is adjusted pursuant to Section
3.1(e).

                  "Overdue Rate" shall mean (a) in respect of principal of
Floating Rate Loans, a rate per annum that is equal to the sum of two percent
(2%) per annum plus the Floating Rate, (b) in respect of principal of
Eurocurrency Rate Loans, a rate per annum that is equal to the sum of two
percent (2%) 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 two percent (2%) per annum plus the Floating
Rate (or, in the case of any Eurocurrency Rate Loan denominated in any Optional
Currency, the per annum rate equivalent to the Prime Rate for such currency as
determined by the Agent), and (c) in respect of other amounts payable by any
Borrower hereunder (other than interest), a per annum rate that is equal to the
sum of two percent (2%) 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.

                                       10

<PAGE>

                  "Permitted Currency" shall mean Dollars and any Optional
Currency.

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

                  "Person" or "person" shall include an individual, a
corporation, a limited liability company, 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, with respect to any person, any pension
plan (other than 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 such person, any Subsidiary of such person or any ERISA
Affiliate, or by any other person if such person, any Subsidiary of such person
or any ERISA Affiliate could have liability with respect to such pension plan.

                  "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 non-exempt transaction
involving any Plan which is proscribed by Section 406 of ERISA or Section 4975
of the Code.

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

                  "Regulation T" means Regulation T of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors.

                  "Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors.

                  "Regulation X" means Regulation X of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors.

                  "Reportable Event" shall mean a reportable event as described
in Section 4043(b) of ERISA including 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.

                  "Required Banks" shall mean Banks holding more than 66-2/3% of
the aggregate principal amount of the Advances then outstanding (or 66-2/3% of
the Commitments if no Advances are then outstanding).

                                       11

<PAGE>

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

                  "Revolving Credit Loan" shall mean any borrowing under Section
2.6 evidenced by the Revolving Credit Notes and made pursuant to Section 2.1.

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

                  "Same Day Funds" shall mean (a) with respect to disbursements
and payments in Dollars, immediately available funds, and (b) with respect to
disbursements and payments in any Optional Currency, same day or other funds as
may be determined by the Agent to be customary in the place of disbursement or
payment for the settlement of international banking transactions in such
Optional Currency.

                  "Senior Debt" shall mean the sum, without duplication, of all
Advances and all consolidated unsecured Indebtedness of the Company and its
Subsidiaries, exclusive of any interest rate or currency swap, rate cap or other
similar transaction. All reimbursement obligations, guarantees and other
Contingent Liabilities constituting Senior Debt shall be valued at the maximum
amount possible for such liability.

                  "Senior Notes" shall mean the Fifty Five Million Dollars 8.51%
Series B Senior Notes due November 18, 2001 and the Twenty Five Million Dollar
8.84% Series C Senior Notes due February 28, 2005 issued by the Company.

                  "Senior Note Documents" shall mean any indenture, notes or
other agreements, instruments or documents executed or issued in connection with
the Senior Notes.

                  "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 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(b).

                  "Swingline Loan" shall mean any loan evidenced by a Swingline
Note and made by the Agent to the Company pursuant to Section 2.1(b).

                                       12

<PAGE>

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

                  "Tangible Net Worth" of any person shall mean, as of any date,
the Net Worth of such person, less the net book value of all goodwill and
similar intangibles, including without limitation the excess of cost over book
value of any asset.

                  "Termination Date" shall mean the earlier to occur of (a)
August 6, 2004 and (b) the date on which the Commitments shall be terminated
pursuant to Section 2.4 or 6.2.

                  "Total Debt" shall mean, as of any date, all Indebtedness of
the Company and its Subsidiaries, determined on a consolidated basis in
accordance with Generally Accepted Accounting Principles. All reimbursement
obligations, guarantees and other Contingent Liabilities constituting Total Debt
shall be valued at the maximum amount possible for such liability.

                  "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland.

                  "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", "Banks", "Company", "Borrowing Subsidiary", "Borrowing
Subsidiaries" and "this Agreement" shall have the respective meanings ascribed
thereto in the introductory paragraph 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. 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 appears. References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided.

                                   ARTICLE II.
            THE COMMITMENTS, THE SWINGLINE FACILITY AND THE ADVANCES

                  2.1 Commitments of the Banks and the Swingline Facility. (a)
Each Bank agrees, for itself only, subject to the terms and conditions of this
Agreement, to make Revolving Credit Loans to the Borrowers pursuant to Section
2.6 and Section 3.3 and to participate in Letter of Credit Advances to the
Borrowers pursuant to Section 2.6 from time to time from and including the
Effective Date to but excluding the Termination Date not to exceed an aggregate
principal amount at any time outstanding the amount of its respective Commitment
as of the date any such Advance is made; provided, however, that (i) the
aggregate principal amount of Letter of Credit Advances outstanding at any time
shall not exceed $25,000,000, (ii) the Equivalent in Dollars of the aggregate
principal amount of all Advances in Optional Currencies outstanding at any time
shall not exceed $50,000,000, and (iii) the Equivalent in Dollars of the
aggregate principal amount of all Advances outstanding at any time shall not
exceed the aggregate

                                       13

<PAGE>

amount of the Commitments; and the Borrowers will not be entitled to obtain any
Advance if each such condition, in addition to other conditions contained
herein, is not satisfied both before and after giving effect to such Advance.
Notwithstanding anything herein to the contrary, Advances may only be used for
necessary working capital requirements and general corporate purposes of the
Borrowers, to refinance the debt described in Section 2.7(g), for acquisitions
and capital expenditures by the Borrowers to the extent permitted hereunder and
for dividends and stock redemptions to the extent permitted hereunder.

                           (b)      Swingline Loans. (i) The Company may request
the Agent to make, and the Agent may, in its sole discretion, make Swingline
Loans, for periods not exceeding ten Business Days, to the Company from time to
time on any Business Day during the period from the Effective Date until the
Termination Date in an aggregate principal amount not to exceed at any time the
lesser of (A) the Equivalent in Dollars of $20,000,000 (the "Swingline
Facility") and (B) the aggregate amount of Advances that could be but is not
borrowed as of such date. Each Bank's Commitment shall be deemed utilized by an
amount equal to such Bank's pro rata share (based on such Bank's Commitment) of
each Swingline Loan for purposes of determining the amount of Advances required
to be made by such Bank. Swingline Loans shall bear interest at a rate agreed to
by the Agent and the Company, provided that Swingline Loans shall bear interest
at the rate applicable to Floating Rate Loans at any time the Swingline Loans
are refunded by Floating Rate Loans or the Banks are required to purchase
participations therein under Section 2.1(b)(iii). 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(b)(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 Banks, and upon written notice thereof by the
Agent to such Banks and the Company, the Company shall be deemed to have
requested a Floating Rate Borrowing in an amount equal to the amount of such
Swingline Loan, and such Floating Rate Borrowing shall be made to refund such
Swing Line Loan. Each such Bank shall be absolutely and unconditionally
obligated to fund its pro rata share (based on such Bank's Commitment) of such
Floating Rate Borrowing or, if applicable, purchase a participating interest in
the Swingline Loans pursuant to Section 2.1(b)(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 Bank has or
may have against the Agent, or the Company or any of 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(b)(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 Bank, any Borrower 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  Floating  Rate Loans may not be
made by the Banks as described in Section 2.1(b)(ii) due to any Event of Default
pursuant to Section 6.1(i) or if the Banks are otherwise legally prohibited from
making Floating Rate Loans, then effective on the date each such Floating Rate
Loan would otherwise have been made, each Bank 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 Bank's Commitment, purchase a participating
interest in the Swingline Loans by paying its participation percentage thereof.
Each such Bank will immediately transfer to the Agent, in Same Day Funds, the

                                       14

<PAGE>

amount of its participation. After such payment to the Agent, each Bank 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 such Bank shall not have so made the amount of such
participating interest available to the Agent, such Bank 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 (A) in the case of the Company,
the interest rate specified above and (B) in the case of such Bank, 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.

                  2.2 Minimum Amounts; Limitation on Number of Borrowings.
Except for (a) Borrowings and conversions thereof which exhaust the entire
remaining amount of the Commitments, and (b) conversions or payments required
pursuant to Section 3.1 or Section 3.8, each Revolving Credit Loan and each
continuation or conversion pursuant to Section 2.9 and each prepayment thereof
shall be in a minimum amount of $1,000,000 and in integral multiples of $100,000
in the case of Floating Rate Loans, shall be in the minimum amount of
$100,000 in the case of Letter of Credit Advances and shall be in the minimum
amount of $5,000,000 and in integral multiples of $1,000,000 (or the approximate
Equivalent thereof in any applicable Optional Currency) in the case of
Eurocurrency Rate Loans or such lesser amount agreed to by the Agent.
Notwithstanding anything herein to the contrary, (i) the Borrowers shall not be
permitted to request (x) that any Revolving Credit Loan be denominated in any
currency other than a Permitted Currency or (y) that any Revolving Credit Loan
other than a Eurocurrency Rate Loan be denominated in a currency other than
Dollars and (ii) no more than ten Interest Periods will be allowed to exist at
any time with respect to all Eurocurrency Rate Loans outstanding hereunder.

                  2.3 Effect on Commitments. Notwithstanding anything in this
Agreement to the contrary, the sum of the aggregate principal amount of all
Revolving Credit Loans plus all Letter of Credit Advances (being the maximum
amount available to be drawn under the related Letters of Credit plus the amount
of any draws under Letters of Credit that have not been reimbursed) and all
Swingline Loans shall not at any time exceed the aggregate amount of the
Commitments of all Banks.

                  2.4 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 five days'
prior written notice of such termination or reduction to the Agent specifying
the amount and effective date thereof, (ii) each partial reduction of the
Commitments shall be in a minimum amount of $10,000,000 and in an integral
multiple thereof and shall reduce the Commitments of all of the Banks
proportionately in accordance with the respective Commitment amounts for each
such Bank, (iii) no such termination or reduction shall be permitted with
respect to any portion of the Commitments as to which a request for a Borrowing
pursuant to Section 2.6 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 2.4(a), whether optional or mandatory, may not be
reinstated. The Borrowers shall immediately prepay the Loans to the extent they
exceed the reduced aggregate Commitments pursuant hereto, and any reduction
hereunder shall reduce the Commitment amount of each Bank proportionately in
accordance with the respective Commitment amounts for each such Bank.

                                       15

<PAGE>

                      (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
Revolving Credit Loan deemed advanced in respect of the related reimbursement
obligation of the Borrower.

                  2.5 Fees. (a) The Borrowers agree to pay to the Banks a
facility fee on the amount of the Commitments, whether used or unused, for the
period from the Effective Date to but excluding the Termination Date, at a rate
equal to the Applicable Facility Fee. Accrued facility fees shall be payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the last Business Day of September, 2001, and on the
Termination Date.

                      (b) On or before the date of issuance of any Letter of
Credit, the Borrowers agree (i) to pay to the Banks a fee at a rate equal to the
Applicable Margin per annum, 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, which fees shall be payable annually in advance
(with the first such annual payment payable on the date of issuance of such
Letter of Credit and each twelve months thereafter if such Letter of Credit is
renewed) based upon the Applicable Margin at the time each such payment is made,
and (ii) to pay an additional fee to the Agent for its own account computed at
the rate of 0.125% per annum of such maximum amount for such period. If such
Letter of Credit does not remain outstanding through its stated expiry date, the
Banks will refund a pro rata portion of any such fees to the extent paid in
advance for the period cancelled. The Borrowers further agree to pay to the
Agent, on demand, such other 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 otherwise payable pursuant to
the application and related documentation under which such Letter of Credit is
issued.

                      (c) The Borrowers agree to pay to the Agent an agency fee
for its services as Agent under this Agreement in such amounts as may from time
to time be agreed upon by the Borrowers and the Agent.

                  2.6 Disbursement of Advances. (a) Any Borrower shall give the
Agent notice of its request for each Advance in substantially the form of
Exhibit D hereto not later than 10:00 a.m. Detroit time (i) three Eurocurrency
Business Days prior to the date such Advance is requested to be made if such
Borrowing is to be made as a Eurocurrency Rate Loan denominated in Dollars and
five Eurocurrency Business Days prior to the date such Advance is requested to
be made if such Borrowing is to be made as a Eurocurrency Rate Loan denominated
in any Optional Currency and (ii) five Business Days prior to the date any
Letter of Credit Advance is requested to be made and (iii) on the date such
Revolving Credit Loan is requested to be made in all other cases, which notice
shall specify whether a Eurocurrency Rate Loan, Floating Rate Loan or a Letter
of Credit Advance is requested and, in the case of each requested

                                       16

<PAGE>

Eurocurrency Rate Loan, the Interest Period to be initially applicable to such
Loan and the Permitted Currency in which such Loan or Letter of Credit Advance
is to be denominated. The Company shall give the Agent notice of its request for
each Swingline Loan in such form requested by the Agent not later than 10:00
a.m. Detroit time on the same Business Day such Swingline Loan is requested to
be made. The Agent, on the same day any such notice is given, shall provide
notice of each such requested Revolving Credit Loan (excluding Swingline Loans)
to each Bank. Subject to the terms and conditions of this Agreement, the
proceeds of each such requested Revolving Credit Loan and Swingline Loan shall
be made available to the Borrower requesting such Loan by depositing the
proceeds thereof, in Same Day Funds, in the case of any Revolving Credit Loan
denominated in Dollars in an account maintained and designated by such Borrower
at the principal office of the Agent, and, in all other cases, in an account
maintained and designated by such Borrower at a bank acceptable to the Agent in
the principal financial center of the country issuing the Optional Currency in
which such Loan is denominated or in such other place specified by the Agent or
such other office acceptable to 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 Banks
for the account of the Borrower requesting such Letter of Credit.
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 based
upon any legal or ethical concerns in its reasonable discretion.

                          (b)  Each Bank, on the date any Revolving  Credit Loan
is requested to be made, shall make its pro rata share of such Revolving Credit
Loan available in Same Day Funds for disbursement to the Borrower requesting
such Loan pursuant to the terms and conditions of this Agreement, in the case of
any Revolving Credit Loan denominated in Dollars, at the principal office of the
Agent and, in all other cases, to the account of the Agent at its designated
Applicable Lending Office for such Loan or at such other place specified by the
Agent. Unless the Agent shall have received written notice from any Bank prior
to the date such Revolving Credit Loan is requested to be made under this
Section 2.6 that such Bank will not make available to the Agent such Bank's pro
rata portion of such Loan, the Agent may assume that such Bank has made such
portion available to the Agent on the date such Loan is requested to be made in
accordance with this Section 2.6. If and to the extent such Bank 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 such Borrower, and such Bank
agrees 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
such Borrower by the Agent until the date such amount is repaid to the Agent, at
a rate per annum equal to the Federal Funds Rate (or, in the case of any
Eurocurrency Rate Loan denominated in any Optional Currency, the per annum rate
equivalent to the Federal Funds Rate for such currency as determined by the
Agent) then in effect for the first five days after the date of demand by the
Agent and thereafter at the interest rate applicable to such Loan. If such Bank
shall pay such amount to the Agent together with interest, such amount so paid
shall constitute a Revolving Credit Loan by such Bank as part of the related
Borrowing for purposes of this Agreement. The failure of any Bank to make its
pro rata portion of any such Borrowing available to the Agent shall not relieve
any other Bank of its obligation to make available its pro rata portion of such
Loan on the date such Loan is requested to be made, but no Bank shall be
responsible for failure of any other Bank to make such pro rata portion
available to the Agent on the date of any such Loan.

                          (c)  All Revolving Credit Loans shall be evidenced by
the Revolving Credit Notes and all Swingline Loans shall be evidenced by the
Swingline Note, and all such Loans shall be due

                                       17

<PAGE>

and payable and bear interest as provided in Article III. Each Bank is hereby
authorized by the Borrowers 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 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 Bank to record, or any error in recording, any such
information shall not relieve the Borrowers of their 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,
each Borrower may borrow Revolving Credit Loans and Swingline Loans under this
Section 2.6 and under Section 3.3, prepay Revolving Credit Loans and Swingline
Loans pursuant to Section 3.1 and reborrow Revolving Credit Loans and Swingline
Loans under this Section 2.6 and under Section 3.3.

                      (d)  Nothing in this Agreement shall be construed to
require or authorize any Bank 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 Banks, and the Commitment of each Bank 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 Bank 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 Bank on the
date such draft or demand is honored unless a Borrower shall have satisfied its
reimbursement obligation under Section 3.3 by payment to the Agent on such date.
Each Bank, on such date, shall make its pro rata share of the amount paid by the
Agent available in Same Day Funds at the principal office of the Agent for the
account of the Agent. If and to the extent such Bank shall not have made such
pro rata portion available to the Agent, such Bank and the Borrowers 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 (i) in the
case of the Borrowers, the interest rate then applicable to Floating Rate Loans
and (ii) in the case of such Bank, the Federal Funds Rate for the first five
days after the date of demand by the Agent and thereafter at the interest rate
then applicable to Floating Rate Loans. If such Bank shall pay such amount to
the Agent together with such interest, such amount so paid shall constitute a
Revolving Credit Loan by such Bank as part of the Revolving Credit Borrowing
disbursed in respect of the reimbursement obligation of the Company under
Section 3.3 for purposes of this Agreement. The failure of any Bank to make its
pro rata portion of any such amount paid by the Agent available to the Agent
shall not relieve any other Bank of its obligation to make available its pro
rata portion of such amount, but no Bank shall be responsible for failure of any
other Bank to make such pro rata portion available to the Agent.

                  2.7 Conditions for First Disbursement. The obligation of each
Bank to make its first Advance hereunder is subject to receipt by each Bank and
the Agent of the following documents and completion of the following matters, in
form and substance reasonably satisfactory to each Bank and the Agent; provided,
however, that, subject to the other terms and conditions of this Agreement, the
Banks shall be obligated to make Advances to the Company upon receipt of the
following documents and completion of the following matters with respect to the
Company and the Banks shall be obligated to make Advances to each other Borrower
upon delivery of such documents and completion of all such matters with respect
to such Borrower:

                                       18

<PAGE>

                          (a) Charter Documents. Certificates of recent date of
the appropriate authority or official of each Borrower's and Guarantor's
respective jurisdiction of incorporation or organization listing all charter
documents of each Borrower and Guarantor, on file in that office and certifying
as to the good standing and corporate existence of each Borrower and Guarantor,
together with copies of such charter documents of each Borrower and Guarantor,
certified as of a recent date by such authority or official and certified as
true and correct as of the Effective Date by a duly authorized officer of each
Borrower and Guarantor, respectively;

                          (b)  By-Laws and Corporate Authorizations. Copies of
the by-laws of each Borrower and Guarantor together with all authorizing
resolutions and evidence of other corporate action taken by each Borrower and
Guarantor to authorize the execution, delivery and performance by each Borrower
and Guarantor of the Loan Documents to which it is a party and the consummation
by each Borrower and Guarantor of the transactions contemplated hereby,
certified as true and correct as of the Effective Date by a duly authorized
officer of each Borrower and Guarantor, respectively;

                          (c)  Incumbency Certificate. Certificates of
incumbency of each Borrower and Guarantor containing, and attesting to the
genuineness of, the signatures of those officers authorized to act on behalf of
such Borrower and Guarantor in connection with the Loan Documents and the
consummation by such Borrower and Guarantor of the transactions contemplated
hereby, certified as true and correct as of the Effective Date by a duly
authorized officer of each Borrower and Guarantor;

                          (d)  Notes and Guaranties. The Notes duly executed on
behalf of the Borrowers and the Guaranty duly executed on behalf of the
Guarantors;

                          (e)  Legal Opinion. The favorable written opinion of
Honigman Miller Schwartz and Cohn LLP, counsel for the Borrowers and the
Guarantors in the form of Exhibit E attached hereto and a favorable written
opinion of such counsels for any Borrower organized in any jurisdiction outside
the United States, as may be required by the Agent;

                          (f)  Consents, Approvals, Etc. Copies of all
governmental and nongovernmental consents, approvals, authorizations,
declarations, registrations or filings, if any, required on the part of any
Borrower or 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 the Loan Documents, certified as
true and correct and in full force and effect as of the Effective Date by a duly
authorized officer of each Borrower or Guarantor, or, if none is required, a
certificate of such officer to that effect;

                          (g)  Existing Credit Agreement The Company shall pay
in full all indebtedness, obligations and other liabilities owing pursuant to
the Credit Agreement dated September 3, 1997, as amended, among the Company,
certain Subsidiaries of the Company, the banks party thereto, and Bank One,
Michigan, as agent, and shall terminate any commitments to make advances
thereunder;

                          (h)  Fees. The Company shall have paid the Agent and
the Banks all fees owing as of the Effective Date;

                          (i)  Financial Statements. The Agent shall have
received audited consolidated financial statements for the Company and
Subsidiaries for the fiscal years ending in 1998,

                                       19

<PAGE>

1999 and 2000, unaudited interim consolidated financial statements for the
Company and its Subsidiaries for each fiscal quarter ended after the most
recently ended fiscal year, three year projected income statements, balance
sheets and cash flow statements and such other financial statements as required
by the Agent, in each case in form and substance satisfactory to the Agent and
the Banks;

                          (j)  Solvency Certificate. A solvency and compliance
certificate, in form and substance satisfactory to the Agent, duly executed on
behalf of the Borrowers;

                          (k)  Senior Note  Documents. An amendment, in form and
substance satisfactory to the Banks, to the Senior Note Documents under which
all covenants and terms thereof are no more restrictive than the covenants and
terms of this Agreement and an intercreditor agreement among the holders of the
Senior Notes and Banks (to be signed by the Agent on behalf of the Banks, and
each Bank hereby authorizes the Agent to sign such intercreditor agreement on
their behalf), in form and substance satisfactory to the Banks; and

                          (l)  Miscellaneous. The Agent shall have received such
other agreements and documents and satisfied such other conditions as may be
reasonably requested by the Agent, including without limitation the Agent's
reasonable satisfaction with the insurance program maintained by the Company and
its Subsidiaries and the payment of all fees and expenses due to the Agent.

                  2.8     Further Conditions for Disbursement. The obligation of
each Bank to make any Advance (including its first Advance), or any continuation
or conversion under Section 2.9, is further subject to the satisfaction of the
following conditions precedent:

                          (a)  The representations and warranties contained in
Article IV hereof and in any other Loan Document shall be true and correct in
all material respects on and as of the date such Advance is made, continued or
converted (both before and after such Advance is made, continued or converted)
as if such representations and warranties were made on and as of such date;

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

                          (c)  In the case of any Letter of Credit Advance, the
Borrower requesting such Letter of Credit Advance 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 such Borrower.

Each Borrower shall be deemed to have made a representation and warranty to the
Banks 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 2.8. For
purposes of this Section 2.8, the representations and warranties contained in
Section 4.6 hereof shall be deemed made with respect to the most recent
financial statements delivered pursuant to Section 5.1(d)(iii).

                  2.9     Subsequent Elections as to Borrowings. Any Borrower
may elect (a) to continue a Eurocurrency Rate Borrowing of one type, or a
portion thereof, as a Eurocurrency Rate Borrowing of the then existing type, or
(b) may elect to convert a Eurocurrency Rate Borrowing, or a portion thereof, to

                                       20

<PAGE>

a Borrowing of another type or (c) elect to convert a Floating Rate Borrowing,
or a portion thereof, to a Eurocurrency Rate Borrowing, in each case by giving
notice thereof to the Agent in substantially the form of Exhibit F hereto not
later than 10:00 a.m. Detroit time (i) three Eurocurrency Business Days prior to
the date any such continuation of or conversion to a Eurocurrency Rate Borrowing
denominated in Dollars is to be effective, (ii) five Eurocurrency Business Days
prior to the date any such continuation of or conversion to a Eurocurrency Rate
Borrowing denominated in any Optional Currency is to be effective and (iii) the
date such continuation or conversion is to be effective in all other cases,
provided that an outstanding Eurocurrency Rate Borrowing may only be converted
on the last day of the then current Interest Period with respect to such
Borrowing, and provided, further, if a continuation of a Borrowing as, or a
conversion of a Borrowing to, a Eurocurrency Rate Borrowing is requested, such
notice shall also specify the Interest Period to be applicable thereto upon such
continuation or conversion and provided, further, that Loans may not be
converted from one Permitted Currency to a different Permitted Currency. The
Agent, on the day any such notice is given, shall provide notice of such
election to the Banks. If any Borrower shall not timely deliver such a notice
with respect to any outstanding Eurocurrency Rate Borrowing, the Borrower shall
be deemed to have elected to convert such Eurocurrency Rate Borrowing to a
Floating Rate Borrowing on the last day of the then current Interest Period with
respect to such Borrowing, provided that such Loans owing in any Optional
Currency shall not be automatically converted but shall be due and payable at
the end of the relevant Interest Period.

                  2.10 Limitation of Requests and Elections. Notwithstanding any
other provision of this Agreement to the contrary, if, upon receiving a request
for a Eurocurrency Rate Borrowing pursuant to Section 2.6, or a request for a
continuation of a Eurocurrency Rate Borrowing as a Eurocurrency Rate Borrowing
of the then existing type, or a request for conversion of a Eurocurrency Rate
Borrowing of one type to a Eurocurrency Rate Borrowing of another type, or a
request for a conversion of a Floating Rate Borrowing to a Eurocurrency Rate
Borrowing pursuant to Section 2.9, (a) in the case of any Eurocurrency Rate
Borrowing, deposits in the relevant Permitted Currency for periods comparable to
the Interest Period elected by the Borrower are not available to any Bank in the
relevant interbank or secondary market and such Bank has provided to the Agent
and the Borrowers a certificate prepared in good faith to that effect, or (b)
any Bank reasonably determines that the Eurocurrency Base Rate will not
adequately and fairly reflect the cost to such Bank of making, funding or
maintaining the related Eurocurrency Rate Loan and such Bank has provided to the
Agent and the Borrowers a certificate prepared in good faith to that effect, or
(c) by reason of national or international financial, political or economic
conditions or by reason of any applicable law, treaty, 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 Bank with any
directive of such authority (whether or not having the force of law), including
without limitation exchange controls, it is impracticable, unlawful or
impossible for any Bank (i) to make or fund the relevant Eurocurrency Rate
Borrowing or (ii) to continue such Eurocurrency Rate Borrowing as a Eurocurrency
Rate Borrowing of the then existing type or (iii) to convert a Loan to such a
Eurocurrency Rate Loan, and such Bank has provided to the Agent and the
Borrowers a certificate prepared in good faith to that effect, then the
Borrowers shall not be entitled, so long as such circumstances continue, to
request a Eurocurrency Rate Borrowing of the affected type pursuant to Section
2.6 or a continuation of or conversion to a Eurocurrency Rate Borrowing of the
affected type pursuant to Section 2.9. In the event that such circumstances no
longer exist, the Banks shall again honor requests, subject to this Agreement,
for Eurocurrency Rate Borrowings of the affected type pursuant to Section 2.6,
and requests for continuations of and conversions to Eurocurrency Rate
Borrowings of the affected type pursuant to Section 2.9.

                                       21

<PAGE>

                                  ARTICLE III.
                            PAYMENTS AND PREPAYMENTS

                  3.1      Principal Payments. (a) Unless earlier payment is
required under this Agreement, the Borrowers shall pay to the Banks on the
Termination Date the entire outstanding principal amount of the Advances.

                           (b) In addition to all other payments required
hereunder, as of the last Business Day of each month and as of any other date
requested by the Agent, if the Equivalent in Dollars of the outstanding
principal amount of all Advances exceeds the aggregate amount of the
Commitments, the Borrowers shall prepay the Advances, in such order as
determined by the Borrowers, in an amount such that the Equivalent in Dollars of
the outstanding principal amount of all Advances does not exceed the aggregate
amount of the Commitments as of such date, together with all amounts owing to
the Banks under Section 3.9 in connection therewith, if any.

                           (c) In addition to all other payments required
hereunder, as of the last Business Day of each month and as of any other date
requested by the Agent, if the Equivalent in Dollars of the outstanding
principal amount of all Advances in Optional Currencies exceeds $50,000,000, the
Borrowers shall prepay the Advances, in such order as determined by the
Borrowers, in an amount such that the Equivalent in Dollars of the outstanding
principal amount of all Advances in Optional Currencies does not exceed
$50,000,000 as of such date, together with all amounts owing to the Banks under
Section 3.9 in connection therewith, if any.

                           (d) The Borrowers may at any time and from time to
time prepay all or a portion of the Loans without premium or penalty, provided
that (i) a Borrower may not prepay any portion of any Loan as to which an
election for continuation of or conversion to a Eurocurrency Rate Loan is
pending pursuant to Section 2.9, and (ii) unless a Borrower pays all amounts
required pursuant to Section 3.9, any Eurocurrency Rate Loan may only be prepaid
on the last day of the then current Interest Period with respect to such Loan
and (iii) such prepayment shall only be permitted if a Borrower shall have given
not less than one Business Days' notice thereof with respect to prepayment of
Floating Rate Loans and three Eurocurrency Business Days' notice thereof with
respect to prepayment of Eurocurrency Rate Loan, such notice specifying the Loan
or portion thereof to be so prepaid and shall have paid to the Banks, together
with such prepayment of principal, all accrued interest to the date of payment
on such Loan or portion thereof so prepaid and all amounts owing to the Banks
under Section 3.9 in connection with such prepayment. 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 date.

                           (e) If, pursuant to Section 2.9, a Loan, or portion
thereof, is continued, such Loan or portion thereof shall be repaid on the last
day of the related Interest Period in the Permitted Currency in which such Loan
is then denominated and the Agent shall readvance to the Company the same amount
of such Permitted Currency as has been so repaid. For purposes of effecting the
repayment required by this Section 3.1(e), the Agent shall apply the proceeds of
such readvance toward the repayment of such Loan or portion thereof on the last
day of the related Interest Period. On the last day

                                       22

<PAGE>

of such Interest Period, the Original Dollar Amount of such Loan or portion
thereof shall be adjusted to the amount in Dollars resulting from the conversion
of the amount of such Permitted Currency so readvanced to Dollars determined as
of the second Business Day preceding such day. On the date of each such
continuation, if the Equivalent in Dollars on such date of all Advances,
including the Advances being continued, exceeds the aggregate amount of the
Commitments of the Banks, the Borrowers shall prepay the Advances, in such order
as determined by the Borrowers, in an amount such that the Equivalent in Dollars
of the outstanding principal amount of all Advances does not exceed the
aggregate amount of the Commitments as of such date, together with all amounts
owing to the Banks under Section 3.9 in connection therewith, if any.

                  3.2 Interest Payments. The Borrowers shall pay interest to the
Banks 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)  With respect to Revolving Credit Loans:

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

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

                      (b)  With respect to Swingline Loans, the rate agreed to
by the Agent and the Company, provided that Swingline Loans shall bear interest
at the rate applicable to Floating Rate Loans at any time the Swingline Loans
are refunded by Floating Rate Loans or the Banks are required to purchase
participations therein under Section 2.1(b)(iii).

Notwithstanding the foregoing paragraphs (a) and (b), the Borrowers shall pay
interest on demand at the Overdue Rate on the outstanding principal amount of
any Loan and any other amount payable by the Borrowers hereunder (other than
interest) on and after an Event of Default.

                  3.3 Letter of Credit Reimbursement Payments. (a)(i) The
Borrowers agree to pay to the Banks, 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 a Borrower shall have made such payment to
the Banks on such day, upon each such payment by the Agent, the Agent shall be
deemed to have disbursed to the Borrower for whose benefit the Letter of Credit
was issued, and such Borrower shall be deemed to have elected to satisfy its
reimbursement obligation by, a Revolving Credit Loan bearing interest at the
Floating Rate for the account of the Banks 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 Revolving Credit 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 Revolving Credit Loan so disbursed,
the reimbursement obligation of the Borrowers 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.

                                       23

<PAGE>


                           (ii)    If, for any reason (including without
limitation as a result of the occurrence of an Event of Default with respect to
any Borrower pursuant to Section 6.1(i)), Floating Rate Loans may not be made by
the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree 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 Bank 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 Bank's Commitment, purchase a participating
interest in each reimbursement amount. Each Bank will immediately transfer to
the Agent, in Same Day Funds, the amount of its participation. Each Bank 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 Bank shall not have so made the amount of such participating
interest available to the Agent, such Bank and the Borrowers 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 Borrowers, the interest rate then
applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal
Funds Rate for the first five days after the date of demand by the Agent and
thereafter at the interest rate then applicable to Floating Rate Loans.

                      (b)  The reimbursement obligation of the Borrowers under
this Section 3.3 shall be absolute, unconditional and irrevocable and shall
remain in full force and effect until all obligations of the Borrowers to the
Banks hereunder shall have been satisfied, and such obligations of the Borrowers
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 Borrowers:

                           (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 any Borrower 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
Bank 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 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;

                                       24

<PAGE>

                           (vi)  Any failure, omission, delay or lack on the
part of the Agent or any Bank 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 Bank 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 Bank 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 any Borrower 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 any Borrower has or may have against the
beneficiary of any Letter of Credit shall be available hereunder to any Borrower
against the Agent or any Bank.

                  Nothing in this Section 3.3 shall limit the liability, if any,
of the Banks to the Borrower pursuant to Section 9.5.

                  3.4 Payment Method. (a) All payments to be made by the
Borrowers hereunder will be made to the Agent for the account of the Banks (i)
in the case of principal and interest on any Loan, in the Permitted Currency in
which such Loan is denominated and (ii) in all other cases, in the otherwise
specified or relevant currency, and in all cases in immediately available,
freely transferable, cleared funds not later than 1:00 p.m. at the place for
payment on the date on which such payment shall be come due (x) in the case of
principal and interest on any Loan denominated in a Permitted Currency other
than Dollars, by credit to the account of the Agent at its designated branch or
correspondent bank in the country issuing the relevant Permitted Currency or in
such other place specified by the Agent with respect to such Loan pursuant to
Section 2.6(b), and (y) in all other cases to the Agent at the address of its
principal office 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. Each Borrower 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, a Borrower
shall, subject to the other terms and conditions of this Agreement, specify to
the Agent that Borrowing or other obligation of the Borrowers hereunder to which
such payment is to be applied. In the event that a Borrower 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 to obligations of the Borrowers to the Banks arising under this
Agreement.

                      (c)  On the day such payments are deemed received, the
Agent shall remit to the Banks their pro rata shares of such payments in Same
Day Funds, (i) in the case of payments of principal and interest on any
Borrowing denominated in a Permitted Currency other than Dollars, at an account
maintained and designated by each Bank at a bank in the principal financial
center of the country issuing the Permitted Currency in which such Borrowing is
denominated or in such other place specified by the Agent and (ii) in all other
cases, to the Banks at their respective address in the United States specified
for notices pursuant to Section 9.2. Such pro rata shares shall be determined
with respect to

                                       25

<PAGE>

each such Bank, (i) in the case of payments of principal and interest on any
Borrowing, 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 Banks included in such Borrowing and (ii) in the case of
fees paid pursuant to Section 2.5 and other amounts payable hereunder (other
than the Agent's fees payable pursuant to Section 2.5(c) and amounts payable to
any Bank under Section 3.7 or 3.9) by the ratio which the Commitment of such
Bank bears to the Commitments of all the Banks.

               (d)  This Agreement arises in the context of an international
transaction, and the specification of payment in a specific currency at a
specific place pursuant to this Agreement is of the essence. Such specified
currency shall be the currency of account and payment under this Agreement. The
obligations of the Borrowers hereunder shall not be discharged by an amount paid
in any other currency or at another place, whether pursuant to a judgment or
otherwise, to the extent that the amount so paid, on prompt conversion into the
applicable currency and transfer to the Banks under normal banking procedure,
does not yield the amount of such currency due under this Agreement. In the
event that any payment, whether pursuant to a judgment or otherwise, upon
conversion and transfer, does not result in payment of the amount of such
currency due under this Agreement, the Banks shall have an independent cause of
action against the Borrowers for the currency deficit.

               (e)  If for purposes of obtaining judgment in any court it
becomes necessary to convert any currency due hereunder into any other currency,
the Borrowers will pay such additional amount, if any, as may be necessary to
ensure that the amount paid in respect of such judgment is the amount in such
other currency which, when converted at the Agent's spot rate of exchange
prevailing on the date of payment, would yield the same amount of the currency
due hereunder. Any amount due from the Borrowers under this Section 3.4(e) will
be due as a separate debt and shall not be affected by judgment being obtained
for any other sum due under or in respect of this Agreement.

          3.5  No Setoff or Deduction. All payments of principal of and interest
on the Loans and other amounts payable by any Borrower hereunder shall be made
by such Borrower without setoff or counterclaim, and 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, unless required by applicable
laws. If any such taxes, levies, imposts, duties, fees, assessments, or other
charges are required to be withheld from any amounts payable hereunder with
respect to any Advance in any Optional Currency, the amounts so payable shall be
increased to the extent necessary to yield to the payee thereof the interest or
any such other amounts payable hereunder at the rates and in the amounts
specified in this Agreement.

          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 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,
except for interest on Loans denominated in British Pounds Sterling which shall
be calculated for actual days elapsed on the basis of a 365-day year.

                                       26

<PAGE>

          3.7  Additional Costs. (a) In the event that any applicable law,
treaty, rule or regulation (whether domestic or foreign) now or hereafter in
effect and whether or not currently applicable to any Bank or the Agent, or any
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof, or compliance by any Bank or
the Agent with any directive of any such authority (whether or not having the
force of law), shall (i) affect the basis of taxation of payments to any Bank or
the Agent of any amounts payable by any Borrower under this Agreement (other
than taxes imposed on the overall net income of the Bank or the Agent, by the
jurisdiction, or by any political subdivision or taxing authority of any such
jurisdiction, in which any Bank or the Agent, as the case may be, has its
principal office), or (ii) 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 Bank or the Agent, as the case may be,
or (iii) shall impose any other condition with respect to this Agreement, the
Commitments, the Notes or the Advances, and the result of any of the foregoing
is to increase the cost to any Bank or the Agent, as the case may be, of making,
funding or maintaining any Eurocurrency Rate Loan or to reduce the amount of any
sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay
to such Bank or the Agent, as the case may be, from time to time, upon request
by such Bank (with a copy of such request to be provided to the Agent) or the
Agent, additional amounts sufficient to compensate such Bank or the Agent, as
the case may be, for such increased cost or reduced sum receivable to the
extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as
the case may be, is not compensated therefor in the computation of the interest
rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the
case may be, seeking compensation hereunder shall deliver to the Borrowers a
statement setting forth (i) such increased cost or reduced sum receivable as
such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a
description of the event giving rise thereto, (iii) a calculation in reasonable
detail of the amounts requested and (iv) a statement that such Bank or the
Agent, as the case may be, has not allocated to its Commitment, Borrowings or
outstanding Loans a proportionately greater amount than is attributable to each
of its other credit extensions that are affected similarly by compliance by such
Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as
the case may be, allocates any portion of such amount to such other commitments
or credit extensions. Before delivery of such statement each Bank or the Agent,
as the case may be, shall use reasonable efforts in accordance with its normal
practices and procedures to reduce amounts payable under this Section 3.7(a).
Such statement as to the amount of such increased cost or reduced sum
receivable, prepared in good faith and in reasonable detail by such Bank or the
Agent, as the case may be, and submitted by such Bank or the Agent, as the case
may be, to the Borrowers, shall be conclusive and binding for all purposes
absent manifest error in computation.

               (b)  In the event that any applicable law, treaty, rule or
regulation (whether domestic or foreign) now or hereafter in effect and whether
or not currently applicable to any Bank or the Agent, but applicable to banks or
financial institutions generally, or any interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof, or compliance by any Bank or the Agent with any
directive of any such authority (whether or not having the force of law),
including any risk-based capital guidelines, affects the amount of capital
required or expected to be maintained by such Bank or the Agent (or any
corporation controlling such Bank or the Agent) and such Bank 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 Bank's or the Agent's obligations hereunder and
such increase has the effect of reducing the rate of return on such Bank'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

                                       27

<PAGE>

Bank or the Agent (or such controlling corporation) could have achieved but for
such circumstances (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by such Bank or the Agent to be material,
then the Borrowers shall pay to such Bank or the Agent, as the case may be, from
time to time, upon request by such Bank (with a copy of such request to be
provided to the Agent) or the Agent, additional amounts sufficient to compensate
such Bank or the Agent (or such controlling corporation) for any reduced rate of
return which such Bank or the Agent reasonably determines to be allocable to the
existence of such Bank's or the Agent's obligations hereunder. Each Bank or the
Agent, as the case may be, seeking compensation hereunder shall deliver to the
Borrowers a statement setting forth (i) such increased cost or reduced sum
receivable as such Bank or the Agent, as the case may be, has calculated in good
faith, (ii) a description of the event giving rise thereto, (iii) a calculation
in reasonable detail of the amounts requested and (iv) a statement that such
Bank or the Agent, as the case may be, has not allocated to its Commitment,
Borrowings or outstanding Loans a proportionately greater amount than is
attributable to each of its other credit extensions that are affected similarly
by compliance by such Bank or the Agent, as the case may be, whether or not such
Bank or the Agent, as the case may be, allocates any portion of such amount to
such other commitments or credit extensions. Before delivery of such statement
each Bank or the Agent, as the case may be, shall use reasonable efforts in
accordance with its normal practices and procedures to reduce amounts payable
under this Section 3.7(b). Such statement as to the amount of such compensation,
prepared in good faith and in reasonable detail by such Bank or the Agent, as
the case may be, and submitted by such Bank or the Agent to the Borrowers, shall
be conclusive and binding for all purposes absent manifest error in computation.

          3.8  Illegality and Impossibility. In the event that any applicable
law, treaty, rule or regulation (whether domestic or foreign) now or hereafter
in effect and whether or not currently applicable to any Bank, or any
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof, or compliance by any Bank
with any 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 Bank to maintain any Eurocurrency Rate Loan under this
Agreement or shall make it impracticable, unlawful or impossible for, or shall
in any way limit or impair the ability of, any Borrower to make or any Bank 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, the Borrowers shall upon receipt of
notice thereof from such Bank, repay in full the then outstanding principal
amount of each Eurocurrency Rate Loan so affected, together with all accrued
interest thereon to the date of payment and all amounts owing to such Bank under
Section 3.9, (a) on the last day of the then current Interest Period applicable
to such Loan if such Bank may lawfully continue to maintain such Loan to such
day, or (b) immediately if such Bank may not continue to maintain such Loan to
such day.

          3.9  Indemnification. If any Borrower makes any payment of principal
with respect to any Eurocurrency Rate Loan on any other date than the last day
of an Interest Period applicable thereto (whether pursuant to Section 3.8 or
Section 6.2 or otherwise), or if any Borrower fails to borrow any Eurocurrency
Rate Loan after notice has been given to the Banks in accordance with Section
2.6, the Borrowers shall reimburse each Bank on demand for any resulting net
loss or expense incurred by each such Bank after giving credit for any earnings
or other quantifiable financial benefit to such Bank from such Bank's investment
or other amounts prepaid or not reborrowed, including without limitation any
loss incurred in obtaining, liquidating or employing deposits from third
parties, whether or not such Bank

                                       28

<PAGE>

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
Bank and submitted by such Bank to the Borrowers, shall be conclusive and
binding for all purposes absent manifest error in computation, provided that
before delivery of such statement, each Bank shall use reasonable efforts in
accordance with its normal practices and procedures to reduce amounts payable
under this Section. Calculation of all amounts payable to such Bank under this
Section 3.9 shall be made as though such Bank shall have actually funded or
committed to fund the relevant Eurocurrency Rate Loan through the purchase of an
underlying deposit in an amount equal to the amount of such Loan and having a
maturity comparable to the related Interest Period; provided, however, that such
Bank may fund any Eurocurrency 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.

          3.10 Tax Documents (a) At least five Business Days prior to the first
date on which interest or fees are payable hereunder for the account of any
Bank, each Bank 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 W-8BEN or W-8ECI and Form W-8 or W-9 and any additional forms
necessary for claiming complete exemption from United States withholding taxes
(or any successor or substitute forms), certifying in either case that such Bank
is entitled to receive payments under this Agreement and the Loans without
deduction or withholding of any United States federal income taxes. Each Bank
which so delivers a Form W-8BEN or W-8ECI and a Form W-8 or W-9 and any
additional forms necessary for claiming complete exemption from United States
withholding taxes (or any successor or substitute forms) further undertakes to
deliver to each of the Company and the Agent two additional copies of such forms
(or any successor or substitute forms) on or before the date that such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form so delivered by it, and such amendments thereto
or extensions or renewals thereof as may be reasonably requested by the Company
or the Agent to the extent it may lawfully do so, in each case certifying that
such Bank is entitled to receive payments under this Agreement and the Loans
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 Bank from duly completing and delivering any such form with respect
to it and such Bank 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.

          (b)  If at any time any Subsidiary Borrower is a Foreign Subsidiary
organized under the laws of the United Kingdom or any political subdivision
thereof, each Bank which is neither a resident of the United Kingdom nor a bank
carrying on a bona fide banking business in the United Kingdom agrees to
furnish, to the extent it is able to do so, on or before the date such Bank
makes a Loan to any Borrower in the United Kingdom, to the Agent and the
relevant Borrower evidence satisfactory to the Agent and such Borrower that such
Bank has filed with the United Kingdom Inland Revenue a "Claim on Behalf of a
United States Domestic Corporation to Relief from United Kingdom Income Tax on
Interest and Royalties Arising in the United Kingdom" or other appropriate form
or forms of exemption from withholding tax and received from the Inland Revenue
authority that payments to such Bank by such Borrower hereunder may be made
gross; provided that such Bank's failure to furnish such evidence shall not
relieve such Borrower of any of its obligations under this Agreement.

                                       29

<PAGE>

          (c) If any governmental authority of any jurisdiction asserts a claim
that the Agent did not properly withhold tax from amounts paid to or for the
account of any Bank (because the appropriate form was not delivered or was not
properly executed, or because such Bank failed to notify the Agent of a change
in circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason relating to such Bank's failure to
comply with the terms of this Agreement) such Bank shall indemnify the Agent
fully for all amounts paid, directly or indirectly, by the Agent as tax or
otherwise, including penalties and interest, and including any taxes imposed by
any jurisdiction on the amounts payable to the Agent under this Section,
together with all costs and expenses (including attorney costs). The obligations
of the Bank under this subsection shall survive the payment of all Bank
Obligations.

          3.11 Applicable Lending Office. Each Bank and the Agent may make and
book its Loans and, in the case of the Agent, issue Letters of Credit, at any
Applicable Lending Office(s) selected by such Bank or the Agent, as the case may
be, and each Bank and the Agent may change its Applicable Lending Office(s) from
time to time. Each Bank may, by written notice to the Agent and the applicable
Borrower, designate one or more Applicable Lending Offices which are to make and
book Loans and for whose account Loan payments are to be made. The Agent may, by
written notice to the applicable Borrower, designate one or more Applicable
Lending Offices which are to make and book Swingline Loans and issue and book
Letters of Credit and for whose accounts Loan payments and Letter of Credit
reimbursements are to be made and through which its functions are to be
performed. All terms of this Agreement shall apply to any such Applicable
Lending Office(s) and the Notes shall be deemed held by each Bank and the Agent,
as the case may be, for the benefit of such Applicable Lending Office.

          3.12 Substitution of Bank. If (i) the obligation of any Bank to make
or maintain Eurocurrency Rate Loans has been suspended pursuant to Section 3.8
when not all Banks' obligations have been suspended or (ii) any Bank is a
Defaulting Bank, the Company shall have the right, if no Default or Event of
Default then exists, to replace such Bank (a "Replaced Bank") with one or more
other Banks or other lenders (collectively, the "Replacement Bank") acceptable
to the Agent, provided that (x) at the time of any replacement pursuant to this
Section 3.12, the Replacement Bank shall enter into one or more Assignment and
Acceptances, pursuant to which the Replacement Bank shall acquire the
Commitments and outstanding Advances and other obligations of the Replaced Bank
and, in connection therewith, shall pay to the Replaced Bank in respect thereof
an amount equal to the sum of (A) the amount of principal of, and all accrued
interest on, all outstanding Loans of the Replaced Bank, (B) the amount of all
accrued, but theretofore unpaid, fees owing to the Replaced Bank under Section
2.5 and (C) the amount which would be payable by the Borrowers to the Replaced
Bank pursuant to Section 3.9 if the Borrowers prepaid at the time of such
replacement all of the Loans of such Replaced Bank outstanding at such time and
(y) all obligations of the Borrowers then owing to the Replaced Bank (other than
those specifically described in clause (x) above in respect of which the
assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Bank concurrently with such replacement. Upon the
execution of the respective Assignment and Acceptances, the payment of amounts
referred to in clauses (x) and (y) above and, if so requested by the Replacement
Bank, delivery to the Replacement Bank of the appropriate Note or Notes executed
by the Borrowers, the Replacement Bank shall become a Bank hereunder and the
Replaced Bank shall cease to constitute a Bank hereunder. The provisions of this
Agreement (including without limitation Sections 3.7, 3.9 and 9.5) shall
continue to govern the rights and obligations of a Replaced Bank with respect to
any Loans made or any other actions taken by such Bank while it was a Bank.
Nothing herein shall release any Defaulting Bank from any obligation it may have
to the Borrowers, the Agent or any other Bank. Each Bank agrees to take

                                       30

<PAGE>

such actions, at the Company's expense, as may be reasonably necessary to effect
the foregoing if it shall become a Replaced Bank.

                                   ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

          Each Borrower represents and warrants to the Agent and the Banks that:

          4.1  Corporate Existence and Power. Each Borrower is a Person duly
organized, validly existing and in good standing under the laws of the state or
other political subdivision 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 the failure to be so qualified
would not result in a Material Adverse Change. Each Borrower 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 this Agreement and the Notes and to engage in the
transactions contemplated by this Agreement.

          4.2  Corporate Authority. The execution, delivery and performance by
each Borrower of this Agreement and the Notes have been duly authorized by all
necessary corporate action and are not in contravention of any material 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 such
Borrower's charter or by-laws, or of any material contract or undertaking to
which the Borrower is a party or by which the Borrower or its property is bound
or affected and do not result in the imposition of any Lien except for Permitted
Liens.

          4.3  Binding Effect. This Agreement is, and the Notes when delivered
hereunder will be, legal, valid and binding obligations of each Borrower
enforceable against each Borrower in accordance with their respective terms;
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to creditors' rights
and except that the remedy of specific performance and injunctive and other
forms of equitable relief are subject to equitable defenses and to the
discretion of the court before which any proceedings may be brought.

          4.4  Subsidiaries. Schedule 4.4 hereto correctly sets forth the
corporate name, jurisdiction of incorporation and ownership of each Subsidiary
of each Borrower. Each Subsidiary and each corporation becoming a Subsidiary of
any Borrower 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 be so qualified would not result in
a Material Adverse Change. Each Subsidiary of any Borrower 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 any Borrower 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 from time to time, are and will
be owned, beneficially and of record, by a Borrower or another Subsidiary of a
Borrower free and clear of any Liens.

                                       31

<PAGE>

          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 each Borrower's
knowledge, threatened against or affecting any Borrower or any of their
respective Subsidiaries before or by any court, governmental authority or
arbitrator, which if adversely decided would result, either individually or
collectively, in a Material Adverse Change and, to the best of the Company's
knowledge, there is no basis for any such action, suit or proceeding.

          4.6  Financial Condition. The consolidated balance sheet of the
Company and its Subsidiaries and the consolidated statements of income and cash
flow of the Company and its Subsidiaries for the fiscal year ended April 29,
2000 and reported on by PricewaterhouseCoopers, LLP independent certified public
accountants, and the consolidated balance sheet of the Company and its
Subsidiaries and the consolidated statements of income and cash flow of the
Company and its Subsidiaries for the fiscal quarter ended January 31, 2001 and
prepared by the Company, copies of which have been furnished to the Banks,
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 Material Adverse Change since April 29, 2000.

          4.7  Use of Loans. Each Borrower will use the proceeds of the Loans
for necessary working capital requirements and general corporate purposes of the
Borrowers, to refinance the debt described in Section 2.7(g), for acquisitions
and capital expenditures by the Borrowers to the extent permitted hereunder and
for dividends and stock redemptions to the extent permitted hereunder. No
Borrower 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, and no part of the
proceeds of any Loan 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 Loan, such Margin Stock will not constitute more than 25% of
the value of the assets (either of any Borrower alone or of the Borrowers and
their respective Subsidiaries on a consolidated basis) that are subject to any
provisions of this Agreement that may cause the Loans to be deemed secured,
directly or indirectly, by Margin Stock.

          4.8  Consents, Etc. Except for such consents, approvals,
authorizations, declarations, registrations or filings delivered by the
Borrowers pursuant to Section 2.7(f), if any, each of which is in full force and
effect, no consent, approval or authorization of or declaration, registration or
filing with any governmental authority or any nongovernmental person, including
without limitation any creditor, lessor or stockholder of any Borrower or
Guarantor, is required on the part of any Borrower or 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 the Loan Documents. The Company and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective properties if failure to comply
therewith could result in a Material Adverse Change.

                                       32

<PAGE>

          4.9  Taxes. The Company and its Subsidiaries have filed all material
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 except where the failure to file such returns, pay such
taxes or establish such reserves would not result in a Material Adverse Change.

          4.10 Title to Properties. Except as otherwise disclosed in the latest
balance sheet delivered pursuant to this Agreement, the Company or one or more
of its Subsidiaries have good and marketable fee simple title to all of the real
property, and a valid and indefeasible ownership interest in all of the other
properties and assets reflected in said balance sheet or subsequently acquired
by the Company or any such Subsidiary material to the business or financial
condition of the Company and its Subsidiaries taken as a whole, except for title
defects that would not result in a Material Adverse Change. All of such
properties and assets are free and clear of any Lien, except for Permitted
Liens.

          4.11 ERISA. The Borrowers, their respective Subsidiaries, their ERISA
Affiliates and their respective Plans are in substantial 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 with respect to any such Plan which would cause an Event of
Default. No Borrower, any of their respective Subsidiaries nor any of their
ERISA Affiliates is an employer with respect to any Multiemployer Plan. The
Borrowers, their respective Subsidiaries and their ERISA Affiliates have met the
minimum funding requirements under ERISA and the Code with respect to each of
their respective Plans, if any, and have not incurred any liability to the PBGC,
other than premiums which are not yet due and payable. The execution, delivery
and performance of this Agreement and the Notes does not constitute a Prohibited
Transaction. There is no material Unfunded Benefit Liability, determined in
accordance with Section 4001(a)(18) of ERISA, with respect to any Plan of any
Borrower, their respective Subsidiaries or their ERISA Affiliates.

          4.12 Environmental and Safety Matters. Except as disclosed on Schedule
4.12, each Borrower and each Subsidiary of each Borrower is in substantial
compliance with all material federal, state and local laws, ordinances and
regulations relating to safety and industrial hygiene or to the environmental
condition, including without limitation all material Environmental Laws in
jurisdictions in which any Borrower 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.
Except as disclosed on Schedule 4.12, no written demand, claim, notice, suit,
suit in equity, action, administrative action, investigation or inquiry whether
brought by any governmental authority, private person or otherwise, arising
under, relating to or in connection with any Environmental Laws is pending or,
to the best of each Borrower's knowledge, threatened against any Borrower or any
such Subsidiary, any real property in which any Borrower or any such Subsidiary
holds or has held an interest or any past or present operation of any Borrower
or any such Subsidiary which would result in a Material Adverse Change. Neither
any Borrower nor any Subsidiary of any Borrower (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, or (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. As to such matters disclosed on Schedule 4.12, none will
result in a Material Adverse Change. Except as set forth on Schedule 4.12, to
the best of each Borrower's

                                       33

<PAGE>

knowledge, 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 any Borrower or any of their respective Subsidiaries holds any
interest or performs any of its operations, in violation of any Environmental
Law.

          4.13 Borrowing Base. The Senior Debt is equal to or less than the
Borrowing Base.

          4.14 Investment Company Act. Neither the Company nor any Subsidiary is
an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940.

          4.15 Public Utility Holding Company Act. Neither the Company nor any
Subsidiary is a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company",
within the meaning of the Public Utility Holding Company Act of 1935.

          4.16 Solvency, etc. On the Effective Date, and immediately prior to
and after giving effect to the issuance of each Advance hereunder and the use of
the proceeds thereof, (a) each Borrower's and Guarantor's assets will exceed its
liabilities and (b) each of the Borrowers and Guarantors will be solvent, will
be able to pay its debts as they mature, will own property with fair saleable
value greater than the amount required to pay its debts and will have capital
sufficient to carry on its business as then constituted.

          4.17 Intellectual Property. The Company and each Subsidiary owns and
possesses or has a license or other right to use all patents, patent rights,
trademarks, trademark rights, trade names, trade name rights, service marks,
service mark rights and copyrights as are necessary for the conduct of the
business of the Company and its Subsidiaries, without any infringement upon
rights of others which could result in a Material Adverse Change.

          4.18 Burdensome Obligations. Neither the Company nor any Subsidiary is
a party to any agreement or contract or subject to any corporate or partnership
restriction which could result in a Material Adverse Change.

          4.19 Labor Matters. Neither the Company nor any Subsidiary is subject
to any labor or collective bargaining agreement. There are no existing or
threatened strikes, lockouts or other labor disputes involving the Company or
any Subsidiary that singly or in the aggregate could result in a Material
Adverse Change. Hours worked by and payment made to employees of the Company and
its Subsidiaries are not in violation of the Fair Labor Standards Act or any
other applicable law, rule or regulation dealing with such matters.

          4.20 No Default. No Event of Default or Default exists or would result
from the incurring by the Company of any Advances hereunder.


                                   ARTICLE V.
                                    COVENANTS

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<PAGE>

          5.1  Affirmative Covenants. Each Borrower covenants and agrees that,
until the Termination Date and thereafter until irrevocable payment in full of
the principal of and accrued interest on the Notes and the performance of all
other obligations of the Borrowers under this Agreement and the other Loan
Documents, unless the Required Banks shall otherwise consent in writing, it
shall, and shall cause each of its 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, except to the extent permitted by Section 5.2(f), and its
qualification as a foreign corporation in good standing in each jurisdiction in
which such qualification is necessary under applicable law, other than where
failure to so qualify will not result in a Material Adverse Change.

               (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 to the
extent that payment of any of the foregoing is then being contested in good
faith by appropriate legal proceedings, and except where failure to comply would
not result in a Material Adverse Change.

               (c)  Maintenance of Properties; Insurance. Maintain, preserve and
protect all property that is material to the conduct of the business of any
Borrower 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; and, 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, 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.

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

                    (i)  Promptly and in any event within three calendar days
after becoming aware of the occurrence of (A) any Event of Default or Default,
(B) the commencement of any material litigation against, by or affecting any
Borrower 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 if such contract or undertaking
is publicly disclosed, a statement of a Financial Officer setting forth details
of such Event of Default or Default or such litigation and the action which such
Borrower or such Subsidiary, as the case may be, has taken and proposes to take
with respect thereto;

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<PAGE>

                    (ii)    As soon as available  and in any event within 50
days after the end of each fiscal quarter of the Company, the consolidated
balance sheet of the Company and its Subsidiaries as of the end of such quarter,
and the related consolidated statements of income and cash flow for the period
commencing at the end of the previous fiscal year and ending with the end of
such quarter, 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 a Financial Officer as having been prepared in accordance with Generally
Accepted Accounting Principles, together with a certificate of a Financial
Officer stating (A) that no Event of Default or Default has occurred and is
continuing or, if an Event of Default or 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), (b), (c) and (d) hereof is in
conformity with the terms of this Agreement;

                    (iii)   As soon as  available  and in any event  within 100
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 and cash flow
of the Company and its Subsidiaries for such fiscal year, with a customary audit
report of PricewaterhouseCoopers, LLP or other independent certified public
accountants selected by the Company and acceptable to the Required Banks,
without qualifications unacceptable to the Required Banks, accompanied by any
management letter prepared by said accountants and 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 Event of Default or Default and if an
Event of Default or Default then 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), (b), (c) and (d) 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 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;

                    (v)     As soon as  available,  but in any event within 30
days after the beginning of each fiscal year of the Company, a copy of the plan
and forecast (including a projected consolidated balance sheet, income statement
and cash flow statement) of the Company and its Subsidiaries for such fiscal
year and for each fiscal year thereafter which begins on or before the
Termination Date;

                    (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 of any Borrower, their respective Subsidiaries or
any ERISA Affiliate filed with the PBGC, (B) a statement of a Financial Officer
setting forth the details of the occurrence of any Reportable Event with respect
to any such Plan, (C) a copy of any notice that any Borrower, any of their
respective Subsidiaries or any ERISA Affiliate may receive from the PBGC
relating to the intention of the PBGC to terminate any such Plan or to appoint a
trustee to administer any such Plan, or (D) a copy of any notice of failure to
make a required

                                       36

<PAGE>

installment or other payment within the meaning of Section 412(n) of the Code or
Section 302(f) of ERISA with respect to any such Plan; and

                    (vii)   Promptly,  such other  information  respecting  the
business, properties, operations or condition, financial or otherwise, of any
Borrower or any of their respective Subsidiaries as any Bank or the Agent may
from time to time 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
with prior notice to the Company, permit any Bank 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 Borrowers and
their respective Subsidiaries, and to discuss the affairs, finances and accounts
of the Borrowers and their respective Subsidiaries with their respective
directors, officers, employees and independent auditors, provided that
representatives of the Company selected by the Company are present during any
such visit or discussion, and by this provision the Company does hereby
authorize such persons to discuss such affairs, finances and accounts with any
Bank or the Agent subject to the above terms and conditions.

               (f)  Guaranties.  Cause to be executed and  delivered to the
Banks and the Agent Guaranties of certain present and future Domestic
Subsidiaries, such that at all times all Domestic Subsidiaries which are not
Guarantors do not, if considered in the aggregate as a single Subsidiary,
constitute a Material Subsidiary, and such that any Subsidiary guaranteeing or
otherwise liable on the Senior Notes is also a Guarantor hereunder, in each case
together with the other documentation relating to such Guaranty similar to that
required to be delivered by or on behalf of the Borrowers under Section 2.7 (a),
(b), (c), (e) and (f). Foreign Subsidiaries will also be required to be
Guarantors and deliver such other documentation if a material adverse tax
consequence would not result from such Foreign Subsidiary executing a Guaranty
or if they are guaranteeing or otherwise liable on the Senior Notes.

               (g)  Further  Assurances.  Will,  and will cause each  Guarantor
to, execute and deliver within 30 days after request therefor by the Required
Banks or the Agent, all further instruments and documents and take all further
action that may be necessary or desirable, in order to give effect to, and to
aid in the exercise and enforcement of the rights and remedies of the Banks and
the Agent under, this Agreement, the Notes and the other Loan Documents. In
addition, the Company agrees to deliver to the Agent and the Banks from time to
time upon the acquisition or creation of any Subsidiary not listed in Schedule
4.4 hereto supplements to Schedule 4.4 such that such Schedule, together with
such supplements, shall at all times accurately reflect the information provided
for thereon.

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

               (a)  Debt  Service  Coverage  Ratio.  Permit or suffer the Debt
Service Coverage Ratio to be less than 1.75 to 1.0 as of the end of any fiscal
quarter of the Company

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<PAGE>

               (b)  Leverage Ratio.  Permit or suffer the Leverage Ratio to be
greater than 2.50 to 1.0 at any time.

               (c)  Tangible  Net  Worth.  Permit or suffer  Consolidated
Tangible Net Worth of the Company and its Subsidiaries at any time to be less
than $210,157,200, plus 50% of Consolidated Net Income of the Company and its
Subsidiaries for each fiscal quarter of the Company ending after April 28, 2001,
provided that if such Consolidated Net Income is negative for any such fiscal
quarter, the amount added for such fiscal quarter shall be zero and it shall not
reduce the amount added for any other fiscal quarter.

               (d)  Borrowing  Base.  Permit or suffer the aggregate  Senior
Debt to exceed the  Borrowing  Base at any time.

               (e)  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;

                    (ii)    Liens  (other  than any Lien  imposed by ERISA)
created and maintained in the ordinary course of business which are not material
in the aggregate, and which would not result in a Material Adverse Change 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 and its Subsidiaries taken
as a whole;

                    (iv)    Each Lien  described  in  Schedule  5.2(e)  hereto
may be suffered to exist upon the same terms as those existing on the date
hereof, including extensions, renewals and replacements thereof so long as such
extension, renewal or replacement does not increase the principal amount of the
Indebtedness secured or extend such Lien to any other property, assets, rights
or revenues;

                                       38

<PAGE>

                    (v)     (A) any Lien in  property  or in rights  relating
thereto to secure any rights granted with respect to such property in connection
with the provision of all or a part of the purchase price or cost of the
construction of such property created contemporaneously with, or within 360 days
after such acquisition or the completion of such construction, or (B) any Lien
in property existing in such property at the time of acquisition thereof,
whether or not the debt secured thereby is assumed by the Company or a
Subsidiary, or (C) any Lien existing in the property of a corporation at the
time such corporation is merged into or consolidated with the Company or a
Subsidiary or at the time of a sale, lease, or other disposition of the
properties of a corporation or firm as an entirety or substantially as an
entirety to the Company or a Subsidiary; provided, in the case of (A), (B) and
(C), no such Liens shall exceed 100% of the fair market value of the related
property and not more than one such Lien shall encumber such property at any one
time;

                    (vi)    Liens  granted by any  Subsidiary  which is not a
Guarantor in favor of the Company or any Guarantor;

                    (vii)   The  interest  or title  of a  lessor  under  any
lease otherwise permitted under this Agreement with respect to the property
subject to such lease to the extent performance of the obligations of the
Company or its Subsidiary thereunder is not delinquent; and

                    (viii)  Other  Liens  on fixed  assets,  provided  that the
aggregate outstanding amount of all Indebtedness and other obligations secured
by all such Liens does not exceed $15,000,000.

               (f)  Merger;  Etc.  Merge or  consolidate  or amalgamate  with
any other person or take any other action having a similar effect, provided,
however, if no Event of Default or Default shall have occurred and be continuing
or would result therefrom on a pro forma basis reasonably acceptable to the
Agent and subject to Section 5.2(h) and the other terms of this Agreement, (i)
the Company may merge or consolidate with any Person that is not a Subsidiary
and is organized under the laws of, and located in, the United States of
America, Canada, Mexico or any nation that is a member state of the European
Union as of the date of this Agreement and each Subsidiary may merge or
consolidate with any such other Person, provided, further, that in the case of
any such merger or consolidation involving the Company, another Borrower or a
Guarantor, as the case may be, the Company, such Borrower or such Guarantor is
the surviving corporation, (ii) a Subsidiary of the Company may merge with the
Company, provided that the Company shall be the surviving corporation, (iii) a
Subsidiary of the Company may merge or consolidate with a Guarantor, provided
that the Guarantor shall be the surviving corporation and (iv) a Subsidiary
which is not a Guarantor may merge or consolidate with another wholly owned
Subsidiary of the Company.

               (g)  Disposition of Assets;  Etc. Sell,  lease,  license,
transfer, assign or otherwise dispose of any 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(g) 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 10% percent of such aggregate book value of
the Consolidated total assets of the Company and its Subsidiaries as of the most

                                       39

<PAGE>

recently ended fiscal year, and if immediately after such transaction, no
Default or Event of Default shall exist or shall have occurred and be
continuing. Notwithstanding the foregoing, (i) any Subsidiary may sell, lease,
transfer or otherwise dispose of its assets to the Company or any Domestic
Subsidiary, (ii) the Company may sell, lease, transfer or otherwise dispose of
its assets to a Guarantor, and (iii) the Company or any Subsidiary may sell,
lease, transfer or otherwise dispose of its assets in excess of the limitation
set forth above so long as the proceeds of such sale are used (x) to purchase or
committed to purchase other property of a similar nature of at least equivalent
value within six (6) months of such sale or (y) to prepay, on a pro rata basis
based on the outstanding principal amount thereof, the Advances (and to
permanently reduce the Commitments by a like amount) and the Senior Notes (if
the holders of the Senior Notes have waived any make whole or prepayment premium
in connection with such prepayment, and the Company represents that such holders
have waived any such make whole or prepayment premium), provided that if the
holders of the Senior Notes decline any such prepayment or portion thereof then
the amount of such prepayment allocable to the Senior Notes shall be applied to
the Advances.

               (h)  Acquisitions. Make any Acquisition unless each of the
following conditions is satisfied: (i) the total consideration, whether cash or
non-cash and including all deferred payments, Indebtedness assumed, the fair
market value of Capital Stock or other non-cash consideration and other
acquisition costs shall not exceed $35,000,000 for any individual Acquisition or
$100,000,000 in the aggregate for all Acquisitions after the Effective Date;
(ii) immediately before and after giving effect to such Acquisition, no Event of
Default or Default shall exist or shall have occurred and be continuing and the
representations and warranties contained in Article IV and in the other Loan
Documents shall be true and correct on and as of the date thereof (both before
and after such Acquisition is consummated) as if made on the date such
Acquisition is consummated and giving effect to such Acquisition, (iii) at least
five Business Days' prior to the consummation of such Acquisition, the Company
shall have provided to the Banks a certificate of a Financial Officer attaching
pro forma computations acceptable to the Agent to demonstrate compliance with
all financial covenants hereunder, and stating that such Acquisition complies
with this Section 5.2(h), all laws and regulations and that any other conditions
under this Agreement relating to such transaction have been satisfied, (iv) the
Company shall have delivered to the Agent all acquisition documents and other
agreements and documents relating to such Acquisition as requested by the Agent,
(v) after giving effect to such Acquisition, the Company will be able to borrow
at least $20,000,000 of additional Loans on a pro forma basis acceptable to the
Agent and (vi) the Board of Directors (or similar governing body) and the
management of the target of such Acquisition has approved such Acquisition.

               (i)  Nature of Business. Make or suffer any substantial change in
the nature of its business from that engaged in on the date hereof or engage in
any other businesses other than those in which it is engaged on the date hereof
or which are directly related to the businesses in which it is engaged in on the
date hereof.

               (j)  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 acquire all or
any material portion of the assets of any 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
permit any Subsidiary to do any of the foregoing; other than (i) extensions of
trade credit made in the ordinary course of business on customary credit terms
and commission, travel, relocation and similar advances made to officers and

                                       40

<PAGE>

employees in the ordinary course of business, (ii) loans and advances to
Guarantors, (iii) Acquisitions permitted pursuant to Section 5.2(h), (iv)
advances in the ordinary course of business for proprietary products, (v)
existing loans, advances and investments described in Schedule 5.2(j) hereto,
but no increase in the amount thereof, and (vi) other investments, loans and
advances in and to any Subsidiary of the Company in an aggregate amount at any
time outstanding not to exceed 20% of consolidated Net Worth of the Company and
its Subsidiaries, provided that such amount shall reduce to 10% of consolidated
Net Worth of the Company and its Subsidiaries after the date that Borrowing
Subsidiaries are permitted hereunder. In connection with any loan or advance
permitted under this Section 5.2(j), the Company acknowledges and agrees that
any such loan or advance shall be evidenced by an enforceable promissory note
and/or other agreements in form and substance reasonably acceptable to the Agent
providing for an enforceable obligation in favor of the Company or a Guarantor
to repay such loan or advance on or before the occurrence of any Event of
Default hereunder, and the Company will not, and will not permit any of its
Subsidiaries, to amend, waive, forgive or otherwise modify in any way any such
obligation to repay any such loan or advance, provided that the Company or a
Guarantor may convert loans and advances outstanding to Handleman U.K. Limited
as of the Effective Date to equity in an amount up to but not in excess of the
Equivalent in Dollars of $20,000,000 if no Event of Default exists at the time
of any such conversion or would exist immediately after giving effect to such
conversion.

               (k)  Limitations  on  Restrictive  Agreements.  (i) Enter into
any agreement with any person other than the Agent and the Banks pursuant hereto
and other than the holders of the Senior Notes pursuant to the Senior Note
Documents which prohibits or limits the ability of any Borrower 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;

       (ii)  enter into, or suffer to exist, any agreement with any Person which
in any way restricts or limits the ability of the Company to amend, modify,
supplement or otherwise alter the terms applicable to the Bank Obligations or
this Agreement; or

      (iii) enter into, or suffer to exist, any agreement with any Person which
in any way restricts or limits the ability of any Subsidiary to (x) pay
dividends or make other distributions to the Company or prepay any Indebtedness
owed to the Company or (y) transfer any of its property or assets to the
Company.

               (l)  Payments and  Modification  of Debt.  (i) Amend or otherwise
modify any instrument or agreement, other than the Senior Note Documents, under
which any of the Borrowers' or any of their Subsidiaries' Indebtedness is issued
or created or otherwise related thereto, except for any amendment which does not
(A) increase the interest rate, fees or other amounts payable thereon, (B)
change to any earlier dates any dates upon which any payments of principal,
interest or other amounts are due thereon, (C) change any event of default or
condition to an event of default with respect thereto (other than to eliminate
any such existing event of default or make it more favorable to the applicable
Borrower or to conform such default to a comparable Event of Default contained
in this Agreement), (D) change any affirmative or negative covenant in any
significant respect (other than to eliminate such covenant or make it more
favorable to the applicable Borrower or to conform any such covenants to
covenants contained in this Agreement or to make any financial covenants more
restrictive than the financial covenants contained in this Agreement), (E)
change the redemption, prepayment or defeasance provisions thereof (other than
any change which would make such provisions more favorable to the applicable
Borrower) or (F) make any other amendment or modification which, together with
all other

                                       41

<PAGE>

amendments or modifications made, would increase materially the obligations of
the obligor thereunder or confer any additional rights on the holders of such
Indebtedness which would be adverse to any Borrower or Guarantor or to the Agent
or any Banks, or (ii) other than the Indebtedness to the Banks and the Agent
pursuant hereto, make, or permit any Subsidiary to make, any optional payment,
prepayment or redemption of any of its or any of its Subsidiaries' Indebtedness
or enter into any agreement or arrangement providing for the defeasance of any
of such Indebtedness, provided that (x) any such existing Indebtedness may be
refinanced and extended provided that such refinancing does not decrease the
amount of or allow any payment on such Indebtedness other than those currently
required, shorten the maturity of any such Indebtedness, including any
installments due on such Indebtedness or impose any more restrictive covenants
or defaults than imposed by such existing Indebtedness and (y) the Indebtedness
owing pursuant to the Senior Notes may be prepaid in full by an Advance
hereunder or otherwise if no Default or Event of Default exists or would be
caused thereby.

               (m)  Additional  Covenants. If at any time any Borrower 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 provisions applicable to any of its Indebtedness which includes
covenants 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 Borrowers shall promptly so advise the Agent and the Banks.
Thereupon, if the Agent or the Required Banks shall request, upon notice to the
Borrowers, the Agents and the Banks shall enter into an amendment to this
Agreement or an additional agreement (as the Agent may request), providing for
substantially the same covenants and defaults as those provided for in such
instrument or agreement to the extent required and as may be selected by the
Agents. In addition to the foregoing, any covenants or defaults in any existing
agreements or other documents evidencing or relating to any Indebtedness of any
Borrower not substantially provided for in this Agreement or more favorable to
the holders of such Indebtedness, 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 or
defaults as incorporated herein.

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

                    (i)     the Bank Obligations;

                    (ii)    The Indebtedness and Contingent Liabilities
described on Schedule 5.2(n) hereto and refinancings thereof , but in each case
no increase in the amount thereof (as such amount is reduced from time to time)
and no modification of the terms thereof which are less favorable to the Company
or any of its Subsidiaries or more restrictive on the Company or any of its
Subsidiaries in any material manner shall be permitted;

                    (iii)   The Indebtedness under the Senior Notes, but in each
case no increase in the amount thereof (as such amount is reduced from time to
time);

                    (iv)    Indebtedness of the Company or any Subsidiary owing
to the Company or to any other Subsidiary to the extent permitted under Section
5.2(j); and

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<PAGE>

                    (v)     Guaranties by the Company of obligations of its
Foreign Subsidiaries organized under the laws of the United Kingdom owing to
their vendors in the ordinary course of business and not to exceed an aggregate
outstanding amount equal to the Equivalent in Dollars of $50,000,000; and

                    (vi)    Other Indebtedness and Contingent Liabilities not
exceeding an aggregate outstanding amount equal to ten percent (10%) of the
consolidated Net Worth of the Company and its Subsidiaries at any time.

               (o)  Transactions  with Affiliates. Enter into, become a party
to, or become liable in respect of, any contract or undertaking with any
Affiliate (other than a Guarantor) 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.

               (p)  Dividends,  Redemptions and Other Distributions. Make, pay,
declare or authorize any dividend, payment or other distribution in respect of
any class of its Capital Stock or 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 such
dividends, payments or other distributions to the extent payable solely in
shares of Capital Stock of the Company, provided, however, that the Company may
make, pay, declare or authorize any of the foregoing such dividends, payments
and other distributions subject to the satisfaction of each of the following
conditions: (i) the aggregate amount thereof shall not exceed the sum of
$25,000,000 plus 30% of the consolidated Adjusted Net Income of the Company and
its Subsidiaries, commencing with the first fiscal quarter ending after the
Effective Date, (ii) immediately before and after giving effect to such
dividend, payment or other distribution, no Event of Default or Default shall
exist or shall have occurred and be continuing and the representations and
warranties contained in Article IV and in the other Loan Documents shall be true
and correct on and as of the date thereof (both before and after giving effect
to such dividend, payment or other distribution) as if made on the date of such
dividend, payment or other distribution, (iii) at least 10 Business Days' prior
to the making of such dividend, payment or other distribution, the Company shall
have provided to the Banks a certificate of a Financial Officer attaching pro
forma computations acceptable to the Agent to demonstrate compliance with all
financial covenants hereunder after giving effect to such dividend, payment or
other distribution, provided that, for stock purchases to be made by the
Company, no such prior notice shall be required under this clause (iii) although
the Company shall ensure that it is in compliance with all such financial
covenants in connection with such purchase of its stock, and (iv) both before
and after giving effect to such dividend, payment or other distribution, the
Company was and will be able to borrow at least $20,000,000 of additional Loans
on a pro forma basis acceptable to the Agent. The Company will not issue any
Disqualified Stock.

                                   ARTICLE VI.
                                     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 by the Required Banks pursuant to Section 9.1:

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<PAGE>

               (a)  Nonpayment of Principal. Any Borrower shall fail to pay when
due any principal of the Notes or any reimbursement obligation under Section 3.3
(whether by deemed disbursement of a Revolving Credit Loan or otherwise); or

               (b)  Nonpayment of Interest. Any Borrower shall fail to pay when
due any interest or any fees or any other amount payable hereunder and such
failure shall remain unremedied for three Business Days; or

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

               (d)  Certain Covenants. Any Borrower shall fail to perform or
observe any term, covenant or agreement contained in Section 5.1(d) or Section
5.2 hereof; or

               (e)  Other Defaults. Any Borrower or any Guarantor shall fail to
perform or observe any other term, covenant or agreement contained in this
Agreement or any other Loan Document, and any such failure shall remain
unremedied for 10 calendar days after notice thereof shall have been given to
such Borrower or such Guarantor, as the case may be, by the Agent; or

               (f)  Cross Default. Any Borrower, 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 $10,000,000; or if any Borrower, any
Guarantor or any of their respective Subsidiaries fails to perform or observe
any other term, covenant or agreement contained in any agreement, document or
instrument evidencing or securing any such Indebtedness having such aggregate
outstanding principal amount, or under which any such Indebtedness was issued or
created, beyond any period of grace, if any, provided with respect thereto; or

               (g)  Judgments. One or more judgments or orders for the payment
of money in an aggregate amount of $10,000,000 shall be rendered against any
Borrower, 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 any Borrower, any Guarantor or any of their respective
Subsidiaries which causes or could result in a Material Adverse Change, and
either (i) such judgment or order shall have remained unsatisfied or uninsured
for a period of 21 days and such Borrower 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

               (h)  ERISA. The occurrence of a Reportable Event that results in
or could result in liability of any Borrower, any Guarantor, any Subsidiary of
any Borrower or their ERISA

                                       44

<PAGE>

Affiliates to the PBGC or to any Plan and such Reportable Event is not corrected
within thirty (30) days after the occurrence thereof; or the occurrence of any
Reportable Event which could constitute grounds for termination of any Plan of
any Borrower, any Guarantor, their respective Subsidiaries or their ERISA
Affiliates by the PBGC or for the appointment by the appropriate United States
District Court of a trustee to administer any such Plan and such Reportable
Event is not corrected within thirty (30) days after the occurrence thereof; or
the filing by any Borrower, any Guarantor, any Subsidiary of any Borrower or any
of their ERISA Affiliates of a notice of intent to terminate a Plan or the
institution of other proceedings to terminate a Plan; or any Borrower, any
Guarantor, any Subsidiary of any Borrower or any of their ERISA Affiliates shall
fail to pay when due any 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 of any Borrower, any Guarantor, their respective
Subsidiaries or their ERISA Affiliates; or any person engages in a Prohibited
Transaction with respect to any Plan which results in or could result in
liability of the any Borrower, any Guarantor, any Subsidiary of any Borrower,
any of their ERISA Affiliates, any Plan of any Borrower, any Guarantor, their
respective Subsidiaries or their ERISA Affiliates or fiduciary of any such Plan;
or failure by any Borrower, any Guarantor, any Subsidiary of any Borrower or any
of their ERISA Affiliates to make a required installment or other payment to any
Plan within the meaning of Section 302(f) of ERISA or Section 412(n) of the Code
that results in or could result in liability of any Borrower, any Guarantor, any
Subsidiary of any Borrower or any of their ERISA Affiliates to the PBGC or any
Plan; or the withdrawal of any Borrower, any Guarantor, any of their respective
Subsidiaries or any of their ERISA Affiliates from a Plan during a plan year in
which it was a "substantial employer" as defined in Section 4001(9a)(2) of
ERISA; or any Borrower, any Guarantor, any of their respective Subsidiaries or
any of their ERISA Affiliates becomes an employer with respect to any
Multiemployer Plan without the prior written consent of the Required Banks;
provided, however, that this Section 6.1(h) shall apply only to events or
occurrences which, when aggregated with all other events and occurrences
described in this Section 6.1(h), could result in liability to the Borrowers or
their respective Subsidiaries greater than $10,000,000; or

               (i)  Insolvency, Etc. Any Borrower, any Guarantor or any of their
respective Subsidiaries shall be dissolved or liquidated (or any judgment, order
or decree therefor shall be entered) other than any voluntary dissolution of a
Subsidiary by the Company pursuant to which all of the assets of such Subsidiary
are transferred to the Company or a Guarantor, 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 any
Borrower, 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 such
Borrower or such Subsidiary and is being contested by such Borrower 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 such
Borrower or such Subsidiary shall take any action (corporate or other) to
authorize or further any of the actions described above in this subsection; or

               (j)  Change of Control. The Company shall experience a Change of
Control. For purposes of this Section 6.1(j), a "Change of Control" shall occur
if during any twelve-month period (i) any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange

                                       45

<PAGE>

Act of 1934, as amended) shall have acquired beneficial ownership (within the
meaning of Rule 13D-3 promulgated by the Securities and Exchange Commission
under said Act) of 35% or more in voting power of the voting shares of the
Company that were outstanding as of the date of this Agreement and (ii) a
majority of the board of directors of the Company shall cease for any reason to
consist of individuals who as of a date twelve months prior to any date
compliance herewith is determined were directors of the Company; or

               (k)  Guaranties. Any Guaranty shall cease to be in full force and
effect or any Guarantor (or any person by, through or on behalf of such
Guarantor) shall contest in any manner the validity, binding nature or
enforceability of any Guaranty; or

               (l)  Licenses/Contracts. Any material license or contract of the
Company or any of its Subsidiaries is amended in any manner or terminated and
such amendment or termination could result in a Material Adverse Change; or

               (m)  Material Adverse Change. The occurrence of any Material
Adverse Change.

          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 Banks, shall by notice to the Company (i) terminate the Commitments or
(ii) declare the outstanding principal of, and accrued interest on, the Notes
and all other amounts owing under this Agreement to be immediately due and
payable, or (iii) demand immediate delivery of cash collateral, and the
Borrowers agree 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 cash collateral, shall become immediately due and payable,
provided that in the case of any event or condition described in Section 6.1(i)
with respect to any Borrower, the Commitments shall automatically terminate
forthwith and all such amounts, including 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 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 Borrowers' obligations under the Loan Documents to the Banks
and the Agent.

               (b)  The Agent may and, upon being directed to do so by the
Required Banks, 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 or
the Banks, whether arising under this Agreement, the Notes, any other 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 this Agreement, in the Notes or in any other
Loan Document or in aid of the exercise of any power granted in this Agreement,
the Notes or any other Loan Document.

               (c)  Upon the occurrence and during the continuance of any Event
of Default, each Bank may at any time and from time to time exercise any of its
rights of set off or bankers lien that it may possess by common law or statute
without prior notice to the Borrowers, provided that

                                       46

<PAGE>

each Bank may also set off against any deposit whether or not it is then
matured. Each Bank agrees to promptly notify the Company after any such setoff
and application, provided that the failure to give such notice shall not effect
the validity of such setoff and application. The rights of such Bank under this
Section 6.2(c) are in addition to other rights and remedies which such Bank may
have.

                                  ARTICLE VII.
                             THE AGENT AND THE BANKS

          7.1  Appointment and Authorization. Each Bank hereby irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the Notes 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 Banks, and the Borrowers shall not 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 Banks 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 Borrowers.

          7.2  Agent and Affiliates. Standard Federal Bank in its capacity as a
Bank hereunder shall have the same rights and powers hereunder as any other Bank
and may exercise or refrain from exercising the same as though it were not the
Agent. Standard Federal Bank and its affiliates may (without having to account
therefor to any Bank) accept deposits from, lend money to, and generally engage
in any kind of banking, trust, financial advisory or other business with any
Borrower or any Subsidiary of any Borrower 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 Banks.

          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 this Agreement, have a fiduciary relationship with any Bank, and no
implied covenants, responsibilities, duties, obligations or liabilities shall be
read into this Agreement or shall otherwise exist against the Agent. As to any
matters not expressly provided for by this Agreement (including, without
limitation, collection and enforcement actions under the Notes), 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 written
instructions of the Required Banks and may request instructions from the
Required Banks. The Agent shall in all cases be fully protected in acting, or in
refraining from acting, pursuant to the written instructions of the Required
Banks, which instructions and any action or omission pursuant thereto shall be
binding upon all of the Banks; 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 this
Agreement, the Notes 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

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<PAGE>

(including without limitation collateral agents) and may consult with legal
counsel (who may be counsel for the Borrowers), independent public accountants
and other experts selected by it and shall not be liable to the Banks, 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 Bank or a Borrower 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 thereof to
the Banks.

          7.6  Liability of Agent. Neither the Agent nor any of its directors,
officers, agents, or employees shall be liable to the Banks for any action taken
or not taken by it or them in connection herewith with the consent or at the
request of the Required Banks 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 or any Note or any Guaranty, 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 any Borrower 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 this Agreement, the
Notes or any other Loan Document or any collateral subject thereto or any other
instrument or document furnished in connection herewith.

          7.7  Nonreliance on Agent and Other Banks. Each Bank acknowledges and
agrees that it has, independently and without reliance on the Agent or any other
Bank, and based on such documents and information as it has deemed appropriate,
made its own credit analysis of the Borrowers and decision to enter into this
Agreement and that it will, independently and without reliance upon the Agent or
any other Bank, 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 any
Borrower or any Guarantor of this Agreement, the Notes or any other documents
referred to or provided for herein or to inspect the properties or books of any
Borrower or any Guarantor and, except for notices, reports and other documents
and information expressly required to be furnished to the Banks by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Bank with any information concerning the affairs, financial condition or
business of the Borrowers or any of their respective Subsidiaries which may come
into the possession of the Agent or any of its affiliates.

          7.8  Indemnification. The Banks agree to indemnify the Agent (to the
extent not reimbursed by the Borrowers, but without limiting any obligation of
the Borrowers 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 this Agreement or the transactions contemplated hereby or any
action taken or omitted by the Agent under this Agreement, provided, however,
that no Bank shall be liable for any portion of such

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<PAGE>

claims, damages, losses, liabilities, costs or expenses resulting from the
Agent's gross negligence or willful misconduct. Without limitation of the
foregoing, each Bank 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
Borrowers, but without limiting the obligation of the Borrowers to make such
reimbursement. Each Bank agrees to reimburse the Agent promptly upon demand for
its ratable share of any amounts owing to the Agent by the Banks 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 Banks and cease, or not commence, to take
any action until such additional indemnity is furnished.

          7.9  Resignation of Agent. The Agent may resign as such at any time
upon thirty days' prior written notice to the Borrowers and the Banks. In the
event of any such resignation, the Required Banks shall, by an instrument in
writing delivered to the Borrowers and the Agent, appoint a successor, which
shall be a Bank or any other 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. The Agent shall consult with the Borrowers and keep the
Borrowers informed regarding the appointment of a successor Agent. If a
successor is not so appointed or does not accept such appointment before the
Agent's resignation becomes effective, the resigning Agent may appoint a
temporary successor to act until such appointment by the Required Banks is made
and accepted or if no such temporary successor is appointed as provided above by
the resigning Agent, the Required Banks shall thereafter perform all the duties
of the Agent hereunder until such appointment by the Required Banks is made and
accepted. Any successor to the Agent shall execute and deliver to the Borrowers
and the Banks 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 Borrowers and the
resigning 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 resigning 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 Banks agree among themselves that, in
the event that any Bank shall obtain payment in respect of any Advance or any
other obligation owing to the Banks 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 Banks on account of the
Advances and other obligations (or if no Advances are outstanding, ratably
according to the respective amounts of the Commitments), such Bank shall
promptly purchase from the other Banks 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 Banks share such payment in
accordance with such ratable shares. The Banks further agree among themselves
that if payment to a Bank obtained by such Bank 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 Bank which shall have shared the
benefit of such payment shall, by

                                       49

<PAGE>

repurchase of participations theretofore sold, return its share of that benefit
to each Bank whose payment shall have been rescinded or otherwise restored. The
Borrowers agree that any Bank 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 Bank were a holder of such Advance or other obligation in the
amount of such participation. The Banks further agree among themselves that, in
the event that amounts received by the Banks 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
Banks under this Agreement, other than agency fees payable pursuant to Section
2.5(c) of this Agreement which shall be paid on a pro rata basis with amounts
owing to the Banks. Except as otherwise expressly provided in this Agreement, if
any Bank or the Agent shall fail to remit to the Agent or any other Bank an
amount payable by such Bank or the Agent to the Agent or such other Bank
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 Bank
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 Banks and the Agent that if the Agent or any Bank shall engage in any
other transactions with any Borrower 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 or such Bank 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 Other Agents. Neither the Syndication Agent nor the
Documentation Agent nor any "co-agent" in its capacity as such shall have any
rights, duties or responsibilities hereunder, or any fiduciary relationship with
any Bank, and no implied covenants, functions, responsibilities, duties,
obligations, or liabilities shall be read into this Agreement or otherwise exist
against any it in such capacity.

                                  ARTICLE VIII.
                                    GUARANTY

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

                  8.1  Guarantee of Obligations. (a) The Company hereby (i)
guarantees, as principal obligor and not as surety only, to the Banks 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 Borrowing Subsidiaries to the Banks and the Agent
under this Agreement when due, whether by scheduled maturity, acceleration or
otherwise, all in accordance with the terms of this Agreement and the Notes,
including, without limitation, default interest, indemnification payments and
all reasonable costs and expenses incurred by the Banks and the Agent in
connection with enforcing any obligations of the Borrowing Subsidiaries
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

                                       50

<PAGE>

part of the Borrowing Subsidiaries and (iii) agrees to make prompt payment, on
demand, of any and all reasonable costs and expenses incurred by the Banks or
the Agent in connection with enforcing the obligations of the Company hereunder,
including, without limitation, the reasonable fees and disbursements of counsel
(all of the foregoing being collectively referred to as the "Guaranteed
Obligations").

                      (b)  If for any reason any duty,  agreement or obligation
of any Borrowing Subsidiary contained in this Agreement shall not be performed
or observed by any Borrowing Subsidiary 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, the Company 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 Banks
regardless of any defense or setoff or counterclaim which any Borrowing
Subsidiary may have or assert, and regardless of any other condition or
contingency.

                  8.2 Nature of Guaranty. The obligations of the Company
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 Banks and the Agent and are not
contingent upon the pursuit by the Banks and the Agent of any such rights and
remedies, such pursuit being hereby waived by the Company.

                  8.3 Waivers and Other Agreements. The Company hereby
unconditionally (a) waives any requirement that the Banks or the Agent, upon the
occurrence of an Event of Default first make demand upon, or seek to enforce
remedies against any Borrowing Subsidiary before demanding payment under or
seeking to enforce the obligations of the Company hereunder, (b) covenants that
the obligations of the Company hereunder will not be discharged except by
complete performance of all obligations of the Borrowing Subsidiary contained in
this Agreement and the Notes, (c) agrees that the obligations of the Company
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, the Notes or any other
Loan Document, or any limitation on the liability of the Borrowing Subsidiaries
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 Borrowing Subsidiaries under or in connection
with this Agreement, the Notes or any other Loan Document, and further waives
any requirement of notice of acceptance of, or other formality relating to, the
obligations of the Company hereunder and (e) agrees that the Guaranteed
Obligations shall include any amounts paid by the Borrowing Subsidiaries to the
Banks or the Agent which may be required to be returned to the Borrowing
Subsidiaries or to its representative or to a trustee, custodian or receiver for
any Borrowers.

                  8.4 Obligations Absolute. The obligations, covenants,
agreements and duties of the Company 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 Company: (a) an assignment or transfer, in whole or
in part, of the Advances made to the Borrowing Subsidiary or of this Agreement
or any Note although made without notice to or consent of the Company, or (b)
any waiver by any Bank or the Agent or by any other person, of the performance
or observance by any Borrowing Subsidiary of any of the agreements, covenants,
terms or conditions contained in this Agreement or in the other Loan Documents,

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<PAGE>

or (c) any indulgence in or the extension of the time for payment by any
Borrowing Subsidiary of any amounts payable under or in connection with this
Agreement or any other Loan Document, or of the time for performance by any
Borrowing Subsidiary 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 any Borrowing Subsidiary 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 Company), or (e) the
voluntary or involuntary liquidation, sale or other disposition of all or
substantially all of the assets of any Borrowing Subsidiary or any receivership,
insolvency, bankruptcy, reorganization, or other similar proceedings, affecting
any Borrowing Subsidiary or any of its assets, or (f) the merger or
consolidation of any Borrowing Subsidiary or the Company with any other person,
or (g) the release or discharge of any Borrowing Subsidiary or the Company 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
otherwise, 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 Company hereunder.

                  8.5 No Investigation by Banks or Agent. The Company hereby
waives unconditionally any obligation which, in the absence of such provision,
the Banks 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, the
Company has requested that the Banks and the Agent not undertake such
investigation. The Company hereby expressly confirms that the obligations of the
Company 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 Bank or the Agent of any such law.

                  8.6 Indemnity. As a separate, additional and continuing
obligation, the Company unconditionally and irrevocably undertakes and agrees
with the Banks and the Agent that, should the Guaranteed Obligations not be
recoverable from the Company under Section 8.1 for any reason whatsoever
(including, without limitation, by reason of any provision of this Agreement,
the Notes or any other Loan Document or any other agreement or instrument
executed in connection herewith being or becoming void, unenforceable, or
otherwise invalid under any applicable law) then, notwithstanding any knowledge
thereof by any Bank or the Agent at any time, the Company as sole, original and
independent obligor, upon demand by the Agent, will make payment to the Agent
for the account of the Banks 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. The Company agrees that
any present or future indebtedness, obligations or liabilities of any Borrowing
Subsidiary to Company shall be fully subordinate and junior in right and
priority of payment to any present or future indebtedness, obligations or
liabilities of the Borrowing Subsidiaries to the Banks and the Agent. The
Company waives any right of subrogation to the rights of any Bank or the Agent
against any Borrowing Subsidiary 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 the Company may make
pursuant to this Agreement and the Notes, and any right of recourse to security
for the debts and obligations of each Borrowing Subsidiary, unless and until the
entire principal balance of and interest on the Guaranteed Obligations shall
have been indefeasibly paid in full.

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                                   ARTICLE IX.
                                  MISCELLANEOUS

                  9.1 Amendments, Etc. (a) No amendment, modification,
termination or waiver of any provision of this Agreement nor any consent to any
departure therefrom shall be effective unless the same shall be in writing and
signed by the Borrowers and the Required Banks 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 Banks, (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 or
terminate the respective Commitment of any Bank (except to the extent permitted
by Section 9.1(b)) or modify the provisions of this Section regarding the taking
of any action under this Section or the provisions of Section 9.10 or the
definition of Required Banks, or (iii) provide for the discharge of any
Guarantor, except to the extent provided in this Agreement.

                      (b) New lenders ("New Banks") may become Banks hereunder
and party to this Agreement and existing Banks may increase their Commitments
hereunder by executing an assumption agreement and other agreements and
documents in form and substance acceptable to the Company and the Agent,
provided that (i) the Company and the Agent consent thereto and (ii) without the
prior written consent of all of the Banks, the aggregate Commitments may not be
increased by more than $30,000,000 in excess of the aggregate Commitments in
effect on the Effective Date.

                      (c) Any Subsidiary may become a Borrower hereunder,
subject to the conditions described in the definition of Borrowing Subsidiaries.

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

                      (e) Notwithstanding anything herein to the contrary, no
Defaulting Bank 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 Banks to the Agent, and, for purposes of determining the Required Banks at
any time when any Bank is a Defaulting Bank under this Agreement, the
Commitments and Advances of such Defaulting Banks 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 Borrowers at 500 Kirts Blvd.,
Troy, Michigan 48084, Attention: chief financial officer, vice president -
controller, treasurer or assistant treasurer, Facsimile No. (248) 362-3656, and
to the Agent and the Banks at the respective addresses and numbers for notices
set forth on the signatures pages hereof, or to such other address as may be
designated by any Borrower, the Agent or any Bank 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 if sent by certified
or registered mail, postage prepaid, to such address, on the third day after the
date of mailing, or if deposited prepaid with Federal Express or other

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nationally recognized overnight delivery service prior to the deadline for next
day delivery, on the Business Day next following such deposit, provided,
however, that notices to the Agent shall not be effective until received.

                      (b) Notices by a Borrower to the Agent with respect to
terminations or reductions of the Commitments pursuant to Section 2.4, requests
for Advances pursuant to Section 2.6, requests for continuations or conversions
of Loans pursuant to Section 2.9 and notices of prepayment pursuant to Section
3.1 shall be irrevocable and binding on the Borrowers.

                      (c) Any notice to be given by a Borrower to the Agent
pursuant to Sections 2.6 or 2.9 and any notice to be given by the Agent or any
Bank hereunder, may be given by telephone, and all such notices given by a
Borrower 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.

                  9.3 No Waiver By Conduct; Remedies Cumulative. No course of
dealing on the part of the Agent or any Bank, nor any delay or failure on the
part of the Agent or any Bank 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 Bank'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 Bank under this Agreement,
the Notes or any other Loan Document is intended to be exclusive of any other
right or remedy, and every right and remedy shall be cumulative, except as
limited by this Agreement, 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 other Loan Document
or by applicable law to the Agent or any Bank may be exercised from time to time
and as often as may be deemed expedient by the Agent or any Bank and, unless
contrary to the express provisions of this Agreement, the Notes or such other
Loan Document, irrespective of the occurrence or continuance of any Default or
Event of Default.

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

                  9.5 Expenses. (a) The Borrowers agree 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 and the other Loan Documents and
the consummation of the transactions contemplated hereby, 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, the Notes, the

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Loan Documents and 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 any Bank (including without limitation reasonable fees and
expenses of counsel, including without limitation counsel who are employees of
the Agent or any Bank, 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, this
Agreement, the Notes or any other 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 Banks
(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) Each Borrower hereby indemnifies and agrees to hold harmless
the Banks 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 Banks
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
Bank 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 Borrowers shall not be required to indemnify the
Banks and the Agent and such other persons, and the Agent shall be liable to the
Borrowers to the extent, but only to the extent, of any direct, as opposed to
consequential or incidental, damages suffered by the Borrowers 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 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 or 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.

               (c) Each Borrower agrees to indemnify the Agent and each Bank,
their respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and

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<PAGE>

disbursements of counsel, which may be incurred by such Indemnitee at any time
in connection with any investigative, administrative or judicial proceeding
(whether or not such Indemnitee shall be designated a party thereto) brought or
threatened relating to or arising out of the Loan Documents, any actual or
proposed use of proceeds of the Advances, any transactions relating to any of
the foregoing, any act or omission of any Borrower or any Guarantor or any
environmental liability of any Borrower or any Guarantor; provided that no
Indemnitee shall have the right to be indemnified hereunder for such
Indemnitee's own gross negligence or willful misconduct as determined by a court
of competent jurisdiction.

               9.6   Successors and Assigns. (a) This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, provided that no Borrower may, without the prior consent
of the Banks, assign its rights or obligations hereunder or under the Notes and
the Banks shall not be obligated to make any Loan hereunder to any entity other
than the Borrowers.

                     (b) Any Bank 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 Loans and such Bank's
rights and benefits under this Agreement, the Notes and the other Loan
Documents, and to the extent of that participation interest such participant or
participants shall have the same rights and benefits against the Borrowers under
Section 3.7, 3.9 and 6.2(c) as it or they would have had if such participant or
participants were the Bank making the Loans to the Borrowers hereunder,
provided, however, that (i) such Bank's obligations under this Agreement shall
remain unmodified and fully effective and enforceable against such Bank, (ii)
such Bank shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Bank shall remain the holder of its
Notes for all purposes of this Agreement, (iv) the Borrowers, the Agent and the
other Banks shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement, and (v)
such Bank shall not grant to its participant (other than a participant which is
an Affiliate of that Bank) any rights to consent or withhold consent to any
action taken by such Bank or the Agent under this Agreement other than action
requiring the consent of all of the Banks 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, the other Loan
Documents or otherwise. In furtherance of such agency, the Agent may from time
to time direct that the Borrowers provide notices, reports and other documents
contemplated by this Agreement (or duplicates thereof) to such agent. Each
Borrower 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 Bank may, with the prior consent of the Company
(which consent may not be unreasonably withheld and shall not be required during
the continuance of any Event of Default) 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 Loans 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 Bank's rights and obligations under this Agreement, (A)
the amount of the Commitment of the assigning Bank 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

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<PAGE>

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
Bank shall in no event be less than $3,000,000, (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 G
hereto (an "Assignment and Acceptance"), together with any Note or Notes subject
to such assignment and a processing and recordation fee of $3,500, and (iv) any
Bank may without the consent of the Company or the Agent assign or sell a
participation interest to any Affiliate of such Bank that is a bank or financial
institution all or a portion of its rights and obligations under this Agreement.
Upon such execution, delivery, acceptance and 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 Bank hereunder and (y) the Bank
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 Bank's rights and obligations under this Agreement, such Bank
shall cease to be a party hereto).

               (e) By executing and delivering an Assignment and Acceptance, the
Bank 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 Bank 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 Bank makes no representation or warranty and assumes
no responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower 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 Bank or any other Bank 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 Bank.

               (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 Banks and the Commitment of, and principal amount of the Loans owing to,
each Bank 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 Borrowing Subsidiaries, the Agent and the Banks may treat each
person whose name is recorded in the Register as a Bank hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Company or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

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                (g) Upon its receipt of an Assignment and Acceptance executed by
an assigning Bank 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 Borrowers, at their 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 Bank has retained a
Commitment hereunder, a new Note to the order of the assigning Bank in an amount
equal to the Commitment retained by it hereunder. Such new Note or Notes shall
be in an aggregate 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 B hereto.

                (h) No Borrower shall be liable for any costs or expenses of any
Bank in effectuating any participation or assignment under this Section 9.6.

                (i) The Banks 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 Borrowers.

                (j) Notwithstanding any other provision set forth in this
Agreement, any Bank 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 Bank 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 Bank from its obligations
under this Agreement.

          9.7   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.

          9.8   Governing Law; Consent to Jurisdiction. 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 Borrower further agrees that any legal action or
proceeding with respect to this Agreement, the Notes or any other Loan Document
or the transactions contemplated hereby may be brought in any court of the State
of Michigan, or in any court of the United States of America sitting in
Michigan, and each Borrower hereby irrevocably submits to and accepts generally
and unconditionally the jurisdiction of those courts with respect to its person
and property.

          9.9   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.

          9.10  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

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shall be applicable whether such action is taken directly or indirectly by such
person, whether or not expressly specified in such provision.

          9.11 Integration and Severability. This Agreement, the Notes and the
other Loan Documents embody the entire agreement and understanding between the
Borrowers and the Agent and the Banks, and supersede all prior agreements and
understandings, relating to the subject matter hereof. In case any one or more
of the obligations of any Borrower under this Agreement, the Notes or any other
Loan Document shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining obligations of such
Borrower and the other Borrowers 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 Borrowers under this Agreement, the Notes or any other Loan Document in any
other jurisdiction.

          9.12 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.

          9.13 Interest Rate Limitation. Notwithstanding any provisions of this
Agreement, the Notes or any other Loan Document, in no event shall the amount of
interest paid or agreed to be paid by any Borrower exceed an amount computed at
the highest rate of interest permissible under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision of this Agreement, the
Notes or any other 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 Bank 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 such Bank's Advances
outstanding hereunder (whether or not then due and payable) and not to the
payment of interest, or shall be refunded to the Borrowers if such principal and
all other obligations of the Borrowers to such Bank have been paid in full.

          9.14 Margin Stock. Each Bank represents that it in good faith is not
relying, either directly or indirectly, upon any Margin Stock as collateral
security for the extension or maintenance by it or any credit provided for in
this Agreement.

          9.15 Joint Obligations; Contribution Rights; Savings Clause. (a)
Notwithstanding anything to the contrary set forth herein or in any Note, the
obligations of the Borrowers hereunder and under the Notes are joint, provided
that Borrowers which are Foreign Subsidiaries shall not be jointly liable for
any obligations of the Company or any other Borrower which is a Domestic
Subsidiary if such joint obligation would result in a material adverse tax
liability to such Foreign Subsidiary.

               (b) If any  Borrower  makes a payment in respect  of the Bank
Obligations it shall have the rights of contribution set forth below against the
other Borrowers; provided that such Borrower shall not exercise its right of
contribution until all the Bank Obligations shall have been paid in full. If any
Borrower makes a payment in respect of the Bank Obligations that is smaller in
proportion to

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its Payment Share (as hereinafter defined) than such payments made by the other
Borrowers are in proportion to the amounts of their respective Payment Shares,
the Borrower making such proportionately smaller payment shall, when permitted
by the preceding sentence, pay to the other Borrowers an amount such that the
net payments made by the Borrower in respect of the Bank Obligations shall be
shared among the Borrowers pro rata in proportion to their respective Payment
Shares. If any Borrower receives any payment that is greater in proportion to
the amount of its Payment Shares than the payments received by the other
Borrowers are in proportion to the amounts of their respective Payment Shares,
the Borrower receiving such proportionately greater payment shall, when
permitted by the second preceding sentence, pay to the other Borrowers an amount
such that the payments received by the Borrowers shall be shared among the
Borrowers pro rata in proportion to their respective Payment Shares.
Notwithstanding anything to the contrary contained in this paragraph or in this
Agreement, no liability or obligation of any Borrower that shall accrue pursuant
to this paragraph shall be paid nor shall it be deemed owed pursuant to this
paragraph until all of the Bank Obligations shall be paid in full.

                  For purposes hereof, the "Payment Share" of each Borrower
shall be the sum of (a) the aggregate proceeds of the Bank Obligations received
by such Borrower (and, if received subject to a repayment obligation remaining
unpaid on the Obligation Date, as hereinafter defined), plus (b) the product of
(i) the aggregate Bank Obligations remaining unpaid on the date such Bank
Obligations become due and payable in full, whether by stated maturity,
acceleration, or otherwise (the "Obligation Date") reduced by the amount of such
Bank Obligations attributed to Borrowers pursuant to clause (a) above, times
(ii) a fraction, the numerator of which is such Borrower's net worth on the
effective date of this Agreement (determined as of the end of the immediately
preceding fiscal reporting period of the Borrower), and the denominator of which
is the aggregate net worth of all Borrowers on such effective date.

                         (c)   It is the intent of each  Borrower, the Agent and
the Banks that each Borrower's maximum Bank Obligations shall be in, but not in
excess of:

                               (i)   in a case or proceeding commenced by or
against such Borrower under the Bankruptcy Code on or within one year from the
date on which any of the Bank Obligations is incurred, the maximum amount that
would not otherwise cause the Bank Obligations (or any other obligations of such
Borrower to the Agent and the Banks) to be avoidable or unenforceable against
such Borrower under (A) Section 548 of the Bankruptcy Code or (B) any state
fraudulent transfer or fraudulent conveyance act or statute applied in such case
or proceeding by virtue of Section 544 of the Bankruptcy Code; or

                               (ii)  in a case or proceeding commenced by or
against such Borrower under the Bankruptcy Code subsequent to one year from the
date on which any of the Bank Obligations are incurred, the maximum amount that
would not otherwise cause the Bank Obligations (or any other obligations of such
Borrower to the Agent and the Banks) to be avoidable or unenforceable against
such Borrower under any state fraudulent transfer or fraudulent conveyance act
or statute applied in any such case or proceeding by virtue of Section 544 of
the Bankruptcy Code;

                               (iii) in a case or proceeding commenced by or
against such Borrower under any law, statute or regulation other than the
Bankruptcy Code (including, without limitation, any other bankruptcy,
reorganization, arrangement, moratorium, readjustment of debt, dissolution,
liquidation or similar debtor relief laws), the maximum amount that would not
otherwise cause the Bank Obligations

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(or any other obligations of such Borrower to the Agent and the Banks) to be
avoidable or unenforceable against such Borrower under such law, statute or
regulation including, without limitation, any state fraudulent transfer or
fraudulent conveyance act or statute applied in any such case or proceeding.

                         (d)   The Borrowers  acknowledge and agree that they
have requested that the Banks make credit available to the Borrowers with each
Borrowing Subsidiary expecting to derive benefit, directly and indirectly, from
the loans and other credit extended by the Banks to the Borrowers.

                  9.16   Confidentiality. The Banks and the Agent shall hold all
confidential information obtained pursuant to the requirements of this Agreement
which has been identified as such by the Company in accordance with their
customary procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices and in any event may make
disclosure to its examiners, affiliates, outside auditors, counsel and other
professional advisors in connection with this Agreement or as reasonably
required by any bona fide transferee or participant in connection with the
contemplated transfer of any Note or participation therein or as required or
requested by any governmental agency or representative thereof or pursuant to
legal process. Without limiting the foregoing, it is expressly understood that
such confidential information shall not include information which, at the time
of disclosure is in the public domain or, which after disclosure, becomes part
of the public domain or information which is obtained by any Bank or the Agent
prior to the time of disclosure and identification by the Company under this
Section, or information received by any Bank or the Agent from a third party.
Nothing in this Section or otherwise shall prohibit any Bank or the Agent from
disclosing any confidential information to the other Banks or the Agent or
render any of them liable in connection with any such disclosure.

                 9.17    Waiver of Jury Trial. The Banks and the Agent and each
Borrower, 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 this
Agreement or any related instrument or agreement or any of the transactions
contemplated by this Agreement or any course of conduct, dealing, statement
(whether oral or written) or actions of any of them. Neither any Bank, the
Agent, nor any Borrower 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
thereto except by a written instrument executed by such party.

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first above
written.

                                             HANDLEMAN COMPANY

                                             By:  ______________________________

                                             Its: ______________________________

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Address for Notices:                     STANDARD FEDERAL BANK, as a Bank and as
Agent

2600 West Big Beaver Road                By:  _____________________________
Troy, Michigan 48084
Attention: Lakshmi Sundaram              Its: _____________________________
Facsimile No.: (248) 637-5003
Telephone No.: (248) 816-4887

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Address for Notices:                     KEYBANK NATIONAL ASSOCIATION, as a Bank
                                                and as Syndication Agent

127 Public Square                        By:  _____________________________
Mail Code: Oh-01-27-0606
Cleveland, OH 44114
Attention: J.T. Taylor                   Its: _____________________________
Facsimile No.: 216-689-4981
Telephone No.: 216-689-3589

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Address for Notices:                             FIRSTAR BANK, as a Bank
                                                      and as Documentation Agent

425 Walnut Street, ML CN-WN-08                   By:  __________________________
Cincinnati, OH 45201
Attention: Matthew J. Zeck                       Its: __________________________
Facsimile No.: 513-632-2068
Telephone No.: 513-632-3002

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Address for Notices:                              HUNTINGTON NATIONAL BANK

801 W. Big Beaver Rd.                             By:  _________________________
Troy, MI 48084
Attention: Frank Piro                             Its: _________________________
Facsimile No.: 248-362-3170
Telephone No.: 248-244-2598

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Address for Notices:                          COMERICA BANK

500 Woodward Ave., 9/th/ Floor                By:  _____________________________
Detroit, Michigan 48226
Attention: Anthony Davis                      Its: _____________________________
Facsimile No.: 313-222-9514
Telephone No.: 313-222-9452

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Address for Notices:                          THE FUJI BANK, LIMITED

225 West Wacker Drive, Ste. 2000              By:  _____________________________
Chicago, IL 60606
Attention: Kenneth S. Zeglin                  Its: _____________________________
Facsimile No.: 312-621-3386
Telephone No.: 312-621-0503

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