<PAGE>   1
                                                                     EXHIBIT 4.1


                           FOURTH AMENDED AND RESTATED

                                CREDIT AGREEMENT

                            DATED AS OF JUNE 8, 2001

                                      AMONG

                             OXFORD AUTOMOTIVE, INC.

                                       AND

                          OXFORD AUTOMOTIVE CANADA LTD.

                                  AS BORROWERS


                                       AND


                      THE LENDERS AND ISSUERS PARTY HERETO


                               CITICORP USA, INC.

                  AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT


                                  COMERICA BANK

                              AS SYNDICATION AGENT

                           CREDIT SUISSE FIRST BOSTON

                             AS DOCUMENTATION AGENT

                                       AND

                            SALOMON SMITH BARNEY INC.

                          AS ARRANGER AND BOOK MANAGER

                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                          NEW YORK, NEW YORK 10153-0119


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                     PAGE
<S>               <C>                                                                              <C>

ARTICLE I             DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS..................................1

Section 1.1.          Defined Terms.....................................................................1

Section 1.2.          Computation of Time Periods......................................................31

Section 1.3.          Accounting Terms and Principles; Dollar Equivalent...............................31

Section 1.4.          Certain Terms....................................................................32


ARTICLE II            THE FACILITIES...................................................................32

Section 2.1.          The Revolving Credit Commitments and the Term Loans..............................32

Section 2.2.          Borrowing Procedures.............................................................33

Section 2.3.          Swing Loans......................................................................35

Section 2.4.          Letters of Credit................................................................37

Section 2.5.          Bankers' Acceptances.............................................................41

Section 2.6.          Reduction and Termination of the Revolving Credit Commitments....................44

Section 2.7.          Repayment of Loans...............................................................44

Section 2.8.          Evidence of Debt.................................................................45

Section 2.9.          Optional Prepayments.............................................................46

Section 2.10.         Mandatory Prepayments............................................................46

Section 2.11.         Interest.........................................................................47

Section 2.12.         Conversion/Continuation Option...................................................48

Section 2.13.         Fees.............................................................................49

Section 2.14.         Payments and Computations........................................................50

Section 2.15.         Special Provisions Governing Eurocurrency Rate Loans.............................53

Section 2.16.         Capital Adequacy and Breakage Costs..............................................54

Section 2.17.         Taxes............................................................................54

Section 2.18.         Criminal Rate of Interest........................................................56

Section 2.19.         Substitution of Lenders..........................................................56

Section 2.20.         Facilities Increases.............................................................57


ARTICLE III           CONDITIONS TO LOANS AND LETTERS OF CREDIT........................................58

Section 3.1.          Conditions Precedent to Initial Loans and Letters of Credit......................58

Section 3.2.          Conditions Precedent to Each Loan and Letter of Credit...........................60
</TABLE>

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                                TABLE OF CONTENTS
                                   (CONTINUED)


<TABLE>
<CAPTION>
                                                                                                     PAGE
<S>               <C>                                                                              <C>

ARTICLE IV            REPRESENTATIONS AND WARRANTIES...................................................61

Section 4.1.          Corporate Existence and Power....................................................61

Section 4.2.          Corporate Authority..............................................................61

Section 4.3.          Binding Effect...................................................................61

Section 4.4.          Subsidiaries.....................................................................61

Section 4.5.          Litigation.......................................................................61

Section 4.6.          Financial Condition..............................................................62

Section 4.7.          Use of Proceeds..................................................................62

Section 4.8.          Consents, Etc....................................................................62

Section 4.9.          Taxes............................................................................62

Section 4.10.         Title to Properties..............................................................62

Section 4.11.         Labor Matters....................................................................63

Section 4.12.         ERISA............................................................................63

Section 4.13.         Disclosure.......................................................................63

Section 4.14.         Environmental Matters............................................................64

Section 4.15.         Solvency.........................................................................65

Section 4.16.         No Defaults under Certain Agreements.............................................65

Section 4.17.         Intellectual Property............................................................65

Section 4.18.         Preferred Stock..................................................................65

Section 4.19.         Investment Company Act; Public Utility Holding Company Act.......................65

Section 4.20.         Senior Subordinated Debt Documents...............................................65

Section 4.21.         Unrestricted Subsidiaries........................................................66

Section 4.22.         Material Agreements..............................................................66

Section 4.23.         Compliance With Laws.............................................................66

Section 4.24.         Management Fees..................................................................66

Section 4.25.         Mexican Facility.................................................................66


ARTICLE V             AFFIRMATIVE COVENANTS............................................................67

Section 5.1.          Preservation of Corporate Existence, Etc.........................................67

Section 5.2.          Compliance with Laws, Etc........................................................67

Section 5.3.          Maintenance of Properties; Insurance.............................................67

Section 5.4.          Reporting Requirements...........................................................68

Section 5.5.          Accounting; Access to Records, Books, Etc........................................71
</TABLE>


                                       ii

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                                   (CONTINUED)


<TABLE>
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<S>               <C>                                                                              <C>

Section 5.6.          Maintenance of Business Lines....................................................71

Section 5.7.          Environmental Matters............................................................71

Section 5.8.          Additional Collateral and Guaranties.............................................72

Section 5.9.          Terms of Other Indebtedness......................................................73

Section 5.10.         Restricted and Unrestricted Subsidiaries.........................................73

Section 5.11.         Further Assurances...............................................................74


ARTICLE VI            NEGATIVE COVENANTS...............................................................75

Section 6.1.          Financial Covenants..............................................................75

Section 6.2.          Indebtedness.....................................................................78

Section 6.3.          Liens............................................................................80

Section 6.4.          Merger; Acquisitions; Etc........................................................81

Section 6.5.          Disposition of Assets; Etc.......................................................83

Section 6.6.          Nature of Business...............................................................84

Section 6.7.          Dividends and Other Restricted Payments..........................................84

Section 6.8.          Accounting Changes; Fiscal Year..................................................85

Section 6.9.          Investments......................................................................85

Section 6.10.         Transactions with Affiliates.....................................................87

Section 6.11.         Sale/Leaseback Transactions and Synthetic Leases.................................87

Section 6.12.         Negative Pledge Limitation.......................................................88

Section 6.13.         FSC Commissions..................................................................88

Section 6.14.         Other Agreements.................................................................88

Section 6.15.         Subsidiary Dividends.............................................................88

Section 6.16.         Preferred Stock..................................................................88

Section 6.17.         Other Indebtedness and Agreements................................................89

Section 6.18.         Management Fees..................................................................89

Section 6.19.         Restricted Subsidiaries..........................................................90


ARTICLE VII           EVENTS OF DEFAULT................................................................90

Section 7.1.          Events of Default................................................................90

Section 7.2.          Remedies.........................................................................92

Section 7.3.          Actions in Respect of Letters of Credit and Bankers' Acceptance..................92

Section 7.4.          Rescission.......................................................................93
</TABLE>

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                                TABLE OF CONTENTS
                                   (CONTINUED)


<TABLE>
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<S>               <C>                                                                              <C>

ARTICLE VIII          THE ADMINISTRATIVE AGENT; THE AGENTS.............................................93

Section 8.1.          Authorization and Action.........................................................93

Section 8.2.          Administrative Agent's Reliance, Etc.............................................94

Section 8.3.          The Administrative Agent Individually............................................94

Section 8.4.          Lender Credit Decision...........................................................95

Section 8.5.          Indemnification..................................................................95

Section 8.6.          Successor Administrative Agent...................................................95


ARTICLE IX            MISCELLANEOUS....................................................................96

Section 9.1.          Amendments, Waivers, Etc.........................................................96

Section 9.2.          Assignments and Participations...................................................97

Section 9.3.          Costs and Expenses..............................................................100

Section 9.4.          Indemnities.....................................................................101

Section 9.5.          Limitation of Liability.........................................................102

Section 9.6.          Right of Set-off................................................................102

Section 9.7.          Sharing of Payments, Etc........................................................102

Section 9.8.          Notices, Etc....................................................................103

Section 9.9.          No Waiver; Remedies.............................................................104

Section 9.10.         Binding Effect..................................................................104

Section 9.11.         Governing Law...................................................................104

Section 9.12.         Submission to Jurisdiction; Service of Process; Judgment Currency...............104

Section 9.13.         Waiver of Jury Trial............................................................105

Section 9.14.         Marshaling; Payments Set Aside..................................................105

Section 9.15.         Section Titles..................................................................105

Section 9.16.         Execution in Counterparts.......................................................105

Section 9.17.         Documents Evidence the Same Indebtedness........................................105

Section 9.18.         Entire Agreement................................................................106

Section 9.19.         Confidentiality.................................................................106
</TABLE>


                                       iv

<PAGE>   6


                                TABLE OF CONTENTS



SCHEDULES

Schedule I            -    Commitments and Term Loans
Schedule II           -    Applicable Lending Offices and Addresses for Notices
Schedule III          -    Unrestricted Subsidiaries
Schedule 4.4          -    Ownership of Subsidiaries
Schedule 4.5          -    Litigation
Schedule 4.9          -    Tax Matters
Schedule 4.11         -    Labor Matters
Schedule 4.14         -    Environmental Matters
Schedule 4.17         -    Intellectual Property
Schedule 4.18         -    Preferred Stock
Schedule 4.20         -    Senior Subordinated Debt Documents
Schedule 4.25         -    Mexican Facility Documents
Schedule 6.2          -    Existing Indebtedness
Schedule 6.3          -    Existing Liens
Schedule 6.4          -    Pre Approved Acquisitions
Schedule 6.5          -    Pre Approved Asset Sales
Schedule 6.9          -    Existing Investments
Schedule 6.12         -    Negative Pledge Limitations
Schedule 6.18         -    Management Fees

EXHIBITS

Exhibit A       -   Form of Assignment and Acceptance
Exhibit B-1     -   Form of Revolving Credit Note
Exhibit B-2     -   Form of Term Note
Exhibit C       -   Form of Notice of Borrowing
Exhibit D       -   Form of Letter of Credit Request
Exhibit E       -   Form of Notice of Conversion or Continuation
Exhibit F       -   Form of Opinion of Michigan Counsel for the Loan Parties
Exhibit G           Form of Affirmation Agreement

                                       v
<PAGE>   7

                  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June
8, 2001, among OXFORD AUTOMOTIVE, INC., a Michigan corporation (the "Company"),
OXFORD AUTOMOTIVE CANADA LTD. (the "Borrowing Subsidiary" and together with the
Company, the "Borrowers"), the Lenders (as defined below), the Issuers (as
defined below), CITICORP USA, INC. ("Citicorp"), as agent for the Lenders and
the Issuers (in such capacity, the "Administrative Agent") and as collateral
agent for the Secured Parties (as defined below) (in such capacity, the
"Collateral Agent"), COMERICA BANK, in its capacity as syndication agent for the
Lenders and the Issuers (in such capacity, the "Syndication Agent") and CREDIT
SUISSE FIRST BOSTON, in its capacity as documentation agent for the Lenders and
the Issuers (in such capacity, the "Documentation Agent").

                              W I T N E S S E T H:

                  WHEREAS, the parties hereto are each party to a Third Amended
and Restated Credit Agreement dated as of July 31, 2000 (as amended by an
amendment thereto dated as of March 31, 2001, the "Existing Credit Agreement")
among the Borrowers, the Lenders, the Issuers, the Administrative Agent, the
Collateral Agent, the Syndication Agent and the Documentation Agent;

                  WHEREAS, the Borrowers, the Lenders, the Issuers, the
Administrative Agent, the Collateral Agent, the Syndication Agent and the
Documentation Agent have agreed to amend and restate the Existing Credit
Agreement to provide for certain amendments on the terms set forth in this
Agreement, which Agreement shall become effective upon satisfaction of certain
conditions precedent set forth herein;

                  WHEREAS, it is the intent of the parties hereto that this
Agreement not constitute a novation of the obligation and liabilities existing
under the Existing Credit Agreement or evidence payment of all or any of such
obligations and liabilities, that this Agreement amend and restate in its
entirety the Existing Credit Agreement, and that from and after the Effective
Date the Existing Credit Agreement be of no further force or effect except as to
evidence the incurrence of the obligations of the Borrowers thereunder and the
representations and warranties made thereunder;

                  NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

                                   ARTICLE I

                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

                  SECTION 1.1. DEFINED TERMS. As used in this Agreement, the
following terms have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

                  "Acceptance" means Bankers' Acceptances and BA Equivalent
Loans.

                  "Acceptance Fee" means the fee payable at the time of the
acceptance of Bankers' Acceptances established by multiplying the face amount of
such Bankers' Acceptances by the Applicable Margin and by multiplying the
product so obtained by a fraction having a numerator equal to the number of days
in the term of such Bankers' Acceptances and a denominator of 365 or 366, as the
case may be.

                  "Acknowledgment and Consent of Oxford Investment Group, Inc."
means the acknowledgment and consent to the transactions contemplated by the
Loan Documents dated as of the


<PAGE>   8

Effective Date in form and substance satisfactory to the Administrative Agent
and executed by Oxford Investment Group, Inc.

                  "Acquisition" has the meaning specified in Section 6.4.

                  "Acquisition Expenditures" has the meaning specified in
Section 6.4.

                  "Additional Foreign Collateral Documents" means each pledge
and/or security agreement pursuant to which all or a portion of the personal
property (including Stock) or real property of a Foreign Subsidiary is pledged
by a Loan Party to the Collateral Agent for the benefit of the Secured Parties
as security for the Obligations.

                  "Administrative Agent" has the meaning specified in the
preamble to this Agreement; provided, however, for the purposes of Article VIII
and Sections 9.3, 9.4, 9.5, 9.9, 9.12, 9.13 and 9.14, each reference to
"Administrative Agent", shall be deemed to include a reference to Citicorp USA,
Inc., in its capacity as Collateral Agent.

                  "Affiliate" means, with respect to any Person, any other
Person which, directly or indirectly, controls, is controlled by or is under
common control with such Person, each officer, director, general partner or
joint-venturer of such Person, and each Person who is the beneficial owner of
10% or more of any class of Voting Stock of such Person. For the purposes of
this definition, "control" means the possession of the power to direct or cause
the direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

                  "Affirmation Agreement" means an affirmation agreement in
substantially the form of Exhibit G or such other form acceptable to the
Administrative Agent.

                  "Agreement" means this Credit Agreement.

                  "Alternate Currency" means (a) the Canadian Dollar and (b) the
Euro; provided, however, that each such currency remains freely transferable
into Dollars.

                  "Applicable Lending Office" means, (a) with respect to each
Lender, its Domestic Lending Office in the case of a Base Rate Loan, and its
Eurocurrency Lending Office in the case of a Eurocurrency Rate Loan and (b) with
respect to each Canadian Lender, its Canadian Lending Office in the case of
Canadian Loans or other Canadian Revolving Credit Outstandings.

                  "Applicable Margin" means (a) during the period commencing on
the Effective Date and ending on the date which is three Business Days after the
receipt by the Administrative Agent of the Financial Statements required to be
delivered by Section 5.4(c) for the Fiscal Quarter ending December 31, 2001,
with respect to Loans maintained as (i) Base Rate Loans, a rate equal to 2.15%
per annum and (ii) Eurocurrency Rate Loans and BA Rate Loans, a rate equal to
3.75% per annum, and (b) thereafter, as of any date of determination, a per
annum rate equal to the rate set forth below opposite the applicable type of
Loan and the then applicable Leverage Ratio (determined for the twelve-month
period ending on the last day of the most recent Fiscal Quarter or Fiscal Year,
as applicable, for which Financial Statements have been delivered pursuant to
Section 5.4(c) or (d)) set forth below):



                                       2

<PAGE>   9

<TABLE>
<CAPTION>
------------------------------------------ ---------------------- ---------------------
                                                                      EUROCURRENCY
             LEVERAGE RATIO                   BASE RATE LOANS         RATE LOANS/BA
                                                                       RATE LOANS
------------------------------------------ ---------------------- ---------------------
<S>                                        <C>                    <C>
Less than or equal to 3.00 to 1                   0.375%                 1.50%
------------------------------------------ ---------------------- ---------------------
Greater than 3.00 to 1 and equal to or
less than 3.50 to 1                                0.50%                1.625%
------------------------------------------ ---------------------- ---------------------
Greater than 3.50 to 1 and equal to or
less than 4.00 to 1                                0.95%                 2.25%
------------------------------------------ ---------------------- ---------------------
Greater than 4.00 to 1 and equal to or
less than 4.75 to 1                                1.40%                 2.50%
------------------------------------------ ---------------------- ---------------------
Greater than 4.75 to 1 and equal to or
less than 5.25 to 1                                1.65%                 3.25%
------------------------------------------ ---------------------- ---------------------
At all other times                                 2.15%                 3.75%
------------------------------------------ ---------------------- ---------------------
</TABLE>

Subsequent changes in the Applicable Margin resulting from a change in the
Leverage Ratio shall become effective as to all Loans three Business Days after
delivery by the Borrowers to the Administrative Agent of new Financial
Statements pursuant to Section 5.4(c) for each of the first three Fiscal
Quarters of each Fiscal Year and Section 5.4(d) for each Fiscal Year.
Notwithstanding anything to the contrary set forth in this Agreement (including
the then effective Leverage Ratio), if the Borrowers shall fail to deliver such
financial statements within the time periods specified in Section 5.4(c) or (d),
as applicable, the Applicable Margin from and including the 46th day after the
end of such Fiscal Quarter or the 91st day after the end of such Fiscal Year, as
the case may be, to but not including the date the Borrowers delivers to the
Administrative Agent such financial statements, shall equal the highest
Applicable Margin set forth above.

                  "Applicable Unused Commitment Fee Rate" means (a) during the
period commencing on the Effective Date and ending on the date which is three
Business Days after the receipt by the Administrative Agent of the Financial
Statements required to be delivered by Section 5.4(c) for the first Fiscal
Quarter ending after the Effective Date, 0.50% per annum and (b) thereafter, as
of any date of determination, a per annum rate equal to the rate set forth below
opposite the then applicable Leverage Ratio (determined for the twelve-month
period ending on the last day of the most recent Fiscal Quarter or Fiscal Year,
as applicable, for which Financial Statements have been delivered pursuant to
Section 5.4(c) or (d)) set forth below):



                                       3

<PAGE>   10

<TABLE>
<CAPTION>
-------------------------------------- -----------------------------
           LEVERAGE RATIO                  UNUSED COMMITMENT
                                                FEE RATE
-------------------------------------- -----------------------------
<S>                                    <C>
Less than or equal to 3.00 to 1                   0.25%
-------------------------------------- -----------------------------
Greater than 3.00 to 1 and equal to
or less than 3.50 to 1                           0.375%
-------------------------------------- -----------------------------
Greater than 3.50 to 1 and equal to
or less than 4.00 to 1                            0.45%
-------------------------------------- -----------------------------
Greater than 4.00 to 1 and equal to
or less than 4.75 to 1                            0.50%
-------------------------------------- -----------------------------
At all other times                                0.50%
-------------------------------------- -----------------------------
</TABLE>

Subsequent changes in the Applicable Unused Commitment Fee Rate resulting from a
change in the Leverage Ratio shall become effective three Business Days after
delivery by the Borrowers to the Administrative Agent of new financial
statements pursuant to Section 5.4(c) for each of the first three Fiscal
Quarters of each Fiscal Year and Section 5.4(d) for each Fiscal Year.
Notwithstanding anything to the contrary set forth in this Agreement (including
the then effective Leverage Ratio), if the Borrowers shall fail to deliver such
financial statements with the time periods specified in Section 5.4(c) or (d),
as applicable, the Applicable Unused Commitment Fee from and including the 46th
day after the end of such Fiscal Quarter or the 91st day after the end of such
Fiscal Year, as the case may be, to but not including the date the Borrowers
delivers to the Administrative Agent such financial statements, shall
conclusively equal the highest Applicable Unused Commitment Fee Rate set forth
above.

                  "Approved Fund" means, with respect to any Lender that is a
fund that invests in bank loans, any other fund that invests in bank loans and
is advised or managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                  "Aries Acquisition" means the purchase by Oxford Automotive
Mecanismes et Decoupage Fin II SAS of all of the outstanding capital stock of
Aries Industries Mecanismes et Decoupage Fin.

                  "Arranger" means Salomon Smith Barney Inc., in its capacity as
sole arranger and book manager for the Facilities.

                  "Asset Sale" means, with respect to any Person, the sale,
lease, license, transfer, assignment or other disposition of all or any portion
of its business, assets, rights, revenues or property, real, personal or mixed,
tangible or intangible, whether in one or a series of transactions, other than
(a) inventory sold in the ordinary course of business upon customary credit
terms, (b) the sale of accounts receivable in connection with the factoring or
securitization of accounts receivable in the ordinary course of such Restricted
Subsidiary's business on customary terms and conditions and as allowed pursuant
to the terms hereof and (c) sales of scrap or obsolete material or equipment
which are not material in the aggregate.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit A or such other form
acceptable to the Administrative Agent and the Company.



                                       4

<PAGE>   11

                  "Assumption Agreement" means an assumption agreement entered
into by a Lender or an Eligible Assignee, and accepted by the Administrative
Agent, in form acceptable to the Administrative Agent.

                  "BA Equivalent Loan" has the meaning specified in Section
2.5(c).

                  "BA Interest Period" means, relative to any Bankers'
Acceptance or BA Equivalent Loan, the period beginning on (and including) the
date on which such Bankers' Acceptance is accepted or continued or such BA
Equivalent Loan is made or continued to (but excluding) the date which is 30, 60
or 90 days thereafter, as selected by the Canadian Borrower.

                  "BA Rate" means the rate per annum determined as being the
arithmetic average (rounded upwards, if necessary, to the nearest .01%) of the
rates quoted for one month bankers' acceptances as appear on the Reuters Screen
CDOR (Certificate of Deposit Offered Rate) page, as determined as at 10:00 a.m.
(Toronto time) on the relevant Business Day (for non-Business Days, and if no
CDOR rate is available for a given Business Day, the CDOR rate for the
immediately previous Business Day for which a CDOR rate is available shall be
used).

                  "BA Rate Loan" means any Bankers' Acceptance or BA Equivalent
Loan bearing interest at the BA Rate.

                  "Bankers' Acceptance" means a non-interest bearing bill of
exchange in a form satisfactory to the Administrative Agent, denominated in
Canadian Dollars, drawn and endorsed by the Canadian Borrower and presented to
each Canadian Lender for acceptance pursuant to this Agreement and includes a
depository bill under the Depository Bills and Notes Act (Canada) and a bill of
exchange under the Bills of Exchange Act (Canada).

                  "Bankers' Acceptance Obligations" means the aggregate face or
principal amount of all BA Equivalent Loans, unmatured Bankers' Acceptances and
all Reimbursement Obligations owing in respect of Bankers' Acceptances. For
purposes of determining the amount of Bankers' Acceptance Obligations (or any
component thereof) in respect of any such Obligation that is denominated in an
Alternate Currency, such amount shall equal the Dollar Equivalent of the amount
of such Alternate Currency at the time of determination thereof.

                  "Base Rate" means, (a) with respect to all Loans denominated
in Dollars, for any period, a fluctuating interest rate per annum as shall be in
effect from time to time, which rate per annum shall be equal at all times to
the highest of:

                  (i) the rate of interest announced publicly by Citibank in New
         York, New York, from time to time, as Citibank's base rate;

                  (ii) the sum (adjusted to the nearest 0.25% or, if there is no
         nearest 0.25%, to the next higher 0.25%) of (A) 0.5% per annum plus (B)
         the rate per annum obtained by dividing (I) the latest three-week
         moving average of secondary market morning offering rates in the United
         States for three-month certificates of deposit of major United States
         money market banks, such three-week moving average being determined
         weekly on each Monday (or, if any such day is not a Business Day, on
         the next succeeding Business Day) for the three-week period ending on
         the previous Friday by Citibank on the basis of such rates reported by
         certificate of deposit dealers to and published by the Federal Reserve
         Bank of New York or, if such publication shall be suspended or
         terminated, on the basis of quotations for such rates received by
         Citibank from three New York certificate of deposit dealers of
         recognized standing selected by Citibank, by


                                       5

<PAGE>   12

         (II) a percentage equal to 100% minus the average of the daily
         percentages specified during such three-week period by the Federal
         Reserve Board for determining the maximum reserve requirement
         (including any emergency, supplemental or other marginal reserve
         requirement) for Citibank in respect of liabilities consisting of or
         including (among other liabilities) three-month U.S. dollar nonpersonal
         time deposits in the United States, plus (C) the average during such
         three-week period of the maximum annual assessment rates estimated by
         Citibank for determining the then current annual assessment payable by
         Citibank to the Federal Deposit Insurance Corporation (or any
         successor) for insuring Dollar deposits in the United States; and

                           (iii) the sum of (A) 0.5% per annum plus (B) the
         Federal Funds Rate; and

                  (b) with respect to all Canadian Loans, the higher of:

                           (i) the rate determined by the Administrative Agent
         as the rate displayed at or about 10:30 a.m. (Toronto time) on display
         page CAPRIME of the Reuters Screen as the prime rate for Canadian
         Dollar loans by Canadian banks to borrowers in Canada; provided,
         however, that, if for any reason there is no such rate displayed on the
         Reuters Screen on such day or if the basis of calculation of such rate
         is changed after the date hereof and in the reasonable judgment of the
         Administrative Agent it ceases to reflect each Canadian Lender's cost
         of funding to the same extent as the date hereof, then such rate shall
         be the per annum floating rate of interest (commercially known as the
         "prime rate") established from time to time by three Canadian banks
         selected by the Administrative Agent as the prime rate they will use to
         determine the rates of interest on Canadian Dollar loans; and

                           (ii) the sum of (A) BA Rate plus (B) 0.75% per annum.

                  "Base Rate Loan" means any Loan during any period in which it
bears interest based on the Base Rate.

                  "Borrowers" has the meaning specified in the preamble to this
Agreement.

                  "Borrowing" means a Revolving Credit Borrowing or a Term Loan
Borrowing.

                  "Borrowing Subsidiary" has the meaning specified in the
preamble to this Agreement.

                  "Business Day" means (a) for all purposes other than as
covered by clauses (b) and (c) below, a day other than a Saturday, Sunday or
other day on which commercial banks in New York, New York, are authorized or
required by law to close, and, if the applicable Business Day relates to a
Canadian Revolving Credit Outstanding, a day other than a Saturday, Sunday or
other day on which commercial banks in Toronto, Canada, are authorized or
required by law to close, (b) with respect to all notices (except with respect
to general matters not relating directly to funding) and determinations in
connection with, and payments of principal and interest on, Eurocurrency Loans,
any day which is a Business Day described in clause (a) above and which is also
a day for trading by and between banks in deposits of the Applicable Currency
for such Loans in the interbank eurocurrency market and (c) with respect to any
Loan denominated in Euros, any such day which is (i) as to payments or purchases
of Euros, a TARGET Business Day and (ii) for all other purposes, including the
giving and receiving of notices, a TARGET Business Day on which banks are
generally open for business in London, England, Frankfurt, Germany and in any
other principal financial center as the Administrative Agent may from time to
time determine for this purpose. For purposes of this Agreement, a "TARGET
Business Day" is a day when the Trans-European Automated Real-time Gross
Settlement Express Transfer System, or any successor thereto, is scheduled to be
open for business.


                                       6

<PAGE>   13

                  "Canadian Borrower" means the Borrowing Subsidiary.

                  "Canadian Collateral Documents" means the amended and restated
Pledge Agreements (as defined in the Existing Credit Agreement), any pledge
agreement executed by the Canadian Borrower pursuant to which the Stock of a
Canadian Subsidiary is pledged in favor of the Collateral Agent, the amended and
restated Guarantor Security Agreements (as defined in the Existing Credit
Agreement), and the Affirmation Agreement, each as executed and delivered by a
Guarantor that is the Canadian Borrower or a Canadian Subsidiary.

                  "Canadian Dollar" and "CA$" each mean the lawful currency of
Canada.

                  "Canadian Lending Office" means, with respect to any Canadian
Lender, the office of such Lender specified as its "Canadian Lending Office"
opposite its name on Schedule II or on the Assignment and Acceptance by which it
became a Canadian Lender or such other office of such Lender as such Lender may
from time to time specify to the Borrowers and the Administrative Agent.

                  "Canadian Lender" means any Lender which, whether directly or
through an Affiliate of such Lender, can make Canadian Loans or extend other
Canadian Revolving Credit Outstandings hereunder free of withholding taxes of
Canada and that is designated from time to time by the Administrative Agent and
the Company, with the consent of such Lender, as a Canadian Lender.

                  "Canadian Loan" means any Loan denominated in Canadian Dollars
to the Canadian Borrower.

                  "Canadian Ratable Portion" means, in respect of Canadian
Revolving Credit Outstandings and any Canadian Lender, the percentage obtained
by dividing (a) such Canadian Lender's Revolving Credit Commitment at such time
by (b) the aggregate amount of all Revolving Credit Commitments of the Canadian
Lenders at such time.

                  "Canadian Revolving Credit Outstandings" means the Revolving
Credit Outstandings owing by the Canadian Borrower to the Canadian Lenders.

                  "Canadian Subsidiary" means any Subsidiary of the Company
organized under the laws of Canada or any Province thereof.

                  "Capital Expenditures" means, with respect to any Person for
any period, the aggregate of amounts that would be reflected as a capital asset
on a consolidated balance sheet of such Person and its Subsidiaries prepared in
conformity with GAAP, excluding interest capitalized during construction.

                  "Capital Lease" means, with respect to any Person, any lease
of property by such Person as lessee which would be accounted for as a capital
lease on a balance sheet of such Person prepared in conformity with GAAP.

                  "Capital Lease Obligations" means, with respect to any Person,
the capitalized amount of all obligations of such Person or any of its
Subsidiaries under Capital Leases, as determined on a consolidated basis in
conformity with GAAP.

                  "Cash Collateral Account" has the meaning specified in the
Pledge and Security Agreement.


                                       7

<PAGE>   14

                  "Cash Equivalents" means (a) securities issued or fully
guaranteed or insured by the United States government or any agency thereof, (b)
certificates of deposit, eurodollar time deposits, overnight bank deposits and
bankers' acceptances of any Lender or any commercial bank organized under the
laws of the United States, any state thereof, the District of Columbia, any
foreign bank, or its branches or agencies (fully protected against currency
fluctuations) which, at the time of acquisition, are rated at least "A-1" by
Standard & Poor's Rating Services ("S&P") or "P-1" by Moody's Investors
Services, Inc. ("Moody's"), (c) commercial paper of an issuer rated at least
"A-1" by S&P or "P-1" by Moody's, and (d) shares of any money market fund that
(i) has at least 95% of its assets invested continuously in the types of
investments referred to in clauses (a) through (c) above, (ii) has net assets of
not less than $500,000,000 and (iii) is rated at least "A-1" by S&P or "P-1" by
Moody's; provided, however, that the maturities of all obligations of the type
specified in clauses (a) through (c) above shall not exceed 180 days.

                  "Change of Control" means:

                  (a) prior to a primary sale or sales of shares of Stock of the
         Company resulting in the sale of more than 50% of each class of
         outstanding Stock of the Company pursuant to any one or more public
         offerings thereof (a "Majority IPO"), (i) Permitted Holders shall cease
         to control, directly or indirectly, in each case free and clear of all
         Liens, at least 35% (on a fully diluted basis) of the issued and
         outstanding shares of Voting Stock of the Company and have the right
         and authority to appoint, designate or otherwise elect at least 51% of
         the members of the Board of Directors of the Company or (ii) other than
         the Permitted Holders, any Person, or two or more Persons acting in
         concert, acquire or own beneficial ownership (within the meaning of
         Rule 13d-3 of the Securities and Exchange Commission under the
         Securities Exchange Act of 1934) of an amount of the outstanding shares
         of Voting Stock of the Company on a fully diluted basis which is equal
         to or greater than the amount owned by the Permitted Holders;

                  (b) after a Majority IPO, (i) Permitted Holders shall cease to
         control, directly or indirectly, in each case free and clear of all
         Liens, at least 20% (on a fully diluted basis) of the issued and
         outstanding shares of Voting Stock of the Company and have the right
         and authority to appoint, designate or otherwise elect at least 20% of
         the members of the Board of Directors of the Company or (ii) any
         Person, or two or more Persons acting in concert, acquire or own
         beneficial ownership (within the meaning of Rule 13d-3 of the
         Securities and Exchange Commission under the Securities Exchange Act of
         1934) of an amount of the outstanding shares of Voting Stock of the
         Company on a fully diluted basis which is equal to or greater than the
         amount owned by the Permitted Holders; or

                  (c) after the first public offering of Stock of the Company,
         during any period of two consecutive years, individuals who at the
         beginning of such period constituted the Board of Directors of the
         Company (together with any new directors whose election by such Board
         of Directors or whose nomination for election by the shareholders of
         the Company was approved by a majority vote of the directors of the
         Company then still in office who were either directors at the beginning
         of such period or whose election or nomination for election was
         previously so approved) cease for any reason to constitute a majority
         of the Board of Directors then in office; or

                  (d) any "Change of Control" as defined in the Senior
         Subordinated Note Indentures.

                  "Citibank" means Citibank, N.A., a national banking
association.

                  "Citibank Canada" means Citibank Canada, a Canadian chartered
bank.


                                       8

<PAGE>   15


                  "Citicorp" has the meaning specified in the preamble.

                  "Code" means the Internal Revenue Code of 1986 (or any
successor legislation thereto), as amended from time to time.

                  "Cofimeta" means Cofimeta, S.A., a societe anonyme organized
and existing under the laws of France.

                  "Collateral" means all property and interests in property and
proceeds thereof now owned or hereafter acquired by any Loan Party in or upon
which a Lien is granted under any of the Collateral Documents.

                  "Collateral Agent" has the meaning specified in the preamble
to this Agreement.

                  "Collateral Documents" means each Affirmation Agreement, the
Pledge and Security Agreement, the Foreign Collateral Documents, the Mortgage
Documents and any other document executed and delivered by a Loan Party granting
a Lien on any of its property to secure payment of the Secured Obligations.

                  "Consent and Agreement to the Mexican Intercreditor Agreement"
means, the Consent and Agreement to a Mexican Intercreditor Agreement, dated as
of August 1, 2000 and executed and delivered by each of the Borrowers.

                  "Consolidated Current Assets" means, with respect to any
Person at any date, the total consolidated current assets (other than cash and
Cash Equivalents) of such Person and its Subsidiaries at such date, determined
in conformity with GAAP.

                  "Consolidated Current Liabilities" means, with respect to any
Person at any date, all liabilities of such Person and its Subsidiaries at such
date which should, in accordance with GAAP, be classified as current liabilities
on a consolidated balance sheet of such Person and its Subsidiaries prepared in
conformity with GAAP, but excluding, in the case of the Borrowers the sum of (a)
the principal amount of any current portion of long-term Total Debt and (b)
(without duplication of clause (a) above) the then outstanding principal amount
of the Loans.

                  "Consolidated Net Income" means, for any period, the net
income of the Company and its consolidated Subsidiaries; provided, however, that
there shall not be included in such Consolidated Net Income: (i) any net income
(or loss) of any Person if such Person is not a Restricted Subsidiary, except
that subject to the exclusion contained in clause (iv) below, the Company's
equity in the net income of any such Person for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to the Company or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution paid to a Restricted Subsidiary, to the
limitations contained in clause (ii) below); (ii) any net income of any
Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of
distributions by such Restricted Subsidiary, directly or indirectly, to the
Company, except that (A) subject to the exclusion contained in clause (iii)
below, the Company's equity in the net income of any such Restricted Subsidiary
for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash that could have been distributed by such Restricted
Subsidiary consistent with such restriction during such period to the Company or
another Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution paid to another Restricted
Subsidiary, to the limitation contained in this clause) and (B) the Company's
equity in a net loss of any such Restricted Subsidiary for such period shall be
included in



                                       9

<PAGE>   16

determining such Consolidated Net Income; (iii) any gain (or loss) realized upon
the sale or other disposition of any assets of the Company or its consolidated
Subsidiaries (including pursuant to any sale-and-leaseback arrangement) which is
not sold or otherwise disposed of in the ordinary course of business and any
gain (or loss) realized upon the sale or other disposition of any Stock of any
Person; (iv) extraordinary or nonrecurring gains or non-cash losses; and (v) the
cumulative effect of a change in accounting principles.

                  "Constituent Documents" means, with respect to any Person, (a)
the articles/certificate of incorporation (or the equivalent organizational
documents) of such Person, (b) the by-laws (or the equivalent governing
documents) of such Person and (c) any document setting forth the manner of
election and duties of the directors or managing members of such Person (if any)
and the designation, amount and/or relative rights, limitations and preferences
of any class or series of such Person's Stock.

                  "Contaminant" means any material, substance or waste that is
classified, regulated or otherwise characterized under any Environmental Law as
hazardous, toxic, a contaminant or a pollutant or by other words of similar
meaning or regulatory effect, including any petroleum or petroleum-derived
substance or waste, asbestos and polychlorinated biphenyls.

                  "Contractual Obligation" means, with respect to any Person,
any obligation, agreement, undertaking or similar provision of any Security
issued by such Person or of any agreement, undertaking, contract, lease,
indenture, mortgage, deed of trust or other instrument (excluding a Loan
Document) to which such Person is a party or by which it or any of its property
is bound or to which any of its properties is subject.

                  "Covenant Reversion Date" means the later of (i) the first day
following delivery by the Company of Financial Statements which evidence that
the Company has maintained a Leverage Ratio of no more than 4.5 to 1 and an
Interest Coverage Ratio of at least 2.10 to 1 for each twelve-month period
ending on the last day of at least two consecutive Fiscal Quarters and (ii) June
30, 2002.

                  "Currency" means Dollars or any Alternate Currency.

                  "Customary Permitted Liens" means, with respect to any Person,
any of the following Liens:

                  (a) Liens with respect to the payment of taxes, assessments or
         governmental charges in all cases which are not yet due or which are
         being contested in good faith by appropriate proceedings and with
         respect to which adequate reserves or other appropriate provisions are
         being maintained to the extent required by GAAP;

                  (b) Liens of landlords arising by statute and liens of
         suppliers, mechanics, carriers, materialmen, warehousemen or workmen
         and other liens imposed by law created in the ordinary course of
         business for amounts not yet due or which are being contested in good
         faith by appropriate proceedings and with respect to which adequate
         reserves or other appropriate provisions are being maintained to the
         extent required by GAAP;

                  (c) deposits made in the ordinary course of business in
         connection with worker's compensation, unemployment insurance or other
         types of social security benefits or to secure the performance of bids,
         tenders, sales, contracts (other than for the repayment of borrowed
         money) and surety, appeal, customs or performance bonds;


                                       10

<PAGE>   17

                  (d) encumbrances arising by reason of zoning restrictions,
         easements, licenses, reservations, covenants, rights-of-way, utility
         easements, building restrictions and other similar encumbrances on the
         use of real property which do not materially detract from the value of
         such real property or interfere with the ordinary conduct of the
         business conducted and proposed to be conducted at such real property;

                  (e) encumbrances arising under leases or subleases of real
         property which do not in the aggregate materially detract from the
         value of such real property or interfere with the ordinary conduct of
         the business conducted and proposed to be conducted at such real
         property; and

                  (f) financing statements of a lessor's rights in and to
         personal property leased to such Person in the ordinary course of such
         Person's business.

                  "Danish Holding Company" means Oxford Automotive Europe, ApS a
Subsidiary of the Company and wholly owned directly by a Guarantor, which
Subsidiary is organized under the laws of Denmark and formed to, among other
purposes, own 100% of the Stock, free and clear of any Liens other than Liens in
favor of the Administrative Agent, of the French Holding Company.

                  "Debt Issuance" means the incurrence of Indebtedness of the
type specified in clause (a) and (b) of the definition of "Indebtedness" by the
Company or any of its Restricted Subsidiaries.

                  "Default" means any event, act or condition which with the
passing of time or the giving of notice or both would become an Event of
Default.

                  "Deferred Reimbursement Tooling Indebtedness" means (i) that
portion of Tooling Indebtedness to be paid by the purchaser of the related
Tooling in the piece price over the term of the related tooling contract
consistent with current practice less (ii) any amount payable by the Company or
a Restricted Subsidiary to a Person other than a Loan Party with respect to the
related Tooling.

                  "Discount Rate" means with respect to each Bankers' Acceptance
issued pursuant to this Agreement with the same maturity date, the rate
determined by Citibank Canada as being the discount rate, calculated on the
basis of a year of 365 or 366 days, as the case may be, of Citibank Canada
established in accordance with its normal practices at or about 10:00 a.m.
Toronto time on the date of issue of such Bankers' Acceptances, for bankers'
acceptances having a comparable face value and an identical maturity date to the
face value and maturity date of the such Bankers' Acceptance.

                  "Discounted Proceeds" means in respect of any Bankers'
Acceptance to be accepted and purchased by a Canadian Lender hereunder on any
day, an amount (rounded to the nearest whole Canadian cent, and with one-half of
one cent being rounded up) calculated on such day by multiplying (i) the face
amount of such Bankers' Acceptance by (ii) the price, where the price is
determined by dividing one by the sum of one plus the product of (A) the
Discount Rate (expressed as a decimal) and (B) a fraction, the numerator of
which is the number of days in the term of such Bankers' Acceptance and the
denominator of which is 365 or 366, as the case may be, with such product being
rounded up or down to the fifth decimal place and .000005 being rounded up.

                  "Disqualified Stock" means with respect to any Person, any
Stock which, 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 is exchangeable for Indebtedness of such Person, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to one year after the later of the Scheduled Termination Date and the Term
Loan Maturity Date.


                                       11

<PAGE>   18

                  "Documentation Agent" has the meaning specified in the
preamble to this Agreement.

                  "Dollar Equivalent" means with respect to any Alternate
Currency at the time of determination thereof, the equivalent of such currency
in Dollars determined by using the rate of exchange quoted by Citibank in New
York, New York at 11:00 a.m. (New York time) on the date of determination to
prime banks in New York for the spot purchase in the New York foreign exchange
market of such amount of Dollars with such Alternate Currency.

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

                  "Domestic Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" opposite
its name on Schedule II or on the Assignment and Acceptance by which it became a
Lender or such other office of such Lender as such Lender may from time to time
specify to the Borrowers and the Administrative Agent.

                  "Domestic Subsidiary" means any Subsidiary of the Borrowers
organized under the laws of any state of the United States of America or the
District of Columbia.

                  "EBITDA" shall mean, for any period, the Consolidated Net
Income for such period plus, without duplication, all amounts deducted in
determining such Consolidated Net Income on account of (a) Interest Expense, (b)
income tax expense (including Michigan Single Business Tax expense), (c)
depreciation and amortization expense and (d) all other non-cash items reducing
Consolidated Net Income (other than items that will require cash payments and
for which an accrual or reserve is, or is required under GAAP to be, made,
except as otherwise consented to by the Administrative Agent), plus, solely with
respect to (i) the Fiscal Quarter ending March 31, 2001, $32,000,000 and (ii) to
the extent actually incurred and approved by PricewaterhouseCoopers LLP, Fiscal
Quarters ending March 31, 2001, June 30, 2001, September 30, 2001 and December
31, 2001, a restructuring charge not to exceed in the aggregate $71,300,000 and
minus all non cash items increasing Consolidated Net Income, in each case for
such period, all as determined for the Company and its Subsidiaries on a
consolidated basis in accordance with GAAP.

                  "Effective Date" means the first date on which all of the
conditions precedent set forth in Article III are satisfied.

                  "Eligible Assignee" means (a) with respect to an assignment by
any Non-Canadian Lender, (i) a Lender or any Affiliate or Approved Fund of such
Lender; (ii) a commercial bank having total assets in excess of $5,000,000,000;
(iii) a finance company, insurance company, other financial institution or fund
acceptable to the Administrative Agent, which is regularly engaged in making,
purchasing or investing in loans including, with respect to any proposed
assignment of all or a portion of a Lender's Revolving Credit Commitment,
revolving loans, and having a net worth, determined in accordance with GAAP, in
excess of $250,000,000 or, to the extent net worth is less than such amount, a
finance company, insurance company, other financial institution or fund,
acceptable to the Administrative Agent and the Borrowers; or (iv) a savings and
loan association or savings bank organized under the laws of the United States
or any State thereof which has a net worth, determined in accordance with GAAP,
in excess of $250,000,000 and (b) with respect to an assignment by any Canadian
Lender, a Canadian Lender which is also an entity described in the foregoing
clause (a).

                  "Environmental Laws" means all applicable Requirements of Law
now or hereafter in effect, as amended or supplemented from time to time,
relating to pollution or the regulation and protection of human health, safety,
the environment or natural resources, including the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. ss.
9601 et



                                       12

<PAGE>   19
seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C. ss. 180
et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7
U.S.C. ss. 136 et seq.); the Resource Conservation and Recovery Act, as amended
(42 U.S.C. ss. 6901 et seq.); the Toxic Substance Control Act, as amended (42
U.S.C. ss. 7401 et seq.); the Clean Air Act, as amended (42 U.S.C. ss. 740 et
seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. ss. 1251
et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. ss. 651
et seq.); the Safe Drinking Water Act, as amended (42 U.S.C. ss. 300f et seq.);
and their state and local counterparts or equivalents and any transfer of
ownership notification or approval statute, including the Industrial Site
Recovery Act (N.J. Stat. Ann. ss. 13:1K-6 et seq.).

                  "Environmental Liabilities and Costs" means, with respect to
any Person, all liabilities, obligations, responsibilities, Remedial Actions,
losses, damages, punitive damages, consequential damages, treble damages, costs
and expenses (including all fees, disbursements and expenses of counsel, experts
and consultants and costs of investigation and feasibility studies), fines,
penalties, sanctions and interest incurred as a result of any claim or demand by
any other Person, whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute, including any thereof arising under
any Environmental Law, Permit, order or agreement with any Governmental
Authority or other Person, which relate to any environmental, health or safety
condition or a Release or threatened Release, and result from the past, present
or future operations of, or ownership of property by, such Person or any of its
Subsidiaries.

                  "Environmental Lien" means any Lien in favor of any
Governmental Authority for Environmental Liabilities and Costs.

                  "ERISA" means the Employee Retirement Income Security Act of
1974 (or any successor legislation thereto), as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control or treated as a single employer with the
Company or any of its Subsidiaries within the meaning of Section 414 (b), (c),
(m) or (o) of the Code.

                  "Euro" means the single currency of the European Union.

                  "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Federal Reserve Board, as in effect from time to
time.

                  "Eurocurrency Base Rate" means, for any Interest Period for
each Eurocurrency Rate Loan in any Currency comprising part of the same
Borrowing, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of one percent) appearing on the Screen for such Currency as the London
Interbank Offered Rate for deposits in such Currency at approximately 11:00 a.m.
London time (or as soon thereafter as practicable) two Business Days prior to
the first day of the Interest Period for such Loan; provided, however, that if
such rate does not appear on such Screen (or, if such Screen shall cease to be
publicly available or if the information contained on such Screen, in the
Administrative Agent's reasonable judgment, shall cease accurately to reflect
such London Interbank Offered Rate, as reported by any publicly available source
of similar market data selected by the Administrative Agent that, in the
Administrative Agent's reasonable judgment, accurately reflects such London
Interbank Offered Rate), the "Eurocurrency Rate" for such Interest Period for
such Eurocurrency Rate Loan in such Currency shall be (a) the rates per annum at
which deposits in such Currency are offered by the Administrative Agent to prime
banks in the London interbank market at approximately 11:00 a.m. (London time)
two Business Days before the first day of the Interest Period for such Loan in
an amount substantially equal to the Eurocurrency Rate Loan comprising part of
such Borrowing to be outstanding during such Interest


                                       13

<PAGE>   20

Period; provided, further, that in the case of each Lender that is subject to
the jurisdiction of the Financial Services Authority of England (or any
successor) the "FSA"), the Eurocurrency Rate shall be increased for each
Interest Period by the associated cost rate (if any) applicable to Loans
denominated for such Interest Period in the lawful currency of England or a
foreign currency pursuant to applicable regulations of the FSA. The Eurocurrency
Rate for any Interest Period for each Eurocurrency Rate Loan comprising part of
the same Borrowing shall be determined by the Administrative Agent on the basis
of the applicable Screen or the applicable rates offered by the Administrative
Agent, as the case may be, two Business Days before the first day of such
Interest Period.

                  "Eurocurrency Lending Office" means, with respect to any
Lender, the office of such Lender specified as its "Eurocurrency Lending Office"
opposite its name on Schedule II or on the Assignment and Acceptance by which it
became a Lender (or, if no such office is specified, its Domestic Lending
Office) or such other office of such Lender as such Lender may from time to time
specify to the Borrowers and the Administrative Agent.

                  "Eurocurrency Rate" means, with respect to any Interest Period
for any Eurocurrency Rate Loan, an interest rate per annum equal to the rate per
annum obtained by dividing (a) the Eurocurrency Base Rate by (b) a percentage
equal to 100% minus the reserve percentage applicable two Business Days before
the first day of such Interest Period under regulations issued from time to time
by the Federal Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement)
for a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities which includes deposits by
reference to which the Eurocurrency Rate is determined) having a term equal to
such Interest Period.

                  "Eurocurrency Rate Loan" means any Loan that, for an Interest
Period, bears interest based on the Eurocurrency Rate.

                  "European Restricted Subsidiary" means any Restricted
Subsidiary of the Company organized under the laws of a country (or any province
thereof) which is a member state of the European Union.

                  "Event of Default" has the meaning specified in Section 7.1.

                  "Excess Cash Flow" means, for the Company and its Restricted
Subsidiaries for any period, EBITDA of the Company and its Restricted
Subsidiaries for such period plus (a) the excess, if any, of the Working Capital
of the Company and its Restricted Subsidiaries at the beginning of such period
over the Working Capital of the Borrowers at the end of such period minus (b)
the sum of (without duplication) (i) scheduled and mandatory cash principal
payments on the Revolving Credit Outstandings and Term Loans during such period
and optional cash principal payments on the Loans during such period (but, in
the case of Revolving Credit Outstandings, only to the extent that the Revolving
Credit Commitments are permanently reduced by the amount of such payments), (ii)
scheduled cash principal payments made by the Company or any of its Restricted
Subsidiaries during such period on other Indebtedness to the extent such other
Indebtedness and payments are permitted by this Agreement, (iii) scheduled
payments made by the Company or any of its Restricted Subsidiaries on Capital
Lease Obligations to the extent such Capital Lease Obligations and payments are
permitted by this Agreement, (iv) Capital Expenditures made by the Company or
any of its Subsidiaries during such period to the extent permitted by this
Agreement, (v) payments made in respect of Investments permitted pursuant to
Section 6.9(b),(c) or (d), and (vi) the excess, if any, of the Working Capital
of the Company and its Restricted Subsidiaries at the end of such period over
the Working Capital of the Company and its Restricted Subsidiaries at the
beginning of such period.


                                       14

<PAGE>   21

                  "Existing Credit Agreement" has the meaning specified in the
recitals to this Agreement.

                  "Existing Foreign Collateral Documents" means (i) each pledge
agreement pursuant to which all or a portion of the Stock of a Foreign
Subsidiary is pledged by a Loan Party to the Collateral Agent for the benefit of
the Secured Parties as security for the Obligations, executed prior to the
Effective Date by a Loan Party in connection with the Existing Credit Agreement
and (ii) the Canadian Collateral Documents.

                  "Existing Loan Documents" means each of the Loan Documents
executed and delivered by a Loan Party on any date prior to the date hereof.

                  "Existing Revolving Credit Outstandings" means Revolving
Credit Outstandings made by the Lenders pursuant to the Existing Credit
Agreement and outstanding on the Effective Date.

                  "Facilities" means (a) the Term Loan Facility and (b) the
Revolving Credit Facility.

                  "Facilities Increase" has the meaning specified in Section
2.20.

                  "Facilities Increase Effective Date" has the meaning specified
in Section 2.20.

                  "Fair Market Value" means (a) with respect to any asset or
group of assets (other than a marketable Security) at any date, the value of the
consideration obtainable in a sale of such asset at such date assuming a sale by
a willing seller to a willing purchaser dealing at arm's length and arranged in
an orderly manner over a reasonable period of time having regard to the nature
and characteristics of such asset, as reasonably determined by the Board of
Directors of the Company, or, if such asset shall have been the subject of a
relatively contemporaneous appraisal by an independent third party appraiser,
the basic assumptions underlying which have not materially changed since its
date, the value set forth in such appraisal, and (b) with respect to any
marketable Security at any date, the closing sale price of such Security on the
Business Day next preceding such date, as appearing in any published list of any
national securities exchange or the Nasdaq Stock Market or, if there is no such
closing sale price of such Security, the final price for the purchase of such
Security at face value quoted on such business day by a financial institution of
recognized standing which regularly deals in securities of such type selected by
the Administrative Agent.

                  "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

                  "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System, or any successor thereto.

                  "Fee Letters" means (i) the letter dated as of June 9, 2000
addressed to the Company from Citicorp and the Arranger and accepted by the
Company on June 9, 2000 with respect to certain fees to be paid from time to
time to Citicorp and the Arranger and (ii) the letter dated as of the Effective
Date addressed to the Company from Citicorp and accepted by the Company on the
Effective Date with respect to certain fees to be paid to Citicorp.


                                       15

<PAGE>   22


                  "Financial Statements" means the financial statements of the
Borrowers and its Subsidiaries delivered in accordance with Sections 4.6 and
5.4.

                  "Fiscal Quarter" means each of the three month periods ending
on March 31, June 30, September 30 and December 31.

                  "Fiscal Year" means the twelve month period ending on March 31
of each calendar year.

                  "Foreign Collateral Documents" means (i) the Existing Foreign
Collateral Documents and (ii) the Additional Foreign Collateral Documents.

                  "Foreign Subsidiary" means any Subsidiary incorporated or
formed in any jurisdiction other than any State of the United States of America.

                  "French Holding Company" means Oxford Automotive France, SAS,
a societe par actions simplifiee organized and existing under the laws of
France.

                  "GAAP" means GAAP in the United States of America as in effect
from time to time set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
the statements and pronouncements of the Financial Accounting Standards Board,
or in such other statements by such other entity as may be in general use by
significant segments of the accounting profession, which are applicable to the
circumstances as of the date of determination.

                  "Governmental Authority" means any nation or government, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

                  "Granting Bank" has the meaning specified in Section 9.2(e).

                  "Guarantor" means each Borrower (in its capacity as such) and
each Subsidiary Guarantor.

                  "Guaranty" means the Guaranty dated as of August 1, 2000 and
executed and delivered to the Secured Parties by each Guarantor.

                  "Guaranty Obligation" means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of such Person with
respect to any Indebtedness of another Person, if the purpose or intent of such
Person in incurring the Guaranty Obligation is to provide assurance to the
obligee of such Indebtedness that such Indebtedness will be paid or discharged,
or that any agreement relating thereto will be complied with, or that any holder
of such Indebtedness will be protected (in whole or in part) against loss in
respect thereof including, (a) the direct or indirect guaranty, endorsement
(other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of
Indebtedness of another Person and (b) any liability of such Person for
Indebtedness of another Person through any agreement (contingent or otherwise)
(i) to purchase, repurchase or otherwise acquire such Indebtedness or any
security therefor, or to provide funds for the payment or discharge of such
Indebtedness (whether in the form of a loan, advance, stock purchase, capital
contribution or otherwise), (ii) to maintain the solvency or any balance sheet
item, level of income or financial condition of another Person, (iii) to make
take-or-pay or similar payments, if required, regardless of non-performance by
any other party or parties to an agreement, (iv) to purchase, sell or lease (as
lessor or lessee) property, or to purchase or sell services, primarily for the
purpose of enabling the


                                       16

<PAGE>   23

debtor to make payment of such Indebtedness or to assure the holder of such
Indebtedness against loss, or (v) to supply funds to or in any other manner
invest in such other Person (including to pay for property or services
irrespective of whether such property is received or such services are
rendered), if in the case of any agreement described under subclause (i), (ii),
(iii), (iv) or (v) of clause (b) of this sentence the primary purpose or intent
thereof is to provide assurance to the obligee of such Indebtedness that such
Indebtedness will be paid or discharged, or that any agreement relating thereto
will be complied with, or that any holder of such Indebtedness will be protected
(in whole or in part) against loss in respect thereof. The amount of any
Guaranty Obligation shall be equal to the amount of the Indebtedness so
guaranteed or otherwise supported.

                  "Hazardous Materials" means any material, substance or waste
that is classified, regulated or otherwise characterized under any Environmental
Law as hazardous, toxic, a contaminant or a pollutant or by other words of
similar meaning or regulatory effect, including any petroleum or
petroleum-derived substance or waste, asbestos and polychlorinated biphenyls.

                  "Hedging Contracts" means all Interest Rate Contracts, foreign
exchange contracts, currency swap or option agreements, forward contracts,
commodity swap, purchase or option agreements, other commodity price hedging
arrangements, and all other similar agreements or arrangements designed to alter
the risks of any Person arising from fluctuations in interest rates, currency
values or commodity prices.

                  "Indebtedness" of any Person means without duplication (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person evidenced by notes, bonds, debentures or similar instruments or which
bear interest, (c) all reimbursement and all obligations with respect to letters
of credit, bankers' acceptances, surety bonds and performance bonds, whether or
not matured, (d) all indebtedness for the deferred purchase price of property or
services, other than trade payables incurred in the ordinary course of business
which are not overdue, (e) all indebtedness of such Person created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (f) all Capital Lease Obligations of
such Person and the present value of future rental payments under all synthetic
leases, (g) all Guaranty Obligations of such Person, (h) all obligations of such
Person to purchase, redeem, retire, defease or otherwise acquire for value any
Stock or Stock Equivalents of such Person, valued, in the case of redeemable
preferred stock, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends, (i) all payments that such Person
would have to make in the event of an early termination on the date Indebtedness
of such Person is being determined in respect of Hedging Contracts of such
Person and (j) all Indebtedness of the type referred to above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in property (including accounts
and general intangibles) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness.

                  "Indemnitees" has the meaning specified in Section 9.4.

                  "Interbank Rate" means, for any period, (i) in respect of
Obligations denominated in Dollars, the Federal Funds Rate in effect during such
period, and (ii) in respect of Obligations denominated in Alternative
Currencies, the Administrative Agent's cost of funds for such period.

                  "Interest Coverage Ratio" means, with respect to any Person
for any period, the ratio of EBITDA of such Person for such period to Interest
Expense of such Person for such period.

                                       17

<PAGE>   24

                  "Interest Expense" shall mean, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries, (i) interest
expense attributable to Capital Lease obligations, (ii) amortization of debt
discount, (iii) capitalized interest, (iv) non-cash interest expense, (v)
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing, (vi) net costs associated with
Hedging Contracts (including amortization of fees), (vii) Preferred Stock
dividends in respect of all Preferred Stock held by Persons other than the
Company or a Restricted Subsidiary, and (viii) interest actually paid by the
Company or any Restricted Subsidiary on any Indebtedness of any other Person.
Notwithstanding the foregoing, net interest expense attributable to Deferred
Reimbursement Tooling Indebtedness (in an aggregate principal amount not to
exceed $4,000,000) shall not be included in Interest Expense.

                  "Interest Period" means, in the case of any Eurocurrency Rate
Loan, (a) initially, the period commencing on the date such Loan is made or on
the date of conversion of a Base Rate Loan to such Eurocurrency Rate Loan and
ending one, two, three or six months thereafter, as selected by the Borrowers in
the Notice of Borrowing or Notice of Conversion or Continuation given to the
Administrative Agent pursuant to Section 2.2 or 2.12, and (b) thereafter, if
such Loan is continued, in whole or in part, as a Eurocurrency Rate Loan
pursuant to Section 2.12, a period commencing on the last day of the immediately
preceding Interest Period therefor and ending one, two, three or six months
thereafter, as selected by the Borrowers in the Notice of Conversion or
Continuation given to the Administrative Agent pursuant to Section 2.12;
provided, however, that all of the foregoing provisions relating to Interest
Periods in respect of Eurocurrency Rate Loans are subject to the following:

                           (i) if any Interest Period would otherwise end on a
         day which is not a Business Day, such Interest Period shall be extended
         to the next succeeding Business Day, unless the result of such
         extension would be to extend such Interest Period into another calendar
         month, in which event such Interest Period shall end on the immediately
         preceding Business Day;

                           (ii) any Interest Period that begins on the last
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall end on the last Business Day of a calendar
         month;

                           (iii) the Borrowers may not select any Interest
         Period that ends after the date of a scheduled principal payment on the
         Loans as set forth in Article II unless, after giving effect to such
         selection, the aggregate unpaid principal amount of the Loans for which
         Interest Periods end after such scheduled principal payment shall be
         equal to or less than the principal amount to which the Loans are
         required to be reduced after such scheduled principal payment is made;

                           (iv) the Borrowers may not select any Interest Period
         in respect of Loans having an aggregate principal amount of less than
         $5,000,000; and

                           (v) there shall be outstanding at any one time no
         more than ten (10) Interest Periods in the aggregate.

                  "Interest Rate Contracts" means all interest rate swap
agreements, interest rate cap agreements, interest rate collar agreements and
interest rate insurance.

                  "Investment" means, with respect to any Person, (a) any
purchase or other acquisition by that Person of (i) any Security issued by, (ii)
a beneficial interest in any Security issued by, or (iii) any other equity
ownership interest in, any other Person, (b) any purchase by that Person of all
or a significant part of the assets of a business conducted by another Person,
and (c) any loan, advance (other than


                                       18

<PAGE>   25

deposits with financial institutions available for withdrawal on demand, prepaid
expenses, accounts receivable and similar items made or incurred in the ordinary
course of business as presently conducted), or capital contribution by that
Person to any other Person, including all Indebtedness to such Person arising
from a sale of property by such Person other than in the ordinary course of its
business.

                  "IRS" means the Internal Revenue Service of the United States
or any successor thereto.

                  "Issuer" means each Lender or Affiliate of a Lender that (a)
is listed on the signature pages hereof as an "Issuer" or (b) hereafter becomes
an Issuer with the approval of the Administrative Agent and the Borrowers by
agreeing pursuant to an agreement with and in form and substance satisfactory to
the Administrative Agent and the Borrowers to be bound by the terms hereof
applicable to Issuers.

                  "Leases" means, with respect to any Person, all of those
leasehold estates in real property of such Person, as lessee, as such may be
amended, supplemented or otherwise modified from time to time.

                  "Lender" means each financial institution or other entity that
(a) is listed on the signature pages hereof as a "Lender" or (b) from time to
time becomes a party hereto by execution of an Assignment and Acceptance or an
Assumption Agreement.

                  "Letter of Credit" means any letter of credit issued pursuant
to Section 2.4.

                  "Letter of Credit Obligations" means, at any time, the
aggregate of all liabilities at such time of the Borrowers to all Issuers with
respect to Letters of Credit, whether or not any such liability is contingent,
and includes the sum of (a) the Reimbursement Obligations owing in respect of
Letters of Credit at such time and (b) the Letter of Credit Undrawn Amounts at
such time. For purposes of determining the amount of Letter of Credit
Obligations (or any component thereof) in respect of any Letter of Credit that
is denominated in an Alternate Currency, such amount shall equal the Dollar
Equivalent of the amount of such Alternate Currency at the time of determination
thereof.

                  "Letter of Credit Reimbursement Agreement" has the meaning
specified in Section 2.4(e).

                  "Letter of Credit Request" has the meaning specified in
Section 2.4(c).

                  "Letter of Credit Undrawn Amounts" means, at any time, the
aggregate undrawn face amount of all Letters of Credit outstanding at such time.

                  "Leverage Ratio" means with respect to any Person for any
period, the ratio of (a) Total Debt of such Person as of the last day of such
period to (b) EBITDA for such Person for such period.

                  "Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, charge, deposit arrangement, encumbrance, lien
(statutory or other), security interest or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
intended to assure payment of any Indebtedness or other obligation, including
any conditional sale or other title retention agreement, the interest of a
lessor under a Capital Lease, any financing lease having substantially the same
economic effect as any of the foregoing, in the case of a Security, any purchase
option, call or similar right with respect to such Security, and the filing of
any financing statement under the Uniform Commercial Code or comparable law of
any jurisdiction naming the owner of the asset to which such Lien relates as
debtor.


                                       19

<PAGE>   26

                  "Loan" means any loan made by any Lender pursuant to this
Agreement including, any Revolving Loan, Term Loan or Swing Loan

                  "Loan Documents" means, collectively, this Agreement, each
Affirmation Agreement, the Notes (if any), the Guaranties, the Fee Letters, each
Letter of Credit Reimbursement Agreement, each Hedging Contract to which a Loan
Party and a Lender or an Affiliate of a Lender is a party, each agreement
pursuant to which a Lender or an Affiliate of a Lender provides cash management
services to a Loan Party, the Collateral Documents, the Consent and Agreement to
the Mexican Intercreditor Agreement, and each certificate, agreement or document
executed by a Loan Party and delivered to the Administrative Agent, the
Collateral Agent or any Lender in connection with or pursuant to any of the
foregoing.

                  "Loan Party" means each of the Borrowers, each Subsidiary
Guarantor and each other Subsidiary of the Company that executes and delivers a
Guaranty or a Collateral Document.

                  "Lobdell" means Lobdell Emery Corporation, a Michigan
corporation.

                  "Lobdell Preferred Stock" means all existing preferred stock
issued by Lobdell, including the Series B Preferred Stock and Series A Preferred
Stock, in the aggregate amount of $40,451,000.

                  "Lobdell Preferred Stock Documents" means all stock
certificates, agreements and other documents relating to the terms of the
Preferred Stock or otherwise relating to the Preferred Stock.

                  "Management Agreement" has the meaning specified in Section
6.18.

                  "Material Adverse Change" means a material adverse change in
any of (a) the business, condition (financial or otherwise), operations,
performance, properties or prospects of each Loan Party, individually, or the
Company and its Subsidiaries, taken as a whole, (b) the ability of the Loan
Parties to perform their respective obligations under the Loan Documents or (c)
the ability of the Administrative Agent, Collateral Agent or the Lenders to
enforce the Loan Documents.

                  "Material Adverse Effect" means an effect that results in or
causes, or could reasonably be expected to result in or cause, a Material
Adverse Change.

                  "Mexican Facility" means the $75,000,000 Cross-Border Asset
Use Facility of the Mexican Subsidiaries pursuant to the Mexican Facility
Documents.

                  "Mexican Facility Documents" means the agreements and
documents described on Schedule 4.25, and any other "Operative Document" (as
defined in Appendix A to the Asset Use Agreement dated as of March 31, 1999
between Automotive Business Trust 1999-A and Automotriz de Mexico, S.A. de
C.V.).

                  "Mexican Facility Guaranty" means the Guaranty dated March 31,
1999 executed by the Company in favor of the Mexican Trust guaranteeing the
lease payments of the Mexican Subsidiaries under the Asset Use Agreement (as
defined on Schedule 4.25) as amended from time to time in accordance with
Section 6.17.

                  "Mexican Facility Obligations" means all present and future
obligations and liabilities of any kind, direct, contingent or otherwise,
pursuant to the Mexican Facility Documents or otherwise under the Mexican
Facility.


                                       20

<PAGE>   27

                  "Mexican Facility Tranche A Guaranty" means that portion of
the Mexican Facility Guaranty allocable to the Mexican Facility Tranche A Loans.

                  "Mexican Facility Tranche A Guaranty Obligations" means all
amounts, obligations, covenants and duties owing by the Company to any Mexican
Facility Tranche A Lender of every type and description, present or future,
arising under the Mexican Facility Tranche A Guaranty, whether direct or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired and includes all fees, interest, charges,
expenses, fees, attorneys' fees and disbursements and other sums chargeable to
the Company under the Mexican Facility Tranche A Guaranty.

                  "Mexican Facility Tranche A Lenders" means the lenders of the
Mexican Facility Tranche A Loans.

                  "Mexican Facility Tranche A Loans" means the Tranche A Loans
made or to be made under, and as defined in, the Mexican Facility Documents in
an aggregate amount not to exceed $63,000,000.

                  "Mexican Intercreditor Agreement" means the Amended and
Restated Intercreditor Agreement dated as of August 31, 2000 among the
Administrative Agent, the Collateral Agent, the Bank of Montreal, as Funding
Agent (as defined therein) and all other parties thereto.

                  "Mexican Manufacturing Facility" means the Ramos Arizpe
manufacturing facility of the Company located in Mexico as described by the
Company to the Administrative Agent.

                  "Mexican Subsidiaries" means Subsidiaries of the Company
described on Schedule 4.4, which are the only Subsidiaries of the Company
located in Mexico or organized or existing under the laws of Mexico or any
political subdivision thereof as of the Effective Date. The Mexican Subsidiaries
shall be deemed Restricted Subsidiaries.

                  "Mexican Trust" means Oxford Automotive Business Trust 1999-A,
a special purpose trust, and lessor under the Mexican Facility.

                  "Mexico" means the United Mexican States.

                  "Mortgage Documents" means the mortgages, deeds of trust and
other real estate security documents and each amendment thereto or assignment
thereof made or required herein to be made by the Company or any other Loan
Party, as may be amended from time to time and includes all such Mortgage
Documents executed and delivered prior to the Effective Date.

                  "Multicurrency Loan" means a Revolving Loan made in an
Alternate Currency.

                  "Multicurrency Sublimit" means, (i) with respect to Canadian
Revolving Credit Outstandings, the maximum aggregate outstanding principal
amount of such Revolving Credit Outstandings, the Dollar Equivalent of which
shall not exceed $50,000,000 and (ii) with respect to Revolving Credit
Outstandings denominated in Euros, the maximum aggregate outstanding principal
amount of such Revolving Credit Outstandings, the Dollar Equivalent of which
shall not exceed $75,000,000.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which the Company, any of its Subsidiaries or
any ERISA Affiliate has any obligation or liability, contingent or otherwise.



                                       21

<PAGE>   28

                  "Net Cash Proceeds" means proceeds received by the Company or
any of its Restricted Subsidiaries after the Original Effective Date in cash or
Cash Equivalents from any (a) Asset Sale, net of (i) the reasonable cash costs
of sale, assignment or other disposition, (ii) taxes paid or payable as a result
thereof and (iii) any amount required to be paid or prepaid on Indebtedness
(other than the Obligations) secured by the assets subject to such Asset Sale;
provided, however, that the evidence of each of (i), (ii) and (iii) are provided
to the Administrative Agent in form and substance satisfactory to it; (b)
Property Loss Event; or (c) Debt Issuance permitted under clause (f) of Section
6.2, in each case net of brokers' and advisors' fees and other costs incurred in
connection with such transaction; provided, however, that in the case of this
clause (c) evidence of such costs is provided to the Administrative Agent in
form and substance satisfactory to it.

                  "Net Equity Proceeds" means proceeds received by the Company
after the Closing Date in cash or Cash Equivalents from the issue of any Stock
of the Company to any Person (other than the Company or any of its Subsidiaries)
or from any capital contribution made to the Company by any holder of Stock of
the Company, in each case net of brokers' and advisors' fees and other costs
incurred in connection with such transaction.

                  "Non-Canadian Lender" means each Revolving Credit Lender other
than a Canadian Lender.

                  "Non-Funding Lender" has the meaning specified in Section
2.2(h).

                  "Non-U.S. Lender" means each Lender or Administrative Agent
that is not a United States person as defined in Section 7701(a)(30) of the
Code.

                  "Note" means any Revolving Credit Note or Term Loan Note.

                  "Notice of Borrowing" has the meaning specified in Section
2.2(a).

                  "Notice of Conversion or Continuation" has the meaning
specified in Section 2.12.

                  "OASP I" means OASP, Inc., a Michigan corporation, and wholly
owned Subsidiary of the Company.

                  "OASP II" means OASP II, Inc., a Michigan corporation, and
wholly owned Subsidiary of the Company.

                  "Obligations" means the Loans, the Letter of Credit
Obligations, the Bankers' Acceptance Obligations and all other amounts,
obligations, covenants and duties owing by the Borrowers to the Administrative
Agent, any Lender, any Issuer, any Affiliate of any of them or any Indemnitee,
of every type and description (whether by reason of an extension of credit,
opening or amendment of a letter of credit or payment of any draft drawn
thereunder, loan, bankers' acceptance, guaranty, indemnification, foreign
exchange or currency swap transaction, interest rate hedging transaction or
otherwise), present or future, arising under this Agreement, any other Loan
Document, any Hedging Contract, any agreement for cash management services
entered into in connection with this Agreement or any other Loan Document,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired and whether or not evidenced by any note, guaranty or other instrument
or for the payment of money, and includes all letter of credit, cash management
and other fees, interest, charges, expenses, fees, attorneys' fees and
disbursements and other sums chargeable to the Borrowers under this Agreement,
any other Loan Document, any Hedging Contract or any agreement for cash
management services entered into in


                                       22

<PAGE>   29

connection with this Agreement or any other Loan Document and all obligations of
the Borrowers to cash collateralize Letter of Credit Obligations.

                  "Original Effective Date" means August 1, 2000, the "Effective
Date" as defined in the Existing Credit Agreement.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

                  "Permit" means any permit, approval, authorization, license,
variance or permission required from a Governmental Authority under an
applicable Requirement of Law.

                  "Permitted Acquisition" means each Acquisition permitted to be
consummated pursuant to Section 6.4.

                  "Permitted Disqualified Stock" has the meaning specified in
Section 6.16.

                  "Permitted Holders" means (i) any of Selwyn Isakow, his spouse
and any of his lineal descendants and their respective spouses (collectively,
the "Isakow Family"), whether acting in their own name or as one or as a
majority of Persons having the power to exercise the voting rights attached to,
or having investment power over, shares held by others, (ii) any Person wholly
owned and controlled by any member of the Isakow Family, (iii) any trust solely
for the benefit of one or more members of the Isakow Family (whether or not any
member of the Isakow Family is a trustee of such trust) and (iv) the individuals
that were holders on the Original Effective Date of the Voting Stock of the
Company.

                  "Permitted Liens" means the Liens permitted under clauses (a)
through (i) of Section 6.3.

                  "Person" means an individual, partnership, corporation
(including a business trust), joint stock company, estate, trust, limited
liability company, unincorporated association, joint venture or other entity, or
a Governmental Authority.

                  "Pledge and Security Agreement" means the Pledge and Security
Agreement dated August 1, 2000 and executed and delivered to the Collateral
Agent by the Borrowers and each Subsidiary Guarantor.

                  "Pledged Notes" has the meaning specified in the Pledge and
Security Agreement.

                  "Pledged Stock" has the meaning specified in the Pledge and
Security Agreement.

                  "Preferred Stock" means all Lobdell Preferred Stock and all
other preferred stock or similar Stock issued by the Company or any of its
Restricted Subsidiaries at any time.

                  "Pro Forma Basis" means, with respect to any determination for
any period, that such determination shall be made giving pro forma effect to
each Permitted Acquisition and Asset Sale of a Person, business or asset
consummated during such period, together with all transactions relating thereto
consummated during such period (including any incurrence, assumption,
refinancing or repayment of Indebtedness), as if such Permitted Acquisition,
Asset Sale and related transactions had been consummated on the first day of
such period, in each case (i) based on historical results accounted for in
accordance with GAAP and, to the extent applicable, reasonable assumptions that
are specified in reasonable detail in the relevant computation furnished to the
Administrative Agent pursuant to Section 5.4(c) or (d) and (ii) prepared in
accordance with Regulation S-X under the Securities Act of 1933, as amended or,
if not in accordance with Regulation S-X, accompanied by a certificate of the
Company's


                                       23

<PAGE>   30

chief financial officer certifying that such determination (including all
related results and assumptions) has been made in a manner not inconsistent with
GAAP and has been approved in writing by the Company's Board of Directors (or
the audit committee thereof, if any).

                  "Prohibited Transaction" means any transaction involving any
Title IV Plan which is proscribed by Section 406 of ERISA or Section 4975 of the
Code.

                  "Projections" means those financial projections dated March 8,
2001, covering the Fiscal Years ending in 2002 through 2005, inclusive,
delivered to the Lenders by the Company.

                  "Property Loss Event" means any loss of or damage to property
of the Company or any of its Restricted Subsidiaries that results in the receipt
by such Person of proceeds of insurance in excess of $1,000,000 or any taking of
property of the Company or any of its Restricted Subsidiaries that results in
the receipt by such Person of a compensation payment in respect thereof in
excess of $1,000,000.

                  "Protective Advances" means all expenses, disbursements and
advances incurred by the Administrative Agent pursuant to the Loan Documents
after the occurrence and during the continuance of an Event of Default which the
Administrative Agent, in its sole discretion, deems necessary or desirable to
preserve or protect the Collateral or any portion thereof or to enhance the
likelihood or maximize the amount of repayment of the Obligations.

                  "Ratable Portion" or "ratably" means, with respect to any
Lender, (a) with respect to the Revolving Credit Facility, the percentage
obtained by dividing (i) the Revolving Credit Commitment of such Lender by (ii)
the aggregate Revolving Credit Commitments of all Lenders (or, at any time after
the Revolving Credit Termination Date, the percentage obtained by dividing the
aggregate outstanding principal balance of the Revolving Credit Outstandings
owing to such Lender by the aggregate outstanding principal balance of the
Revolving Credit Outstandings owing to all Lenders), and (b) with respect to the
Term Loan Facility, the percentage obtained by dividing (i) the Term Loan
Commitment of such Lender by (ii) the aggregate Term Loan Commitments of all
Lenders (or, at any time after the Original Effective Date, the percentage
obtained by dividing the principal amount of such Lender's Term Loans by the
aggregate Term Loans of all Lenders).

                  "Register" has the meaning specified in Section 9.2(c).

                  "Reimbursement Obligations" means all matured reimbursement or
repayment obligations of a Borrower to any Issuer with respect to amounts drawn
under Letters of Credit or to any Canadian Lender with respect to any unpaid
Bankers' Acceptance.

                  "Reinvestment Deferred Amount" means, with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by the Company or
any of its Subsidiaries in connection therewith which are not initially applied
to prepay the Loans pursuant to Section 2.10 as a result of the delivery of a
Reinvestment Notice.

                  "Reinvestment Event" means any Asset Sale or Property Loss
Event in respect of which any of the Borrowers has delivered a Reinvestment
Notice.

                  "Reinvestment Notice" means a written notice executed by a
Responsible Officer of a Borrower stating that no Default or Event of Default
has occurred and is continuing and that the Borrower (directly or indirectly
through one of its Subsidiaries) intends and expects to use all or a specified
portion of the Net Cash Proceeds of an Asset Sale or Property Loss Event to
acquire replacement assets useful in its or one of its Restricted Subsidiaries'
businesses or effect repairs in the case of a Property Loss Event;




                                       24

<PAGE>   31

provided, however, that Net Cash Proceeds arising from a sale of Collateral
which is consummated prior to the Covenant Reversion Date shall be used solely
to acquire replacement assets that will, upon acquisition thereof by the Company
or a Restricted Subsidiary, be subject to a first priority perfected Lien in
favor of the Collateral Agent, for the benefit of the Secured Parties.

                  "Reinvestment Prepayment Amount" means, with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended or required to be expended pursuant to a Contractual Obligation
entered into prior to the relevant Reinvestment Prepayment Date to acquire
replacement assets useful in the Company's or one of its Restricted Subsidiary's
businesses or to effect repairs in the case of a Property Loss Event; provided,
however, Net Cash Proceeds arising from a sale of Collateral which is
consummated prior to the Covenant Reversion Date shall be used solely to acquire
replacement assets that will, upon acquisition thereof by the Company or a
Restricted Subsidiary, be subject to a first priority perfected Lien in favor of
the Collateral Agent, for the benefit of the Secured Parties.

                  "Reinvestment Prepayment Date" means, with respect to any
Reinvestment Event, the earliest of (i) the date occurring 180 days after such
Reinvestment Event, (ii) the date five Business Days after the date on which a
Borrower shall have notified the Administrative Agent of such Borrower's
determination not to acquire replacement assets useful in the Company's or a
Restricted Subsidiary's business or effect repairs in the case of a Property
Loss Event (or failure to diligently pursue such repairs) with all or any
portion of the relevant Reinvestment Deferred Amount and (iii) during the
continuance of an Event of Default, the date specified in a written notice
received by the Company from the Administrative Agent.

                  "Release" means, with respect to any Person, any release,
spill, emission, leaking, pumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration, in each case, of any Contaminant into the
indoor or outdoor environment or into or out of any property owned by such
Person, including the movement of Contaminants through or in the air, soil,
surface water, ground water or property.

                  "Remedial Action" means all actions required to (a) clean up,
remove, treat or in any other way address any Contaminant in the indoor or
outdoor environment, (b) prevent the Release or threat of Release or minimize
the further Release so that a Contaminant does not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor
environment or (c) perform pre-remedial studies and investigations and
post-remedial monitoring and care.

                  "Reportable Event" means 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.

                  "Requirement of Law" means, with respect to any Person, the
common law and all federal, state, local and foreign laws, rules and
regulations, orders, judgments, decrees and other legal requirements or
determinations of any Governmental Authority or arbitrator, applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.

                  "Requisite Lenders" means, collectively, Lenders having at
least (a) fifty-one percent (51%) of the aggregate outstanding amount of the
Revolving Credit Commitments or, after the Revolving Credit Termination Date,
fifty-one percent (51%) of the aggregate Revolving Credit Outstandings and (b)
fifty-one percent (51%) of the Term Loan Commitments and, after the Original
Effective Date, fifty-one percent (51%) of the principal amount of all Term
Loans then outstanding. A Non-Funding Lender shall not be included in the
calculation of "Requisite Lenders."



                                       25

<PAGE>   32

                  "Requisite Revolving Credit Lenders" means Revolving Credit
Lenders having at least fifty-one percent (51%) of the aggregate outstanding
amount of the Revolving Credit Commitments or, after the Revolving Credit
Termination Date, fifty-one percent (51%) of the aggregate Revolving Credit
Outstandings. A Non-Funding Lender shall not be included in the calculation of
"Requisite Revolving Credit Lenders."

                  "Requisite Term Loan Lenders" means Term Loan Lenders having
at least fifty-one percent (51%) of the Term Loan Commitments or, after the
Original Effective Date, fifty-one percent (51%) of the principal amount of all
Term Loans then outstanding.

                  "Responsible Officer" means, with respect to any Person, any
of the principal executive officers of such Person, but in any event, with
respect to financial matters, the chief financial officer, treasurer or
controller of such Person.

                  "Restricted Payment" means (a) any dividend or other
distribution, direct or indirect, on account of any Stock or Stock Equivalents
of the Company or any of its Subsidiaries now or hereafter outstanding, except a
dividend payable solely in Stock or Stock Equivalents or a dividend or
distribution payable solely to the Borrowers and/or one or more Subsidiary
Guarantors, (b) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Stock or
Stock Equivalents of the Company or any of its Subsidiaries now or hereafter
outstanding other than one payable solely to the Borrowers and/or one or more
Subsidiary Guarantors, and (c) any payment or prepayment of principal, premium
(if any), interest, fees (including fees to obtain any waiver or consent in
connection with any Security) or other charges on, or redemption, purchase,
retirement, defeasance, sinking fund or similar payment with respect to, any
Indebtedness of the Company or any of its Subsidiaries or any other Loan Party,
including any such payment of, or in respect of, the Mexican Facility
Obligations or any action of a Loan Party that has an effect which is the
equivalent of such payment, other than any required redemptions, retirement,
purchases, interest payments or other payments, in each case to the extent
permitted to be made by the terms of such Indebtedness after giving effect to
any applicable subordination provisions.

                  "Restricted Subsidiary" means each Subsidiary of the Company
that is not an Unrestricted Subsidiary.

                  "Revolving Credit Borrowing" means Revolving Loans made on the
same day by the Revolving Credit Lenders ratably according to their respective
Revolving Credit Commitments.

                  "Revolving Credit Commitment" means, with respect to each
Revolving Credit Lender, the commitment of such Lender to make Revolving Loans
and acquire interests in other Revolving Credit Outstandings in the aggregate
principal amount outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule I under the caption "Revolving Credit Commitment," as
amended to reflect each Assignment and Acceptance or Assumption Agreement
executed by such Lender and as such amount may be adjusted pursuant to this
Agreement.

                  "Revolving Credit Facility" means the Revolving Credit
Commitments and the provisions herein related to the Revolving Loans, Swing
Loans and Letters of Credit.

                  "Revolving Credit Lender" means each Lender having a Revolving
Credit Commitment.

                  "Revolving Credit Note" means any promissory note of any
Borrower payable to the order of any Revolving Credit Lender in a principal
amount equal to the amount of such Lender's



                                       26

<PAGE>   33

Revolving Credit Commitment evidencing the aggregate Indebtedness of such
Borrower to such Lender resulting from the Revolving Loans owing to such Lender.

                  "Revolving Credit Outstandings" means, at any particular time,
the sum of (a) the principal amount of the Revolving Loans outstanding at such
time plus (b) the Letter of Credit Obligations outstanding at such time plus (c)
the principal amount of Swing Loans outstanding at such time plus (d) the face
amount of Bankers' Acceptances and the principal amount of BA Equivalent Loans
outstanding at such time. For the purposes of determining the amount of
Revolving Credit Outstandings (or any component thereof) in respect of any such
Obligation that is denominated in an Alternate Currency, such amount shall equal
the Dollar Equivalent of the amount of such Alternate Currency at the time of
determination thereof.

                  "Revolving Credit Termination Date" means the earliest of (a)
the Scheduled Termination Date, (b) the date of termination of the Revolving
Credit Commitments pursuant to Section 2.6 and (c) the date on which the
Obligations become due and payable pursuant to Section 9.2.

                  "Revolving Loan" has the meaning specified in Section 2.1(a).

                  "Scheduled Termination Date" means the earlier of (a) June 30,
2005 and (b) the "Termination Date" as defined under the Mexican Facility
Documents.

                  "Screen" means the Dow Jones Market Services telerate screen
or such other comparable publicly available service for displaying eurocurrency
rates as may be selected by the Administrative Agent.

                  "Secured Obligations" means (a) in the case of the Company,
the Obligations of the Company and the Mexican Facility Tranche A Guaranty
Obligations, (b) in the case of any Guarantor that is a Domestic Subsidiary, the
obligations of such Guarantor under the Guaranty and the other Loan Documents to
which it is a party and the Mexican Facility Tranche A Guaranty Obligations, (c)
in the case of the Canadian Borrower, the Obligations of such Guarantor in its
capacity as the Canadian Borrower, the obligations of such Guarantor under the
Guaranty and the Mexican Facility Tranche A Guaranty Obligations, and (d) in the
case of any Guarantor that is a Foreign Subsidiary (other than the Canadian
Borrower), the obligations of such Guarantor under the Guaranty and the other
Loan Documents to which it is a party.

                  "Secured Parties" means (a) the Lenders, the Issuers, the
Administrative Agent, the Collateral Agent and any other holder of any of the
Obligations and (b) if and to the extent set forth in the Mexican Intercreditor
Agreement, any holder of the Mexican Facility Tranche A Guaranty Obligations.

                  "Security" means any Stock, Stock Equivalent, voting trust
certificate, bond, debenture, note or other evidence of Indebtedness, whether
secured, unsecured, convertible or subordinated, or any certificate of interest,
share or participation in, or any temporary or interim certificate for the
purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing, but shall not include any evidence of the Obligations.

                  "Senior Leverage Ratio" means, with respect to any Person for
any period, the ratio of (a) (i) Total Debt of such Person as of the last day of
such period minus (ii) that portion of such Total Debt constituting Subordinated
Debt to (b) EBITDA for such Person for such period.


                                       27

<PAGE>   34

                  "Senior Subordinated Debt Documents" means the Senior
Subordinated Note Indentures, the Senior Subordinated Notes and all agreements
and documents executed in connection therewith at any time, including without
limitation those agreements and documents listed on Schedule 4.20.

                  "Senior Subordinated Notes" means the Senior Subordinated
Notes issued by the Company in the aggregate original principal amount of
$200,000,000 due 2007 issued pursuant to the Senior Subordinated Note
Indentures.

                  "Senior Subordinated Note Indentures" means, collectively, the
Senior Subordinated Indenture between the Company, the subsidiary guarantors
named therein and First Trust National Association, as trustee, dated as of June
24, 1997, as amended or modified from time to time and the Indenture between the
Company, the subsidiary guarantors named therein, and U.S. Bank Trust National
Association, as trustee, dated as of December 1, 1998, as amended or modified
from time to time.

                  "Solvent" means, with respect to any Person, that the value of
the assets of such Person (both at fair value and present fair saleable value)
is, on the date of determination, greater than the total amount of liabilities
(including contingent and unliquidated liabilities) of such Person as of such
date and that, as of such date, such Person is able to pay all liabilities of
such Person as such liabilities mature and does not have unreasonably small
capital. In computing the amount of contingent or unliquidated liabilities at
any time, such liabilities will be computed at the amount which, in light of all
the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability.

                  "SPC" has the meaning specified in Section 9.2(e).

                  "Stock" means shares of capital stock (whether denominated as
common stock or preferred stock), beneficial, partnership or membership
interests, participations or other equivalents (regardless of how designated) of
or in a corporation, partnership, limited liability company or equivalent
entity, whether voting or non-voting.

                  "Stock Equivalents" means all securities convertible into or
exchangeable for Stock and all warrants, options or other rights to purchase or
subscribe for any Stock, whether or not presently convertible, exchangeable or
exercisable.

                  "Subordinated Debt" of any Person shall mean, as of any date,
that Indebtedness of such Person for borrowed money which is expressly
subordinate and junior in right and priority of payment to the Obligations and
other Indebtedness of such Person to the Lenders in manner, by agreement and
subject to terms and provisions satisfactory in form and substance to the
Requisite Lenders and subject to such other terms and provisions, including
without limitation maturities, covenants, defaults, rates and fees, acceptable
to the Requisite Lenders, and shall include, without limitation, all
Indebtedness owing pursuant to the Senior Subordinated Debt Documents and any
Permitted Disqualified Stock.

                  "Subordinated Debt Documents" means the Senior Subordinated
Debt Documents and any other agreement or document evidencing or relating to any
Subordinated Debt, whether under the Senior Notes or any other Subordinated
Debt.

                  "Subsidiary" means, with respect to any Person, any
corporation, partnership, limited liability company or other business entity of
which an aggregate of 50% or more of the outstanding Voting Stock is, at the
time, directly or indirectly, owned or controlled by such Person and/or one or
more Subsidiaries of such Person.




                                       28
<PAGE>   35


                  "Subsidiary Guarantor" means each Domestic Subsidiary and each
Canadian Subsidiary of the Company party to the Guaranty.

                  "Swing Loan" has the meaning specified in Section 2.3.

                  "Swing Loan Lender" means Citicorp and each other Revolving
Credit Lender who becomes the Administrative Agent or who agrees with the
approval of the Administrative Agent and the Borrowers to act as a Swing Loan
Lender hereunder.

                  "Swing Loan Request" has the meaning specified in Section
2.3(b).

                  "Syndication Agent" has the meaning specified at the beginning
of this Agreement.

                  "Tax Sharing Agreement" means any tax sharing or similar
agreement, if any, entered into between the Company and its Subsidiaries at any
time, as amended or modified from time to time.

                  "Taxes" has the meaning specified in Section 2.17(a).

                  "Term Loan" means, with respect to each Term Loan Lender, the
loan made by such Lender to the Borrowers on the Original Effective Date, in the
aggregate principal amount set forth opposite such Lender's name on Schedule I
under the caption "Term Loan" as amended to reflect each Assignment and
Acceptance or Assumption Agreement executed by such Lender and as such amount
may be adjusted pursuant to this Agreement and each term loan made on any
Facilities Increase Effective Date by the Term Loan Lenders, if any.

                  "Term Loan Borrowing" means Term Loans made on the Original
Effective Date by the Term Loan Lenders and any term loans made on any
Facilities Increase Effective Date by the Term Loan Lenders.

                  "Term Loan Commitment" means, with respect to each Term Loan
Lender, the commitment of such Lender to make Term Loans to the Borrowers in the
aggregate principal amount outstanding set forth opposite such Lender's name on
Schedule I under the caption "Term Loan" as amended to reflect each Assignment
and Acceptance or Assumption Agreement executed by such Lender and as such
amount may be adjusted pursuant to this Agreement.

                  "Term Loan Facility" means the provisions herein related to
the Term Loans.

                  "Term Loan Lender" means each Lender having a Term Loan.

                  "Term Loan Maturity Date" means the earlier of (a) June 30,
2005 and (b) the "Termination Date" as defined under the Mexican Facility
Documents.

                  "Term Loan Note" means any promissory note of any Borrower
payable to the order of any Term Loan Lender in a principal amount equal to the
amount of such Lender's Term Loan on the date of issuance of such promissory
note evidencing the Indebtedness of such Borrower to such Lender resulting from
the Term Loan owing to such Lender.

                  "Title IV Plan" means a pension plan, other than a
Multiemployer Plan, which is covered by Title IV of ERISA to which the Company
any of its Subsidiaries or any ERISA Affiliate has any obligation or liability
(contingent or otherwise).



                                       29
<PAGE>   36

                  "Tooling" shall mean dies, molds, tooling and similar items.

                  "Tooling Indebtedness" shall mean all present and future
Indebtedness of the Company and its Restricted Subsidiaries the proceeds of
which are utilized to finance Tooling for which the sales of such Tooling is
covered under specific written purchase orders or agreements between the Company
or any Subsidiary and the purchaser of such Tooling, which Indebtedness can be
and is being fully serviced by payments for such Tooling so financed and which
payments are not in dispute, all as determined by the Administrative Agent, and
which Indebtedness can be classified as "Tooling Indebtedness" under the Senior
Subordinated Debt Documents.

                  "Total Assets" of any Person means, at any date, the total
assets of such Person and its Subsidiaries at such date determined on a
consolidated basis in conformity with GAAP minus (a) any minority interest in
non-wholly-owned Subsidiaries that would be reflected on a consolidated balance
sheet of such person and its Subsidiaries at such date prepared in conformity
with GAAP and (b) any Securities issued by such Person held as treasury
securities.

                  "Total Debt" shall mean, as of any date, each of the
following, on a consolidated basis for the Company and its Restricted
Subsidiaries without duplication: (a) all Indebtedness (except as hereafter
provided) for borrowed money and similar monetary obligations evidenced by
bonds, notes, debentures, Capital Lease obligations, bankers' acceptances or
otherwise, including without limitation all assumed Indebtedness and all
obligations in respect of the deferred purchase price of properties or assets
and the factoring of accounts receivable, in each case whether direct or
indirect; plus (b) all liabilities secured by any Lien existing on property
owned or acquired subject thereto, whether or not the liability secured thereby
shall have been assumed; plus (c) all reimbursements obligations under
outstanding letters of credit in respect of drafts which may be presented or
have been presented and have not yet been paid and are not included in clause
(a) above; plus (d) Permitted Disqualified Stock or Disqualified Stock (other
than the Lobdell Preferred Stock); plus (e) all Guaranty Obligations with
respect to any of the indebtedness, obligations or liabilities described in the
foregoing clauses (a), (b), (c) or (d), including without limitation all
Guaranty Obligations of the Company or any Restricted Subsidiary with respect to
any such indebtedness, obligations or liabilities of any Unrestricted
Subsidiaries; minus (f) Deferred Reimbursement Tooling Indebtedness in an
aggregate amount not to exceed $4,000,000; minus (g) as long as the aggregate
amount of all outstanding Revolving Loans and Acceptances is greater than
$5,000,000, Cash Equivalents and cash of the Company and its Restricted
Subsidiaries in an aggregate amount not to exceed $30,000,000; provided,
however, that such cash and Cash Equivalents shall be calculated net of (i) book
overdrafts, bank overdrafts and similar items, (ii) to the extent the aggregate
of such cash and Cash Equivalents located in a certain tax jurisdiction exceeds
the aggregate of Indebtedness payable in such tax jurisdiction, the taxes
payable by the Company or any of its Restricted Subsidiaries on such excess cash
and Cash Equivalents if such cash or Cash Equivalents were used to repay
Indebtedness constituting "Total Debt" in a different tax jurisdiction
(including as a dividend or distribution of such cash or Cash Equivalents for
the purpose of repaying such Indebtedness) and (iii) cash and Cash Equivalents
that would be prohibited from being used to pay Indebtedness constituting "Total
Debt" (including as a dividend or distribution of such cash or Cash Equivalents
for the purpose of repaying such Indebtedness) by the terms of any Contractual
Obligations or Constitutional Documents of the Company or any Restricted
Subsidiary. "Total Debt" shall in no event include obligations in respect of
factoring or securitization of accounts receivable or synthetic leases to the
extent such obligations are non-recourse to the Company and its Restricted
Subsidiaries or are subordinated to the Obligations (but only if such
subordination meets the requirements set forth in the definition of
"Subordinated Debt").

                  "Unfunded Pension Liability" means, with respect to the
Company and its Subsidiaries at any time, the sum of (a) the amount, if any, by
which the present value of all accrued benefits under each Title IV Plan (other
than any Title IV Plan subject to Section 4063 of ERISA) exceeds the fair market


                                       30

<PAGE>   37



value of all assets of such Title IV Plan allocable to such benefits in
accordance with Title IV of ERISA, as determined as of the most recent valuation
date for such Title IV Plan using the actuarial assumptions in effect under such
Title IV Plan, and (b) the aggregate amount of withdrawal liability that could
be assessed under Section 4063 with respect to each Title IV Plan subject to
such Section, separately calculated for each such Title IV Plan as of its most
recent valuation date and (c) for a period of five years following a transaction
reasonably likely to be covered by Section 4069 of ERISA, the liabilities
(whether or not accrued) that could be avoided by the Company, any of its
Subsidiaries or any ERISA Affiliate as a result of such transaction.

                  "Uniform Commercial Code" means the Uniform Commercial Code as
from time to time in effect in the State of New York; provided, however, that in
the event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of any Collateral Agent's and the Secured
Parties' security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York,
the term "Uniform Commercial Code" shall mean the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such attachment, perfection or priority and for purposes of definitions
related to such provisions; provided, further, that if the Uniform Commercial
Code is amended after the date hereof, such amendment will not be given effect
for the purposes of this Agreement if and to the extent the result of such
amendment would be to limit or eliminate any item of Collateral (as defined in
the Pledge and Security Agreement).

                  "Unrestricted Subsidiary" means any Foreign Subsidiary of the
Company existing as of the Effective Date and described on Schedule III and each
Foreign Subsidiary of the Company created or acquired after the Effective Date
that is designated by the Company as an "Unrestricted Subsidiary".

                  "Unused Commitment Fee" has the meaning specified in Section
2.13(a).

                  "Voting Stock" means Stock of any Person having ordinary power
to vote in the election of members of the board of directors, managers, trustees
or other controlling Persons, of such Person (irrespective of whether, at the
time, Stock of any other class or classes of such entity shall have or might
have voting power by reason of the happening of any contingency).

                  "Wackenhut" means Gebr. Wackenhut GmbH Karosserie-und Fahrzeug
Fabrik, a corporation organized under the laws of the Federal Republic of
Germany.

                  "Withdrawal Liability" means, with respect to the Company and
its Subsidiaries at any time, the aggregate liability incurred (whether or not
assessed) with respect to all Multiemployer Plans pursuant to Section 4201 of
ERISA or for increases in contributions required to be made pursuant to Section
4243 of ERISA.

                  "Working Capital" means, for any Person at any date, the
amount by which the Consolidated Current Assets of such Person at such date
exceeds the Consolidated Current Liabilities of such Person at such date.

                  SECTION 1.2. COMPUTATION OF TIME PERIODS. In this Agreement,
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding" and the word "through" means "to and including."


                                       31

<PAGE>   38



                  SECTION 1.3. ACCOUNTING TERMS AND PRINCIPLES; DOLLAR
EQUIVALENT.

                  (a) Except as set forth below, all accounting terms not
specifically defined herein shall be construed in conformity with GAAP and all
accounting determinations required to be made pursuant hereto shall, unless
expressly otherwise provided herein, be made in conformity with GAAP.

                  (b) If any change in the accounting principles used in the
preparation of the most recent Financial Statements referred to in Section 6.1
is hereafter required or permitted by the rules, regulations, pronouncements and
opinions of the Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or any successors thereto) and such change is
adopted by the Borrowers with the agreement of their independent public
accountants and results in a change in any of the calculations required by
Article V or Article VIII had such accounting change not occurred, the parties
hereto agree to enter into negotiations in order to amend such provisions so as
to equitably reflect such change with the desired result that the criteria for
evaluating compliance with such covenants by the Borrowers shall be the same
after such change as if such change had not been made; provided, however, that
no change in GAAP that would affect a calculation that measures compliance with
any covenant contained in Article V or Article VIII shall be given effect until
such provisions are amended to reflect such changes in GAAP.

                  (c) Except as expressly set forth herein to the contrary, all
references to amounts denominated in Dollars shall mean and be a reference to
such amount in Dollars or the Dollar Equivalent thereof in any applicable
currency.

                  SECTION 1.4. CERTAIN TERMS.

                  (a) The words "herein," "hereof" and "hereunder" and similar
words refer to this Agreement as a whole, and not to any particular Article,
Section, subsection or clause in, this Agreement.

                  (b) References in this Agreement to an Exhibit, Schedule,
Article, Section, subsection or clause refer to the appropriate Exhibit or
Schedule to, or Article, Section, subsection or clause in this Agreement.

                  (c) Each agreement defined in this Article I shall include all
appendices, exhibits and schedules thereto. If the prior written consent of the
Requisite Lenders is required hereunder for an amendment, restatement,
supplement or other modification to any such agreement and such consent is
obtained, references in this Agreement to such agreement shall be to such
agreement as so amended, restated, supplemented or modified.

                  (d) References in this Agreement to any statute shall be to
such statute as amended or modified and in effect at the time any such reference
is operative.

                  (e) The term "including" when used in any Loan Document means
"including without limitation" except when used in the computation of time
periods.

                  (f) The terms "Lender," "Issuer" and "Administrative Agent"
include their respective successors.

                  (g) Upon the appointment of any successor Administrative Agent
pursuant to Section 8.6, references to Citicorp in Section 8.3 and to Citibank
in the definitions of Base Rate, Dollar Equivalent and Eurocurrency Rate shall
be deemed to refer to the financial institution then acting as the
Administrative Agent or one of its Affiliates if it so designates.


                                       32

<PAGE>   39

                                   ARTICLE II

                                 THE FACILITIES

                  SECTION 2.1. THE REVOLVING CREDIT COMMITMENTS AND THE TERM
LOANS.

                  (a) Revolving Credit Commitments. On the terms and subject to
the conditions contained in this Agreement, each Revolving Credit Lender
severally agrees to make loans in Dollars or in an Alternate Currency (each a
"Revolving Loan") to the Borrowers from time to time on any Business Day during
the period from the date hereof until the Revolving Credit Termination Date in
an aggregate amount not to exceed at any time outstanding for all such loans by
such Lender such Lender's Revolving Credit Commitment; provided, however, that
(i) the aggregate outstanding principal amount of Revolving Credit Outstandings
in any Alternate Currency shall at no time exceed the Multicurrency Sublimit for
such Alternate Currency and (ii) only Canadian Lenders shall be obligated to
make Revolving Loans to the Canadian Borrower in accordance with their
respective Canadian Ratable Portions and such Revolving Loans shall only be
denominated in Canadian Dollars. Within the limits of each Lender's Revolving
Credit Commitment, amounts of Revolving Loans repaid may be reborrowed under
this Section 2.1(a). On the Effective Date, the outstanding aggregate amount of
the Existing Revolving Credit Outstandings shall be amended, combined and
continued, and such amended, combined and continued amount shall be, and shall
be deemed to be, Revolving Credit Outstandings and/or participations in Letters
of Credits made by the Revolving Credit Lenders hereunder.

                  (b) Term Loans. On the Original Effective Date, the Term Loan
Lenders made Term Loans to the Company in an aggregate principal amount of
$50,000,000. Amounts of Term Loans repaid or prepaid may not be reborrowed.

                  SECTION 2.2. BORROWING PROCEDURES.

                  (a) Each Revolving Credit Borrowing shall be made on notice
given by the Borrowers to the Administrative Agent not later than 11:00 a.m.
(New York City time) (i) one Business Day, in the case of a Borrowing of Base
Rate Loans and (ii) three Business Days, in the case of a Borrowing of
Eurocurrency Rate Loans, prior to the date of the proposed Revolving Credit
Borrowing. Each such notice shall be in substantially the form of Exhibit C (a
"Notice of Borrowing"), specifying (A) the date of such proposed Revolving
Credit Borrowing, (B) the aggregate amount of such proposed Revolving Credit
Borrowing, (C) whether any portion of the proposed Revolving Credit Borrowing
will be of Base Rate Loans or Eurocurrency Rate Loans, (D) the initial Interest
Period or Periods for any such Eurocurrency Rate Loans and (E) the applicable
Borrower and Currency of such Revolving Credit Borrowing. The Revolving Loans
shall be made as Base Rate Loans unless (subject to Section 2.14) the Notice of
Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate
Loans; provided, however, that all Canadian Loans shall be made as Base Rate
Loans and all Loans denominated in Euros shall be made as Eurocurrency Rate
Loans. Each Revolving Credit Borrowing shall be in an aggregate amount of not
less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof,
or, in the case of Multicurrency Loans, in an aggregate minimum principal amount
equal to an integral multiple of 100,000 units in the applicable Alternate
Currency and (converted to the Dollar Equivalent thereof) equal to or greater
than $5,000,000. For the purposes of determining compliance with this Section
2.2(a), the Dollar Equivalent of a Multicurrency Loan shall be determined by the
Administrative Agent upon receipt from the Borrower of the Notice of Borrowing
requesting such Multicurrency Loan, and such Dollar Equivalent shall be
recalculated on each date that it shall be necessary to determine the unused
portion of each Lender's Revolving Credit Commitment or any or all of the
Revolving Credit Outstandings on such date.


                                       33

<PAGE>   40

                  (b) Each Term Loan Borrowing shall be made upon receipt of a
Notice of Borrowing given by the Borrowers to the Administrative Agent not later
than 11:00 a.m. (New York City time) (i) one Business Day, in the case of a
Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a
Borrowing of Eurocurrency Rate Loans, prior to a Facilities Increase Effective
Date. The Notice of Borrowing shall specify (A) the applicable Facilities
Increase Effective Date, (B) the aggregate amount of such proposed Term Loan
Borrowing, (C) whether any portion of the proposed Term Loan Borrowing will be
of Base Rate Loans or Eurocurrency Rate Loans, and (D) the initial Interest
Period or Periods for any such Eurocurrency Rate Loans. The Term Loans shall be
made as Base Rate Loans unless (subject to Section 2.15) the Notice of Borrowing
specifies that all or a portion thereof shall be Eurocurrency Rate Loans.

                  (c) The Administrative Agent shall give to each Lender prompt
notice of the Administrative Agent's receipt of a Notice of Borrowing and, if
Eurocurrency Rate Loans are properly requested in such Notice of Borrowing, the
applicable interest rate determined pursuant to Section 2.15(a). Each Lender
shall, before 11:00 a.m. (New York City time) or 10:00 a.m. (Toronto time) in
the case of Canadian Loans on the date of the proposed Borrowing, make available
to the Administrative Agent at its address referred to in Section 9.8, in
immediately available funds, such Lender's Ratable Portion or Canadian Ratable
Portion, as applicable of such proposed Borrowing. After the Administrative
Agent's receipt of such funds and upon fulfillment of the applicable conditions
set forth in Sections 3.1, 3.2 and 3.3, as applicable, the Administrative Agent
will make such funds available to the Borrowers.

                  (d) Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any proposed Borrowing that such Lender will
not make available to the Administrative Agent such Lender's Ratable Portion or,
Canadian Ratable Portion in the case of a Borrowing by the Canadian Borrower,
the Administrative Agent may assume that such Lender has made such Ratable
Portion or, Canadian Ratable Portion, as applicable, available to the
Administrative Agent on the date of such Borrowing in accordance with this
Section 2.2 and the Administrative Agent may, in reliance upon such assumption,
make available to the applicable Borrower on such date a corresponding amount.
If and to the extent that such Lender shall not have so made such Ratable
Portion or, Canadian Ratable Portion, as applicable, available to the
Administrative Agent, such Lender and the applicable Borrower severally agree to
repay to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to such Borrower until the date such amount is repaid to the
Administrative Agent, at (i) in the case of such Borrower, the interest rate
applicable at the time to the Loans comprising such Borrowing and (ii) in the
case of such Lender, the Interbank Rate for the first Business Day and
thereafter at the interest rate applicable at the time to the Loans comprising
such Borrowing. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender's Loan
as part of such Borrowing for purposes of this Agreement. If the applicable
Borrower shall repay to the Administrative Agent such corresponding amount, such
payment shall not relieve such Lender of any obligation it may have hereunder to
such Borrower.

                  (e) Notwithstanding anything in this Section 2.2 to the
contrary, if any Revolving Credit Lender shall, not later than 10:00 a.m.
(London time) two Business Days before the date of any requested Borrowing of
Multicurrency Loans, notify the Administrative Agent that such Lender is not
satisfied that deposits in the relevant Alternate Currency will be freely
available to it in the relevant amount and for the relevant Interest Period, the
right of the Borrowers to request Multicurrency Loans in such Alternate Currency
from such Lender as part of such Borrowing or any subsequent Borrowing of
Multicurrency Loans shall be suspended until such Lender shall notify the
Administrative Agent that the circumstances causing such suspension no longer
exist, and, at the option of the Borrowers, either (i) the applicable Notice of
Borrowing may be withdrawn and such Borrowing shall not be made or (ii) the
Multicurrency Loan to be made by such Lender as part of such Borrowing (and the
Multicurrency Loan to



                                       34

<PAGE>   41



be made by such Lender as part of any subsequent Borrowing of Multicurrency
Loans in respect of which such Alternate Currency shall have been requested
during such period of suspension) shall be a Eurocurrency Rate Loan denominated
in Dollars and having an Interest Period coextensive with the Interest Period in
effect in respect of all other Multicurrency Loans comprising a part of such
Borrowing. If the Borrowers elect to withdraw their Notice of Borrowing, the
Borrower shall be liable to each Revolving Credit Lender for any damages
suffered on account thereof of a nature described in Section 2.16(b). The
Administrative Agent shall, upon receiving notice from such Lender that the
circumstances causing any such suspension no longer apply, promptly so notify
the Borrower; provided, however, that the failure of the Administrative Agent to
so notify the Borrower shall not impair the rights of the Revolving Credit
Lenders under this Section 2.2(e) or expose the Administrative Agent to any
liability.

                  (f) Notwithstanding anything in this Section 2.2 to the
contrary, in the event the Canadian Borrower requests a Borrowing of Revolving
Loans, the Non-Canadian Lenders shall not be required to fund their Ratable
Portion of such Borrowing. Subject to the fulfillment of the conditions
precedent set forth in Sections 3.1, 3.2 and 3.3, as applicable, each Canadian
Lender agrees to fund its Canadian Ratable Portion of such Borrowing; provided,
however, that in no event shall the amount of Revolving Credit Outstandings
owing to such Lender, after giving effect to such Borrowing, exceed such
Lender's Revolving Credit Commitment in effect at such time.

                  (g) If on any Business Day, the Revolving Credit Outstandings
owing to any Canadian Lender are greater than such Canadian Lender's Ratable
Portion of the Revolving Credit Outstandings, then upon the request of any
Lender or the Borrower to the Administrative Agent or at the direction of the
Administrative Agent (with notice from the Administrative Agent to each
Revolving Credit Lender and the Borrowers), to the extent the Canadian Lenders
have outstanding Revolving Loans denominated in Dollars or Euros, each Revolving
Credit Lender that is not a Canadian Lender, shall purchase from the Canadian
Lenders such Revolving Loans denominated in Dollars or Euros as shall be
necessary to cause each Revolving Credit Lender to have Revolving Credit
Outstandings owing to it equal to its Ratable Portion of the Revolving Credit
Outstandings. The amount of such Loans purchased by each Revolving Credit Lender
pursuant to this paragraph shall be determined by the Administrative Agent in
accordance with each Revolving Lender's Ratable Portion. No request by the
Borrower or a Lender under this paragraph may be made more that once in any 10
Business Day period and, unless a Default or Event of Default shall have
occurred and be continuing, no purchase of a Eurocurrency Rate Loan may occur on
any day other than the last day of the applicable Interest Period.

                  (h) The failure of any Lender to make the Loan or any payment
required by it on the date specified (a "Non-Funding Lender"), including any
payment in respect of its participation in Swing Loans and Letter of Credit
Obligations, shall not relieve any other Lender of its obligations to make such
Loan or payment on such date but no such other Lender shall be responsible for
the failure of any Non-Funding Lender to make a Loan or payment required under
this Agreement.

                  SECTION 2.3. SWING LOANS.

                  (a) On the terms and subject to the conditions contained in
this Agreement, the Swing Loan Lender may in its sole discretion make loans
(each a "Swing Loan") otherwise available to the Borrowers under the Revolving
Credit Facility from time to time on any Business Day during the period from the
Covenant Reversion Date until the Revolving Credit Termination Date in an
aggregate amount at any time outstanding at any time not to exceed $25,000,000.
Each Swing Loan shall be a Base Rate Loan denominated in Dollars and must be
repaid in full within seven days of its making or, if sooner, upon any Revolving
Credit Borrowing hereunder and shall in any event mature no later than the
Revolving Credit Termination Date. Within the limits set forth in the first
sentence of this Section 2.3(a), amounts of Swing Loans repaid may be reborrowed
under this Section 2.3(a).


                                       35
<PAGE>   42

                  (b) In order to request a Swing Loan, the Borrowers shall
telecopy to the Administrative Agent a duly completed request setting forth the
date, the requested amount and date of the Swing Loan (a "Swing Loan Request"),
to be received by the Administrative Agent not later than 1:00 p.m. (New York
City time) on the day of the proposed borrowing. The Administrative Agent shall
promptly notify the Swing Loan Lender of the details of the requested Swing
Loan. Subject to the terms of this Agreement, the Swing Loan Lender shall make a
Swing Loan available to the Administrative Agent which will make such amounts
available to the Borrowers on the date of the relevant Swing Loan Request. The
Swing Loan Lender shall not make any Swing Loan in the period commencing on the
first Business Day after it receives written notice from any Lender that one or
more of the conditions precedent contained in Section 3.2 shall not on such date
be satisfied, and ending when such conditions are satisfied. The Swing Loan
Lender shall not otherwise be required to determine that, or take notice
whether, the conditions precedent set forth in Section 3.2 hereof have been
satisfied in connection with the making of any Swing Loan.

                  (c) At any time one or more Swing Loans are outstanding, the
Swing Loan Lender shall notify the Administrative Agent in writing (which may be
by telecopy) weekly, by no later than 10:00 a.m. (New York City time) on the
first Business Day of each week, of the aggregate principal amount of its Swing
Loans then outstanding.

                  (d) The Swing Loan Lender may demand at any time that each
Revolving Credit Lender pay to the Administrative Agent, for the account of the
Swing Loan Lender, in the manner provided in clause (e) below, such Revolving
Credit Lender's Ratable Portion of all or a portion of the outstanding Swing
Loans, which demand shall be made through the Administrative Agent, shall be in
writing and shall specify the outstanding principal amount of Swing Loans
demanded to be paid.

                  (e) The Administrative Agent shall forward each notice
referred to in clause (c) above and each demand referred to in clause (d) above
to each Revolving Credit Lender on the day such notice or such demand is
received by the Administrative Agent (except that any such notice or demand
received by the Administrative Agent after 2:00 p.m. (New York City time) on any
Business Day or any such demand received on a day that is not a Business Day
shall not be required to be forwarded to the Revolving Credit Lenders by the
Administrative Agent until the next succeeding Business Day), together with a
statement prepared by the Administrative Agent specifying the amount of each
Revolving Credit Lender's Ratable Portion of the aggregate principal amount of
the Swing Loans stated to be outstanding in such notice or demanded to be paid
pursuant to such demand, and, notwithstanding whether or not the conditions
precedent set forth in Section 3.2 shall have been satisfied (which conditions
precedent the Revolving Credit Lenders hereby irrevocably waive), each Revolving
Credit Lender shall, before 11:00 a.m. (New York City time) on the Business Day
next succeeding the date of such Revolving Credit Lender's receipt of such
written statement, make available to the Administrative Agent, in immediately
available funds, for the account of the Swing Loan Lender, the amount specified
in such statement. Upon such payment by a Revolving Credit Lender, such
Revolving Credit Lender shall, except as provided in clause (f) below, be deemed
to have made a Revolving Loan to the Borrowers. The Administrative Agent shall
use such funds to repay the Swing Loans to the Swing Loan Lender. To the extent
that any Revolving Credit Lender fails to make such payment available to the
Administrative Agent for the account of the Swing Loan Lender, the Borrowers
shall repay such Swing Loan on demand.

                  (f) Upon the occurrence of a Default under Section 7.1(f),
each Revolving Credit Lender shall acquire, without recourse or warranty, an
undivided participation in each Swing Loan otherwise required to be repaid by
such Revolving Credit Lender pursuant to clause (e) above, which participation
shall be in a principal amount equal to such Revolving Credit Lender's Ratable
Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on
which such Revolving Credit Lender would otherwise have been required to make a
payment in respect of such Swing Loan pursuant to


                                       36

<PAGE>   43

clause (e) above, in immediately available funds, an amount equal to such
Revolving Credit Lender's Ratable Portion of such Swing Loan. If such amount is
not in fact made available by such Revolving Credit Lender to the Swing Loan
Lender on such date, the Swing Loan Lender shall be entitled to recover such
amount on demand from such Revolving Credit Lender together with interest
accrued from such date at the Interbank Rate for the first Business Day after
such payment was due and thereafter at the rate of interest then applicable to
Base Rate Loans.

                  (g) From and after the date on which any Revolving Credit
Lender is deemed to have made a Revolving Credit Loan pursuant to clause (e)
above with respect to any Swing Loan or purchases an undivided participation
interest in a Swing Loan pursuant to clause (f) above, a Swing Loan Lender shall
promptly distribute to such Revolving Credit Lender such Revolving Credit
Lender's Ratable Portion of all payments of principal of and interest received
by the Swing Loan Lender on account of such Swing Loan other than those received
from a Revolving Credit Lender pursuant to clause (e) or (f) above.

                  SECTION 2.4. LETTERS OF CREDIT.

                  (a) On the terms and subject to the conditions contained in
this Agreement, each Issuer agrees to issue one or more Letters of Credit at the
request of the Borrowers for the account of the Borrowers from time to time
during the period commencing on the Effective Date and ending on the earlier of
the Revolving Credit Termination Date and five (5) days prior to the Scheduled
Termination Date; provided, however, that no Issuer shall be under any
obligation to issue any Letter of Credit if:

                       (i) any order, judgment or decree of any Governmental
          Authority or arbitrator shall purport by its terms to enjoin or
          restrain such Issuer from issuing such Letter of Credit or any
          Requirement of Law applicable to such Issuer or any request or
          directive (whether or not having the force of law) from any
          Governmental Authority with jurisdiction over such Issuer shall
          prohibit, or request that such Issuer refrain from, the issuance of
          letters of credit generally or such Letter of Credit in particular or
          shall impose upon such Issuer with respect to such Letter of Credit
          any restriction or reserve or capital requirement (for which such
          Issuer is not otherwise compensated) not in effect on the date of this
          Agreement or result in any unreimbursed loss, cost or expense which
          was not applicable, in effect or known to such Issuer as of the date
          of this Agreement and which such Issuer in good faith deems material
          to it;

                       (ii) such Issuer shall have received written notice from
          the Administrative Agent, any Revolving Credit Lender or the
          Borrowers, on or prior to the requested date of issuance of such
          Letter of Credit, that one or more of the applicable conditions
          contained in Sections 3.1 and 3.2 is not then satisfied;

                       (iii) after giving effect to the issuance of such Letter
          of Credit, the aggregate Revolving Credit Outstandings would exceed
          the aggregate of the Revolving Credit Commitments in effect at such
          time;

                       (iv) after giving effect to the issuance of such Letter
          of Credit, the Letter of Credit Obligations at such time exceeds
          $30,000,000;

                       (v) any fees due in connection with a requested issuance
          have not been paid; or

                       (vi) if such Letter of Credit is in a currency other than
          Dollars.



                                       37

<PAGE>   44

None of the Revolving Credit Lenders (other than the Issuers in their capacity
as such) shall have any obligation to issue any Letter of Credit.

                  (b) In no event shall the expiration date of any Letter of
Credit (i) be more than one year after the date of issuance thereof, or (ii) be
less than five (5) days prior to the Scheduled Termination Date; provided,
however, that any Letter of Credit with a one-year term may provide for the
renewal thereof for additional one-year periods (which shall in no event extend
beyond the expiry date referred to in clause (ii) above).

                  (c) In connection with the issuance of each Letter of Credit,
the Borrowers shall give the relevant Issuer and the Administrative Agent at
least two Business Days' prior written notice, in substantially the form of
Exhibit D (or in such other written or electronic form as is acceptable to the
Issuer), of the requested issuance of such Letter of Credit (a "Letter of Credit
Request"). Such notice shall be irrevocable and shall specify the Issuer of such
Letter of Credit, the stated amount of the Letter of Credit requested, which
stated amount (or, if such Letter of Credit is to be denominated in an Alternate
Currency, the Dollar Equivalent of such stated amount) shall not be less than
$500,000, the date of issuance of such requested Letter of Credit (which day
shall be a Business Day), the date on which such Letter of Credit is to expire
(which date shall be a Business Day), and the Person for whose benefit the
requested Letter of Credit is to be issued. Such notice, to be effective, must
be received by the relevant Issuer and the Administrative Agent not later than
11:00 a.m. (New York City time) on the second Business Day prior to the
requested issuance of such Letter of Credit.

                  (d) Subject to the satisfaction of the conditions set forth in
this Section 2.4, the relevant Issuer shall, on the requested date, issue a
Letter of Credit on behalf of the Borrowers in accordance with such Issuer's
usual and customary business practices. No Issuer shall issue any Letter of
Credit in the period commencing on the first Business Day after it receives
written notice from any Lender that one or more of the conditions precedent
contained in Section 3.2 shall not on such date be satisfied, and ending when
such conditions are satisfied. The relevant Issuer shall not otherwise be
required to determine that, or take notice whether, the conditions precedent set
forth in Section 3.2 have been satisfied in connection with the issuance of any
Letter of Credit.

                  (e) If requested by the relevant Issuer, prior to the issuance
of each Letter of Credit by such Issuer, and as a condition of such issuance and
of the participation of each Revolving Credit Lender in the Letter of Credit
Obligations arising with respect thereto, the applicable Borrower shall have
delivered to such Issuer a letter of credit reimbursement agreement, in such
form as the Issuer may employ in its ordinary course of business for its own
account (a "Letter of Credit Reimbursement Agreement"), signed by such Borrower,
and such other documents or items as may be required pursuant to the terms
thereof. In the event of any conflict between the terms of any Letter of Credit
Reimbursement Agreement and this Agreement, the terms of this Agreement shall
govern.

                  (f) Each Issuer shall:

                       (i) give the Administrative Agent written notice (or
          telephonic notice confirmed promptly thereafter in writing, which may
          be by telecopier) of the issuance or renewal of a Letter of Credit
          issued by it, of all drawings under a Letter of Credit issued by it
          and the payment (or the failure to pay when due) by the applicable
          Borrower of any Reimbursement Obligation when due (which notice the
          Administrative Agent shall promptly transmit by telecopy or similar
          transmission to each Revolving Credit Lender);

                       (ii) upon the request of any Revolving Credit Lender,
          furnish to such Revolving Credit Lender copies of any Letter of Credit
          Reimbursement Agreement to which such


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<PAGE>   45

          Issuer is a party and such other documentation as may reasonably be
          requested by such Revolving Credit Lender; and

                       (iii) no later than 10 Business Days following the last
          day of each calendar month, provide to the Administrative Agent (and
          the Administrative Agent shall provide a copy to each Revolving Credit
          Lender requesting the same) and the Borrowers separate schedules for
          documentary and standby letters of credit issued by it, in form and
          substance reasonably satisfactory to the Administrative Agent, setting
          forth the aggregate Letter of Credit Obligations outstanding at the
          end of each month and any information requested by the Borrowers or
          the Administrative Agent relating thereto.

                  (g) Immediately upon the issuance by an Issuer of a Letter of
Credit in accordance with the terms and conditions of this Agreement, such
Issuer shall be deemed to have sold and transferred to each Revolving Credit
Lender (or to each Canadian Lender in the case of Letters of Credit issued for
the account of the Canadian Borrower), and such Revolving Credit Lender shall be
deemed irrevocably and unconditionally to have purchased and received from such
Issuer, without recourse or warranty, an undivided interest and participation,
to the extent of such Revolving Credit Lender's Ratable Portion (or Canadian
Ratable Portion, in the case of Letters of Credit issued for the account of the
Canadian Borrower) of the Revolving Credit Commitments, in such Letter of Credit
and the obligations of the Borrowers with respect thereto (including all Letter
of Credit Obligations with respect thereto) and any security therefor and
guaranty pertaining thereto.

                  (h) Each Borrower agrees to pay to the Issuer of any Letter of
Credit the amount of all Reimbursement Obligations owing to such Issuer under
any Letter of Credit issued for its account when such amounts are due and
payable, irrespective of any claim, set-off, defense or other right which such
Borrower may have at any time against such Issuer or any other Person. In the
event that any Issuer makes any payment under any Letter of Credit and the
Borrower for whose account such Letter of Credit was issued shall not have
repaid such amount to such Issuer pursuant to this clause (h) or such payment is
rescinded or set aside for any reason, such Reimbursement Obligation shall be
payable on demand with interest thereon computed from the date on which such
Reimbursement Obligation arose to the date of repayment in full at the rate of
interest applicable to past due Revolving Loans bearing interest at a rate based
on the Base Rate during such period, and such Issuer shall promptly notify the
Administrative Agent, which shall promptly notify each Revolving Credit Lender
(or each Canadian Lender in the case of Letters of Credit issued for the account
of the Canadian Borrower) of such failure, and each Revolving Credit Lender (or
Canadian Lender) shall promptly and unconditionally pay to the Administrative
Agent for the account of such Issuer the amount of such Revolving Credit
Lender's Ratable Portion (or such Canadian Lender's Canadian Ratable Portion) of
such payment in the applicable Currency and in immediately available funds. If
the Administrative Agent so notifies such Revolving Credit Lender prior to 11:00
a.m. (New York City time) on any Business Day, such Revolving Credit Lender
shall make available to the Administrative Agent for the account of such Issuer
its Ratable Portion or Canadian Ratable Portion, as applicable, of the amount of
such payment on such Business Day in immediately available funds. Upon such
payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except
during the continuance of a Default or Event of Default under Section 7.1(h) and
notwithstanding whether or not the conditions precedent set forth in Section 3.2
or 3.3, as applicable, shall have been satisfied (which conditions precedent the
Revolving Credit Lenders hereby irrevocably waive) be deemed to have made a
Revolving Loan to the applicable Borrower in the principal amount of such
payment. Whenever any Issuer receives from a Borrower a payment of a
Reimbursement Obligation as to which the Administrative Agent has received for
the account of such Issuer any payment from a Revolving Credit Lender pursuant
to this clause (h) above, such Issuer shall pay to the Administrative Agent and
the Administrative Agent shall promptly pay to each Revolving Credit Lender or
Canadian Lender, as applicable, in immediately available funds, an amount equal
to such Revolving Credit Lender's Ratable


                                       39

<PAGE>   46

Portion (or such Canadian Lender's Canadian Ratable Portion) of the amount of
such payment adjusted, if necessary, to reflect the respective amounts such
Revolving Credit Lenders (or Canadian Lenders) have paid in respect of such
Reimbursement Obligation.

                  (i) The Borrowers' obligation to pay each Reimbursement
Obligation with respect to Letters of Credit and the obligations of the
Revolving Credit Lenders to make payments to the Administrative Agent for the
account of the Issuers with respect to Letters of Credit shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
including the occurrence of any Default or Event of Default, and irrespective
of:

                       (i) any lack of validity or enforceability of any Letter
          of Credit or any Loan Document, or any term or provision therein;

                       (ii) any amendment or waiver of or any consent to
          departure from all or any of the provisions of any Letter of Credit or
          any Loan Document;

                       (iii) the existence of any claim, set off, defense or
          other right that the Borrowers, any other party guaranteeing, or
          otherwise obligated with, the Borrowers, any Subsidiary or other
          Affiliate thereof or any other Person may at any time have against the
          beneficiary under any Letter of Credit, Issuer, the Administrative
          Agent or any Lender or any other Person, whether in connection with
          this Agreement, any other Loan Document or any other related or
          unrelated agreement or transaction;

                       (iv) any draft or other document presented under a 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 Issuer under a Letter of Credit
          against presentation of a draft or other document that does not comply
          with the terms of such Letter of Credit; and

                       (vi) any other act or omission to act or delay of any
          kind of the Issuer, the Lenders, the Administrative Agent or any other
          Person or any other event or circumstance whatsoever, whether or not
          similar to any of the foregoing, that might, but for the provisions of
          this Section, constitute a legal or equitable discharge of the
          Borrowers' obligations hereunder.

Any action taken or omitted to be taken by the relevant Issuer under or in
connection with any Letter of Credit, if taken or omitted in the absence of
gross negligence or willful misconduct, shall not put such Issuer under any
resulting liability to the Borrowers or any Revolving Credit Lender. In
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof, the Issuer may accept documents that
appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary and, in
making any payment under any Letter of Credit (x) the Issuer may rely
exclusively on the documents presented to it under such Letter of Credit as to
any and all matters set forth therein, including reliance on the amount of any
draft presented under such Letter of Credit, whether or not the amount due to
the beneficiary thereunder equals the amount of such draft and whether or not
any document presented pursuant to such Letter of Credit proves to be
insufficient in any respect, if such document on its face appears to be in
order, and whether or not any other statement or any other document presented
pursuant to such Letter of Credit proves to be forged or invalid or any
statement therein proves to be inaccurate or untrue in any respect whatsoever
and any noncompliance in any immaterial respect of the documents presented under
such Letter of Credit with


                                       40

<PAGE>   47

the terms thereof shall, in each case, be deemed not to constitute willful
misconduct or gross negligence of the Issuer.

                  (j) If and to the extent such Revolving Credit Lender shall
not have so made its Ratable Portion or Canadian Ratable Portion, as applicable,
of the amount of the payment required by clause (i) above available to the
Administrative Agent for the account of such Issuer, such Revolving Credit
Lender agrees to pay to the Administrative Agent for the account of such Issuer
forthwith on demand such amount together with interest thereon, for the first
Business Day after payment was first due at the Interbank Rate, and thereafter
until such amount is repaid to the Administrative Agent for the account of such
Issuer, at the rate per annum applicable to Base Rate Loans. The failure of any
Revolving Credit Lender to make available to the Administrative Agent for the
account of such Issuer its Ratable Portion or Canadian Ratable Portion in the
case of Letters of Credit in an Alternate Currency of any such payment shall not
relieve any other Revolving Credit Lender of its obligation hereunder to make
available to the Administrative Agent for the account of such Issuer its Ratable
Portion or Canadian Ratable Portion, as applicable, of any payment on the date
such payment is to be made, but no Revolving Credit Lender shall be responsible
for the failure of any other Revolving Credit Lender to make available to the
Administrative Agent for the account of the Issuer such other Revolving Credit
Lender's Ratable Portion or Canadian Ratable Portion, as applicable, of any such
payment.

                  SECTION 2.5. BANKERS' ACCEPTANCES.

                  (a) Subject to the terms and conditions hereof, upon giving to
the Administrative Agent prior written notice in accordance with this Section
2.5, on any Business Day, the Canadian Borrower may borrow from the Canadian
Lenders by way of Acceptances, provided, however, that:

                       (i) each Canadian Lender shall have received a Bankers'
          Acceptance or Bankers' Acceptances in the aggregate principal amount
          of such borrowing from such Canadian Lender in due and proper form
          duly completed and executed by the Canadian Borrower and presented for
          acceptance to such Canadian Lender prior to 10:00 a.m. (Toronto time)
          on the date for such borrowing, together with such other document or
          documents as such Canadian Lender may reasonably require (including
          the execution by the Canadian Borrower of such Canadian Lender's usual
          form of bankers' acceptances) and the Acceptance Fee shall have been
          paid to such Canadian Lender at or prior to such time;

                       (ii) each Bankers' Acceptance shall be stated to mature
          on a Business Day, no later than the Revolving Credit Termination
          Date, which is 30, 60 or 90 days from the date of its acceptance;

                       (iii) each Bankers' Acceptance shall have a face amount
          of not less than CA$100,000 and shall be in form satisfactory to such
          Canadian Lender;

                       (iv) each Bankers' Acceptance shall be stated to mature
          on a Business Day in such a way that no Canadian Lender will be
          required to incur any costs for the redeployment of funds as a
          consequence of any repayment required during any period for which such
          Bankers' Acceptance is outstanding;

                       (v) no days of grace shall be permitted on any Bankers'
          Acceptance;

                       (vi) the aggregate face amount of the Bankers'
          Acceptances to be accepted by a Canadian Lender shall be determined by
          the Administrative Agent by reference to the respective relevant
          Revolving Credit Commitments of the Canadian Lenders, except that, if
          the

                                       41

<PAGE>   48

          face amount of a Bankers' Acceptance which would otherwise be
          accepted by a Canadian Lender would not be CA$100,000 or a whole
          multiple thereof, such face amount shall be increased or reduced by
          the Administrative Agent in its sole discretion to $100,000 or the
          nearest whole multiple of that amount, as appropriate; and

                       (vii) after giving effect to the issuance of each
          Acceptance, (A) the aggregate Revolving Credit Outstandings owing to
          any Canadian Lender would not exceed such Canadian Lender's Revolving
          Credit Commitment in effect at such time or (B) the aggregate
          Revolving Credit Outstandings owing to all of the Lenders would not
          exceed the Revolving Credit Commitments in effect at such time.

                  (b) The Canadian Borrower acknowledges, agrees and confirms
that each Canadian Lender may at any time and from time to time hold, sell,
rediscount or otherwise dispose of any Acceptance accepted and purchased by it
hereunder, that the records of such Canadian Lender in respect of payment of any
Bankers' Acceptance by such Canadian Lender shall be binding on the Canadian
Borrower and shall be conclusive evidence (in the absence of manifest error) of
a BA Rate Loan to the Canadian Borrower and of an amount owing by the Borrowing
Subsidiary to such Lender.

                  (c) In the event a Canadian Lender is unable or, in its sole
discretion, shall have determined that by reason of circumstances arising after
the Effective Date and affecting the market for Bankers' Acceptances, that it is
unwilling, to accept Bankers' Acceptances, such Canadian Lender shall have the
right at the time of accepting drafts to require the Canadian Borrower to accept
a Revolving Loan from such Canadian Lender in lieu of the issue and acceptance
of a Bankers' Acceptance requested by the Canadian Borrower (a "BA Equivalent
Loan") to be accepted so that there shall be outstanding while the Bankers'
Acceptances are outstanding BA Equivalent Loans from such Canadian Lender as
contemplated herein. The principal amount of each BA Equivalent Loan shall be
that amount which, when added to the amount of interest (calculated at the
applicable Discount Rate) which will accrue during the applicable BA Interest
Period, equals, at maturity, to the face amount of the drafts which would have
been accepted by such Canadian Lender had it accepted Bankers' Acceptances. On
the relevant date of the borrowing the Canadian Borrower shall pay to the
Administrative Agent a fee equal to the Acceptance Fee which would have been
payable to such Canadian Lender if it were a Canadian Lender accepting drafts
having a term to maturity equal to the applicable BA Interest Period and an
aggregate face amount equal to the sum of the principal amount of the BA
Equivalent Loan and the interest payable thereon by the Canadian Borrower for
the applicable BA Interest Period. The provisions of this Agreement dealing with
Bankers' Acceptances shall apply, mutatis mutandis, to BA Equivalent Loans.

                  (d) Each Bankers' Acceptance issued pursuant to this Agreement
shall be purchased by the Canadian Lender accepting such Bankers' Acceptance for
the Discounted Proceeds thereof. Concurrent with the acceptance of each Bankers'
Acceptance, such Canadian Lender shall make available to the Administrative
Agent the Discounted Proceeds thereof for disbursement to the Canadian Borrower
in accordance with the terms hereof. On any date on which both new Bankers'
Acceptances are being purchased and existing Bankers' Acceptances are maturing,
the Canadian Borrower hereby authorizes the applicable Canadian Lender and the
Administrative Agent to net all amounts payable on such date by such Canadian
Lender to the Administrative Agent for the account of the Canadian Borrower,
against all amounts payable on such date by the Canadian Borrower to such
Canadian Lender in accordance with the Administrative Agent's calculations. In
each case, upon receipt of such Discounted Proceeds from such Lender and upon
fulfillment of the applicable conditions set forth herein, the Administrative
Agent shall make such funds available to the Canadian Borrower in accordance
with this Agreement. Upon each issue of Bankers' Acceptances as a result of the
conversion of outstanding Base Rate Loans into Bankers' Acceptances, the
Canadian Borrower shall, concurrently with the conversion, pay in advance to the
Administrative Agent on behalf of the Canadian Lenders, the amount by which the
face value of such


                                       42

<PAGE>   49

Bankers' Acceptances exceeds the Discounted Proceeds of such Bankers'
Acceptances, to be applied against the principal amount of the Base Rate Loans
being so converted. The Canadian Borrower shall at the same time pay to the
Administrative Agent the applicable Acceptance Fee.

                  (e) To enable the Lenders to make Canadian Revolving Credit
Outstandings in the manner specified in this Section 2.5, the Canadian Borrower
shall, in accordance with the request of each Canadian Lender either (i) provide
a power of attorney to complete, sign, endorse and issue Bankers' Acceptances,
in such form as such Canadian Lender may require; or (ii) supply such Canadian
Lender with such number of drafts as such Canadian Lender may reasonably
request, duly endorsed and executed on behalf of the Canadian Borrower. Each
Canadian Lender shall exercise such care in the custody and safekeeping of
drafts as it would exercise in the custody and safekeeping of similar property
owned by it. Each Canadian Lender will, upon request by the Canadian Borrower,
promptly advise such Subsidiary of the number and designations, if any, of the
uncompleted drafts then held by it.

                  (f) The Canadian Borrower agrees to pay to each Canadian
Lender on the maturity date of each Bankers' Acceptance issued by it, an amount
equal to the face amount of all Bankers' Acceptances accepted by such Canadian
Lender maturing on that day (notwithstanding that a Canadian Lender may be the
holder thereof at maturity) and all reasonable expenses paid or incurred by such
Canadian Lender, relative thereto. Unless the Canadian Borrower shall have made
such payment to the Canadian Lenders, on such day and upon each such maturity
date of each Bankers' Acceptance, the Administrative Agent shall be deemed to
have disbursed to the Canadian Borrower, and the Canadian Borrower shall be
deemed to have elected to satisfy its reimbursement and payment obligation by, a
Revolving Credit Borrowing from the Canadian Lenders in Canadian Dollars bearing
interest at the Base Rate for the account of the Canadian Lenders in an amount
equal to the amount so paid by such Canadian Lender, in the face value of such
Bankers' Acceptance then maturing. Such Revolving Credit Borrowing shall be
disbursed notwithstanding any failure to satisfy any conditions for disbursement
of any Loan set forth in Section 3.2 and, to the extent of the Revolving Credit
Borrowing so disbursed, the reimbursement and payment obligation of the Canadian
Borrower under this Section 2.5(f) shall be deemed satisfied; provided, however,
that nothing in this Section 2.5 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.

                  (g) The reimbursement and other payment obligations of the
Canadian Borrower under this Section 2.5 shall be absolute, unconditional and
irrevocable and shall remain in full force and effect until all obligations of
the Borrowers to the Lenders hereunder shall have been satisfied, and such
obligations of the Canadian Borrower shall not be affected, modified or impaired
upon the happening of any event, including any of the following, whether or not
with notice to, or the consent of, any Borrower:

                       (i) Any lack of validity or enforceability of any
          Acceptance or to any transaction related in any way thereto (such
          Acceptance and any documents evidencing such transaction, the "BA
          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 BA
          Documents;

                       (iii) The existence of any claim, setoff, defense or
          other right which the Company or any of its Subsidiaries may have at
          any time against any beneficiary or any transferee of any Acceptance
          (or any Persons or entities for whom any such beneficiary, transferee
          or holder may be acting), the Administrative Agent, any Canadian
          Lender or any other Person or entity, whether in connection with any
          of the BA Documents, the transactions contemplated herein or therein
          or any unrelated transactions;

                                       43

<PAGE>   50
                       (iv) Any draft or other statement or document presented
          under any Acceptance proving to be forged, fraudulent, invalid or
          insufficient in any respect or any statement therein being untrue or
          inaccurate in any respect;

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

                       (vi) Any defense based on the lack of presentment for
          payment and any other defense to payment of any amounts due to a
          Canadian Lender in respect of any Acceptance accepted by it pursuant
          to this Agreement which might exist solely by reason of such
          Acceptance being held, at the maturity thereof, by such Canadian
          Lender in its own right; and

                       (vii) Any other event or circumstance that would, in the
          absence of this clause, result in the release or discharge by
          operation of law or otherwise of the Company from the performance or
          observance of any obligation, covenant or agreement contained in this
          Section 2.5.

                  (h) 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 or holder of any Acceptance shall be available
hereunder to any Borrower against the Administrative Agent or any Canadian
Lender.

                  SECTION 2.6. REDUCTION AND TERMINATION OF THE REVOLVING CREDIT
COMMITMENTS.

                  (a) The Borrowers may, upon at least three Business Days'
prior notice to the Administrative Agent, terminate in whole or reduce in part
ratably the unused portions of the respective Revolving Credit Commitments of
the Revolving Credit Lenders; provided, however, that each partial reduction
shall be in the aggregate amount of not less than $5,000,000 or an integral
multiple of $1,000,000 in excess thereof.

                  (b) The then current Revolving Credit Commitments shall be
reduced on each date on which a prepayment of Revolving Loans or Swing Loans is
made pursuant to Section 2.10(a) or would be required to be made had the
outstanding Revolving Loans and Swing Loans equaled the Revolving Credit
Commitments then in effect, in each case in the amount of fifty percent (50%) of
such prepayment (or deemed prepayment) (and the Revolving Credit Commitment of
each Lender shall be reduced by its Ratable Portion of such amount); provided,
however, that the requirements of this Section 2.6(b) shall not apply to the
Asset Sale consummated pursuant to Section 6.5(vi).

                  SECTION 2.7. REPAYMENT OF LOANS.

                  (a) The Borrowers promise to repay the entire unpaid principal
amount of the Revolving Loans on the Scheduled Termination Date.

                  (b) The Company promises to repay the Term Loans at the dates
and in the amounts set forth below:


                                       44

<PAGE>   51

<TABLE>
<CAPTION>
                            -------------------------       -------------
                                  DATE                         AMOUNT
                            -------------------------       -------------
                            <S>                             <C>
                            June 30, 2001                   $ 1,500,000
                            -------------------------       -------------
                            September 30, 2001              $ 1,500,000
                            -------------------------       -------------
                            December 31, 2001               $ 1,500,000
                            -------------------------       -------------
                            March 31, 2002                  $ 1,500,000
                            -------------------------       -------------
                            June 30, 2002                   $ 2,500,000
                            -------------------------       -------------
                            September 30, 2002              $ 2,500,000
                            -------------------------       -------------
                            December 31, 2002               $ 2,500,000
                            -------------------------       -------------
                            March 31, 2003                  $ 2,500,000
                            -------------------------       -------------
                            June 30, 2003                   $ 3,500,000
                            -------------------------       -------------
                            September 30, 2003              $ 3,500,000
                            -------------------------       -------------
                            December 31, 2003               $ 3,500,000
                            -------------------------       -------------
                            March 31, 2004                  $ 3,500,000
                            -------------------------       -------------
                            June 30, 2004                   $ 4,000,000
                            -------------------------       -------------
                            September 30, 2004              $ 4,000,000
                            -------------------------       -------------
                            December 31, 2004               $ 4,000,000
                            -------------------------       -------------
                            March 31, 2005                  $ 4,000,000
                            -------------------------       -------------
                            Term Loan Maturity Date         $ 4,000,000;
                            -------------------------       -------------
</TABLE>

provided, however, that the Borrowers shall repay the entire unpaid principal
amount of the Term Loans (including any Term Loans funded on a Facilities
Increase Effective Date) on the Term Loan Maturity Date. In the event that
additional Term Loans are funded on any Facilities Increase Effective Date, the
amount opposite each installment date set forth above occurring after such
Facilities Increase Effective Date shall be increased by an amount equal to (i)
the amount of the Term Loans funded on such Facilities Increase Effective Date
divided by (ii) the number of scheduled installment dates remaining after such
Facilities Increase Effective Date.

                  SECTION 2.8. EVIDENCE OF DEBT.

                  (a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing Indebtedness of the Borrowers to such
Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

                  (b) The Administrative Agent shall maintain accounts in
accordance with its usual practice in which it will record (i) the amount of
each Loan made and, if a Eurocurrency Rate Loan, the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable by the
Borrowers to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder from the Borrowers and each Lender's share
thereof, if applicable.


                                       45

<PAGE>   52

                  (c) The entries made in the accounts maintained pursuant to
clauses (a) and (b) of this Section 2.8 shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided, however, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of the Borrowers to repay the Loans in
accordance with their terms.

                  (d) Notwithstanding any other provision of the Agreement, in
the event that any Lender requests that the Borrowers execute and deliver a
promissory note or notes payable to such Lender in order to evidence the
Indebtedness owing to such Lender by the Borrowers hereunder (including any
additional Term Loans funded on a Facilities Increase Effective Date), the
Borrowers will promptly execute and deliver a Note or Notes to such Lender
evidencing any Term Loans and Revolving Loans, as the case may be, of such
Lender, substantially in the forms of Exhibit B-1 or B-2, respectively.

                  SECTION 2.9. OPTIONAL PREPAYMENTS.

                  (a) Revolving Loans. The Borrowers may, upon at least three
Business Days' prior notice to the Administrative Agent, stating the proposed
date and aggregate principal amount of the prepayment, prepay the outstanding
principal amount of the Revolving Loans in whole or in part; provided, however,
that if any prepayment of any Eurocurrency Rate Loan is made by the Borrowers
other than on the last day of an Interest Period for such Loan, the Borrowers
shall also pay any amounts owing pursuant to Section 2.16(b); and, provided,
further, that each partial prepayment shall be in an aggregate principal amount
not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof.
Upon the giving of such notice of prepayment, the principal amount of Revolving
Loans specified to be prepaid shall become due and payable on the date specified
for such prepayment.

                  (b) Term Loans. The Borrowers may, upon at least three
Business Days' prior notice to the Administrative Agent stating the proposed
date and aggregate principal amount of the prepayment, prepay the outstanding
principal amount of the Term Loans, in whole or in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid;
provided, however, that if any prepayment of any Eurocurrency Rate Loan is made
by the Borrowers other than on the last day of an Interest Period for such Loan,
the Borrowers shall also pay any amounts owing pursuant to Section 2.16(b); and,
provided, further, that each partial prepayment shall be in an aggregate amount
not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof
and that any such partial prepayment shall be applied to reduce ratably the
remaining installments of such outstanding principal amount of the Term Loans.
Upon the giving of such notice of prepayment, the principal amount of the Term
Loans specified to be prepaid shall become due and payable on the date specified
for such prepayment.

                  (c) The Borrowers shall have no right to prepay the principal
amount of any Revolving Loan or any Term Loan other than as provided in this
Section 2.9.

                  SECTION 2.10. MANDATORY PREPAYMENTS.

                  (a) Upon receipt by the Company or any of its Restricted
Subsidiaries of Net Cash Proceeds arising from an Asset Sale, Property Loss
Event or Debt Issuance, the Borrowers shall immediately prepay the Loans (or
provide cash collateral in respect of Letters of Credit and Bankers'
Acceptances) in an amount equal to 100% of such Net Cash Proceeds; provided,
however, that (i) only Net Cash Proceeds in excess of $2,000,000 in any Fiscal
Year shall be required to prepay Loans pursuant to this Section 2.10(a), (ii) in
the case of any Net Cash Proceeds arising from a Reinvestment Event, the
Borrowers shall prepay the Loans (or provide cash collateral in respect of
Letters of Credit and Bankers' Acceptances) in an amount equal to the
Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on
the Reinvestment Prepayment Date with respect to such Reinvestment


                                       46

<PAGE>   53

Event and, pending application of such proceeds as specified in the Reinvestment
Notice, shall pay the same to the Administrative Agent to be held in a Cash
Collateral Account and (iii) only 50% of the Net Cash Proceeds arising from a
Debt Issuance shall be required to be applied as a prepayment of the Loans (or
as cash collateral in respect of Letter of Credit and Bankers' Acceptances) if
the Leverage Ratio as of the last day of the most recent Fiscal Quarter for
which Financial Statements have been delivered pursuant to Section 5.4(c) is
less than 3:00 to 1. Any such mandatory prepayment shall be applied in
accordance with Section 2.10(c) below.

                  (b) The Borrowers shall prepay the Term Loans within 90 days
of the last day of each Fiscal Year, in an amount equal to 75% of Excess Cash
Flow for such Fiscal Year (or, in the case of Fiscal Year 2001, the period
beginning July 1, 2000 and ending on the last day of such Fiscal Year);
provided, however, only 50% of such Excess Cash Flow should be required to be
applied as a prepayment of the Term Loans if the Leverage Ratio as of the last
day of such Fiscal Year is less than 3:00 to 1.

                  (c) Any prepayments made by the Borrowers pursuant to Section
2.10(a) shall be applied as follows: first, to prepay the outstanding principal
balance of the Term Loans, until such Term Loans shall have been prepaid in
full; second, to repay the outstanding principal balance of the Swing Loans
until such Swing Loans shall have been repaid in full; third, to repay the
outstanding principal balance of the Revolving Loans until such Revolving Loans
shall have been paid in full; and then, to provide cash collateral for any
Letter of Credit Obligations and Bankers' Acceptances Obligations in the manner
set forth in Section 7.3 until all such Letter of Credit Obligations and
Bankers' Acceptances Obligations have been fully cash collateralized in the
manner set forth therein. All prepayments of the Term Loans made pursuant to
this Section 2.10 shall be applied to reduce ratably the remaining installments
of the outstanding principal amount of the Term Loans. All repayments of
Revolving Loans and Swing Loans required to be made pursuant to this Section
2.10 shall result in a permanent reduction of the Revolving Credit Commitments
to the extent provided in Section 2.6(b). Payments received in respect of any
Canadian Revolving Credit Outstandings shall be distributed to each Canadian
Lender in accordance with its Canadian Ratable Portion.

                  (d) If at any time, the aggregate principal amount of
Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments
at such time, the Borrowers shall forthwith prepay the Swing Loans first and
then the Revolving Loans then outstanding in an amount equal to such excess. If
any such excess remains after repayment in full of the aggregate outstanding
Swing Loans and Revolving Loans, the Borrowers shall provide cash collateral for
the Letter of Credit Obligations and Bankers' Acceptances Obligations in the
manner set forth in Section 7.3 to the extent required to eliminate such excess.

                  (e) If at any time, the aggregate principal amount of
Revolving Credit Outstandings denominated in an Alternate Currency exceeds the
applicable Multicurrency Sublimit, the Borrowers shall forthwith prepay the
Revolving Loans denominated in such Alternate Currency then outstanding in an
amount equal to such excess.

                  SECTION 2.11. INTEREST.

                  (a) Rate of Interest. All Loans and the outstanding amount of
all other Obligations shall bear interest, in the case of Loans, on the unpaid
principal amount thereof from the date such Loans are made and, in the case of
such other Obligations, from the date such other Obligations are due and payable
until, in all cases, paid in full, except as otherwise provided in Section
2.11(c), as follows:

                       (i) if a Base Rate Loan or such other Obligation, at a
          rate per annum equal to the sum of (A) the Base Rate as in effect from
          time to time plus (B) the Applicable Margin;


                                       47

<PAGE>   54

                       (ii) if a Eurocurrency Rate Loan, at a rate per annum
          equal to the sum of (A) the Eurocurrency Rate determined for the
          applicable Interest Period plus (B) the Applicable Margin in effect
          from time to time during such Eurocurrency Interest Period; and

                       (iii) if a BA Rate Loan, at a rate per annum equal to the
          sum of (A) the BA Rate as in effect from time to time plus (B) the
          Applicable Margin.

                  (b) Interest Payments. (i) Interest accrued on each Base Rate
Loan (other than Swing Loans) shall be payable in arrears (A) on the first day
of each calendar quarter, commencing on the first such day following the making
of such Base Rate Loan, (B) in the case of Base Rate Loans that are Term Loans,
upon the payment or prepayment thereof in full or in part, and (C) if not
previously paid in full, at maturity (whether by acceleration or otherwise) of
such Base Rate Loan; (ii) interest accrued on Swing Loans shall be payable in
arrears on the first day of the immediately succeeding calendar quarter; (iii)
interest accrued on each Eurocurrency Rate Loan shall be payable in arrears (A)
on the last day of each Interest Period applicable to such Loan and if such
Interest Period has a duration of more than three months, on each day during
such Interest Period which occurs every three months from the first day of such
Interest Period, (B) upon the payment or prepayment thereof in full or in part,
and (C) if not previously paid in full, at maturity (whether by acceleration or
otherwise) of such Eurocurrency Rate Loan; and (iv) interest accrued on the
amount of all other Obligations shall be payable on demand from and after the
time such Obligation becomes due and payable (whether by acceleration or
otherwise).

                  (c) Default Interest. Notwithstanding the rates of interest
specified in Section 2.11(a) or elsewhere herein, effective immediately upon the
occurrence of an Event of Default, and for as long thereafter as such Event of
Default shall be continuing, the principal balance of all Loans and BA Rate
Loans and the amount of all other Obligations shall bear interest at a rate
which is two percent per annum in excess of the rate of interest applicable to
such Obligations from time to time.

                  (d) Canadian Revolving Credit Outstandings. For the purposes
of the Interest Act (Canada) and Canadian Revolving Credit Outstandings
hereunder:

                       (i) whenever any interest or fee under this Agreement is
          calculated using a rate based on a year of 360 days or 365 days, such
          rate determined pursuant to such calculation, when expressed as an
          annual rate, is equivalent to (A) the applicable rate based on a year
          of 360 days or 365 days, as the case may be, (B) multiplied by the
          actual number of days in the relevant calendar year, and (C) divided
          by 360 or 365 as the case may be;

                       (ii) the principle of deemed reinvestment of interest
          does not apply to any interest calculation under this Agreement; and

                       (iii) the rates of interest stipulated in this Agreement
          are intended to be nominal rates and not effective rates or yields.

                  SECTION 2.12. CONVERSION/CONTINUATION OPTION.

                  (a) The Borrowers may elect (i) at any time to convert Base
Rate Loans (other than Swing Loans and Canadian Loans) or any portion thereof to
Eurocurrency Rate Loans, or (ii) at the end of any applicable Interest Period,
to convert Eurocurrency Rate Loans (other than any such Loans denominated in
Euros) or any portion thereof into Base Rate Loans or to continue such
Eurocurrency Rate Loans or any portion thereof for an additional Interest
Period; provided, however, that the aggregate amount of the Eurocurrency Loans
for each Interest Period must be in the amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof, or, in the case of Multicurrency
Loans, in an aggregate


                                       48

<PAGE>   55

amount equal to an integral multiple of 100,000 units in the applicable
Alternate Currency and (converted to the Dollar Equivalent thereof) equal to or
greater than $5,000,000. Each conversion or continuation shall be allocated
among the Loans of each Lender in accordance with its Ratable Portion. Each such
election shall be in substantially the form of Exhibit E hereto (a "Notice of
Conversion or Continuation") and shall be made by giving the Administrative
Agent at least three Business Days' prior written notice specifying (A) the
amount and type of Loan being converted or continued, (B) in the case of a
conversion to or a continuation of Eurocurrency Rate Loans, the applicable
Interest Period, and (C) in the case of a conversion, the date of conversion
(which date shall be a Business Day and, if a conversion from Eurocurrency Rate
Loans, shall also be the last day of the applicable Interest Period).

                  (b) The Administrative Agent shall promptly notify each Lender
of its receipt of a Notice of Conversion or Continuation and of the options
selected therein. Notwithstanding the foregoing, no conversion in whole or in
part of Base Rate Loans to Eurocurrency Rate Loans, and no continuation in whole
or in part of Eurocurrency Rate Loans upon the expiration of any applicable
Interest Period, shall be permitted at any time at which (i) a Default or an
Event of Default shall have occurred and be continuing or (ii) the continuation
of, or conversion into, would violate any of the provisions of Section 2.15. If,
within the time period required under the terms of this Section 2.12, the
Administrative Agent does not receive a Notice of Conversion or Continuation
from the Borrowers containing a permitted election to continue any Eurocurrency
Rate Loans for an additional Interest Period or to convert any such Loans, then,
upon the expiration of the applicable Interest Period, such Loans will be
automatically converted to Base Rate Loans or, in the case of Eurocurrency Rate
Loans denominated in Euros, Eurocurrency Rate Loans with an Interest Period of
one month. Each Notice of Conversion or Continuation shall be irrevocable.

                  SECTION 2.13. FEES.

                  (a) Unused Commitment Fee. The Borrowers agree to pay to each
Revolving Credit Lender a commitment fee on the average amount by which the
Revolving Credit Commitment of such Lender exceeds such Lender's Ratable Portion
of the Revolving Credit Outstandings less the amount of any outstanding Swing
Loans (the "Unused Commitment Fee") from the date hereof until the Revolving
Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in
arrears (i) on the last day of each calendar quarter, commencing on the first
such day following the Effective Date, and (ii) on the Revolving Credit
Termination Date.

                  (b) Letter of Credit Fees. The Borrowers agree to pay the
following amounts with respect to Letters of Credit issued by any Issuer:

                       (i) to the Administrative Agent for the account of each
          Issuer of a Letter of Credit, with respect to each Letter of Credit
          issued by such Issuer, an issuance fee as agreed with each Issuer,
          payable in arrears (A) on the last day of each calendar quarter,
          commencing on the first such day following the issuance of such Letter
          of Credit, and (B) on the Revolving Credit Termination Date;

                       (ii) to the Administrative Agent for the ratable benefit
          of the Revolving Credit Lenders or, in the case of Letters of Credit
          issued for the account of the Canadian Borrower, the Canadian Lenders,
          with respect to each Letter of Credit, a fee accruing at the rate per
          annum equal to the Applicable Margin for Eurocurrency Rate Loans of
          the maximum amount available from time to time to be drawn under such
          Letter of Credit (in the case of a Letter of Credit denominated in an
          Alternate Currency other than Dollars, based on the Dollar Equivalent
          of the average undrawn amount thereof), payable in arrears on the last
          day of each calendar quarter, commencing on the first such day
          following the issuance of such Letter of Credit, and


                                       49

<PAGE>   56
                       (ii) on the Revolving Credit Termination Date; provided,
          however, that during the continuance of an Event of Default, such fee
          shall be increased by two percent per annum and shall be payable on
          demand; and

                       (iii) to the Issuer of any Letter of Credit, with respect
          to the issuance, amendment or transfer of each Letter of Credit and
          each drawing made thereunder, documentary and processing charges in
          accordance with such Issuer's standard schedule for such charges in
          effect at the time of issuance, amendment, transfer or drawing, as the
          case may be.

                  (c) Amendment Fee. The Borrowers agree to pay to each Lender
that executes and delivers to the Borrowers a signature page hereto, an
amendment fee of 0.50% of the sum of (a) the amount of such Lender's Revolving
Credit Commitment and (b) the principal amount of such Lender's Term Loan.

                  (d) Additional Fees. The Borrowers has agreed to pay to
Citicorp and to the Arranger additional fees, the amount and dates of payment of
which are embodied in the Fee Letters.

                  SECTION 2.14. PAYMENTS AND COMPUTATIONS.

                  (a) The Borrowers shall make each payment hereunder (including
fees and expenses) not later than 11:00 a.m. (New York City time) on the day
when due, (i) with respect to Loans and Reimbursement Obligations denominated in
Dollars, in Dollars, and (ii) with respect to Multicurrency Loans or
Reimbursement Obligations denominated in an Alternate Currency, in the Alternate
Currency in which such Loan or the Letter of Credit or Bankers' Acceptance
giving rise to such Reimbursement Obligation was made to the Administrative
Agent at its address referred to in Section 9.8 in immediately available funds
without set-off or counterclaim. The Administrative Agent will promptly
thereafter cause to be distributed immediately available funds relating to the
payment of principal or interest or fees to the Lenders or the Canadian Lenders,
as applicable, in accordance with the application of payments set forth in
clauses (e) and (f) of this Section 2.14, as applicable, for the account of
their respective Applicable Lending Offices; provided, however, that amounts
payable pursuant to Section 2.15(c), 2.16 or 2.17 shall be paid only to the
affected Lender or Lenders and amounts payable with respect Swing Loans shall be
paid only to the Swing Loan Lender. Payments received by the Administrative
Agent after 11:00 a.m. (New York City time) shall be deemed to be received on
the next Business Day.

                  (b) All computations of interest based on clause (a)(i) or
(b)(i) of the definition of "Base Rate" or "BA Rate" shall be made by the
Administrative Agent on the basis of a year of 365 or 366 days, as the case may
be, and all other computations of interest and of fees shall be made by the
Administrative Agent on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest and fees are payable. Each
determination by the Administrative Agent of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.

                  (c) Whenever any payment hereunder shall be stated to be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as the case may be;
provided, however, that if such extension would cause payment of interest on or
principal of any Eurocurrency Rate Loan to be made in the next calendar month,
such payment shall be made on the immediately preceding Business Day.

                  (d) Unless the Administrative Agent shall have received notice
from a Borrower to the Lenders prior to the date on which any payment is due
hereunder that such Borrower will not make


                                       50

<PAGE>   57

such payment in full, the Administrative Agent may assume that such Borrower has
made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender. If and to the extent such Borrower shall not have made such
payment in full to the Administrative Agent, each Lender shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
together with interest thereon at the Interbank Rate, for the first Business
Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day
from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Administrative Agent.

                  (e) Subject to the provisions of clause (f) of this Section
2.14 (and except as otherwise provided in Section 2.10), all payments and any
other amounts received by the Administrative Agent from or for the benefit of
the Borrowers shall be applied first, to pay principal of and interest on any
portion of the Loans which the Administrative Agent may have advanced pursuant
to the express provisions of this Agreement on behalf of any Lender, for which
such Administrative Agent has not then been reimbursed by such Lender or the
Borrowers; second, to pay all other Obligations then due and payable; and third,
as the Borrowers so designates. Payments in respect of Swing Loans received by
the Administrative Agent shall be distributed to the Swing Loan Lender; payments
in respect of Revolving Loans received by the Administrative Agent shall be
distributed to each Revolving Credit Lender in accordance with such Lender's
Ratable Portion or, in the case of Revolving Loans made to the Canadian
Borrower, to each Canadian Lender in accordance with such Lender's Canadian
Ratable Portion; payments in respect of the Term Loans received by the
Administrative Agent shall be distributed to each Term Loan Lender in accordance
with such Lender's Ratable Portion of the Term Loans; and all payments of fees
and all other payments in respect of any other Obligation shall be allocated
among such of the Lenders and Issuers as are entitled thereto, and, if to the
Lenders, in proportion to their respective Ratable Portions, or Canadian Ratable
Portions, in the case of fees relating to Loans, Letters of Credit denominated
in Canadian Dollars and Bankers' Acceptances.

                  (f) Subject to the Mexican Intercreditor Agreement, after the
occurrence and during the continuance of an Event of Default, the Borrowers
hereby irrevocably waive the right to direct the application of any and all
payments in respect of the Obligations and any proceeds of Collateral, and agree
that the Administrative Agent may, and shall upon either (A) the written
direction of the Requisite Revolving Credit Lenders and the Requisite Term Loan
Lenders or (B) the acceleration of the Obligations pursuant to Section 7.2,
apply all payments in respect of any Obligations and all funds on deposit in the
Cash Collateral Accounts and all other proceeds of Collateral in the following
order, provided, that payments made in an Alternate Currency shall be applied
first to Obligations denominated in such Alternate Currency and that payments
received from the Canadian Borrower shall be applied first to Obligations owing
by the Canadian Borrower:

                       (i) first, to pay interest on and then principal of any
          portion of the Revolving Loans which the Administrative Agent may have
          advanced on behalf of any Lender for which the Administrative Agent
          has not then been reimbursed by such Lender or the Borrowers;

                       (ii) second, to pay interest on and then principal of
          any Swing Loan;

                       (iii) third, to pay Obligations in respect of any expense
          reimbursements or indemnities then due the Administrative Agent;

                       (iv) fourth, to pay Obligations in respect of any
          expense reimbursements or indemnities then due to the Lenders and the
          Issuers;


                                       51

<PAGE>   58
                       (v) fifth, to pay Obligations in respect of any fees then
          due to the Administrative Agent, the Lenders and the Issuers;

                       (vi) sixth, to pay interest then due and payable in
          respect of the Loans, Reimbursement Obligations and Bankers'
          Acceptance Reimbursement Obligations;

                       (vii) seventh, to pay or prepay principal payments on the
          Loans, and Reimbursement Obligations and to provide cash collateral
          for outstanding Letter of Credit Undrawn Amounts and unmatured
          Bankers' Acceptances in the manner described in Section 7.3, ratably
          to the aggregate principal amount of such Loans, Reimbursement
          Obligations, Letter of Credit Undrawn Amounts, and unmatured Bankers'
          Acceptances and Obligations owing with respect to Hedging Contracts;
          and

                       (viii) eighth, to the ratable payment of all other
          Obligations;

provided, however, that if sufficient funds are not available to fund all
payments to be made in respect of any of the Obligations described in any of the
foregoing clauses first through eighth, the available funds being applied with
respect to any such Obligation (unless otherwise specified in such clause) shall
be allocated to the payment of such Obligations ratably, based on the proportion
of the Administrative Agent's and each Lender's or Issuer's interest in the
aggregate outstanding Obligations described in such clauses; provided further,
however, in the event any Non-Canadian Lender's Ratable Portion of the
Obligations allocable to the Revolving Credit Outstandings referred to in clause
(vi) or (vii) above is less than its interest in the aggregate outstanding
Revolving Credit Outstandings described in such clauses, then the Administrative
Agent shall apply the available funds with respect to any such Revolving Credit
Outstandings first to the Canadian Lenders in accordance with their respective
Canadian Ratable Portions until each Revolving Credit Lender's remaining
interest in such Revolving Credit Outstandings is equal to such Revolving Credit
Lender's Ratable Portion of such Revolving Credit Outstandings (it being
understood and agreed that such reallocation of amounts shall not affect in any
way the amount of available funds that are applied to the Obligations owing to
the Term Loan Lenders in respect of the Term Loans). Notwithstanding the
foregoing proviso, in the event any Non-Canadian Lender's Ratable Portion of the
Revolving Credit Outstandings is less than its interest in the aggregate
outstanding Revolving Credit Outstandings after giving effect to the application
of any proceeds of Collateral from the Canadian Borrower, the Administrative
Agent may, and shall at the request of any Non-Canadian Lender, require each
Canadian Lender (and each Canadian Lender hereby agrees) to purchase, without
recourse or warranty, an undivided interest and participation in the outstanding
Revolving Credit Outstandings owing to the Non-Canadian Lenders so that, after
giving effect to such purchases, each Revolving Credit Lender's interest in the
Revolving Loan Outstandings is equal to such Revolving Credit Lender's Ratable
Portion of such Revolving Credit Outstandings at the time of such purchase. The
order of priority set forth in clauses first through eighth of this Section
2.14(f) may at any time and from time to time be changed by the agreement of the
Requisite Revolving Lenders and the Requisite Term Loan Lenders without
necessity of notice to or consent of or approval by the Borrowers, any Secured
Party that is not a Lender or Issuing Bank, or any other Person. The order of
priority set forth in clauses first through fifth of this Section 2.14(f) may be
changed only with the prior written consent of the Administrative Agent in
addition to the Requisite Revolving Credit Lenders and the Requisite Term Loan
Lenders.

                  (g) At the option of the Administrative Agent, principal on
the Swing Loans, the Reimbursement Obligations, Bankers' Acceptance Obligations,
interest, fees, expenses and other sums due and payable in respect of the
Revolving Loans and Protective Advances may be paid from the proceeds of Swing
Loans or Revolving Loans; provided however, that such sums due and payable in
respect of Revolving Loans and Protective Advances denominated in Canadian
Dollars shall only be payable from the proceeds of Canadian Loans. The Borrowers
hereby authorize the Swing Loan Lender


                                       52
<PAGE>   59


to make Swing Loans pursuant to Section 2.3 (d) and the Revolving Credit Lenders
to make Revolving Loans and the Canadian Lenders to make Canadian Loans pursuant
to Section 2.2(a), from time to time in such Swing Loan Lender's, or such
Revolving Credit Lender's discretion, which are in the amounts of any and all
principal payable with respect to the Swing Loans and interest, fees, expenses
and other sums payable in respect of the Revolving Loans, and further authorizes
the Administrative Agent to give the Revolving Credit Lenders notice of any
Borrowing with respect to such Swing Loans and Revolving Loans and to distribute
the proceeds of such Swing Loans and Revolving Loans to pay such amounts. The
Borrowers agree that all such Swing Loans and Revolving Loans so made shall be
deemed to have been requested by them (irrespective of the satisfaction of the
conditions in Section 3.2, which conditions the Revolving Credit Lenders
irrevocably waive) and directs that all proceeds thereof shall be used to pay
such amounts.

                  (h) The Borrowers hereby authorize each Lender and each
Affiliate of each Lender, if and to the extent payment owed to such Lender by
the Borrowers is not made when due hereunder, to charge from time to time
against any or all of the Borrowers' accounts with such Lender or Affiliate any
amount so due.

                  SECTION 2.15. SPECIAL PROVISIONS GOVERNING EUROCURRENCY RATE
LOANS.

                  (a) Determination of Interest Rate. The Eurocurrency Rate for
each Interest Period for Eurocurrency Rate Loans shall be determined by the
Administrative Agent pursuant to the procedures set forth in the definition of
"Eurocurrency Rate." The Administrative Agent's determination shall be presumed
to be correct, absent manifest error, and shall be binding on the Borrowers.

                  (b) Interest Rate Unascertainable, Inadequate or Unfair. In
the event that: (i) the Administrative Agent determines that adequate and fair
means do not exist for ascertaining the applicable interest rates by reference
to which the Eurocurrency Rate then being determined is to be fixed; or (ii) the
Requisite Lenders notify the Administrative Agent that the Eurocurrency Rate for
any Interest Period will not adequately reflect the cost to the Lenders of
making or maintaining such Loans for such Interest Period, the Administrative
Agent shall forthwith so notify the Borrowers and the Lenders, whereupon each
Eurocurrency Loan will automatically, on the last day of the current Interest
Period for such Loan, convert into a Base Rate Loan and the obligations of the
Lenders to make Eurocurrency Rate Loans or to convert Base Rate Loans into
Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall
notify the Borrowers that the Requisite Lenders have determined that the
circumstances causing such suspension no longer exist.

                  (c) Increased Costs. If at any time any Lender shall determine
that the introduction of or any change in or in the interpretation of any law,
treaty or governmental rule, regulation or order (other than any change by way
of imposition or increase of reserve requirements included in determining the
Eurocurrency Rate) or the compliance by such Lender with any guideline, request
or directive from any central bank or other Governmental Authority (whether or
not having the force of law), there shall be any increase in the cost to such
Lender of agreeing to make or making, funding or maintaining any Eurocurrency
Rate Loans, then the Borrowers shall from time to time, upon demand by such
Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost. A certificate as
to the amount of such increased cost, submitted to the Borrowers and the
Administrative Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error.

                  (d) Illegality. Notwithstanding any other provision of this
Agreement, if any Lender determines that the introduction of or any change in or
in the interpretation of any law, treaty or governmental rule, regulation or
order after the date of this Agreement shall make it unlawful, or any


                                       53

<PAGE>   60


central bank or other Governmental Authority shall assert that it is unlawful,
for any Lender or its Eurocurrency Lending Office to make Eurocurrency Rate
Loans or to continue to fund or maintain Eurocurrency Rate Loans, then, on
notice thereof and demand therefor by such Lender to the Borrowers through the
Administrative Agent, (i) the obligation of such Lender to make or to continue
Eurocurrency Rate Loans and to convert Base Rate Loans into Eurocurrency Rate
Loans shall be suspended, and each such Lender shall make a Base Rate Loan as
part of any requested Borrowing of Eurocurrency Rate Loans and (ii) if the
affected Eurocurrency Rate Loans are then outstanding, the Borrowers shall
immediately convert each such Loan into a Base Rate Loan. If at any time after a
Lender gives notice under this Section 2.15(d) such Lender determines that it
may lawfully make Eurocurrency Rate Loans, such Lender shall promptly give
notice of that determination to the Borrowers and the Administrative Agent, and
the Administrative Agent shall promptly transmit the notice to each other
Lender. The Borrowers' right to request, and such Lender's obligation, if any,
to make Eurocurrency Rate Loans shall thereupon be restored.

                  SECTION 2.16. CAPITAL ADEQUACY AND BREAKAGE COSTS.

                  (a) Capital Adequacy. If at any time any Lender determines
that (a) the adoption of or any change in or in the interpretation of any law,
treaty or governmental rule, regulation or order after the date of this
Agreement regarding capital adequacy, (b) compliance with any such law, treaty,
rule, regulation, or order, or (c) compliance with any guideline or request or
directive from any central bank or other Governmental Authority (whether or not
having the force of law) shall have the effect of reducing the rate of return on
such Lender's (or any corporation controlling such Lender's) capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit or Bankers' Acceptance to a level below that which such Lender or such
corporation could have achieved but for such adoption, change, compliance or
interpretation, then, upon demand from time to time by such Lender (with a copy
of such demand to the Administrative Agent), the Borrowers shall pay to the
Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender for such reduction. A certificate as to such amounts submitted to the
Borrowers and the Administrative Agent by such Lender shall be conclusive and
binding for all purposes absent manifest error.

                  (b) Breakage Costs. In addition to all amounts required to be
paid by the Borrowers pursuant to Section 2.11, the Borrowers shall compensate
each Lender, upon demand, for all losses, expenses and liabilities (including
any loss or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund or maintain such
Lender's Eurocurrency Rate Loans or BA Rate Loans to the Borrowers but excluding
any loss of the Applicable Margin on the relevant Loans) which that Lender may
sustain (i) if for any reason a proposed Borrowing, conversion into or
continuation of Eurocurrency Rate Loans does not occur on a date specified
therefor in a Notice of Borrowing or a Notice of Conversion or Continuation
given by the Borrowers or in a telephonic request by it for borrowing or
conversion or continuation or a successive Interest Period does not commence
after notice therefor is given pursuant to Section 2.12, (ii) if for any reason
any Eurocurrency Rate Loan or BA Rate Loan is prepaid (including mandatorily
pursuant to Section 2.10) on a date which is not the last day of the applicable
Interest Period, (iii) as a consequence of a required conversion of a
Eurocurrency Rate Loan to a Base Rate Loan as a result of any of the events
indicated in Section 2.15(d), or (iv) as a consequence of any failure by the
Borrowers to repay Eurocurrency Rate Loans or BA Rate Loans when required by the
terms hereof. The Lender making demand for such compensation shall deliver to
the Borrowers concurrently with such demand a written statement as to such
losses, expenses and liabilities, and this statement shall be conclusive as to
the amount of compensation due to that Lender, absent manifest error.

                                       54

<PAGE>   61

                  SECTION 2.17. TAXES.

                  (a) Any and all payments by the Borrowers under each Loan
Document shall be made free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto, (including, but not limited to, any of
the foregoing which may be imposed in Canada or any political subdivision or
taxing authority thereof or therein, or any federal or other association of or
with which Canada may be a member or associated and specifically including any
withholding made pursuant to Part XIII of the Income Tax Act (Canada) in respect
of any interest payment hereunder) unless the relevant Borrower is required to
do so by law or the interpretation thereof by the relevant taxing authority;
provided, however, that the following will be excluded taxes: (i) in the case of
each Lender and the Administrative Agent (A) taxes measured by its net income,
and franchise taxes imposed on it, by the jurisdiction (or any political
subdivision thereof) under the laws of which such Lender or the Administrative
Agent (as the case may be) is organized and (B) any United States withholding
taxes payable with respect to payments under the Loan Documents under laws
(including any statute, treaty or regulation) in effect on the Effective Date
(or, in the case of an Eligible Assignee, the date of the Assignment and
Acceptance) applicable to such Lender or the Administrative Agent, as the case
may be, but not excluding any United States withholding payable as a result of
any change in such laws occurring after the Effective Date (or the date of such
Assignment and Acceptance) and (ii) in the case of each Lender, taxes measured
by its net income, and franchise taxes imposed on it, by the jurisdiction in
which such Lender's Applicable Lending Office is located (all such non-excluded
taxes, levies, imposts, deductions, charges, with Company and liabilities being
hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be
deducted or withheld from or in respect of any sum payable under any Loan
Document to any Lender or the Administrative Agent (i) the sum payable shall be
increased as may be necessary so that after making all required deductions
(including deductions or withholdings applicable to additional sums payable
under this Section 2.17) such Lender or the Administrative Agent (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrowers shall make such deductions or
withholdings, (iii) the Borrowers shall pay the full amount deducted or withheld
to the relevant taxing authority or other authority in accordance with
applicable law, and (iv) the Borrowers shall deliver to the Administrative Agent
evidence of such payment.

                  (b) In addition, the Borrowers agree to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies of the United States or any political subdivision thereof or
any applicable foreign jurisdiction, and all liabilities with respect thereto,
which arise from any payment made under any Loan Document or from the execution,
delivery or registration of, or otherwise with respect to, any Loan Document
(collectively, "Other Taxes").

                  (c) The Borrowers will indemnify each Lender and the
Administrative Agent for the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.17) paid by such Lender or the Administrative Agent (as the case may
be) and any liability (including for penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted. This indemnification shall be made within 30 days
from the date such Lender or the Administrative Agent (as the case may be) makes
written demand therefor.

                  (d) Within 30 days after the date of any payment of Taxes or
Other Taxes, the Borrowers will furnish to the Administrative Agent, at its
address referred to in Section 9.8, the original or a certified copy of a
receipt evidencing payment thereof.


                                       55

<PAGE>   62

                  (e) Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in this Section 2.17 shall survive the payment in full of the
Obligations.

                  (f) Prior to the Effective Date in the case of each Non-U.S.
Lender that is a signatory hereto, and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Non-U.S. Lender and from time to time thereafter if requested by the Borrowers
or the Administrative Agent, each Non-U.S. Lender that is entitled at such time
to an exemption from United States withholding tax, or that is subject to such
tax at a reduced rate under an applicable tax treaty, shall provide the
Administrative Agent and the Borrowers with two completed copies of: (i) Form
W-8ECI (claiming exemption from withholding because the income is effectively
connected with a U.S. trade or business) (or any successor form); (ii) Form
W-8BEN (claiming exemption from, or a reduction of, withholding tax under an
income tax treaty) (or any successor form); (iii) in the case of a Non-U.S.
Lender claiming exemption under Sections 871(h) or 881(c) of the Code, a Form
W-8BEN (claiming exemption from withholding under the portfolio interest
exemption)(or successor form); or (iv) or other applicable form, certificate or
document prescribed by the IRS certifying as to such Non-U.S. Lender's
entitlement to such exemption from United States withholding tax or reduced rate
with respect to all payments to be made to such Non-U.S. Lender under the Loan
Documents. Unless the Borrowers and the Administrative Agent have received forms
or other documents satisfactory to them indicating that payments under any Loan
Document to or for a Non-U.S. Lender are not subject to United States
withholding tax or are subject to such tax at a rate reduced by an applicable
tax treaty, the Borrowers or the Administrative Agent shall withhold taxes from
such payments at the applicable statutory rate.

                  (g) Any Lender claiming any additional amounts payable
pursuant to this Section 2.17 shall use its reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
which would be payable or may thereafter accrue and would not, in the sole
determination of such Lender, be otherwise disadvantageous to such Lender.

                  (h) Each Borrower represents and warrants that, as of the date
hereof, to the best of its knowledge after due inquiry, (i) neither this
Agreement nor the execution or delivery by such Borrower of this Agreement is
subject to any Taxes, and (ii) no payment to be made by any Borrower hereunder
or under any Note is subject to any Taxes.

                  SECTION 2.18. CRIMINAL RATE OF INTEREST. Notwithstanding any
other provisions of this Agreement, in no event shall the aggregate "interest"
(as defined in Section 347 ("Section 347") of the Criminal Code, Revised
Statutes of Canada, 1985, C-46, as the same shall be amended, replaced or
re-enacted from time to time) payable to the Lenders under this Agreement exceed
the effective annual rate of interest on the "credit advances" (as defined in
Section 347) hereunder lawfully permitted under Section 347 and, if any payment,
collection or demand pursuant to this Agreement in respect of "interest" (as
defined in Section 347) is determined to be contrary to the provisions of
Section 347, such payment, collection or demand shall be deemed to have been
made by mutual mistake of the Lenders and the Borrowers and the amount of such
payment or collection shall be refunded by the Lenders to the Borrowers. For the
purposes of this Agreement, the effective annual rate of interest shall be
determined in accordance with generally accepted actuarial practices and
principles over the term of the Loans on the basis of annual compounding for the
lawfully permitted rate of interest and, in the event of dispute, a certificate
of a Fellow of the Canadian Institute of Actuaries appointed by the
Administrative Agent for the account of the Borrowers will be conclusive for the
purpose of such determination in the absence of evidence to the contrary.


                                       56

<PAGE>   63

                  SECTION 2.19. SUBSTITUTION OF LENDERS. In the event that (a)
(i) any Lender makes a claim under Section 2.15(c) or Section 2.16(a), or (ii)
it becomes illegal for any Lender to continue to fund or make any Eurocurrency
Rate Loan and such Lender notifies the Borrowers pursuant to Section 2.15(d), or
(iii) the Borrowers are required to make any payment pursuant to Section 2.17
that is attributable to any Lender, or (iv) any Lender is a Non-Funding Lender,
(b) in the case of clause (a)(i) above, as a consequence of increased costs in
respect of which such claim is made, the effective rate of interest payable to
such Lender under this Agreement with respect to its Loans materially exceeds
the effective average annual rate of interest payable to the Requisite Lenders
under this Agreement and (c) Lenders holding at least 75% of the Commitments are
not subject to such increased costs or illegality, payment or proceedings (any
such Lender, an "Affected Lender"), the Borrowers may substitute another
financial institution for such Affected Lender hereunder, upon reasonable prior
written notice (which written notice must be given within 90 days following the
occurrence of any of the events described in clauses (a)(i), (ii), (iii) or
(iv)) by the Borrowers to the Administrative Agent and the Affected Lender that
the Borrowers intend to make such substitution, which substitute financial
institution must be an Eligible Assignee and, if not a Lender, reasonably
acceptable to the Administrative Agent; provided, however, that if more than one
Lender claims increased costs, illegality or right to payment arising from the
same act or condition and such claims are received by the Borrowers within 30
days of each other then the Borrowers may substitute all, but not (except to the
extent the Borrowers have already substituted one of such Affected Lenders
before the Borrowers' receipt of the other Affected Lenders' claim) less than
all, Lenders making such claims. In the event that the proposed substitute
financial institution or other entity is reasonably acceptable to the
Administrative Agent and the written notice was properly issued under this
Section 2.19, the Affected Lender shall sell and the substitute financial
institution or other entity shall purchase, pursuant to an Assignment and
Acceptance, all rights and claims of such Affected Lender under the Loan
Documents and the substitute financial institution or other entity shall assume
and the Affected Lender shall be relieved of its Commitments and all other prior
unperformed obligations of the Affected Lender under the Loan Documents (other
than in respect of any damages (other than exemplary or punitive damages, to the
extent permitted by applicable law) in respect of any such unperformed
obligations). Upon the effectiveness of such sale, purchase and assumption
(which, in any event shall be conditioned upon the payment in full by the
Borrowers to the Affected Lender in cash of all fees, unreimbursed costs and
expenses and indemnities accrued and unpaid through such effective date), the
substitute financial institution or other entity shall become a "Lender"
hereunder for all purposes of this Agreement having a Revolving Credit
Commitment (if applicable) in the amount of such Affected Lender's Revolving
Credit Commitment assumed by it and such Revolving Credit Commitment (if
applicable) of the Affected Lender shall be terminated, provided that all
indemnities under the Loan Documents shall continue in favor of such Affected
Lender.

                  SECTION 2.20. FACILITIES INCREASES. At any time after the
Covenant Reversion Date, the Borrowers may no more frequently than once in any
twelve month period, request the Lenders or other Eligible Assignees to increase
the Revolving Credit Commitments and provide additional Term Loans in minimum
increments of $50,000,000 (applied pro rata across the Facilities based on the
amount of the respective Revolving Credit Commitments and Term Loans on the
Effective Date, or such other allocation as shall be agreed to by the
Administrative Agent and the Requisite Lenders) up to an aggregate amount not in
excess of $100,000,000 (each a "Facilities Increase"); provided, however, that
(i) the Borrowers shall have given the Administrative Agent at least 60 days
notice of its intention to effect a Facilities Increase and the desired amount
of such Facilities Increase, (ii) on each Facilities Increase Effective Date and
after giving effect thereto, the Senior Leverage Ratio for the most recently
ended Fiscal Quarter for which Financial Statements have been delivered pursuant
to Section 5.4(c) is less than or equal to 3.00:1 on a Pro Forma Basis, (iii)
the conditions precedent to a Borrowing set forth in Section 3.2 are satisfied
as of such date, and (iv) an opinion of counsel to the Loan Parties in form and
substance and from counsel satisfactory to the Administrative Agent and
addressed to the Administrative Agent, the Collateral Agent, the Issuers and the
Lenders and addressing such matters as any Lender


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<PAGE>   64

through the Administrative Agent may reasonably request shall be delivered to
the Administrative Agent. The Borrowers shall have the right to offer such
increase to (x) the Lenders, and each Lender will have the right, but not the
obligation, to commit to all or a portion of the proposed Facilities Increase or
(y) Eligible Assignees; provided, however, that the minimum additional Revolving
Credit Commitment or Term Loan of each such Lender or Eligible Assignee equals
or exceeds $5,000,000 and such Lender or Eligible Assignee executes an
Assumption Agreement pursuant to which such Lender or Eligible Assignee agrees
to commit to all or a portion of such Facilities Increase and, in the case of an
Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On
the effective date provided for in the Assumption Agreements providing for a
Facilities Increase (each a "Facilities Increase Effective Date"), the Revolving
Credit Commitments and the Term Loans will be increased by the amount committed
or Term Loan made, as the case may be, by each Lender or Eligible Assignee on
the Facilities Increase Date. In the event there are Lenders and Eligible
Assignees that have committed to a Facilities Increase in excess of the maximum
amount requested (or permitted), then the Administrative Agent shall have the
right to allocate such commitments, first to Lenders and then to Eligible
Assignees, on whatever basis the Administrative Agent determines is appropriate
in consultation with the Company. The Administrative Agent and the Lenders
reserve the right to charge the Company for additional fees to provide such
Facilities Increase.

                                  ARTICLE III

                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

                  SECTION 3.1. CONDITIONS PRECEDENT TO INITIAL LOANS AND LETTERS
OF CREDIT. The effectiveness of this Agreement is subject to the satisfaction of
all of the following conditions precedent:

                  (a) Certain Documents. The Administrative Agent shall have
received on the Effective Date each of the following, each dated the Effective
Date unless otherwise indicated or agreed to by the Administrative Agent, in
form and substance satisfactory to the Administrative Agent and in sufficient
copies for each Lender:

                       (i) this Agreement, duly executed and delivered by the
          Borrowers and, for the account of each Lender requesting the same, a
          Note or Notes of the Borrowers conforming to the requirements set
          forth herein;

                       (ii) Affirmation Agreements, duly executed by each Loan
          Party with respect to its obligations under the Existing Loan
          Documents to which it is a party;

                       (iii) a favorable opinion of (A) Dykema Gossett PLLC,
          counsel to the Loan Parties, in substantially the form of Exhibit F,
          addressed to the Administrative Agent, the Collateral Agent, the
          Issuers and the Lenders and addressing such matters as any Lender
          through the Administrative Agent may reasonably request and (B)
          counsel to the Administrative Agent as to the enforceability of this
          Agreement and the other Loan Documents to be executed on the Effective
          Date;

                       (iv) a copy of all amendments and modifications to the
          articles or certificate of incorporation (or equivalent organizational
          documents) of each Loan Party (translated into English if applicable)
          made since the Original Effective Date, certified as of a recent date
          by the applicable Governmental Authority of the jurisdiction of
          incorporation of such Loan Party, together with certificates of such
          official attesting to the good standing of each such Loan Party;

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<PAGE>   65

                       (v) a certificate of the Secretary or an Assistant
          Secretary of each Loan Party certifying (A) the names and true
          signatures of each officer of such Loan Party who has been authorized
          to execute and deliver any Loan Document or other document required
          hereunder to be executed and delivered by or on behalf of such Loan
          Party, (B) all amendments and modifications to the by-laws (or
          equivalent Constituent Document) of such Loan Party made since the
          Original Effective Date, (C) the resolutions of such Loan Party's
          Board of Directors (or equivalent governing body) approving and
          authorizing the execution, delivery and performance of this Agreement
          and the other Loan Documents required to be delivered hereunder to
          which it is a party and (D) that there have been no changes in the
          certificate of incorporation (or equivalent Constituent Document) of
          such Loan Party from the certificate of incorporation (or equivalent
          Constituent Document) delivered pursuant to the immediately preceding
          clause;

                       (vi) a certificate of the Chief Financial Officer of each
          of the Borrowers, stating that such Borrower is Solvent after giving
          effect to the initial Loans and Letters of Credit, the application of
          the proceeds thereof in accordance with Section 4.7 and the payment of
          all estimated legal, accounting and other fees related hereto and
          thereto;

                       (vii) a certificate of a Responsible Officer of the
          Company and of each of the Borrowing Subsidiary to the effect that (A)
          the condition set forth in Section 3.2(b) has been satisfied, (B) no
          litigation other than that listed on Schedule 4.5 shall have been
          commenced against any Loan Party or any of its Subsidiaries which, if
          adversely determined, would have a Material Adverse Effect and (C) as
          of the Effective Date, the schedule of asset sales attached thereto is
          a true and complete detailed itemization of the Asset Sales set forth
          on Schedule 6.5;

                       (viii) evidence satisfactory to the Administrative Agent
          that the insurance policies required by Section 5.3 and any Collateral
          Document are in full force and effect, together with endorsements
          naming the Collateral Agent, on behalf of the Secured Parties, as an
          additional insured and/or loss payee under all insurance policies to
          be maintained with respect to the properties of the Borrowers and its
          Subsidiaries;

                       (ix) there shall have occurred no Material Adverse Change
          since March 31, 2001;

                       (x) the Acknowledgment and Consent of Oxford Investment
          Group, Inc., duly executed by Oxford Investment Group, Inc.;

                       (xi) the Lenders shall have received the Projections;

                       (xii) the Lenders shall have received and be satisfied
          with unaudited financial statements of the Company and its
          Subsidiaries for the Fiscal Year ending March 31, 2001, duly certified
          (subject to year-end audit adjustments) by the Chief Financial Officer
          or Treasurer of the Company as having been prepared in accordance with
          GAAP; and

                       (xiii) such other certificates, documents, agreements and
          information respecting any Loan Party as any Lender through the
          Administrative Agent may reasonably request.

                  (b) Swing Loans Repaid. The Borrowers shall have repaid all
Swing Loans outstanding on the Effective Date.


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<PAGE>   66

                  (c) Fee and Expenses Paid. There shall have been paid to the
Administrative Agent, for the account of the Administrative Agent and the
Lenders, as applicable, all fees due and payable on or before the Effective Date
(including all such fees described in the Fee Letters), and all expenses
(including of all advisors and legal counsel to the Administrative Agent) due
and payable on or before the Effective Date.

                  (d) Consents, Etc. Each of the Company and its Subsidiaries
shall have received all consents and authorizations required pursuant to any
material Contractual Obligation with any other Person and shall have obtained
all consents and authorizations of, and effected all notices to and filings
with, any Governmental Authority, in each case, as may be necessary to allow
each of the Borrowers and their respective Subsidiaries lawfully (A) to execute,
deliver and perform, in all material respects, their respective obligations
hereunder, the Loan Documents to which each of them, respectively, is, or shall
be, a party and each other agreement or instrument to be executed and delivered
by each of them, respectively, pursuant thereto or in connection therewith, and
(B) to create and perfect the Liens on the Collateral to be owned by each of
them in the manner and for the purpose contemplated by the Loan Documents.

                  SECTION 3.2. CONDITIONS PRECEDENT TO EACH LOAN AND LETTER OF
CREDIT. The obligation of each Lender on any date (including the Effective Date)
to make any Loan and of each Issuer on any date (including the Effective Date)
to issue any Letter of Credit is subject to the satisfaction of all of the
following conditions precedent:

                  (a) Request for Borrowing or Issuance of Letter of Credit.
With respect to any Loan, the Administrative Agent shall have received a duly
executed Notice of Borrowing or, in the case of Swing Loans, a duly executed
Swing Loan Request, and with respect to any Letter of Credit, the Administrative
Agent and the Issuer shall have received a duly executed Letter of Credit
Request.

                  (b) Representations and Warranties; No Defaults. The following
statements shall be true on the date of such Loan or issuance, both before and
after giving effect thereto and, in the case of such Loan, to the application of
the proceeds therefrom:

                       (i) The representations and warranties set forth in
          Article IV and in the other Loan Documents shall be true and correct
          on and as of the Effective Date and shall be true and correct in all
          material respects on and as of any such date after the Effective Date
          with the same effect as though made on and as of such date, except to
          the extent such representations and warranties expressly relate to an
          earlier date; and

                       (ii) No Default or Event of Default has occurred and is
          continuing.

                  (c) No Legal Impediments. The making of the Loans or the
issuance of such Letter of Credit on such date does not violate any Requirement
of Law on the date of or immediately following such Loan or issuance and is not
enjoined, temporarily, preliminarily or permanently.

                  (d) Financial Statements. Prior to the making of any Loan
following the Effective Date, the Lenders shall have received and be satisfied
with audited financial statements of the Company and its Subsidiaries for the
fiscal period ending March 31, 2001 prepared by PricewaterhouseCoopers LLP which
statements shall be unqualified.

                  (e) Canadian Legal Opinion. Prior to the making of any Loan
following the Effective Date, and in any event, no later than 5 Business Days
after the Effective Date, the Administrative Agent shall have received each of
the following, a favorable opinion of counsel to the


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<PAGE>   67
Loan Parties in Canada, dated the Effective Date unless otherwise indicated or
agreed to by the Administrative Agent, in form and substance satisfactory to the
Administrative Agent, in sufficient copies for each Lender, addressed to the
Administrative Agent, the Collateral Agent, the Issuers and the Lenders and
addressing such matters as any Lender through the Administrative Agent may
reasonably request.

                  (f) Additional Matters. The Administrative Agent shall have
received such additional documents, information and materials as any Lender,
through the Administrative Agent, may reasonably request.

Each submission by the Borrowers to the Administrative Agent of a Notice of
Borrowing or a Swing Loan Request and the acceptance by the Borrowers of the
proceeds of each Loan requested therein, and each submission by the Borrowers to
an Issuer of a Letter of Credit Request and the issuance of each Letter of
Credit requested therein, shall be deemed to constitute a representation and
warranty by the Borrowers as to the matters specified in Section 3.2(b) on the
date of the making of such Loan or the issuance of such Letter of Credit.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders, the Issuers and the Administrative
Agent to enter into this Agreement, each of the Borrowers, with respect to
itself and its Subsidiaries, represents and warrants to the Lenders, the Issuers
and the Administrative Agent that, on and as of the Effective Date, after giving
effect to the making of the Loans and other financial accommodations on the
Effective Date and on and as of each date as required by Section 3.2(b)(i):

                  SECTION 4.1. CORPORATE EXISTENCE AND POWER. Each of the Loan
Parties is a corporation or other organization duly organized, validly existing
and in good standing under the laws of its respective jurisdiction of
incorporation or formation, 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 for jurisdictions where their failure to be so
qualified would not have a Material Adverse Effect. Each of the Loan Parties has
all requisite corporate or other organizational power to own or lease the
properties used in its business and to carry on its business as now being
conducted and as proposed to be conducted, and to execute and deliver the Loan
Documents to which it is a party and to engage in the transactions contemplated
by this Agreement.

                  SECTION 4.2. CORPORATE AUTHORITY. The execution, delivery and
performance by each of the Loan Parties of the Loan Documents to which each of
them is a party has been duly authorized by all necessary corporate or other
organizational action and are not in contravention of any law, rule or
regulation, or any judgment, decree, writ, injunction, order or award of any
arbitrator, court or governmental authority, or of the terms of such Loan
Party's Constituent Documents, or of any contract or undertaking to which such
Loan Party is a party or by which such Loan Party or any of their property may
be bound or affected and will not result in the imposition of any Lien on any of
such Loan Party's property or of any of such Loan Party's property, except for
Permitted Liens.

                  SECTION 4.3. BINDING EFFECT. The Loan Documents to which each
of the Loan Parties is a party are the legal, valid and binding obligations of
such Loan Party, respectively, enforceable against each of them in accordance
with their respective terms.

                  SECTION 4.4. SUBSIDIARIES. Schedule 4.4 hereto correctly sets
forth the corporate name, jurisdiction of incorporation or formation and
ownership of each Subsidiary of the Company. Each


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such Subsidiary and each corporation or other organization becoming a Subsidiary
of the Company after the date hereof is and will be a corporation or other
organization 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 for such failure which could not have
a Material Adverse Effect. Each Subsidiary of the Company has and will have all
requisite corporate or other organizational 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 Stock of each Subsidiary of the
Company have been and will be validly issued and are and will be fully paid and
nonassessable and, except with respect to the Lobdell Preferred Stock or as
disclosed in writing to and approved by the Administrative Agent from time to
time, are and will be owned, beneficially and of record, by the Company or
another Subsidiary of the Company free and clear of any Liens, except Permitted
Liens.

                  SECTION 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 such
Borrower's knowledge, threatened against or affecting the Borrower or any of its
Subsidiaries before or by any court, governmental authority or arbitrator,
which, if adversely decided would have, either individually or collectively, a
Material Adverse Effect and, to the best of such Borrower's knowledge, there is
no basis for any such action, suit or proceeding.

                  SECTION 4.6. FINANCIAL CONDITION. The consolidated and
consolidating balance sheet of the Company and its Subsidiaries and the
consolidated and consolidating statements of income, retained earnings and cash
flows of the Company and its Subsidiaries for the fiscal year ended March 31,
2001 and reported on by PricewaterhouseCoopers LLP, independent certified public
accountants, copies of which will be furnished to the Lenders, and will fairly
present, and the financial statements of the Company and its Subsidiaries
delivered pursuant to Section 5.4 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 GAAP
consistently applied (subject, in the case of said interim statements, to
year-end audit adjustments). Since March 31, 2001 there has been no Material
Adverse Change and there have been no events or developments that in the
aggregate have had a Material Adverse Effect. There is no contingent liability
of the Company or any of its Subsidiaries that is not reflected in such
financial statements or in the notes thereto which would have a Material Adverse
Effect. Neither the Company nor any Restricted Subsidiary is liable directly or
indirectly, for any of the Indebtedness or other liabilities of any Unrestricted
Subsidiary or for any Guaranty Obligation or other contingent liability with
respect to any Unrestricted Subsidiary except as permitted by Section 6.2.

                  SECTION 4.7. USE OF PROCEEDS. The Borrowers will use the
proceeds of the Loans, Letters of Credit and Acceptances to provide working
capital from time to time for the Borrowers and their Restricted Subsidiaries
and for general corporate purposes. Neither the Company nor any of its
Subsidiaries extends or maintains, in the ordinary course of business, credit
for the purpose, whether immediate, incidental, or ultimate, of buying or
carrying margin stock (within the meaning of Regulations T, U or X of the
Federal Reserve Board), 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.

                  SECTION 4.8. CONSENTS, ETC. Except for such consents,
approvals, authorizations, declarations, registrations or filings delivered by
the Company pursuant to Section 3.1, 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 or entity,
including without limitation any creditor, lessor or stockholder of the Company
or any of its Subsidiaries, is required on the part of any Borrower or any
Guarantor in connection with the execution, delivery and performance of the


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Loan Documents or the transactions contemplated hereby or as a condition to the
legality, validity or enforceability of any of the Loan Documents.

                  SECTION 4.9. TAXES. Each of the Borrowers and its Restricted
Subsidiaries have filed all tax returns (federal, state and local) required to
be filed and have paid all taxes shown thereon to be due, including interest and
penalties, or have established adequate financial reserves on their respective
books and records for payment thereof. Except as set forth on Schedule 4.9,
neither the Borrowers nor any of their respective Restricted Subsidiaries know
of any actual or proposed tax assessment or any basis therefor, and no extension
of time for the assessment of deficiencies in any federal or state tax has been
granted by such Borrower or any such Restricted Subsidiary. No Borrower will
amend any Tax Sharing Agreement without the prior approval of the Administrative
Agent except to add wholly owned Restricted Subsidiaries to any such Tax Sharing
Agreement.

                  SECTION 4.10. TITLE TO PROPERTIES. Except as otherwise
disclosed in the latest balance sheet referred to in Section 4.6 or delivered
pursuant to Section 5.4, the Company or one or more of its Restricted
Subsidiaries have good and marketable fee simple title (or the equivalent
thereto in any relevant foreign jurisdiction) to all of the real property, and a
valid and indefeasible ownership or leasehold interest in all of the other
properties and assets (including, without limitation, the collateral subject to
the Collateral Documents to which any of them is a party) reflected in said
balance sheet or subsequently acquired by the Company or any such Restricted
Subsidiary. All of such properties and assets are free and clear of any Lien,
except for Permitted Liens. The Collateral Documents grant a first priority,
perfected and enforceable lien and security interest in all collateral described
therein, subject only to Permitted Liens.

                  SECTION 4.11. LABOR MATTERS.

                  (a) There are no strikes, work stoppages, slowdowns or
lockouts pending or, to any Borrower's knowledge, threatened against or
involving any Borrower or any of their respective Subsidiaries, other than those
which in the aggregate would not have a Material Adverse Effect.

                  (b) There are no unfair labor practices, grievances or
complaints pending, or, to any Borrower's knowledge, threatened against or
involving any Borrower or any of their respective Subsidiaries, nor are there
any arbitrations or grievances threatened involving any Borrower or any of their
respective Subsidiaries, other than those which, in the aggregate, if resolved
adversely to such Borrower or such Subsidiary, would not have a Material Adverse
Effect.

                  (c) Except as set forth on Schedule 4.11, as of the Effective
Date, there is no collective bargaining agreement covering any of the employees
of any Borrower or its Subsidiaries.

                  (d) Schedule 4.11 sets forth as of the date hereof, all
material consulting agreements, executive employment agreements, executive
compensation plans, deferred compensation agreements, employee stock purchase
and stock option plans and severance plans of each Borrower and its
Subsidiaries.

                  SECTION 4.12. ERISA. The Company and its ERISA Affiliates and
their respective Title IV Plans are in compliance in all material respects with
those provisions of ERISA and of the Code which are applicable with respect to
any Title IV Plan. No Prohibited Transaction and no Reportable Event has
occurred with respect to any such Plan which could, in the aggregate, result in
any liability to the Company or any of its ERISA Affiliates in excess of
$2,000,000. None of the Company or any of its ERISA Affiliates is an employer
with respect to any Multiemployer Plan. The Company and its ERISA Affiliates
have met or are meeting in compliance with all laws and regulations the minimum
funding


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<PAGE>   70
requirements under ERISA and the Code with respect to each of their respective
Title IV Plans, if any, and have not incurred any liability to the PBGC or any
Title IV Plan. The execution, delivery and performance of the Loan Documents do
not constitute a Prohibited Transaction. There is no Unfunded Pension Liability,
with respect to any Title IV Plan of the Company or its ERISA Affiliates which
would have a Material Adverse Effect.

                  SECTION 4.13. DISCLOSURE. No report or other information
furnished in writing by or on behalf of any Borrower or any of its Subsidiaries
to any Lender or the Administrative Agent in connection with the negotiation or
administration of this Agreement contains any material misstatement of fact or
omits to state any material fact or any fact necessary to make the statements
contained therein not misleading in light of the circumstances in which they
were made. No Loan Document nor any other document, certificate, or report or
statement or other information furnished to any Lender or the Administrative
Agent by or on behalf of any Borrower or any of its Subsidiaries in connection
with the transactions contemplated hereby contains any untrue statement of a
material fact or omits to state a material fact in order to make the statements
contained herein and therein not misleading in light of the circumstances in
which they were made. There is no fact known to any Borrower which materially
and adversely affects, or which in the future may (so far as such Borrower can
now reasonably foresee) materially and adversely affect, the business,
properties, operations or condition, financial or otherwise, of such Borrower or
any of its Subsidiaries, which has not been set forth in this Agreement
(including without limitation the schedules hereto) or in the other documents,
certificates, statements, reports and other information furnished in writing to
the Lenders by or on behalf of such Borrower or any of its Subsidiaries in
connection with the transactions contemplated hereby.

                  SECTION 4.14. ENVIRONMENTAL MATTERS.

                  (a) Except as disclosed on Schedule 4.14, the operations of
the Company and each of its Subsidiaries have been and are in compliance with
all Environmental Laws, including obtaining and complying with all required
environmental, health and safety Permits, other than non-compliances that in the
aggregate would not have a reasonable likelihood of the Company and its
Subsidiaries incurring Environmental Liabilities and Costs in excess of $200,000
with respect to the Company or any Subsidiary or $500,000 with respect to the
Company and its Subsidiaries, taken as a whole.

                  (b) Except as disclosed on Schedule 4.14, none of the Company
or any of its Subsidiaries or any real property currently or, to the knowledge
of the Company, previously owned, operated or leased by or for the Company or
any of its Subsidiaries is subject to any pending or, to the knowledge of the
Company, threatened, claim, order, agreement, notice of violation, notice of
potential liability or is the subject of any pending or threatened proceeding or
governmental investigation under or pursuant to Environmental Laws other than
those that in the aggregate would not have a reasonable likelihood of the
Company and its Subsidiaries incurring Environmental Liabilities and Costs in
excess of $200,000 with respect to the Company or any Subsidiary or $500,000
with respect to the Company and its Subsidiaries, taken as a whole.

                  (c) Except as disclosed on Schedule 4.14, none of the Company
or any of its Subsidiaries is a treatment, storage or disposal facility
requiring a permit under the Resource Conservation and Recovery Act, 42
U.S.C.ss. 6901 et seq., the regulations thereunder or any state analog.

                  (d) Except as disclosed on Schedule 4.14, to the knowledge of
the Company, after due and reasonable inquiry, there are no facts, circumstances
or conditions arising out of or relating to the operations or ownership of the
Company or any of its Subsidiaries or any real property owned, operated or
leased by the Company or any of its Subsidiaries which would reasonably be
expected to cause the Company or any of its Subsidiaries to incur Environmental
Liabilities and Costs, which are not


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<PAGE>   71

specifically included in the financial information furnished to the Lenders
other than those that in the aggregate would not have a reasonable likelihood of
the Company and its Subsidiaries incurring Environmental Liabilities and Costs
in excess of $200,000 with respect to the Company or any Subsidiary or $500,000
with respect to the Company and its Subsidiaries, taken as a whole.

                  (e) As of the date hereof, no Environmental Lien has attached
to any property of the Company or any of its Subsidiaries and, to the knowledge
of the Company, no facts, circumstance or conditions exist that could reasonably
be expected to result in any such Lien attaching to any such property.

                  (f) The Company and each of its Subsidiaries has provided the
Lenders with copies of all material environmental, health or safety audits,
studies, assessments, inspections, investigations or other environmental health
and safety reports relating to the operations of the Company or any of its
Subsidiaries or any of their real property that are in the possession, custody
or control of the Company or any of its Subsidiaries.

                  (g) None of the items disclosed on the Schedule 4.14, either
individually, or in the aggregate, will have a Material Adverse Effect.

                  SECTION 4.15. SOLVENCY. The Company and each Subsidiary
thereof is individually, and together are, and, after giving effect to the
transactions described herein and to the incurrence or assumption of all
obligations being incurred or assumed in connection herewith, will be, Solvent.

                  SECTION 4.16. NO DEFAULTS UNDER CERTAIN AGREEMENTS. Neither
the Company nor any of its Subsidiaries is in default under or with respect to
any Contractual Obligation owed by it (including pursuant to any agreements for
the incurrence of any indebtedness or any tooling or purchase contracts,) other
than those defaults which would not have a Material Adverse Effect. No Default
or Event of Default has occurred and is continuing.

                  SECTION 4.17. INTELLECTUAL PROPERTY. Set forth on Schedule
4.17 is a complete and accurate list of all patents, trademarks, trade names,
service marks and copyrights, and all applications therefor and licenses
thereof, of each Borrower and each of its Restricted Subsidiaries showing as of
the Effective Date the jurisdiction in which registered, the registration number
and the date of registration. Each Borrower and each of its Restricted
Subsidiaries owns, or is licensed to use, all trademarks, tradenames, service
marks, copyrights, technology, know-how and processes necessary for the conduct
of its business as currently conducted (the "Intellectual Property") except for
those the failure to own or license which would not have a Material Adverse
Effect. To any Borrower's knowledge, no claim has been asserted and is pending
by any Person challenging or questioning the use of any such Intellectual
Property or the validity or effectiveness of any such Intellectual Property, nor
does any Borrower or any of its Restricted Subsidiaries know of any valid basis
for any such claim, the use of such Intellectual Property by each Borrower and
each of its Restricted Subsidiaries does not infringe on the rights of any
Person, and, to the knowledge of such Borrower, no Intellectual Property has
been infringed, misappropriated or diluted by any other Person except for such
claims, infringements, misappropriation and dilutions that, in the aggregate,
would not have a Material Adverse Effect.

                  SECTION 4.18. PREFERRED STOCK. All Lobdell Preferred Stock
Documents are listed on Schedule 4.18 hereto, and true, correct and complete
copies of all Lobdell Preferred Stock Documents have been delivered to the
Administrative Agent. All dividends, distributions, redemptions and other
payments required on the Lobdell Preferred Stock are described on Schedule 4.18.
Other than the Lobdell Preferred Stock, there is no other Preferred Stock as of
the Effective Date.


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<PAGE>   72

                  SECTION 4.19. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT. Neither the Company nor any of its Subsidiaries is an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended or a "holding
company," or an "affiliate" or a "holding company" or a "subsidiary company" of
a "holding company," as each such term is defined and used in the Public Utility
Holding Company Act of 1935, as amended. Neither the Company nor any of its
Subsidiaries is subject to regulation under any federal or state statute or
regulation which limits its ability to incur Indebtedness.

                  SECTION 4.20. SENIOR SUBORDINATED DEBT DOCUMENTS. All
representations and warranties of each Borrower and any of its Subsidiaries
contained in any Senior Subordinated Debt Document are true and correct in all
material respects. All agreements, instruments and documents executed or
delivered pursuant to the issuance of the Senior Subordinated Notes are
described on Schedule 4.20. All such Obligations are "Senior Debt " and
"Designated Senior Debt" as defined in the Senior Subordinated Debt Documents
and, other than the Obligations, there is no other "Designated Senior Debt"
thereunder. There is no event of default or event or condition which could
become an event of default with notice or lapse of time or both, under the
Senior Subordinated Debt Documents and each of the Senior Subordinated Debt
Documents is in full force and effect. Other than pursuant to the Senior
Subordinated Notes, there is no obligation pursuant to any Senior Subordinated
Debt Document or other document or agreement evidencing or relating to any
Subordinated Debt outstanding or to be outstanding on the Effective Date which
obligates the Company to pay any principal or interest or redeem any of its
Stock or incur any other monetary obligation. The Term Loan was incurred
pursuant to, and in full compliance with, Section 4.3(a) of the Senior
Subordinated Note Indentures, and the Term Loan is classified as Indebtedness
incurred under Section 4.3(a) of the Senior Subordinated Note Indentures and is
not classified as Indebtedness outstanding or incurred pursuant to Section
4.3(b) of the Senior Subordinated Note Indentures; and all other Loans and
Letter of Credit Obligations, up to the full amount of the aggregate Revolving
Credit Commitments, have been or will be incurred pursuant to Section 4.3(b) of
the Senior Subordinated Note Indentures and do not need to meet the requirements
of Section 4.3(a).

                  SECTION 4.21. UNRESTRICTED SUBSIDIARIES. Other than the
guaranties permitted by Section 6.2(h), neither the Company nor any Restricted
Subsidiary of the Company is liable, directly or indirectly, for any of the
Indebtedness or other liabilities of any Unrestricted Subsidiary or has any
Guaranty Obligation with respect to any Unrestricted Subsidiary, other than
trade payables for the sale of goods in the ordinary course of business and in
compliance with Section 6.11. The Total Assets of the Unrestricted Subsidiaries
(other than Wackenhut) as of the Effective Date do not exceed $100,000.

                  SECTION 4.22. MATERIAL AGREEMENTS. No Borrower or any
Subsidiary thereof is a party to any agreement or instrument or subject to any
charter or other corporate restriction which would have a Material Adverse
Effect. No Borrower or any Subsidiary thereof is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in any agreement to which it is a party, which default would have a
Material Adverse Effect.

                  SECTION 4.23. COMPLIANCE WITH LAWS. Each Borrower 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 property except for
any failure to comply with any of the foregoing which would not have a Material
Adverse Effect.

                  SECTION 4.24. MANAGEMENT FEES. Oxford Investment Group, Inc.
has acknowledged and agreed to the restrictions set forth in Section 6.18 with
respect to the limitation on payments by the Company or any Guarantor of
management, consulting or similar fees or amounts that may become due to Oxford
Investment Group, Inc.


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<PAGE>   73

                  SECTION 4.25. MEXICAN FACILITY. All representations and
warranties of the Company or any of its Subsidiaries contained in any Mexican
Facility Document are true and correct in all material respects. All agreements,
instruments and documents executed or delivered pursuant to the Mexican Facility
are described on Schedule 4.25. There is no event of default or event or
condition which could become an event of default with notice or lapse of time or
both, under the Mexican Facility Documents and each of the Mexican Facility
Documents is in full force and effect. The Mexican Facility provides an
aggregate of $75,000,000 of financing and provides sufficient financing to
complete the acquisition, construction and equipping of the Mexican
Manufacturing Facility. No commitment to lend or otherwise advance funds has
been terminated under the Mexican Facility Documents. The maximum amount of the
Mexican Facility Tranche A Loans is $63,000,000. The obligations and liabilities
under the Mexican Facility Tranche A Guaranty do not and will not exceed the
outstanding amount of the Mexican Facility Tranche A Loans and, other than the
Mexican Facility Guaranty, there are no, and will not be any, liabilities or
obligations, direct, contingent or otherwise, of any kind owing by the Company
or any of its Subsidiaries (other than the Mexican Subsidiaries) pursuant to the
Mexican Facility Documents or otherwise under the Mexican Facility.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

                  The Company and, as applicable, each of the Borrowers covenant
and agree that, until the termination of all Commitments and Letters of Credit
and thereafter until payment in full of the Obligations of the Borrowers under
this Agreement, any Hedging Contract with any Lender and any other Loan
Document, unless the Requisite Lenders shall otherwise consent in writing, it
shall, and shall cause each of its Restricted Subsidiaries to:

                  SECTION 5.1. 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 and its qualification as a foreign corporation or
other organization in good standing in each jurisdiction in which such
qualification is necessary under applicable law, and the rights, licenses,
permits (including those required under Environmental Laws), franchises,
patents, copyrights, trademarks and trade names material to the conduct of its
businesses, except to the extent any of the foregoing would not have a Material
Adverse Effect; and defend all of the foregoing against all claims, actions,
demands, suits or proceedings at law or in equity or by or before any
governmental instrumentality or other agency or regulatory authority.

                  SECTION 5.2. COMPLIANCE WITH LAWS, ETC. Comply in all 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,
except to the extent any of the foregoing would not have a Material Adverse
Effect; 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 with respect to which adequate
financial reserves have been established on the books and records of the Company
or the appropriate Restricted Subsidiary in conformity with GAAP.

                  SECTION 5.3. MAINTENANCE OF PROPERTIES; INSURANCE. (a)
Maintain, preserve and protect all property that is material to the conduct of
the business of the Company or any of its Restricted Subsidiaries and keep such
property in good repair, working order and condition and from time to time


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<PAGE>   74

make, or cause to be made all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business
carried on in connection therewith may be properly conducted at all times in
accordance with customary and prudent business practices for similar businesses,
except to the extent any of the foregoing would not have a Material Adverse
Effect; (b) maintain, preserve and protect all rights, permits, licenses,
approvals and privileges (including all Permits) which are used or useful or
necessary in the conduct of its business, and all Intellectual Property with
respect to its business; except where the failure to so maintain, preserve and
protect would not in the aggregate have a Material Adverse Effect; (c) maintain
in full force and effect insurance with responsible and reputable insurance
companies or associations in such amounts, on such terms and covering such
risks, including fire and other risks insured against by extended coverage, as
is usually carried by companies engaged in similar businesses and owning similar
properties similarly situated and maintain in full force and effect public
liability insurance, insurance against claims for personal injury or death or
property damage occurring in connection with any of its activities or any
properties owned, occupied or controlled by it, in such amount as it shall
reasonably deem necessary, and maintain such other insurance as may be required
by law or as may be reasonably requested by the Requisite Lenders for purposes
of assuring compliance with this Section 5.3; and (d) cause all such insurance
to name the Collateral Agent on behalf of the Secured Parties as additional
insured or loss payee, as appropriate, and to provide that no cancellation,
material addition in amount or material change in coverage shall be effective
until after 30 days' written notice thereof to the Administrative Agent.

                  SECTION 5.4. REPORTING REQUIREMENTS. Furnish to the Lenders
and the Administrative Agent the following:

                  (a) Promptly and in any event within three calendar days after
becoming aware of the occurrence of (i) any Default or Event of Default, (ii)
the commencement of any material litigation against, by or affecting the Company
or any of its Restricted Subsidiaries, and any material developments therein, or
(iii) entering into any material Contractual Obligation that is not entered into
in the ordinary course of business or (iv) any development in the business or
affairs of the Company or any of its Restricted Subsidiaries which has resulted
in or which is likely in the reasonable judgment of the Company, to result in a
Material Adverse Effect, a statement of a Responsible Officer of the Company
setting forth details of each such Default or Event of Default or such
litigation, material Contractual Obligation or development and the action which
the Company or such Subsidiary, as the case may be, has taken and proposes to
take with respect thereto;

                  (b) As soon as available and in any event within 20 days after
the end of each month ending prior to, and on, March 31, 2003, (i) the
Borrower's good faith and reasonable estimate of EBITDA of the Company and its
Restricted Subsidiaries, as of the last day of such month, for the period
commencing at the end of the previous month and ending with the end of such
month and, after April 1, 2002, setting forth in each case in comparative form
the corresponding figures for the corresponding period of the preceding Fiscal
Year, (ii) a report setting forth the aggregate amount of each of the accounts
receivable and accounts payable by the Company's Domestic Subsidiaries and
Canadian Subsidiaries, (iii) prior to the Covenant Reversion Date, cash flow
forecasts for the Company's Domestic Subsidiaries and Canadian Subsidiaries for
the next succeeding three months and (iv) a summary of the inventory of the
Company and its Restricted Subsidiaries as of the last day of such month, in
each case in reasonable detail and duly certified (subject to year-end audit
adjustments) by the Chief Financial Officer or Treasurer of the Company as
having been prepared in accordance with GAAP (other than with respect to EBITDA
calculations for the Foreign Subsidiaries), together with a certificate of a
Responsible Officer of the Company stating that no Default or Event of Default
has occurred and is continuing or, if a Default or Event of Default has occurred
and is continuing, a statement setting forth the details thereof and the action
which the Company has taken and proposes to take with respect thereto;


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<PAGE>   75
                  (c) As soon as available and in any event within 45 days after
the end of each of the first three Fiscal Quarters of the Company, (i) the
consolidated and consolidating balance sheets of the Company and its Restricted
Subsidiaries as of the end of such Fiscal Quarter, and the related consolidated
and consolidating statements of income, retained earnings and changes in cash
flows 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, (ii) the Borrower's good faith and reasonable estimate of
Total Debt of the Company and its Restricted Subsidiaries, as of the end of such
Fiscal Quarter, and (iii) a schedule setting forth the aggregate amount of each
of the accounts receivable and accounts payable by the Company and its
Subsidiaries and the age of each such account, all in reasonable detail and duly
certified (subject to year-end audit adjustments) by the Chief Financial Officer
or Treasurer of the Company as having been prepared in accordance with GAAP,
together with a certificate of a Responsible Officer of the Company stating (x)
that no Default or Event of Default has occurred and is continuing or, if a
Default or Event of Default has occurred and is continuing, a statement setting
forth the details thereof and the action which the Company has taken and
proposes to take with respect thereto and (y) that a computation (which
computation shall accompany such certificate and shall be in reasonable detail)
showing a calculation of the Leverage Ratio for purposes of determining the
Applicable Margin and the Applicable Unused Commitment Fee Rate and compliance
with Section 6.1 is in conformity with the terms of this Agreement;

                  (d) As soon as available and in any event within 90 days after
the end of each Fiscal Year, (i) a copy of the consolidated balance sheet of the
Company and its Subsidiaries as of the end of such Fiscal Year and the related
consolidated statements of income, retained earnings and changes in cash flows
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 Administrative Agent,
without qualifications unacceptable to the Administrative Agent, and including a
unaudited schedule in form acceptable to the Administrative Agent prepared by
such accountants setting forth the consolidating balance sheet of the Company
and its Restricted Subsidiaries as of the end of such Fiscal Year and the
related consolidating statements of income, retained earnings and changes in
cash flows of the Company and its Restricted Subsidiaries for such Fiscal Year,
(ii) the Borrower's good faith and reasonable estimate of Total Debt of the
Company and its Restricted Subsidiaries, as of the end of such Fiscal Year, and
(iii) a schedule setting forth the aggregate amount of each of the accounts
receivable and accounts payable by the Company and its Subsidiaries and the age
of each such account, and (iv) a certificate of a Responsible Officer of the
Company stating (A) that no Default or Event of Default has occurred and is
continuing and, if such a Default or Event of Default exists and is continuing,
a statement setting forth the nature and status thereof, and (B) that a
computation (which computation shall accompany such certificate and shall be in
reasonable detail) showing a calculation of Leverage Ratio for purposes of
determining the Applicable Margin and the Applicable Unused Commitment Fee Rate
and compliance with Section 6.1 is in conformity with the terms of this
Agreement and showing such other matters as required by the Administrative Agent
from time to time, all in form and substance satisfactory to the Administrative
Agent;

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

                  (f) As soon as available and in any event at least 30 days
prior to the end of each Fiscal Year, copies of preliminary capital and
operating budgets and financial forecasts for the Company and its Subsidiaries
for each Fiscal Year through the Term Loan Maturity Date, and as soon as
available in any event within 30 days after the end of each Fiscal Year of the
Company, copies of the final capital

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<PAGE>   76


and operating budgets and financial forecasts for the Company and its
Subsidiaries for such Fiscal Year, in each case prepared on both a consolidated
and consolidating basis and for a twelve-month period (or more frequent period
if so prepared by the Company in the ordinary course) by or under the direction
of the Chief Financial Officer or Treasurer of the Company in form and detail
satisfactory to the Administrative Agent, and, promptly and in any event within
10 days after preparation thereof, copies of any material revisions to such
budgets and forecasts;

                 (g) 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 Title IV Plan of the Company, any of its Subsidiaries or any ERISA
Affiliate filed with the PBGC, (B) a statement of the Chief Financial Officer or
Treasurer of the Company setting forth the details of the occurrence of any
Reportable Event with respect to any such Title IV Plan, (C) a copy of any
notice that the Company, any of its Subsidiaries or any ERISA Affiliate may
receive from the PBGC relating to the intention of the PBGC to terminate any
such Title IV Plan or to appoint a trustee to administer any such Title IV Plan,
or (D) a copy of any notice of failure to make a required installment or other
payment within the meaning of Section 412(n) of the Code or Section 302(f) of
ERISA with respect to any such Title IV Plan;

                 (h) Promptly and in any event within 10 days after receipt, a
copy of any management letter or comparable analysis prepared by the auditors
for the Company or any of its Subsidiaries;

                 (i) Promptly after the sending or filing thereof, copies of all
reports, financial statements and other documents which the Company or any of
its Subsidiaries is required to deliver pursuant to the Mexican Facility
Documents;

                 (j) Promptly, such other information respecting the business,
properties, operations or condition, financial or otherwise, of the Company or
any of its Restricted Subsidiaries or any of its Unrestricted Subsidiaries with
respect to which the Company or any of its Restricted Subsidiaries has any
Guaranty Obligation or other contingent liability as any Lender or the
Administrative Agent may from time to time reasonably request;

                 (k) Promptly after the commencement thereof, the Company shall
give the Administrative Agent written notice of the commencement of all actions,
suits and proceedings before any domestic or foreign Governmental Authority or
arbitrator, affecting any Borrower or any of the Company's Subsidiaries, which
in the reasonable judgment of the Company or any Subsidiary, expose any Borrower
or any Subsidiary to liability in an amount aggregating $200,000 or more or
which, if adversely determined, could have a Material Adverse Effect;

                 (l) Promptly after becoming aware of the same, the Company
shall give the Administrative Agent written notice of (a) any material labor
dispute to which any Borrower or any of the Company's Subsidiaries is or may
become a party, including any strikes, lockouts or other disputes relating to
any of such Person's plants and other facilities, and (b) any Worker Adjustment
and Retraining Notification Act or related liability incurred with respect to
the closing of any plant or other facility of any of such Person;

                 (m) Upon the request of any Lender, through the Administrative
Agent, the Company will provide copies of all federal, state, local and foreign
tax returns and reports filed by the Company or any of its Subsidiaries in
respect of taxes measured by income (excluding sales, use and like taxes);

                 (n) Prior to any Asset Sale anticipated to generate in excess
of $2,000,000 (or its Dollar Equivalent) in Net Cash Proceeds, the Company shall
send the Administrative Agent a notice (a)

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<PAGE>   77


describing such Asset Sale or the nature and material terms and conditions of
such transaction and (b) stating the estimated Net Cash Proceeds anticipated to
be received by the Company or any of its Subsidiaries;

                 (o) The Company shall provide written notice to the
Administrative Agent promptly and in any event within 10 days of any Borrower or
any Subsidiary learning of any of the following:

                     (i) that any Loan Party is or may be liable to any Person
         as a result of a Release or threatened Release which could reasonably
         be expected to subject such Loan Party to Environmental Liabilities and
         Costs of $100,000 or more;

                     (ii) the receipt by any Loan Party of notification that any
         real or personal property of such Loan Party is or is reasonably likely
         to be subject to any Environmental Lien;

                     (iii) the receipt by any Loan Party of any notice of
         violation of or potential liability under, or knowledge by such Loan
         Party that there exists a condition which could reasonably be expected
         to result in a violation of or liability under any Environmental Law,
         except for violations and liabilities the consequence of which in the
         aggregate would have no reasonable likelihood of subjecting the Loan
         Parties collectively to Environmental Liabilities and Costs of $100,000
         or more;

                     (iv) the commencement of any judicial or administrative
         proceeding or investigation alleging a violation of or liability under
         any Environmental Law, which in the aggregate, if adversely determined,
         would have a reasonable likelihood of subjecting the Loan Parties
         collectively to Environmental Liabilities and Costs of $100,000 or
         more;

                     (v) any proposed acquisition of stock, assets or real
         estate, or any proposed leasing of property, or any other action by any
         Loan Party or any of its Subsidiaries other than those the consequences
         of which in the aggregate have reasonable likelihood of subjecting the
         Loan Parties collectively to Environmental Liabilities and Costs of
         $100,000 or less;

                     (vi) any proposed action by any Loan Party or any of its
         Subsidiaries or any proposed change in Environmental Laws which in the
         aggregate have a reasonable likelihood of requiring the Loan Parties to
         obtain additional environmental, health or safety Permits or make
         additional capital improvements to obtain compliance with Environmental
         Laws that in the aggregate would cost $100,000 or more or subject the
         Loan Parties to additional Environmental Liabilities and Costs of
         $100,000 or more; and

                     (vii) upon written request by any Lender through the
         Administrative Agent, a report providing an update of the status of any
         environmental, health or safety compliance, hazard or liability issue
         identified in any notice or report delivered pursuant to this
         Agreement.

                 SECTION 5.5. 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 GAAP and to comply with the requirements of this Agreement and,
at any reasonable time and from time to time, (i) during regular business hours,
permit any Lender or the Administrative Agent or any agents or representatives
thereof to examine and make copies of and abstracts from the records and books
of account of, and visit the properties of, the Company and its Subsidiaries,
and to discuss the affairs, finances and accounts of the Company and its
Subsidiaries with their respective directors, officers, employees and
independent auditors, and by this provision the Company hereby authorizes such
Persons to discuss such affairs, finances and accounts with any Lender


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<PAGE>   78


or the Administrative Agent and (ii) during regular business hours, permit the
Administrative Agent or any of its agents or representatives to conduct a
comprehensive field audit of its and its Subsidiaries' books, records,
properties and assets, including without limitation all collateral subject to
the Collateral Documents, provided that prior to an Event of Default no more
than one such field audit (exclusive of any field audits prior to the Effective
Date, which are at the expense of the Borrowers) per fiscal year shall be at the
expense of the Borrowers.

                 SECTION 5.6. MAINTENANCE OF BUSINESS LINES. Maintain all
principal lines of business in which the Company or any of its Restricted
Subsidiaries is presently engaged.

                 SECTION 5.7. ENVIRONMENTAL MATTERS.

                 (a) The Company shall, and shall cause any Subsidiary to,
comply in all material respects with Environmental Laws and, without limiting
the foregoing, the Company shall, at its sole cost and expense, upon receipt of
any notification or otherwise obtaining knowledge of any Release or other event
that has any reasonable likelihood of resulting in the Company and its
Subsidiaries incurring Environmental Liabilities and Costs in excess of
$100,000, (i) conduct or pay for consultants to conduct, tests or assessments of
environmental conditions at such operations or properties, including the
investigation and testing of subsurface conditions and (ii) take such Remedial
Action, investigational or other action as required by Environmental Laws or as
any Governmental Authority requires or as is appropriate and consistent with
good business practice to address the Release or event; subject to Loan Party's
right to appeal or contest such requirements.

                 (b) The Company shall conduct periodic reviews of its
operations and properties and those of its Subsidiaries to ensure compliance
with the environmental provisions of this Agreement.

                 (c) The Company and its Subsidiaries shall cause any real
property owned, operated or leased by the Company or its Subsidiaries (the
"Property") to be kept free of Hazardous Materials except to the extent such
Hazardous Materials are stored and/or used in compliance with applicable
Environmental Laws and except as provided on Schedule 4.14 and, without limiting
the foregoing, not cause or permit such Property or any portion thereof to be
used to generate, manufacture, refine, transport, treat, store, handle, dispose
of, transfer, produce or process Hazardous Materials except in compliance with
all applicable Environmental Laws; and not cause or permit, as a result of any
intentional or unintentional act or omission on the part of the Company, its
Subsidiaries, or any tenant, subtenant, or occupant, a Release of Hazardous
Materials on, under or about the Property or any portion thereof or onto any
other contiguous property in violation of Environmental Laws, further, the
Company and its Subsidiaries shall take such Remedial Action, investigational or
other action as required by Environmental Laws or as any Governmental Authority
requires or as is appropriate and consistent with good business practice to
address those matters disclosed on Schedule 4.14.

                 (d) The Company shall provide the Administrative Agent with
copies of all reports, investigations, sampling results or other written
documentation prepared by or for the Company or its subsidiaries relating to
Releases of Hazardous Materials, to the extent requested by the Administrative
Agent.

                 (e) If the Company fails to conduct an assessment,
investigation or remediation required under this Section 5.7 to the satisfaction
of the Administrative Agent and the Requisite Lenders or fails to provide
Administrative Agent with copies of the written documentation referenced above,
the Administrative Agent may at its option and at the expense of Company conduct
such assessment, investigation, or remediation; provided that Agent provides
notice to Company of its intent to conduct such work.


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<PAGE>   79



                 SECTION 5.8. ADDITIONAL COLLATERAL AND GUARANTIES.

                 (a) At least 15 Business Days prior to (i) entering into any
real property lease (other than a renewal of an existing real property lease)
for the principal place of business and chief executive office of the Company or
any other Restricted Subsidiary or any other real property lease (including any
renewal) in which the annual rental payments are anticipated to equal or exceed
$1,000,000 or (ii) acquiring of any material owned real property, the Company
shall, and shall cause such Restricted Subsidiary to, provide the Administrative
Agent written notice thereof. Upon written request of the Administrative Agent,
the Company shall, and shall cause such Restricted Subsidiary to, execute and
deliver to the Administrative Agent, immediately upon the acquisition of any
such leased or owned real property, a mortgage, deed of trust, assignment or
other appropriate instrument evidencing a Lien in favor of the Collateral Agent
for the benefit of the Secured Parties, upon any such lease or real property,
together with such title policies, certified surveys, and local counsel opinions
with respect thereto and such other agreements, documents and instruments which
the Administrative Agent deems necessary or desirable, the same to be in form
and substance satisfactory to the Administrative Agent and to be subject only to
(i) Permitted Liens and (ii) such other Liens as the Administrative Agent may
reasonably approve.

                 (b) To the extent not delivered to the Administrative Agent on
or before the Effective Date, the Borrowers agree promptly to (i) execute and
deliver to the Administrative Agent such amendments to the Collateral Documents
as the Administrative Agent deems necessary or advisable in order to grant to
the Collateral Agent, for the benefit of the Secured Parties, a perfected first
priority security interest in the Stock and Stock Equivalents and other debt
Securities of any Subsidiary which are owned by the Borrowers or any of its
Restricted Subsidiaries and requested to be pledged by the Administrative Agent;
provided, however, that the Stock of any Restricted Subsidiary shall be pledged
to the Collateral Agent only to the extent such pledge of Stock would not result
in material adverse tax consequences to the Company and its Restricted
Subsidiaries, taken as a whole, (ii) deliver to the Administrative Agent the
certificates (if any) representing such Stock and Stock Equivalents and other
debt Securities, together with (A) in the case of such certificated Stock and
Stock Equivalents, undated stock powers endorsed in blank, and (B) in the case
of such certificated debt Securities, endorsed in blank, in each case executed
and delivered by a Responsible Officer of the Borrowers or such Subsidiary, as
the case may be, (iii) in the case of any such new Subsidiary that is a Domestic
Subsidiary cause such new Subsidiary (A) to become a party to the Guaranty and
the applicable Collateral Documents and (B) to take such actions necessary or
advisable to grant to the Collateral Agent for the benefit of the Secured
Parties a perfected security interest in the Collateral described in the
Collateral Documents with respect to such new Subsidiary, including the filing
of Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Collateral Documents or by law or as may be reasonably requested
by the Administrative Agent, (iv) in the case of any Restricted Subsidiary
acquired pursuant to Section 6.9(a), take such actions necessary or advisable to
grant to the Collateral Agent for the benefit of the Secured Parties a perfected
security interest in the Stock and Stock Equivalents, other debt Securities and
property pledged to the Company pursuant to the provisions of Section 6.9(a), as
may be reasonably requested by the Administrative Agent and (v) if requested by
the Administrative Agent, deliver to the Administrative Agent and Collateral
Agent legal opinions relating to the matters described above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

                 SECTION 5.9. TERMS OF OTHER INDEBTEDNESS. If at any time any
Borrower or Guarantor shall enter into or be a party to any instrument or
agreement with respect to any Indebtedness which in the aggregate, together with
any related Indebtedness, exceeds $500,000, including all such instruments or
agreements in existence as of the date hereof and all such instruments or
agreements entered into after the date hereof, relating to or amending any terms
or conditions applicable to any of such Indebtedness which includes covenants,
terms, conditions or defaults not substantially provided for


                                       73
<PAGE>   80



in this Agreement or more favorable to the lender or lenders thereunder than
those provided for in this Agreement, then the Company shall promptly so advise
the Administrative Agent and the Lenders. Thereupon, if the Administrative Agent
shall request, upon notice to the Borrowers, the Administrative Agent and the
Lenders shall enter into an amendment to this Agreement or an additional
agreement (as the Administrative Agent may request), providing for substantially
the same covenants, terms, conditions and defaults as those provided for in such
instrument or agreement to the extent required and as may be selected by the
Administrative Agent. In addition to the foregoing, any covenants or defaults or
similar provisions (which include without limitation any provisions requiring
any mandatory prepayments or defeasance under the Senior Subordinated Debt
Documents or the Mexican Facility Documents) contained in any Senior
Subordinated Debt Document or Mexican Facility Documents not substantially
provided for in this Agreement or more favorable to the holders of Subordinated
Debt or Mexican Facility Obligations issued in connection therewith are hereby
incorporated by reference into this Agreement to the same extent as if set forth
fully herein, and no subsequent amendment, waiver, termination or modification
thereof shall affect any such covenants, terms, conditions or defaults as
incorporated herein.

                 SECTION 5.10. RESTRICTED AND UNRESTRICTED SUBSIDIARIES. No
Borrower or any Restricted Subsidiary of the Company shall be liable at any
time, directly or indirectly, for any of the Indebtedness or other liabilities
of any such Unrestricted Subsidiary or for any Guaranty Obligation with respect
to any Unrestricted Subsidiary except as permitted by Section 6.2. No Restricted
Subsidiary may be designated as an Unrestricted Subsidiary at any time without
the prior written approval of the Administrative Agent and the Requisite
Lenders. Any Unrestricted Subsidiary may be designated as a Restricted
Subsidiary by the Company at any time provided that such designation is approved
by the Administrative Agent. Neither any Mexican Subsidiary, the Danish Holding
Company, the French Holding Company, Wackenhut, Cofimeta nor any of their
Subsidiaries is or will be a guarantor or otherwise directly or contingently
liable for any of the Indebtedness or other obligations pursuant to the Senior
Subordinated Debt Documents, and the Borrowers are and will be at all times in
compliance with all terms and conditions under the Senior Subordinated Debt
Documents.

                 SECTION 5.11. FURTHER ASSURANCES. Execute and deliver, and
cause each Restricted Subsidiary of the Company to execute and deliver, within
30 days after request therefor by the Requisite Lenders or the Administrative
Agent, all further instruments and documents and take all further action that
may be necessary or desirable, or that the Administrative Agent may request, in
order to give effect to, and to aid in the exercise and enforcement of the
rights and remedies of the Lenders, the Administrative Agent and the Collateral
Agent under, the Loan Documents, including without limitation causing each
lessor of real property to the Company or any of its Restricted Subsidiaries to
execute and deliver to the Administrative Agent, prior to or upon the
commencement of any tenancy, an agreement in form and substance acceptable to
the Lenders and the Administrative Agent duly executed on behalf of such lessor
waiving any distraint, lien and similar rights with respect to any property
subject to the Collateral Documents and agreeing to permit the Lenders and the
Collateral Agent to enter such premises in connection therewith. The Company
further agrees to take all necessary action to ensure that the Administrative
Agent and the Lenders may rely on the audited financial statements of the
Company and its Subsidiaries, including without limitation any necessary
acknowledgments or other consents from the Company's auditors as may be required
under applicable law.

                 SECTION 5.12. POST CLOSING MATTERS. No later than 45 days after
the Effective Date, or such later date as consented to by the Administrative
Agent, the Administrative Agent shall have received each of the following, each
in form and substance satisfactory to the Administrative Agent and in sufficient
copies for each Lender and only to the extent such granting of Collateral would
not violate applicable law or the Mexican Facility Documents or result in
material adverse tax consequences to the Company and its Restricted
Subsidiaries, taken as a whole:


                                       74
<PAGE>   81


                 (a) Supplements to the Guaranty to effect a guaranty of the
Obligations of the Borrowing Subsidiary hereunder, duly executed by each Mexican
Subsidiary of the Company;

                 (b) each Additional Foreign Collateral Document (covering,
among other things, such pledges of the personal property (including Stock) and
real property of Foreign Subsidiaries as the Administrative Agent shall deem
appropriate), duly executed by the Mexican Subsidiaries and holders of the Stock
thereof, together with, if applicable:

                     (i) evidence satisfactory to the Administrative Agent that
         the Collateral Agent (for the benefit of the Secured Parties) has a
         valid and perfected first priority security interest in the Collateral
         consistent with the provisions set forth in Section 5.8(b), including
         (x) such documents duly executed by each Loan Party as the
         Administrative Agent may request with respect to the perfection of its
         security interests in the Collateral (including evidence satisfactory
         to the Administrative Agent that patent, trademark and copyright
         security agreements and other applicable documents under the laws of
         any jurisdiction have been appropriately filed with respect to the
         perfection of Liens created by the applicable Additional Foreign
         Collateral Document) and (y) copies of all search reports as of a
         recent date listing all effective financing statements that name any
         Loan Party as debtor, together with copies of such financing
         statements, none of which shall cover the Collateral except for those
         which shall be terminated on the Effective Date);

                     (ii) share certificates representing all of certificated
         Pledged Stock being pledged pursuant to such Additional Foreign
         Collateral Documents and stock powers for such share certificates
         executed in blank; and

                     (iii) all instruments representing Pledged Notes being
         pledged pursuant to such Additional Foreign Collateral Documents duly
         endorsed in favor of the Collateral Agent or in blank;

                 (c) Mortgage Documents with respect to real estate located in
Mexico together with (subject in each case to local law): (A) title insurance
policies (or the equivalent), satisfactory in form and substance to the
Administrative Agent, in its sole discretion; (B) evidence that counterparts of
such Mortgage Documents have been recorded in all places to the extent necessary
or desirable, in the judgment of the Administrative Agent, to create a valid and
enforceable first priority lien on property described therein in favor of the
Collateral Agent for the benefit of the Secured Parties (or in favor of such
other trustee as may be required or desired under local law); and (C) an opinion
of counsel in each jurisdiction in which any such Mortgage Document is recorded
in form and substance and from counsel satisfactory to the Administrative Agent;

                 (d) a favorable opinion of counsel to the Loan Parties in
Mexico in form and substance and from counsel satisfactory to the Administrative
Agent, addressed to the Administrative Agent, the Collateral Agent, the Issuers
and the Lenders; and

                 (e) such other certificates, documents, agreements and
information respecting any Loan Party as any Lender through the Administrative
Agent may reasonably request in connection with the foregoing.



                                       75
<PAGE>   82


                                   ARTICLE VI

                               NEGATIVE COVENANTS

                 Until the termination of all Commitments and Letters of Credit
and thereafter until payment in full of the Obligations of the Borrowers under
this Agreement, any Hedging Contract with any Lender and any other Loan
Document, the Company, and as applicable, each of the Borrowers, agree that,
unless the Requisite Lenders shall otherwise consent in writing, it shall not,
and shall not permit any of its Restricted Subsidiaries to:

                 SECTION 6.1. FINANCIAL COVENANTS.

                 (a) Leverage Ratio. Fail to maintain a Leverage Ratio, as
determined as of the last day of each Fiscal Quarter set forth below, for the
four Fiscal Quarters ending on such day, of not more than the maximum ratio set
forth opposite such Fiscal Quarter:

<TABLE>
<CAPTION>

     ---------------------------------- --------------------------------
     FISCAL QUARTER ENDING              MAXIMUM LEVERAGE RATIO
     ---------------------------------- --------------------------------
<S>                                     <C>
          June 30, 2001                             5.0 to 1
     ---------------------------------- --------------------------------
          September 30, 2001                        5.6 to 1
     ---------------------------------- --------------------------------
          December 31, 2001                         5.25 to 1
     ---------------------------------- --------------------------------
          March 31, 2002                            5.25 to 1
     ---------------------------------- --------------------------------
          June 30, 2002                             4.65 to 1
     ---------------------------------- --------------------------------
          September 30, 2002                        4.5 to 1
     ---------------------------------- --------------------------------
          December 31, 2002                         4.5 to 1
     ---------------------------------- --------------------------------
          March 31, 2003                            4.5 to 1
     ---------------------------------- --------------------------------
          June 30, 2003                             4.25 to 1
     ---------------------------------- --------------------------------
          September 30, 2003                        4.25 to 1
     ---------------------------------- --------------------------------
          December 31, 2003                         4.25 to 1
     ---------------------------------- --------------------------------
          March 31, 2004                            4.00 to 1
     ---------------------------------- --------------------------------
          June 30, 2004                             4.00 to 1
     ---------------------------------- --------------------------------
          September 30, 2004                        4.00 to 1
     ---------------------------------- --------------------------------
          December 31, 2004                         4.00 to 1
     ---------------------------------- --------------------------------
          March 31, 2005                            3.75 to 1
     ---------------------------------- --------------------------------
</TABLE>

                                       76
<PAGE>   83


<TABLE>
<CAPTION>
     ---------------------------------- --------------------------------
          FISCAL QUARTER ENDING              MAXIMUM LEVERAGE RATIO
     ---------------------------------- --------------------------------
<S>                                     <C>
          June 30, 2005                             3.75 to 1
     ---------------------------------- --------------------------------
</TABLE>

                 (b) Interest Coverage Ratio. Fail to maintain an Interest
Coverage Ratio, as determined as of the last day of each Fiscal Quarter set
forth below, for the four Fiscal Quarters ending on such day, of at least the
minimum ratio set forth opposite such Fiscal Quarter:

<TABLE>
<CAPTION>

     ----------------------------------- --------------------------------
          FISCAL QUARTER ENDING                  MINIMUM INTEREST
                                                  COVERAGE RATIO
     ----------------------------------- --------------------------------
<S>                                      <C>
          June 30, 2001                              1.70 to 1
     ----------------------------------- --------------------------------
          September 30, 2001                         1.60 to 1
     ----------------------------------- --------------------------------
          December 31, 2001                          1.60 to 1
     ----------------------------------- --------------------------------
          March 31, 2002                             1.60 to 1
     ----------------------------------- --------------------------------
          June 30, 2002                              2.00 to 1
     ----------------------------------- --------------------------------
          September 30, 2002                         2.25 to 1
     ----------------------------------- --------------------------------
          December 31, 2002                          2.25 to 1
     ----------------------------------- --------------------------------
          March 31, 2003                             2.35 to 1
     ----------------------------------- --------------------------------
          June 30, 2003                              2.50 to 1
     ----------------------------------- --------------------------------
          September 30, 2003                         2.50 to 1
     ----------------------------------- --------------------------------
          December 31, 2003                          2.50 to 1
     ----------------------------------- --------------------------------
          March 31, 2004                             2.50 to 1
     ----------------------------------- --------------------------------
          June 30, 2004                              2.75 to 1
     ----------------------------------- --------------------------------
          September 30, 2004                         2.75 to 1
     ----------------------------------- --------------------------------
          December 31, 2004                          2.75 to 1
     ----------------------------------- --------------------------------
          March 31, 2005                             2.75 to 1
     ----------------------------------- --------------------------------
          June 30, 2005                              3.00 to 1
     ----------------------------------- --------------------------------
</TABLE>


                 (c) Capital Expenditures. Acquire or contract to acquire any
fixed asset or make any other Capital Expenditure if the aggregate purchase
price and other acquisition costs of all such fixed assets acquired and other
Capital Expenditures made by the Company or any of its Restricted Subsidiaries

                                       77
<PAGE>   84

during any Fiscal Year set forth below would exceed, on a consolidated basis,
the amount set forth opposite such Fiscal Year, plus:

                 (i) if the aggregate EBITDA of the Company for the two Fiscal
         Quarters ending September 30, 2001, exceeds $34,000,000, an amount
         equal to each dollar of EBITDA in excess of $34,000,000, up to a
         maximum of $5,000,000; and

                 (ii) following the Covenant Reversion Date, the sum of:

                      (A) 20% of the net book value, or, if appraisals of such
fixed assets have been obtained, 15% of the orderly liquidation value of such
fixed assets which consist of equipment and of the fair market value of real
property which consists of real estate (in each case, as determined by an
appraisal acceptable to the Administrative Agent) acquired in a Permitted
Acquisition, to be added as of the effective date of such Acquisition, or in the
case of Permitted Acquisitions consummated prior to the Covenant Reversion Date,
on the Covenant Reversion Date (and on a pro rata basis for the Fiscal Year in
which such Acquisition occurs); and

                      (B) the amount of Capital Expenditures allowed for the
previous Fiscal Year (without giving effect to any increase in the amount
thereof caused by this clause (B) or any reduction pursuant to the immediately
following proviso) minus the amount of actual Capital Expenditures for the
previous Fiscal Year;

provided however, if

                 (i) the Company fails to maintain a minimum EBITDA as required
         by Section 6.1(d) for either the Fiscal Quarter ending June 30, 2001 or
         the Fiscal Quarter ending September 30, 2001, the Maximum Capital
         Expenditure permitted during the Fiscal Year ending March 31, 2002
         shall be reduced by $7,000,000;

                 (ii) the Covenant Reversion Date occurs prior to December 31,
         2002, the Maximum Capital Expenditure permitted during the Fiscal Year
         ending March 31, 2003 shall be increased by $7,500,000; and

                 (iii) the Company achieves a Leverage Ratio that is less than
         4:1 in any of the first three Fiscal Quarters in the Fiscal Year ending
         March 31, 2003, the Maximum Capital Expenditure permitted during the
         Fiscal Year ending March 31, 2003 shall be increased by $15,000,000;

provided further, however, that in no event shall the immediately preceding
clauses (ii) and (iii) cause the Maximum Capital Expenditure for the Fiscal Year
ending March, 31, 2003 to be increased by more than $15,000,000.

<TABLE>
<CAPTION>

            -------------------------------------- ---------------------------
                     FISCAL YEAR ENDING                   MAXIMUM CAPITAL
                                                            EXPENDITURE
            -------------------------------------- ---------------------------
          <S>                                     <C>

                       March 31, 2001                     $65,000,000
            -------------------------------------- ---------------------------
                       March 31, 2002                     $65,000,000
            -------------------------------------- ---------------------------
                       March 31, 2003                     $55,000,000
            -------------------------------------- ---------------------------
</TABLE>

                                       78

<PAGE>   85


<TABLE>
<S>                                          <C>
      -------------------------------------- ---------------------------
                 March 31, 2004                     $75,000,000
      -------------------------------------- ---------------------------
                 March 31, 2005                     $80,000,000
      -------------------------------------- ---------------------------
</TABLE>

                 (d) Minimum EBITDA. Fail, as of the last day of each Fiscal
Quarter set forth below, to have EBITDA, (a) with respect to each Fiscal Quarter
ending prior to March 31, 2002, for the period commencing at the end of the
previous Fiscal Year and ending with the end of such Fiscal Quarter and (b) with
respect to each Fiscal Quarter ending March 31, 2002 and thereafter, for the
four Fiscal Quarters ending on such day, in each case, of not less than the
amount set forth opposite such Fiscal Quarter:

<TABLE>
<CAPTION>

     ----------------------------------- --------------------------------
          FISCAL QUARTER ENDING                 MINIMUM EBITDA
     ----------------------------------- --------------------------------
<S>                                      <C>
          June 30, 2001                                $17,000,000
     ----------------------------------- --------------------------------
          September 30, 2001                           $29,500,000
     ----------------------------------- --------------------------------
          December 31, 2001                            $49,000,000
     ----------------------------------- --------------------------------
          March 31, 2002                               $75,000,000
     ----------------------------------- --------------------------------
          June 30, 2002                                $85,000,000
     ----------------------------------- --------------------------------
          September 30, 2002                           $95,000,000
     ----------------------------------- --------------------------------
          December 31, 2002                           $103,000,000
     ----------------------------------- --------------------------------
          March 31, 2003                              $110,000,000
     ----------------------------------- --------------------------------
</TABLE>


                 SECTION 6.2. INDEBTEDNESS. Create, incur, assume or in any
manner become liable in respect of, or suffer to exist, any Indebtedness other
than:

                 (a) The Secured Obligations;

                 (b) The Indebtedness described in Schedule 6.2, including
Guaranty Obligations, provided that no increase in the principal amount thereof
(as such amount is reduced from time to time) shall be permitted and no
modifications of the terms thereof which would result in an earlier final
maturity date or decreased weighted average life thereof shall be permitted;

                 (c) Indebtedness of (i) any Domestic Subsidiary that is a
Subsidiary Guarantor owing to any Borrower or any other Subsidiary Guarantor,
(ii) any Canadian Subsidiary that is a Subsidiary Guarantor owing to any
Borrower or any other Subsidiary Guarantor, (iii) any Foreign Subsidiary (other
than a Canadian Subsidiary) to any other Foreign Subsidiary (other than a
Canadian Subsidiary) and (iv) any Foreign Subsidiary (other than a Canadian
Subsidiary) to the Company; provided, however, that any such Indebtedness owing
by any Loan Party shall be fully subordinated to the Obligations; provided
further, however, that upon the incurrence of Indebtedness described in clauses
(iii) and (iv) above, the conditions of Section 6.9(a), if applicable, shall
have been satisfied;

                 (d) (i) Prior to the Covenant Reversion Date, Indebtedness of
Foreign Subsidiaries, other than Canadian Subsidiaries, constituting purchase
money debt and Capital Leases in aggregate

                                       79
<PAGE>   86


outstanding principal amount not exceeding $10,000,000 at any time; and (ii)
from the Covenant Reversion Date and thereafter, Indebtedness of the Company and
its Restricted Subsidiaries constituting purchase money debt and Capital Leases
in aggregate outstanding principal amount not exceeding $25,000,000 at any time;

                 (e) Subordinated Debt under the Senior Subordinated Notes (or
any refinancing of such Senior Subordinated Notes by the Company, provided that
the terms thereof shall not, by comparison to the terms of the existing Senior
Subordinated Notes: (a) increase the interest rate on such Subordinated Debt;
(b) change the dates upon which payments of principal or interest are due on
such Subordinated Debt other than to extend such dates; (c) change any default
or event of default other than to delete or make less restrictive any default
provision therein, or add any covenant with respect to such Subordinated Debt;
(d) change the redemption or prepayment provisions of such Subordinated Debt
other than to extend the dates therefor or to reduce the premiums payable in
connection therewith; or (e) change or amend any other term if such change or
amendment would materially increase the obligations of the obligor or confer
additional material rights to the holder of such Subordinated Debt in a manner
adverse to the Borrower, any of its Subsidiaries, the Administrative Agent or
any Lender or Issuer), and Guaranty Obligations of the Company's Subsidiaries
(other than Foreign Subsidiaries) in respect of such Subordinated Debt, in an
aggregate principal amount not to exceed $202,000,000;

                 (f) Other Subordinated Debt of the Company and Guaranty
Obligations of the Company's Subsidiaries (other than Foreign Subsidiaries) in
respect of such other Subordinated Debt; provided, however, that (i) the
Covenant Reversion Date has occurred, (ii) both before and after giving effect
to such Subordinated Debt, no Event of Default or Default exists or would be
caused thereby, (iii) after giving effect to such Subordinated Debt, the
Leverage Ratio for the most recently ended Fiscal Quarter for which Financial
Statements have been delivered pursuant to Section 5.4 is no more than the
maximum level permitted under Section 6.1(a) on a Pro Forma Basis and (iv) the
Net Cash Proceeds thereof are applied to prepay the Loans pursuant to Section
2.10;

                 (g) Hedging Contracts with any Lender, any Affiliate of a
Lender or other Person acceptable to the Administrative Agent; provided,
however, that no Hedging Contracts shall be entered into for purposes of
financial speculation;

                 (h) Guarantees by the Company of the Indebtedness of
Unrestricted Subsidiaries to the extent permitted by, and subject to the terms
of, Section 6.9(d);

                 (i) Indebtedness solely in connection with the factoring of
receivables by European Restricted Subsidiaries or securitization of receivables
by Restricted Subsidiaries, in each case in the ordinary course of business and
on customary terms and conditions; provided, that all documentation providing
for such factoring and securitization arrangements shall be in form and
substance acceptable to the Administrative Agent, the obligations thereunder
shall be non-recourse to the Company and its Restricted Subsidiaries and the
aggregate outstanding amount thereof shall not exceed $100,000,000; provided
further however, that during the period commencing on the Effective Date and
ending on the Covenant Reversion Date, no Indebtedness shall be permitted in
connection with securitization transactions by the Company or any Restricted
Subsidiary;

                 (j) Indebtedness of European Restricted Subsidiaries; provided,
however, that such Indebtedness shall be non-recourse to the Company and its
Restricted Subsidiaries and at any time the aggregate principal amount of all
such Indebtedness is less than $20,000,000;

                 (k) Obligations in respective of synthetic leases to the extent
permitted under Section 6.11; and

                                       80
<PAGE>   87



                 (l) Deferred purchase price obligations in the maximum amount
of $15,000,000 arising out of the Aries Acquisition.

                 Notwithstanding the above or anything else herein to the
contrary, neither OASP I, OASP II, the Danish Holding Company nor the French
Holding Company shall have any Indebtedness other than a guaranty by OASP I and
OASP II of the Obligations, a subordinated guaranty by OASP I and OASP II in
favor of the holders of the obligations owing under the Senior Subordinated
Notes and a guarantee by the French Holding Company in the amount of 66,000,000
French Francs of the debt of Cofimeta Defeasance Company incurred in connection
with the closing of purchase of Cofimeta, Indebtedness permitted pursuant to
Section 6.2(c) and 6.9(a), (b) and (e)(ii), the deferred purchase price
obligations referred to in Schedule 6.2 and the aggregate amount of the
Indebtedness of Cofimeta and its Subsidiaries shall be limited to (x) existing
Indebtedness of Cofimeta and its Subsidiaries, as reduced from time to time, (y)
other Indebtedness allowed under Section 6.2(i) and (z) future unsecured and
secured (to the extent secured by assets acceptable to the Administrative Agent)
Indebtedness for working capital and Capital Expenditures.

                 SECTION 6.3. 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 Restricted Subsidiaries, other than:

                 (a) Customary Permitted Liens;

                 (b) Liens created pursuant to the Collateral Documents and
Liens expressly permitted by the Collateral Documents;

                 (c) Each Lien described in Schedule 6.3 may be suffered to
exist upon the same terms as those existing on the date hereof, but no increase
in the principal amount thereof shall be permitted;

                 (d) Any Lien created to secure payment of a portion of the
purchase price of, or existing at the time of acquisition of, any tangible fixed
asset acquired by the Company or any of its Restricted Subsidiaries may be
created or suffered to exist upon such fixed asset if the outstanding principal
amount of the Indebtedness secured by such Lien does not at any time exceed 100%
of the purchase price paid by the Company or such Restricted Subsidiary for such
fixed asset and the aggregate principal amount of all Indebtedness secured by
such Liens does not exceed the amount permitted under Section 6.2(d); provided,
however, that such Lien does not encumber any other asset at any time owned by
the Company or such Restricted Subsidiary, and that not more than one such Lien
shall encumber such fixed asset at any one time and neither OASP I, OASP II, the
Danish Holding Company nor the French Holding Company shall incur or permit or
suffer any such Lien to exist;

                 (e) The interest or title of a lessor under any operating 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
Restricted Subsidiary thereunder are not delinquent;

                 (f) Liens on accounts receivable of Restricted Subsidiaries
securing the Indebtedness permitted by Section 6.2(i) and other Liens on the
assets of Cofimeta and its Subsidiaries to the extent securing Indebtedness
permitted by clause (z) of the last paragraph of Section 6.2;

                 (g) Liens securing guarantees of synthetic leases to the extent
permitted under Section 6.11, subject to intercreditor arrangements acceptable
to the Administrative Agent;


                                       81
<PAGE>   88


                 (h) any Lien securing the renewal, extension, refinancing or
refunding of any Indebtedness secured by any Lien permitted by clauses (c), (d)
or (h) of this Section 6.3 without any change in the assets subject to such
Lien; and

                 (i) Liens securing Indebtedness permitted pursuant to Section
6.2(c), provided that any such Liens are assigned to the Collateral Agent
pursuant to the Collateral Documents.

                 SECTION 6.4. MERGER; ACQUISITIONS; ETC. Purchase or otherwise
acquire, whether in one or a series of transactions, directly or indirectly, by
merger or otherwise, all or a substantial portion of the business assets,
rights, revenues or property, real, personal or mixed, tangible or intangible,
of any Person, or all or a substantial portion of the Stock of any other Person;
nor merge or consolidate or amalgamate with any other Person or take any other
action having a similar effect (any such transaction being an "Acquisition");
provided, however, that this Section 6.4 shall not prohibit, (x) at any time,
any Acquisition consideration for which is paid solely with Net Equity Proceeds,
any Acquisition set forth on Schedule 6.4(a), and, if consummated prior to the
Covenant Reversion Date, in the sole discretion of the Requisite Lenders, the
Acquisition set forth on Schedule 6.4(b), and (y) following the Covenant
Reversion Date, any other Acquisition; provided that, in each case:

                      (i) if such Acquisition involves the Company, the Company
         shall be the surviving or continuing corporation thereof;

                      (ii) immediately before and after giving effect to such
         Acquisition, no Default or Event of Default shall exist or shall have
         occurred and be continuing, 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, immediately after giving effect to such Acquisition,
         the Borrowers shall be in compliance with Section 5.8;

                      (iii) at least 10 Business Days' prior to the consummation
         of such Acquisition, the Company shall have provided to the Lenders an
         opinion of counsel and a certificate of the Chief Financial Officer or
         Treasurer of the Company (attaching pro forma computations acceptable
         to the Administrative Agent to demonstrate compliance with all
         financial covenants hereunder on a Pro Forma Basis), each stating that
         such Acquisition complies with this Section 6.4, all laws and
         regulations and that any other conditions under this Agreement relating
         to such transaction have been satisfied, and such certificate shall
         contain such other information and certifications as requested by the
         Administrative Agent and be in form and substance satisfactory to the
         Administrative Agent;

                      (iv) at least 10 Business Days' prior to the consummation
         of such Acquisition, the Company shall have delivered all acquisition
         documents and other agreements and documents relating to such
         Acquisition, and the Administrative Agent shall have completed a
         satisfactory review thereof and completed such other due diligence
         satisfactory to the Administrative Agent; provided, however, that if
         such Acquisition is being done by an Unrestricted Subsidiary or
         involves Unrestricted Subsidiaries only, then the requirements of this
         clause (iv) will be satisfied if the Company provides the Lenders with
         a certificate representing that neither the Company nor any Restricted
         Subsidiary shall be liable, directly or indirectly, for any of the
         Indebtedness or other liabilities of such Unrestricted Subsidiary or
         for any Guaranty Obligation with respect to any such Unrestricted
         Subsidiary except as permitted by Section 6.2, provided further,
         however that if such Acquisition is being done by a Restricted
         Subsidiary, the provisions of Section 6.9(a), if applicable, shall have
         been satisfied;

                                       82
<PAGE>   89
                           (v) the Company shall, at least 10 Business Days
         prior to the consummation of such Acquisition, provide such other
         certificates and documents as requested by the Administrative Agent, in
         form and substance satisfactory to the Administrative Agent;

                           (vi) the target of such Acquisition is in the same
         line of business as the Company;

                           (vii) the Board of Directors (or similar governing
         body) and the management of the target of such Acquisition has approved
         such Acquisition;

                           (viii) the aggregate consideration paid or payable in
         connection with all Acquisitions ("Acquisition Expenditures") permitted
         by this Section 6.4 (excluding consideration paid solely with Net
         Equity Proceeds and amounts paid or payable solely by Unrestricted
         Subsidiaries and investments and other transactions permitted by
         Section 6.9(d)), including any Indebtedness assumed in connection
         therewith or guarantees or other liabilities incurred in connection
         therewith, shall not exceed (A) during the period commencing on the
         Original Effective Date and ending on the last day of the Fiscal Year
         ending March 31, 2003, $100,000,000, (B) during the Fiscal Year ending
         March 31, 2004, the sum of (x) $100,000,000 minus the amount of actual
         Acquisition Expenditures made in the period commencing on the Original
         Effective Date and ending on March 31, 2003 plus $10,000,000 and (C)
         thereafter, the sum of (x) $110,000,000 minus the amount of actual
         Acquisition Expenditures made in the period commencing on the Original
         Effective Date and ending on March 31, 2004 plus $10,000,000; and

                           (ix) the aggregate consideration paid or payable in
         connection with all Acquisitions set forth on Schedule 6.4(a)
         (excluding consideration paid solely with Net Equity Proceeds and,
         solely in connection with the acquisition of Unrestricted Subsidiaries,
         consideration in the form of Indebtedness assumed, or guarantees or
         other liabilities incurred), shall not exceed, during the period prior
         to the Covenant Reversion Date, $5,500,000;

         Notwithstanding the foregoing, (x) the requirements listed in clauses
         (ii), (iii), (iv), (v) and (vii) of this Section 6.4 shall not be
         required to be satisfied in connection with any acquisition done solely
         by an Unrestricted Subsidiary; provided, however, that the terms of
         Section 6.2, Section 6.9 and all other terms and provisions hereof
         shall be applicable, (y) no Mexican Subsidiary will make, directly or
         indirectly, any Acquisition or otherwise assist or be involved in any
         Acquisition and (z) a Restricted Subsidiary may merge, consolidate or
         amalgamate with another Restricted Subsidiary with the prior written
         consent of the Administrative Agent; provided that the Company and or
         such Restricted Subsidiary take such actions necessary or advisable to
         preserve the perfected security interest in the Collateral granted in
         favor of the Collateral Agent pursuant to the Collateral Documents,
         including the filing of Uniform Commercial Code financing statements in
         such jurisdictions as may be required by the Collateral Documents or by
         law or as may be reasonably requested by the Administrative Agent and,
         if requested by the Administrative Agent, deliver to the Administrative
         Agent and the Collateral Agent legal opinions relating to the
         foregoing, which opinions shall be in form and substance, and from
         counsel, reasonably satisfactory to the Administrative Agent.

                  SECTION 6.5. DISPOSITION OF ASSETS; ETC. Consummate any Asset
Sale, and shall not permit or suffer any Restricted Subsidiary to consummate any
Asset Sale; provided, however, that this Section 6.5 shall not prohibit:

                  (a) any Asset Sale if the consolidated book value
(disregarding any write-downs of such book value other than ordinary
depreciation and amortization) of all of the business, assets, rights,



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<PAGE>   90

revenues and property of the Company and its Restricted Subsidiaries disposed of
in any consecutive twelve-month period shall be less than 3% of the consolidated
book value of the property, plant and equipment (net of ordinary depreciation
and amortization) of the Company and its Restricted Subsidiaries as of the
beginning of such twelve month period and the aggregate book value of all assets
disposed of after the Effective Date shall be less than 10% of the consolidated
book value of property, plant and equipment (net of ordinary depreciation and
amortization) of the Company and its Restricted Subsidiaries at the time of any
such Asset Sale and if, immediately after such transaction, no Default or Event
of Default shall exist or shall have occurred and be continuing;

                  (b) any Asset Sale in respect of assets of the Company and
Subsidiaries listed on Schedule 6.5;

                  (c) the transfer of assets (i) from any Restricted Subsidiary
to the Company or any Subsidiary Guarantor, (ii) from the Company to any
Subsidiary Guarantor, (iii) from the Canadian Borrower to a Borrower or a
Subsidiary Guarantor, (iv) from a Foreign Subsidiary (other than the Canadian
Borrower) to any Foreign Subsidiary, any portion of the Stock of which has been
pledged to the Administrative Agent pursuant to the Collateral Documents;

                  (d) the transfer of assets with an aggregate Fair Market Value
of less than $1,000,000, by the Company or any Restricted Subsidiary to an
Unrestricted Subsidiary; and

                  (e) the transfer of assets in connection with factoring or
securitization of receivables permitted by Section 6.2(i);

                  (f) the transfer of the loan or advance, made by the Company
and evidenced by a promissory note pursuant to Section 6.9(b), by the Company to
Oxford Automotive Titrisation.

provided, however, in the case of any of the foregoing permitted Asset Sales,
the Company shall not, and shall not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale, other than pursuant to clauses (c) or (d) of this
Section 6.5, unless;

                           (i) no Default or Event of Default is continuing or
         would result therefrom,

                           (ii) the Company (or the Subsidiary, as the case may
         be) receives consideration at the time of such Asset Sale at least
         equal to the Fair Market Value of the assets, and

                           (iii) in connection with (A) Asset Sales, the
         aggregate consideration of which does not exceed $2,000,000 and (B) the
         sale of the businesses numbered 1, 2 and 3 on Schedule 6.5, at least
         75% of the consideration therefor received by the Company or such
         Subsidiary is in the form of cash and (B) with respect to all other
         Asset Sales, at least 100% of the consideration therefor received by
         the Company or such Subsidiary is in the form of cash; provided,
         however, that in the event of each Asset Sale, Cash Equivalents and the
         assumption of Indebtedness of the Company or any Guarantor and the
         unconditional release of the Company or such Guarantor from such
         Indebtedness in connection with such Asset Sale, in each case
         acceptable to the Administrative Agent, shall be considered cash for
         purposes of this Section 6.5; provided further, that the amount of (x)
         any liabilities (as shown on the Company's or such Subsidiary's most
         recent balance sheet), of the Company or any Subsidiary that are
         assumed by the transferee of any such assets such that the Company or
         such Subsidiary have no further liability, and (y) any securities,
         notes or other obligations received by the Company or any such
         Subsidiary from such transferee that are converted by the Company or
         such Subsidiary into cash (to the extent of the


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<PAGE>   91


         cash received) concurrently with the consummation of such Asset Sale,
         shall be deemed to be cash for purposes of this provision and the
         definition of Net Cash Proceeds, and the Administrative Agent promptly
         shall obtain a first priority security interest in any non-cash
         consideration for any Asset Sale.

                  SECTION 6.6. NATURE OF BUSINESS. Make any material change in
the nature of its business from that engaged in on the date of this Agreement or
engage in any other businesses or activities other than those described in the
business plan provided to the Lenders.

                  SECTION 6.7. DIVIDENDS AND OTHER RESTRICTED PAYMENTS. Directly
or indirectly, declare, order, pay, make or set apart any sum for any Restricted
Payment, except:

                  (a) dividends and distributions on Preferred Stock to the
extent permitted under Section 6.16;

                  (b) if no Event of Default or Default exists or would be
caused thereby, dividends and distributions in an aggregate amount not to exceed
$1,000,000 made after the Original Effective Date; provided, however, no such
Restricted Payment may be made during the period commencing on the Effective
Date and ending on the Covenant Reversion Date.

                  (c) dividends and distributions which in aggregate amount do
not exceed 25% of the Net Income accrued during Fiscal Quarters ending after the
Effective Date for which the Leverage Ratio was not greater than 3.00 to 1;
provided, however, that both before and after the making or declaration of such
dividend, payment or other distribution (i) the Leverage Ratio for the
twelve-month period ending on the last day of the most recently ended Fiscal
Quarter for which Financial Statements have been delivered pursuant to Section
5.4 is not greater than 3.00 to 1 on a Pro Forma Basis and (ii) no Default or
Event of Default shall have occurred or be caused thereby;

                  (d) if no Event of Default or Default exists or would be
caused thereby, payments in an aggregate amount not to exceed $2,500,000 in any
Fiscal Year and $5,000,000 in the aggregate, for all employees made after the
Original Effective Date for the purpose of redeeming the Stock of the Company
owned by any employees of the Company, other than a Permitted Holder, upon the
termination of the employment by the Company or any of its Restricted
Subsidiaries of such employee; provided, however, that (i) any amounts used to
redeem such Stock under this clause (d) shall first reduce the amount allowed or
accumulated under Section 6.7(b) until the amount allowed thereunder is
exhausted and then shall reduce the amount allowed under Section 6.7(c), (ii)
the amounts payable for the redemption of such Stock will not be paid any sooner
or in any greater amount than contractually required and (iii) if the Company is
required to make any such payment during the period beginning on the Effective
Date and ending on the Covenant Reversion Date, the Company shall (A) not pay
any amount up-front, (B) elect to pay such amounts in the maximum number of
installments permitted by the governing documents in effect as of the Effective
Date and (C) pay only those amounts that the Company is required to pay pursuant
to the terms of the governing agreement in effect on the date hereof and as
disclosed to the Administrative Agent; and

                  (e) prepayment of the Subordinated Debt in an amount not to
exceed $250,000,000 in connection with the refinancing of the Senior
Subordinated Notes, as long as the incurrence of such Subordinated Debt is
permitted under Section 6.2(e) or (f); and

                  (f) any repayment of Indebtedness permitted pursuant to
Section 6.2(c).


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<PAGE>   92

                  SECTION 6.8. ACCOUNTING CHANGES; FISCAL YEAR. Change its (a)
accounting treatment and reporting practices or tax reporting treatment, except
as required by GAAP or any Requirement of Law and disclosed to the Lenders and
the Administrative Agent or (b) Fiscal Year.

                  SECTION 6.9. INVESTMENTS. Make or maintain any Investment, or
enter into any joint venture or similar arrangement with any other Person to do
any of the foregoing, except:

                  (a) other than as provided in Section 6.9(b) with respect to
the Aries Acquisition and loans and advances to other Restricted Subsidiaries to
the extent the Indebtedness in respect thereof is permitted under Section
6.2(c); provided, however, that any such Indebtedness incurred pursuant to a
loan or advance made by a Loan Party shall be evidenced by promissory notes
payable on demand and in form and substance satisfactory to the Administrative
Agent and such notes shall be pledged to the Collateral Agent pursuant to the
applicable Collateral Document for the benefit of the Secured Parties; provided
further, however, that if such loan or advance is made by a Loan Party or a
Foreign Subsidiary pursuant to Section 6.2(c)(ii), (iii) or (iv) and the
aggregate amount outstanding of all such loans or advances made to such
Restricted Subsidiary by all Loan Parties is in excess of $5,000,000 for a
period of 45 days or more, or if any such loan or advance is made in order to
finance, in whole or in part, a Permitted Acquisition by a Restricted Subsidiary
which, alone, or together with any related transactions, has a Fair Market Value
in excess of $5,000,000, the Company shall also:

                           (i) cause:

                             (A) each Restricted Subsidiary that receives the
         benefit of the loan or advance to grant to the Loan Party which makes
         such loan or advance, as security for such loan or advance, (x) with
         respect to loans or advances made pursuant to Section 6.2(c)(ii), a
         perfected second priority security interest in all of such Restricted
         Subsidiary's assets, rights, revenues or property, real, personal or
         mixed, tangible or intangible which constitute "Collateral" (as defined
         in the Collateral Documents executed and delivered by such Restricted
         Subsidiary) and (y) with respect to loans or advances made pursuant to
         Section 6.2(c)(iii) or (iv), a perfected first priority security
         interest in all Stock and Stock Equivalents and other debt Securities
         held by such Restricted Subsidiary, of any other Restricted Subsidiary,
         including each Restricted Subsidiary that was acquired in such
         Permitted Acquisition;

                             (B) each holder of Stock or Stock Equivalents or
         other debt Securities of the Restricted Subsidiary that is the borrower
         of such loan or advance, to provide a guarantee of such loan or advance
         in favor of the Loan Party which makes such loan or advance and to
         grant to such Loan Party, as security for such loan or advance, (x)
         perfected second priority security interest in all of the assets,
         rights, revenues or property, real, personal or mixed, tangible or
         intangible which constitute "Collateral" (as defined in the Collateral
         Document executed and delivered by such holder of Stock or Stock
         Equivalents or other debt Securities) of such holder of Stock or Stock
         Equivalents or other debt Securities, and (y) with respect to loans or
         advances made pursuant to Section 6.2(c)(iii) or (iv), a perfected
         first priority security interest in the Stock and Stock Equivalents and
         other debt Securities of the Restricted Subsidiary that is the borrower
         of such loan or advance, each of the foregoing to be in form and
         substance satisfactory to the Administrative Agent; provided, however,
         that the Stock, Stock Equivalents or other debt Securities of any
         Restricted Subsidiary shall be pledged to the Company only to the
         extent such pledge of such Stock, Stock Equivalents or other debt
         Securities would not result in material adverse tax consequences to the
         Company and its Restricted Subsidiaries, taken as a whole;

                           (ii) cause to be delivered to the Collateral Agent,
         for the benefit of the Secured Parties:

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<PAGE>   93


                             (A) with respect to loans or advances made pursuant
         to Section 6.2(c)(ii), evidence satisfactory to the Administrative
         Agent that the Loan Party that made the loan or advance has a valid and
         perfected first priority security interest in all "Collateral" pledged
         as required by this Section 6.9(a);

                             (B) with respect to loans or advances made pursuant
         to Section 6.2(c)(iii) or (iv), the certificates (if any) representing
         the Stock and Stock Equivalents and other debt Securities referred to
         in clause (a)(i) above, together with (x) in the case of such
         certificated Stock and Stock Equivalents, undated stock powers endorsed
         in blank, and (y) in the case of such certificated debt Securities,
         endorsed in blank, in each case executed and delivered by a Responsible
         Officer of the applicable Restricted Subsidiary; and

                           (iii) if requested by the Administrative Agent,
         deliver to the Administrative Agent and Collateral Agent legal opinions
         relating to the matters described above, which opinions shall be in
         form and substance, and from counsel, reasonably satisfactory to the
         Administrative Agent,

provided further, however that if any Loan Party to which Stock, Stock
Equivalents or other debt Securities are pledged pursuant to this Section
6.9(a), becomes the holder of such Stock, Stock Equivalents or other debt
Securities by virtue of a foreclosure action with respect to the foregoing loans
or advances, such Stock, Stock Equivalents or other debt Securities shall be
"Additional Pledged Collateral" (as defined in the Pledge and Security
Agreement) and shall be pledged to the Collateral Agent for the benefit of the
Secured Parties pursuant to and subject to the terms of the Pledge and Security
Agreement;

                  (b) loans and advances by the Company or a Restricted
Subsidiary in connection with the consummation of the Aries Acquisition in an
aggregate amount not to exceed $70,000,000; provided, however, that the Company
shall cause (A) any such Indebtedness incurred pursuant to a loan or advance
made by a Loan Party to be evidenced by a promissory note in favor of the Loan
Party which makes such loan or advance, in form and substance satisfactory to
the Administrative Agent and pledged to the Collateral Agent pursuant to the
Pledge and Security Agreement for the benefit of the Secured Parties;

                  (c) Investments in Permitted Acquisitions; provided, however,
that prior to the Covenant Reversion Date Investments in the Permitted
Acquisitions set forth on Schedule 6.4(a,) shall not be financed with proceeds
of the Loans in excess of an aggregate of $3,000,000;

                  (d) other Investments in, and guarantees by the Company,
including Investments and guarantees made after the Original Effective Date
(valued at the maximum amount that could be payable thereunder, and provided
that all such guarantees shall be collection guarantees, not payment guarantees,
and be on terms and conditions satisfactory to the Administrative Agent), of the
Indebtedness of, Unrestricted Subsidiaries or joint ventures which do not exceed
$35,000,000 for all of the foregoing in aggregate outstanding amount (with the
outstanding amount thereof being deemed decreased by any cash repayments of such
loans or advances or cash dividends paid to the Company or any Restricted
Subsidiary with respect to any such investments), provided that (i) if such
transaction involves a loan or advance, such loans and advances are evidenced by
promissory notes payable on demand or on such other terms acceptable to the
Administrative Agent and in form and substance satisfactory to the
Administrative Agent and which are pledged to the Collateral Agent pursuant to
the Pledge and Security Agreement for the benefit of the Secured Parties, (ii)
no such Investment shall be made during the period beginning on the Effective
Date and ending on the Covenant Reversion Date, (iii) both before and after
giving effect to such Investment, the Leverage Ratio as of the twelve-month
period ending on the last day of the most recently ended Fiscal Quarter for
which Financial Statements have been delivered pursuant to Section 5.4



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<PAGE>   94



is no more than the maximum level permitted under Section 6.1(a) on a Pro Forma
Basis, and (iv) no Event of Default or Default exists or would be caused thereby
and the Company provides such certificates and legal opinions as requested by
the Administrative Agent in connection therewith; and

                  (e) Investments described on Schedule 6.9, as such Investments
may be reduced from time to time, but no increase in the amount thereof shall be
permitted.

                  SECTION 6.10. TRANSACTIONS WITH AFFILIATES. Other than as
permitted by Section 6.18, enter into or permit to exist any transaction or
series of related transactions (including without limitation the purchase, sale,
lease or exchange of any property, employee compensation arrangements or
rendering of any service) with any Affiliate of the Company (an "Affiliate
Transaction") unless the terms of such transaction (i) are no less favorable to
the Company or such Restricted Subsidiary than those that could be obtained at
the time of such transaction in a comparable transaction in arm's-length
dealings with a Person who is not such an Affiliate, (ii) if such Affiliate
Transaction (or series of related Affiliated Transactions) involves aggregate
payments in an amount in excess of $1,000,000 in any one year, (A) are set forth
in writing, (B) comply with clause (i) of this Section 6.10 and (C) have been
approved by a majority of disinterested members of the Board of Directors of the
Company, and (iii) if such Affiliate Transaction (or series of related Affiliate
Transactions) involves aggregate payments in an amount in excess of $5,000,000
in any one year, (A) comply with clause (ii) and (B) have been determined by a
nationally recognized investment banking firm to be fair, from a financial
standpoint, to the Company and its Restricted Subsidiaries.

                  SECTION 6.11. SALE/LEASEBACK TRANSACTIONS AND SYNTHETIC
LEASES. Other than as provided elsewhere herein or pursuant to the terms of the
Mexican Facility Documents delivered to the Administrative Agent prior to the
Original Effective Date or as amended in accordance with the terms hereof;

                  (a) Become or remain liable in any way, whether directly or by
assignment or as a guarantor or other contingent obligor, for the obligations of
the lessee or user under any lease or contract for the use of any real or
personal property if such property was owned on the Original Effective Date or
thereafter acquired by the Company or any of its Restricted Subsidiaries and has
been or is to be sold or transferred to any other Person and was, is or will be
used by the Company or any such Restricted Subsidiary for substantially the same
purpose as such property was used by the Company or such Restricted Subsidiary
prior to such sale or transfer;

                  (b) Enter into or become or remain liable in any way, whether
directly or by assignment or as a guarantor or other contingent obligor or
otherwise, (i) any synthetic lease; provided, however, that, following the
Covenant Reversion Date the Company and the Restricted Subsidiaries may enter
into (i) (A) synthetic leases that are non recourse to any Loan Party up to an
aggregate principal amount of $100,000,000 at any time outstanding and (B)
Guaranty Obligations in respect of any such synthetic lease provided that any
Guaranty Obligations for amounts in excess of $12,000,000 shall be unsecured (it
being understood that if any Guaranty Obligation for an amount in excess of
$12,000,000 is secured, such obligation and the security therefore shall be on
terms reasonably acceptable to the Administrative Agent), (ii) tax
ownership/operating leases, (iii) off balance sheet financing or (iv) similar
financing;

                  (c) It is acknowledged and agreed by the Borrowers that (x)
the aggregate outstanding amount under the Mexican Facility or otherwise
pursuant to the Mexican Facility Documents shall not exceed $75,000,000, as
reduced from time to time, (y) the obligations and liabilities under the Mexican
Facility Tranche A Guaranty will not exceed the outstanding amount of the
Mexican Facility Tranche A Loans, as reduced from time to time, and (z) other
than the Mexican Facility Guaranty, there



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<PAGE>   95

are no liabilities or obligations, direct, contingent or otherwise, of any kind
owing by the Company of any of its Restricted Subsidiaries (other than the
Mexican Subsidiaries) pursuant to the Mexican Facilities.

                  SECTION 6.12. NEGATIVE PLEDGE LIMITATION. Enter into any
agreement with any Person, other than the Lenders, the Administrative Agent or
the Collateral Agent pursuant hereto and other than the existing provisions
without amendment contained in the Lobdell Preferred Stock Documents and in the
agreements listed on Schedule 6.12, which prohibits or limits the ability of the
Company or any Restricted Subsidiary 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.

                  SECTION 6.13. FSC COMMISSIONS. Pay or become obligated for the
payment during any fiscal year of the Company, commissions to all related wholly
owned foreign sales corporations in excess of an amount acceptable to the
Administrative Agent in aggregate amount plus reimbursement of the reasonable
administrative expenses of such wholly owned foreign sales corporations.

                  SECTION 6.14. OTHER AGREEMENTS.

                  (a) Permit any breach or default to exist under any Leases,
material contracts and other material agreements, or take or fail to take any
action thereunder, if to do so would have a Material Adverse Effect.

                  (b) Enter into any agreement containing any provision which
would be violated or breached by this Agreement or any of the transactions
contemplated hereby or by performance by the Company or any of its Subsidiaries
of its obligations in connection therewith.

                  SECTION 6.15. SUBSIDIARY DIVIDENDS. Other than those
restrictions existing as of the Effective Date or described in Schedule 6.12
without giving effect to any amendment thereof on or after the Effective Date,
permit any of its Restricted Subsidiaries, directly or indirectly, to create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction which by its terms materially restricts the ability
of any such Subsidiary to (i) pay dividends or make any other distributions on
such Restricted Subsidiary's Stock, (ii) pay any Indebtedness owed to the
Company or any of its other Restricted Subsidiaries, (iii) make any loans or
advances to the Company or any of such other Restricted Subsidiaries or (iv)
transfer any material portion of its assets to the Company or any of such other
Restricted Subsidiaries.

                  SECTION 6.16. PREFERRED STOCK.

                  (a) Issue any Preferred Stock or any Disqualified Stock, other
than (i) any Preferred Stock which does not require any dividends, payments,
redemptions or other distributions of any kind until at least one year after the
later of the Revolving Credit Termination Date or the Term Loan Maturity Date,
(ii) the existing Lobdell Preferred Stock and (iii) after the Covenant Reversion
Date any other Preferred Stock or Disqualified Stock which meets all of the
requirements for the issuance by the Company of Subordinated Debt (i.e., all
payments and other obligations thereunder are expressly subordinated and junior
in right and priority of payment to the Obligations and other Indebtedness of
such Person to the Lenders in manner and by agreement satisfactory in form and
substance to the Administrative Agent and such Preferred Stock or Disqualified
Stock is subject to such other terms and provisions, including without
limitation maturities, covenants, defaults, rates and fees, acceptable to the
Administrative Agent), and such Preferred Stock and Disqualified Stock allowed
under this clause (iii) shall be treated as if it were Subordinated Debt for all
purposes of this Agreement and is defined herein as "Permitted Disqualified
Stock".


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<PAGE>   96

                  (b) Make any amendment or modification to any Lobdell
Preferred Stock Document, other than the adjustment in the price of the Lobdell
Preferred Stock made prior to the Effective Date based on post closing
adjustments and which do not result in any additional obligations of Lobdell or
of the Company or any of its Restricted Subsidiaries, or enter into any other
agreement or document relating thereto other than the documents listed on
Schedule 4.18 or make, pay, declare or authorize any dividend, payment or other
distribution with respect to any Preferred Stock or any dividend, payment or
distribution in connection with the redemption, purchase, retirement or other
acquisition, directly or indirectly, of any Preferred Stock other than as
required under the Lobdell Preferred Stock Documents listed on Schedule 4.18;
provided, however, that no dividend, payment or other distribution in respect to
the Preferred Stock or dividend, payment or distribution in connection with the
redemption, purchase, retirement or other acquisition, directly or indirectly,
of any Preferred Stock, including those required under the Lobdell Preferred
Stock Documents, will be made if any Event of Default exists under Section
7.1(a) or would be caused thereby.

                  SECTION 6.17. OTHER INDEBTEDNESS AND AGREEMENTS. Make any
amendment or modification to any indenture, note or other agreement evidencing
or governing any Indebtedness (other than Indebtedness hereunder of the Company
or any of its Subsidiaries) or to any Tax Sharing Agreement, any Mexican
Facility Document, any Related Document or designate any Indebtedness (other
than the Indebtedness under the Loan Documents and under Hedging Agreements with
Lenders) as "Designated Senior Debt" under the Senior Subordinated Debt
Documents.

                  SECTION 6.18. MANAGEMENT FEES. Pay any management, consulting
or similar fees or amounts to any of its Affiliates other than:

                  (a) to the Company or a Guarantor;

                  (b) base management fees payable to Oxford Investment Group,
Inc. pursuant to the management agreement set forth on Schedule 6.18, without
giving effect to any amendment or modification of such agreement (the
"Management Agreement") not in excess of $2,000,000 in any twelve month period,
to be paid in twelve equal monthly installments, and as otherwise described in
the Management Agreement, provided, however that the Company may not prepay any
such management fees and provided further, however; that;

                           (i) prior to the Covenant Reversion Date, not more
         than 50% of such base management fees that would be payable in any one
         month period shall be paid and base management fees not paid shall be
         permitted to accrue; provided, however, that prior to the Covenant
         Reversion Date, following delivery of Financial Statements for any
         Fiscal Quarter which reflect that the Company had an EBITDA for such
         Fiscal Quarter that is equal to or greater than the EBITDA levels set
         for such period in Section 6.1 (d), the Company may pay to Oxford
         Investment Group Inc. accrued and unpaid base management fees in an
         aggregate amount up to $250,000;

                           (ii) prior to the Covenant Reversion Date, out of
         pocket expenses paid by the Company pursuant to the Management
         Agreement shall not exceed an aggregate amount of $200,000; and

                           (iii) no base management fees (excluding out of
         pocket expenses provided for by the Management Agreement in an
         aggregate amount not to exceed $200,000) shall be paid pursuant to this
         clause (b) if any Event of Default or Default exists or would be caused
         thereby; and




                                       90
<PAGE>   97

                  (c) investment banking fees payable to Oxford Investment Group
pursuant to the Management Agreement; provided, however, that in connection with
the Asset Sales set forth on Schedule 6.5, (i) the Company shall retain the
services of a nationally recognized, independent third party investment bank and
(ii) total payments payable to Oxford Investment Group, Inc. together with all
payments to any third party advisor, consultant, broker, or finder in connection
therewith shall not exceed the generally acceptable commercial rate (but in no
event greater than 6.0% of the total transaction value); provided further,
however, that in no event may Oxford Automotive pay Oxford Investment an amount
that exceeds 1% of the total transaction value.

                  SECTION 6.19. RESTRICTED SUBSIDIARIES. Except with the consent
of the Administrative Agent, which consent will not be unreasonably withheld,
permit or suffer any Restricted Subsidiary to not be a wholly owned Subsidiary.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

                  SECTION 7.1. EVENTS OF DEFAULT. The occurrence of any one of
the following events or conditions shall be deemed an "Event of Default"
hereunder unless waived pursuant to Section 9.1:

                  (a) Nonpayment. The Borrowers shall fail to pay when due,
whether at stated maturity, by acceleration or otherwise, any principal on the
Loans or any Reimbursement Obligation under Sections 2.4 or 2.5 (whether by
deemed disbursement of a Revolving Credit Loan or otherwise), or, within five
days after becoming due, any interest on the Loans or any fees or any other
amount payable hereunder; or

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

                  (c) Certain Covenants. Any Borrower shall fail to perform or
observe any term, covenant or agreement contained in Article VI hereof; or

                  (d) Other Defaults. Any default which remains uncured beyond
any applicable cure period shall exist under any material purchase or tooling
contract that could have a Material Adverse Effect, or any Borrower or any
Guarantor shall fail to perform or observe any other term, covenant or agreement
contained in this Agreement or in any other Loan Document, and any such failure
shall remain unremedied for 15 calendar days after the earlier of the date on
which (i) a Responsible Officer of the Company becomes aware of such failure and
(ii) written notice thereof shall have been given to the Company by the
Administrative Agent; or

                  (e) Cross Default. Failure of the Company or any of its
Restricted Subsidiaries to pay when due any Indebtedness aggregating in excess
of $5,000,000 or any Mexican Facility Obligations ("Material Obligations") or
the default by the Company or any of its Restricted Subsidiaries in the
observance or performance (beyond the applicable grace period with respect
thereto, if any) of any term, provision or condition contained in any agreement
under which any such Material Obligations was created or is governed, or any
other event shall occur or condition exist, the effect of which default or event
is to cause, or to permit the holder or holders of such Material Obligations to
cause, such Material Obligations to become due prior to its stated maturity; or
any Material Obligations of the Company or any


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of its Restricted Subsidiaries shall be declared to be due and payable or
required to be prepaid or repurchased (other than by a regularly scheduled
payment) prior to the stated maturity thereof; or

                  (f) Judgments. One or more judgments or orders for the payment
of money in an aggregate amount of $5,000,000 shall be rendered against the
Company or any of its Restricted Subsidiaries, or any other judgment or order
(whether or not for the payment of money) shall be rendered against or shall
affect the Company or any of its Restricted Subsidiaries which causes or could
cause a Material Adverse Effect, and either (i) such judgment or order shall
have remained unsatisfied and the Company or such Restricted Subsidiary shall
not have taken action necessary to stay enforcement thereof by reason of pending
appeal or otherwise, prior to the expiration of the applicable period of
limitations for taking such action or, if such action shall have been taken, a
final order denying such stay shall have been rendered, or (ii) enforcement
proceedings shall have been commenced by any creditor upon any such judgment or
order; or

                  (g) ERISA. The occurrence of a Reportable Event that results
in or could result in liability of the Company or any of its ERISA Affiliates to
the PBGC or to any Title IV Plan and such Reportable Event is not corrected
within 30 days after the occurrence thereof; or the occurrence of any Reportable
Event which could constitute grounds for termination of any Title IV Plan of the
Company or any of its ERISA Affiliates by the PBGC or for the appointment by the
appropriate United States District Court of a trustee to administer any such
Title IV Plan and such Reportable Event is not corrected within 30 days after
the occurrence thereof; or the Company or any of its ERISA Affiliates shall fail
to pay when due any liability to the PBGC or to a Title IV Plan; or any Person
engages in a Prohibited Transaction with respect to any Title IV Plan which
results in or could result in liability of the Company, any of its ERISA
Affiliates, any Title IV Plan of the Company or any of its ERISA Affiliates or
any fiduciary of any such Title IV Plan; or the PBGC shall have instituted
proceedings to terminate, or to cause a trustee to be appointed to administer,
any Title IV Plan of the Company or any of its ERISA Affiliates; or failure by
the Company or any of their ERISA Affiliates to make a required installment or
other payment to any Title IV 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
the Company or any of their ERISA Affiliates to the PBGC or any Title IV Plan;
or the withdrawal of the Company or any of its ERISA Affiliates from a Title IV
Plan during a Title IV Plan year in which it was a "substantial employer" as
defined in Section 4001(9a)(2) of ERISA; or the Company or any of its ERISA
Affiliates becomes an employer with respect to any Multiemployer Plan without
the prior written consent of the Administrative Agent, and in each case above,
such event or condition, together with all other events or conditions, if any,
could subject the Company and its Restricted Subsidiaries to any tax, penalties
or other liability which in the aggregate may exceed $6,000,000; or

(h) Insolvency, Etc. The Company or any of its Restricted Subsidiaries shall be
dissolved or liquidated (or any judgment, order or decree therefor shall be
entered), or shall generally not pay its debts as they become due, or shall
admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors, or shall institute, or there
shall be instituted against the Company or any of its Restricted Subsidiaries
any proceeding or case seeking to adjudicate it a bankrupt or insolvent or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief or protection of debtors or
seeking the entry of an order for relief, or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part
of its assets, rights, revenues or property, and, if such proceeding is
instituted against the Company or such Restricted Subsidiary and is being
contested by the Company or such Restricted 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 an order for relief is entered; or the
Company or such Restricted Subsidiary

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<PAGE>   99

shall take any action (corporate or other) to authorize or further any of the
actions described above in this subsection; or

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

                  (j) Control. Any Change of Control shall occur; or

                  (k) Material Adverse Change. There shall occur a Material
Adverse Change or any event or circumstances which would have a Material Adverse
Effect, including an event or circumstances that would result in the reasonable
likelihood of the Company and its Subsidiaries incurring Environmental
Liabilities and Costs, the payment of which would have a Material Adverse
Effect; or

                  (l) Mexican Facility. Any commitment to lend or other
obligation to advance funds pursuant to the Mexican Facility or otherwise under
the Mexican Facility Documents shall be terminated for any reason or any Loan
Agreement Event of Default (as defined in the Mexican Facility Documents) or
other default shall occur under the Mexican Facility Documents.

                  SECTION 7.2. REMEDIES. During the continuance of any Event of
Default, the Administrative Agent (i) may, and shall at the request of the
Requisite Lenders, by notice to the Borrowers declare that all or any portion of
the Revolving Credit Commitments be terminated, whereupon the obligation of each
Lender to make any Loan and each Issuer to issue any Letter of Credit shall
immediately terminate, and/or (ii) may and shall at the request of the Requisite
Lenders, by notice to the Borrowers, declare the Loans, all interest thereon and
all other amounts and Obligations payable under this Agreement to be forthwith
due and payable, whereupon the Loans, all such interest and all such amounts and
Obligations shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrowers; provided, however, that upon the occurrence of the
Event of Default specified in Section 7.1(h), (A) the Commitments of each Lender
to make Loans and of each Lender and Issuer to issue or participate in Letters
of Credit shall automatically be terminated and (B) the Loans, all such interest
and all such amounts and Obligations shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrowers. In addition to the remedies
set forth above, the Collateral Agent may exercise any remedies provided for by
the Collateral Documents in accordance with the terms thereof or any other
remedies provided by applicable law.

                  SECTION 7.3. ACTIONS IN RESPECT OF LETTERS OF CREDIT AND
BANKERS' ACCEPTANCE. Upon the Revolving Credit Termination Date or as required
by Section 2.10, the Borrowers shall pay to the Administrative Agent in
immediately available funds at the Administrative Agent's office referred to in
Section 9.8, for deposit in a Cash Collateral Account an amount equal to 105% of
the sum of all outstanding Letter of Credit Obligations and Bankers' Acceptance
Obligations. The Administrative Agent may, from time to time after funds are
deposited in such Cash Collateral Account, apply funds then held in such Cash
Collateral Account to the payment of any amounts, in accordance with Section
2.14(f), as shall have become or shall become due and payable by the Borrowers
to the Issuers or Revolving Credit Lenders in respect of the Letter of Credit
Obligations and Bankers' Acceptance Obligations. The



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Administrative Agent shall promptly give written notice of any such application;
provided, however, that the failure to give such written notice shall not
invalidate any such application.

                  SECTION 7.4. RESCISSION. If at any time after termination of
the Revolving Credit Commitments and/or acceleration of the maturity of the
Loans, the Borrowers shall pay all arrears of interest and all payments on
account of principal of the Loans and Reimbursement Obligations Acceptances
which shall have become due otherwise than by acceleration (with interest on
principal and, to the extent permitted by law, on overdue interest, at the rates
specified herein) and all Events of Default and Defaults (other than non-payment
of principal of and accrued interest on the Loans due and payable solely by
virtue of acceleration) shall be remedied or waived pursuant to Section 9.1,
then upon the written consent of the Requisite Lenders and written notice to the
Borrowers, the termination of the Revolving Credit Commitments and/or the
acceleration and their consequences may be rescinded and annulled; but such
action shall not affect any subsequent Event of Default or Default or impair any
right or remedy consequent thereon. The provisions of the preceding sentence are
intended merely to bind the Lenders and the Issuers to a decision which may be
made at the election of the Requisite Lenders; they are not intended to benefit
the Borrowers and do not give the Borrowers the right to require the Lenders to
rescind or annul any acceleration hereunder, even if the conditions set forth
herein are met.

                                  ARTICLE VIII

                      THE ADMINISTRATIVE AGENT; THE AGENTS

                  SECTION 8.1. AUTHORIZATION AND ACTION.

                  (a) Each Lender and each Issuer hereby appoints Citicorp as
the Administrative Agent hereunder and each Lender and each Issuer authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement, the other Loan Documents and the
Mexican Intercreditor Agreement as are delegated to the Administrative Agent
under such agreements and to exercise such powers as are reasonably incidental
thereto. Without limitation of the foregoing, each Lender and each Issuer hereby
authorizes the Administrative Agent to execute and deliver, and to perform its
obligations under the Mexican Intercreditor Agreement and each of the Loan
Documents and to which the Administrative Agent is a party and to exercise all
rights, powers and remedies that the Administrative Agent may have under the
Mexican Intercreditor Agreement and such Loan Documents and that under the
Collateral Documents the Collateral Agent is acting as agent for the Lenders,
Issuers and the other Secured Parties.

                  (b) As to any matters not expressly provided for by this
Agreement, the other Loan Documents and the Mexican Intercreditor Agreement
(including enforcement or collection), the Administrative Agent, or Collateral
Agent, as the case may be, shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Requisite Lenders, and such instructions shall be binding
upon all Lenders and each Issuer; provided, however, that the Administrative
Agent shall not be required to take any action which (i) the Administrative
Agent in good faith believes exposes it to personal liability unless the
Administrative Agent receives an indemnification satisfactory to it from the
Lenders and the Issuers with respect to such action or (ii) is contrary to this
Agreement or applicable law. The Administrative Agent agrees to give to each
Lender and each Issuer prompt notice of each notice given to it by any Loan
Party pursuant to the terms of this Agreement or the other Loan Documents.

                  (c) In performing its functions and duties hereunder, under
the other Loan Documents and under the Mexican Intercreditor Agreement, the
Administrative Agent is acting solely on



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behalf of the Lenders and the Issuers and its duties are entirely administrative
in nature. The Administrative Agent does not assume and shall not be deemed to
have assumed any obligation other than as expressly set forth herein, in the
other Loan Documents or under the Mexican Intercreditor Agreement or any other
relationship as the agent, fiduciary or trustee of or for any Lender, Issuer or
holder of any other Secured Obligation. The Administrative Agent may perform any
of its duties under any of the Loan Documents or under the Mexican Intercreditor
Agreement by or through its agents or employees.

                  (d) Each Lender and each Issuer hereby appoints Comerica Bank
as Syndication Agent and Credit Suisse First Boston as Documentation Agent and
hereby authorizes the Syndication Agent to act as Syndication Agent and the
Documentation Agent to act as Documentation Agent on its behalf in accordance
with the terms of this Agreement and the other Loan Documents. Notwithstanding
anything to the contrary contained in this Agreement, each of the Syndication
Agent and the Documentation Agent is a Lender designated as "Syndication Agent"
or "Documentation Agent," respectively, for title purposes only and in such
capacity shall have no obligations or duties whatsoever under this Agreement or
any other Loan Document to any Loan Party, any Lender or any Issuer and shall
have no rights separate from its rights as a Lender except as expressly provided
in this Agreement.

                  SECTION 8.2. ADMINISTRATIVE AGENT'S RELIANCE, ETC. Neither the
Administrative Agent nor any of its Affiliates or any of the respective
directors, officers, agents or employees of the Administrative Agent or any such
Affiliate shall be liable for any action taken or omitted to be taken by it,
him, her or them under or in connection with this Agreement, the other Loan
Documents or the Mexican Intercreditor Agreement, except for its, his, her or
their own gross negligence or willful misconduct. Without limiting the
foregoing, the Administrative Agent (a) may treat the payee of any Note as its
holder until such Note has been assigned in accordance with Section 9.2; (b) may
rely on the Register to the extent set forth in Section 9.2(c); (c) may consult
with legal counsel (including counsel to the Borrowers or any other Loan Party),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (d) makes no
warranty or representation to any Lender or Issuer and shall not be responsible
to any Lender or Issuer for any statements, warranties or representations made
by or on behalf of the Company or any of its Subsidiaries in or in connection
with this Agreement or any of the other Loan Documents; (e) shall not have any
duty to ascertain or to inquire either as to the performance or observance of
any of the terms, covenants or conditions of this Agreement or any of the other
Loan Documents or the financial condition of any Loan Party, or the existence or
possible existence of any Default or Event of Default; (f) shall not be
responsible to any Lender or Issuer for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, any of the
other Loan Documents or the Mexican Intercreditor Agreement or any other
instrument or document furnished pursuant hereto or thereto; and (g) shall incur
no liability under or in respect of this Agreement, any of the other Loan
Documents or the Mexican Intercreditor Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopy)
or any telephone message believed by it to be genuine and signed or sent by the
proper party or parties.

                  SECTION 8.3. THE ADMINISTRATIVE AGENT INDIVIDUALLY. With
respect to its Ratable Portion, Citicorp shall have and may exercise the same
rights and powers hereunder and is subject to the same obligations and
liabilities as and to the extent set forth herein for any other Lender. The
terms "Lenders" or "Requisite Lenders" or any similar terms shall, unless the
context clearly otherwise indicates, include the Administrative Agent in its
individual capacity as a Lender or as one of the Requisite Lenders. Citicorp and
its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of banking, trust or other business with any Loan Party as if it were
not acting as the Administrative Agent.



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                  SECTION 8.4. LENDER CREDIT DECISION. Each Lender and each
Issuer acknowledges that it shall, independently and without reliance upon the
Administrative Agent or any other Lender conduct its own independent
investigation of the financial condition and affairs of the Borrowers and each
other Loan Party in connection with the making and continuance of the Loans and
with the issuance of the Letters of Credit. Each Lender and each Issuer also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement and other
Loan Documents.

                  SECTION 8.5. INDEMNIFICATION. Each Lender agrees to indemnify
the Administrative Agent and each of its Affiliates, and each of their
respective directors, officers, employees, agents and advisors (to the extent
not reimbursed by the Borrowers), from and against such Lender's aggregate
Ratable Portion of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements
(including fees and disbursements of legal counsel) of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against, the
Administrative Agent or any of its Affiliates, directors, officers, employees,
agents and advisors in any way relating to or arising out of this Agreement or
the other Loan Documents or any action taken or omitted by the Administrative
Agent under this Agreement, the other Loan Documents or the Mexican
Intercreditor Agreement; provided, however, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent's or such Affiliate's gross negligence or willful
misconduct. Without limiting the foregoing, each Lender agrees to reimburse the
Administrative Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including fees and disbursements of legal counsel)
incurred by the Administrative 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 its rights or responsibilities under, this Agreement, the
other Loan Documents or the Mexican Intercreditor Agreement, to the extent that
the Administrative Agent is not reimbursed for such expenses by the Borrowers or
another Loan Party.

                  SECTION 8.6. SUCCESSOR ADMINISTRATIVE AGENT. The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrowers. Upon any such resignation, the Requisite Lenders
shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Requisite
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, selected from among the Lenders. In either case, such
appointment shall be subject to the prior written approval of the Borrowers
(which approval may not be unreasonably withheld and shall not be required upon
the occurrence and during the continuance of an Event of Default). Upon the
acceptance of any appointment as Administrative Agent by a successor
Administrative Agent, such successor Administrative Agent shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement, the other Loan Documents
and the Mexican Intercreditor Agreement. Prior to any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the retiring
Administrative Agent shall take such action as may be reasonably necessary to
assign to the successor Administrative Agent its rights as Administrative Agent
under the Loan Documents and the Mexican Intercreditor Agreement. After such
resignation, the retiring Administrative Agent shall continue to have the
benefit of this Article VIII as to any actions taken or omitted to be taken by
it while it was Administrative Agent under this Agreement, the other Loan
Documents and Mexican Intercreditor Agreement.



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                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.1. AMENDMENTS, WAIVERS, ETC.

                  (a) No amendment or waiver of any provision of this Agreement
or any other Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be in writing
and signed by the Requisite Lenders, and then any such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by each Lender affected thereby, in addition to the
Requisite Lenders, do any of the following:

                           (i) waive any of the conditions specified in Section
         3.2 or 3.3 except with respect to a condition based upon another
         provision hereof, the waiver of which requires only the concurrence of
         the Requisite Lenders;

                           (ii) increase the Commitments of the Lenders or
         subject the Lenders to any additional obligations (other than a
         Facilities Increase permitted under Section 2.20); provided, however,
         that any such increase with respect to the Term Loan or the Revolving
         Loan Commitments shall require the consent of the Requisite Term Loan
         Lenders or the Requisite Revolving Credit Lenders, as the case may be;

                           (iii) extend the scheduled final maturity of any
         Loan, or waive, reduce or postpone any scheduled date fixed for the
         payment or reduction of principal (it being understood that Section
         2.11 does not provide for scheduled dates fixed for payment) or of the
         Commitments;

                           (iv) reduce the principal amount of any Loan or
         Reimbursement Obligation (other than by the payment or prepayment
         thereof);

                           (v) reduce the rate of interest on any Loan or
         Reimbursement Obligations or any fee payable hereunder;

                           (vi) postpone any scheduled date fixed for payment of
         such interest or fees;

                           (vii) change the aggregate Ratable Portions of the
         Lenders which shall be required for the Lenders or any of them to take
         any action hereunder;

                           (viii) release any Collateral except (A) as provided
         in the Mexican Intercreditor Agreement, (B) following the Canadian
         Subsidiary Release Date as provided in the Collateral Documents or (C)
         following the repayment in full of the related loan or advance made by
         a Loan Party pursuant to Sections 6.9(a) or (b), or release any
         Subsidiary Guarantor from its obligations under the Guaranty except in
         connection with sale or other disposition permitted by this Agreement
         (or permitted pursuant to a waiver or consent of a transaction
         otherwise prohibited by this Agreement); or

                           (ix) amend this Section 9.1, Section 9.7 or the
         definition of the terms "Requisite Lenders", "Requisite Revolving
         Credit Lenders", "Requisite Term Loan Lenders" or "Ratable Portion";



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and provided, further, (A) that any modification of the application of payments
to the Term Loans pursuant to Section 2.10 shall require the consent of the
Requisite Term Loan Lenders and any such modification of the application of
payments to the Revolving Loans pursuant to Section 2.10 or the reduction of the
Revolving Credit Commitments pursuant to Section 2.6(b) shall require the
consent of the Requisite Revolving Credit Lenders and (B) that no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above to take such action, affect the
rights or duties of the Administrative Agent under this Agreement or the other
Loan Documents.

                  (b) The Administrative Agent may, but shall have no obligation
to, with the written concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of that Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on the Borrowers in any
case shall entitle the Borrowers to any other or further notice or demand in
similar or other circumstances.

                  (c) In connection with any proposed amendment, modification,
waiver or termination (a "Proposed Change") requiring the consent of all
affected Lenders, the consent of Requisite Lenders is obtained, but the consent
of other Lenders whose consent is required is not obtained (any such Lender
whose consent is not obtained as described in this Section 9.1 being referred to
as a "Non-Consenting Lender"), then, so long as the Lender that is acting as the
Administrative Agent is not a Non-Consenting Lender, at the Borrowers' request,
the Administrative Agent or an Eligible Assignee that is acceptable to the
Administrative Agent shall have the right with the Administrative Agent's
consent and in the Administrative Agent's sole discretion (but shall have no
obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting
Lender agrees that it shall, upon the Administrative Agent's request, sell and
assign to the Lender that is acting as the Administrative Agent or such Eligible
Assignee, all of the Commitments, Term Loans and Revolving Credit Outstandings
of such Non-Consenting Lender for an amount equal to the principal balance of
all Term Loans and Revolving Loans held by the Non-Consenting Lender and all
accrued interest and fees with respect thereto through the date of sale, such
purchase and sale to be consummated pursuant to an executed Assignment and
Acceptance.

                  SECTION 9.2. ASSIGNMENTS AND PARTICIPATIONS.

                  (a) Each Lender may sell, transfer, negotiate or assign to one
or more Eligible Assignees all or a portion of its rights and obligations
hereunder (including all of its rights and obligations with respect to the Term
Loans, the Revolving Loans, the Swing Loans and the Letters of Credit);
provided, however, that (i) (A) if any such assignment shall be of the assigning
Lender's Revolving Credit Outstandings and Revolving Credit Commitment, such
assignment shall cover the same percentage of such Lender's Revolving Credit
Outstandings and Revolving Credit Commitment (adjusted, if necessary, in the
case of an assignment by a Canadian Lender to account for its ratable portion of
Canadian Revolving Credit Outstandings), and (B) if any such assignment shall be
of the assigning Lender's Term Loans, such assignment shall cover the same
percentage of such Lender's Term Loans, (ii) the aggregate amount 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 (if less than
the Assignor's entire interest) be less than $5,000,000 or an integral multiple
of $1,000,000 in excess thereof, except, in either case, (A) with the consent of
the Administrative Agent or (B) if such assignment is being made to a Lender or
an Affiliate or Approved Fund of such Lender, and (iii) if such Eligible
Assignee is not, prior to the date of such assignment, a Lender or an Affiliate
or Approved Fund of a Lender, such assignment shall be subject to the prior
consent of the Administrative Agent. Any such assignment need not be ratable as
among the Term Loan Facility and the Revolving Credit Facility. If, as a result
of any assignment to an Eligible Assignee that is a Canadian Lender, the
Canadian Revolving Credit Outstandings owing to any Canadian Lender are greater
than such Canadian Lender's Canadian Ratable



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<PAGE>   105

Portion of the Canadian Revolving Credit Outstandings owing to all Canadian
Lenders, then at the direction of the Administrative Agent (with notice from the
Administrative Agent to each Canadian Lender and the Borrowers), each Canadian
Lender that does not hold such Obligations in excess of its Canadian Ratable
Portion shall purchase from the other Canadian Lenders such Canadian Revolving
Credit Outstandings as shall be necessary to cause each Canadian Lender to have
Canadian Revolving Credit Outstandings owing to it equal to its Canadian Ratable
Portion of the Canadian Revolving Credit Outstandings owing to all Canadian
Lenders. The amount of such purchase shall be determined by the Administrative
Agent in accordance with each Canadian Lender's Canadian Ratable Portion.

                  (b) The parties to each assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording, an Assignment and
Acceptance, together with any Note (if the assigning Lender's Loans are
evidenced by a Note) subject to such assignment. Upon such execution, delivery,
acceptance and recording and the receipt by the Administrative Agent from the
assignee of an assignment fee in the amount of $3,500 from and after the
effective date specified in such Assignment and Acceptance, (i) the assignee
thereunder shall become a party hereto and, to the extent that rights and
obligations under the Loan Documents have been assigned to such assignee
pursuant to such Assignment and Acceptance, have the rights and obligations of a
Lender, and if such Lender were an Issuer, of such Issuer hereunder and
thereunder, and (ii) the assignor thereunder shall, to the extent that rights
and obligations under this Agreement have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights (except those which survive the
payment in full of the Obligations) and be released from its obligations under
the Loan Documents, other than those relating to events or circumstances
occurring prior to such assignment (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under the Loan Documents, such Lender shall cease to be a party
hereto).

                  (c) The Administrative Agent shall maintain at its address
referred to in Section 9.8 a copy of each Assignment and Acceptance delivered to
and accepted by it and a register for the recording of the names and addresses
of the Lenders and the Commitments of and principal amount of the Loans and
Letter of Credit Obligations owing to each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Loan Parties, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register as
a Lender for all purposes of this Agreement. The Register shall be available for
inspection by the Borrowers, the Administrative Agent or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee, the Administrative 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 Borrowers. Within five Business Days
after its receipt of such notice, the Borrowers, at their expense, shall, if
requested by such assignee, execute and deliver to the Administrative Agent, new
Notes to the order of such assignee in an amount equal to the Commitments and
Term Loans assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has surrendered any Note for exchange in connection with the
assignment and has retained Commitments or Term Loans hereunder, new Notes to
the order of the assigning Lender in an amount equal to the Commitments and Term
Loans retained by it hereunder. Such new Notes shall be dated the same date as
the surrendered Notes and be in substantially the form of Exhibit B-1 or B-2
hereto, as applicable.

                  (e) In addition to the other assignment rights provided in
this Section 9.2, (i) each Lender may assign, as collateral or otherwise, any of
its rights under this Agreement (including rights to payments of principal or
interest on the Loans) to any Federal Reserve Bank pursuant to Regulation A of




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<PAGE>   106

the Federal Reserve Board without notice to or consent of the Borrowers or the
Administrative Agent and (ii) any Lender (a "Granting Bank") may grant to a
special purpose funding vehicle (a "SPC"), identified as such in writing from
time to time by the Granting Bank to the Administrative Agent and the Borrowers,
the option to provide to the Borrowers all or any part of any Loan to the
Borrowers that such Granting Bank would otherwise be obligated to make to the
Borrowers pursuant to this Agreement; provided that (A) nothing herein shall
constitute a commitment by any SPC to make any Loan and (B) if an SPC elects not
to exercise such option or otherwise fails to provide all or any part of such
Loan, the Granting Bank shall be obligated to make such Loan pursuant to the
terms hereof. The making of such Loan by an SPC hereunder shall utilize the
Revolving Credit Commitment of the Granting Bank to the same extent, and as if,
such Loan were made by such Granting Bank. Each party hereto hereby agrees that
no SPC shall be liable for any indemnity or similar payment obligation under
this Agreement (all liability for which shall remain with the Granting Bank). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof. In addition, notwithstanding
anything to the contrary contained in this Section 9.2(e), any SPC may (i) with
notice to, but without the prior written consent of, the Borrowers and the
Administrative Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Bank or to any
financial institutions (consented to by the Borrowers and Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of such Loans and (ii) disclose on a
confidential basis any non-public information relating to such Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC. This section may not be amended
without the written consent of the Granting Bank. No such pledge or assignment
of security interest as described in this Section 9.4(e) shall release any
Lender from any of its obligations hereunder or substitute any such assignee for
such Lender as a party hereto.

                  (f) Each Lender may sell participations to one or more Persons
in or to all or a portion of its rights and obligations under the Loan Documents
(including all its rights and obligations with respect to the Term Loans,
Revolving Loans and Letters of Credit). The terms of such participation shall
not, in any event, require the participant's consent to any amendments, waivers
or other modifications of any provision of any Loan Documents, the consent to
any departure by any Loan Party therefrom, or to the exercising or refraining
from exercising any powers or rights which such Lender may have under or in
respect of the Loan Documents (including the right to enforce the obligations of
the Loan Parties), except if any such amendment, waiver or other modification or
consent would (i) reduce the amount, or postpone any date fixed for, any amount
(whether of principal, interest or fees) payable to such participant under the
Loan Documents, to which such participant would otherwise be entitled under such
participation or (ii) result in the release of all or substantially all of the
Collateral other than in accordance with the Mexican Intercreditor Agreement).
In the event of the sale of any participation by any Lender, (A) such Lender's
obligations under the Loan Documents shall remain unchanged, (B) such Lender
shall remain solely responsible to the other parties for the performance of such
obligations, (C) such Lender shall remain the holder of such Obligations for all
purposes of this Agreement, and (D) the Borrowers, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Each
participant shall be entitled to the benefits of Sections 2.15(d), 2.16 and 2.17
as if it were a Lender; provided, however, that anything herein to the contrary
notwithstanding, the Borrowers shall not, at any time, be obligated to pay to
any participant of any interest of any Lender, under Section 2.15(d), 2.16 or
2.17, any sum in excess of the sum which the Borrowers would have been obligated
to pay to such Lender in respect of such interest had such participation not
been sold.



                                      100
<PAGE>   107

                  (g) Any Issuer may at any time assign its rights and
obligations hereunder to any other Lender by an instrument in form and substance
satisfactory to the Borrowers, the Administrative Agent, such Issuer and such
Lender. If any Issuer ceases to be a Lender hereunder by virtue of any
assignment made pursuant to this Section 9.2, then, as of the effective date of
such cessation, such Issuer's obligations to issue Letters of Credit pursuant to
Section 2.4 shall terminate and such Issuer shall be an Issuer hereunder only
with respect to outstanding Letters of Credit issued prior to such date.

                  SECTION 9.3. COSTS AND EXPENSES.

                  (a) The Borrowers agrees upon demand to pay, or reimburse the
Administrative Agent for, all of the Administrative Agent's reasonable internal
and external audit, legal, appraisal, valuation, filing, document duplication
and reproduction and investigation expenses and for all other reasonable
out-of-pocket costs and expenses of every type and nature (including, without
limitation, the reasonable fees, expenses and disbursements of the
Administrative Agent's counsel, Weil, Gotshal & Manges LLP, local legal counsel,
auditors, accountants, appraisers, printers, insurance and environmental
advisers, and other consultants and agents) incurred by the Administrative Agent
in connection with (i) the Administrative Agent's audit and investigation of the
Company and its Subsidiaries in connection with the preparation, negotiation and
execution of the Loan Documents and the Administrative Agent's periodic audits
of the Company and its Subsidiaries, which, in the absence of an Event of
Default shall be conducted no more frequently than is reasonable, as the case
may be; (ii) the preparation, negotiation, execution and interpretation of this
Agreement (including, without limitation, the satisfaction or attempted
satisfaction of any of the conditions set forth in Article III), the Loan
Documents, the Mexican Intercreditor Agreement and any proposal letter or
commitment letter issued in connection therewith and the making of the Loans
hereunder; (iii) the creation, perfection or protection of the Liens under the
Loan Documents (including, without limitation, any reasonable fees and expenses
for local counsel in various jurisdictions); (iv) the ongoing administration of
this Agreement and the Loans, including consultation with attorneys in
connection therewith and with respect to the Administrative Agent's rights and
responsibilities hereunder, under the other Loan Documents and under the Mexican
Intercreditor Agreement; (v) the protection, collection or enforcement of any of
the Obligations or the enforcement of any of the Loan Documents; (vi) the
commencement, defense or intervention in any court proceeding relating in any
way to the Obligations, any Loan Party, any of the Company's Subsidiaries, the
Aries Acquisition, Agreement or any of the other Loan Documents; (vii) the
response to, and preparation for, any subpoena or request for document
production with which the Administrative Agent is served or deposition or other
proceeding in which the Administrative Agent is called to testify, in each case,
relating in any way to the Obligations, any Loan Party, any of the Company's
Subsidiaries, the Aries Acquisition, this Agreement or any of the other Loan
Documents; and (viii) any amendments, consents, waivers, assignments,
restatements, or supplements to any of the Loan Documents or the Mexican
Intercreditor Agreement and the preparation, negotiation, and execution of the
same.

                  (b) Each Borrower further agrees to pay or reimburse the
Administrative Agent and each of the Lenders and Issuers upon demand for all
out-of-pocket costs and expenses, including, without limitation, reasonable
attorneys' fees (including allocated costs of internal counsel and costs of
settlement), incurred by the Administrative Agent, such Lenders or Issuers (i)
in enforcing any Loan Document or Obligation or any security therefor or
exercising or enforcing any other right or remedy available by reason of an
Event of Default; (ii) in connection with any refinancing or restructuring of
the credit arrangements provided hereunder in the nature of a "work-out" or in
any insolvency or bankruptcy proceeding; (iii) in commencing, defending or
intervening in any litigation or in filing a petition, complaint, answer, motion
or other pleadings in any legal proceeding relating to the Obligations, any Loan
Party, any of the Company's' Subsidiaries and related to or arising out of the
transactions contemplated hereby or by any of the other Loan Documents or in
connection with the Aries Acquisition;




                                      101
<PAGE>   108

and (iv) in taking any other action in or with respect to any suit or proceeding
(bankruptcy or otherwise) described in clauses (i) through (iii) above.

                  SECTION 9.4. INDEMNITIES.

                  (a) The Borrowers agree to indemnify and hold harmless the
Administrative Agent, the Syndication Agent, the Documentation Agent, each
Lender and each Issuer and each of their respective Affiliates, and each of the
directors, officers, employees, agents, representative, attorneys, consultants
and advisors of or to any of the foregoing (including those retained in
connection with the satisfaction or attempted satisfaction of any of the
conditions set forth in Article III) (each such Person being an "Indemnitee")
from and against any and all claims, damages, liabilities, obligations, losses,
penalties, actions, judgments, suits, costs, disbursements and expenses of any
kind or nature (including fees and disbursements of counsel to any such
Indemnitee) which may be imposed on, incurred by or asserted against any such
Indemnitee in connection with or arising out of any investigation, litigation or
proceeding, whether or not any such Indemnitee is a party thereto, whether
direct, indirect, or consequential and whether based on any federal, state or
local law or other statutory regulation, securities or commercial law or
regulation, or under common law or in equity, or on contract, tort or otherwise,
in any manner relating to or arising out of this Agreement (including any
Existing Loan Document or any Agreement amended by any Existing Loan Document),
any other Loan Document, any Obligation, any Letter of Credit, any Related
Document, or any act, event or transaction related or attendant to any thereof,
or the use or intended use of the proceeds of the Loans or Letters of Credit or
in connection with any investigation of any potential matter covered hereby
(collectively, the "Indemnified Matters"); provided, however, that the Borrowers
shall not have any obligation under this Section 9.4 to an Indemnitee with
respect to any Indemnified Matter caused by or resulting from the gross
negligence, willful misconduct or breach of its obligations under any Loan
Document of that Indemnitee, as determined by a court of competent jurisdiction
in a final non-appealable judgment or order. Without limiting the foregoing,
Indemnified Matters include (i) all Environmental Liabilities and Costs arising
from or connected with the past, present or future operations of the Company or
any of its Subsidiaries involving any property subject to a Collateral Document,
or damage to real or personal property or natural resources or harm or injury
alleged to have resulted from any Release of Contaminants on, upon or into such
property or any contiguous real estate; (ii) any costs or liabilities incurred
in connection with any Remedial Action concerning the Company or any of its
Subsidiaries; (iii) any costs or liabilities incurred in connection with any
Environmental Lien; (iv) any costs or liabilities incurred in connection with
any other matter under any Environmental Law, including CERCLA and applicable
state property transfer laws, whether, with respect to any of such matters, such
Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in
possession, the successor in interest to the Company or any of its Subsidiaries,
or the owner, lessee or operator of any property of the Company or any of its
Subsidiaries by virtue of foreclosure, except, with respect to those matters
referred to in clauses (i), (ii), (iii) and (iv) above, to the extent incurred
following (A) foreclosure by the Administrative Agent any Lender or any Issuer,
or the Administrative Agent, any Lender or any Issuer having become the
successor in interest to the Company or any of its Subsidiaries, and (B)
attributable solely to acts of the Administrative Agent, such Lender or such
Issuer or any agent on behalf of the Administrative Agent, or such Lender.

                  (b) The Borrowers shall indemnify the Administrative Agent,
the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders
and each Issuer harmless from and against, any and all claims for brokerage
commissions, fees and other compensation made against the Administrative Agent,
the Lenders and the Issuers for any broker, finder or consultant with respect to
any agreement, arrangement or understanding made by or on behalf of any Loan
Party or any of its Subsidiaries in connection with the transactions
contemplated by this Agreement.



                                      102
<PAGE>   109

                  (c) The Administrative Agent, Lender and each Issuer agree
that in the event that any such investigation, litigation or proceeding set
forth in subparagraph (b) above is asserted or threatened in writing or
instituted against it or any other Indemnitee, or any Remedial Action, is
requested of it or any of its officers, directors, Administrative Agents and
employees, for which any Indemnitee may desire indemnity or defense hereunder,
such Indemnitee shall promptly notify the Borrowers in writing.

                  (d) The Borrowers, at the request of any Indemnitee, shall
have the obligation to defend against such investigation, litigation or
proceeding or requested Remedial Action and the Borrowers, in any event, may
participate in the defense thereof with legal counsel of the Borrowers' choice.
In the event that such Indemnitee requests the Borrowers to defend against such
investigation, litigation or proceeding or requested Remedial Action, the
Borrowers shall promptly do so and such Indemnitee shall have the right to have
legal counsel of its choice participate in such defense. No action taken by
legal counsel chosen by such Indemnitee in defending against any such
investigation, litigation or proceeding or requested Remedial Action, shall
vitiate or in any way impair the Borrowers' obligation and duty hereunder to
indemnify and hold harmless such Indemnitee.

                  (e) Each Borrowers agrees that any indemnification or other
protection provided to any Indemnitee pursuant to this Agreement (including
pursuant to this Section 9.4) or any other Loan Document shall (i) survive
payment in full of the Obligations and (ii) inure to the benefit of any Person
who was at any time an Indemnitee under this Agreement or any other Loan
Document.

                  SECTION 9.5. LIMITATION OF LIABILITY. Each Borrower agrees
that no Indemnitee shall have any liability (whether direct or indirect, in
contract, tort or otherwise) to any Loan Party or any of their respective
Subsidiaries or any of their equity holders or creditors for or in connection
with the transactions contemplated hereby and in the other Loan Documents, the
Mexican Intercreditor Agreement and in connection with the Aries Acquisition,
except to the extent such liability is found in a final judgment by a court of
competent jurisdiction to have resulted from such Indemnitee's gross negligence,
willful misconduct or breach of its obligations under any Loan Document or the
Mexican Intercreditor Agreement. In no event, however, shall any Indemnified
Party be liable on any theory of liability for any special, indirect,
consequential or punitive damages and each Borrower hereby waives, releases and
agrees (for itself and on behalf of its Subsidiaries) not to sue upon any such
claim for any such damages, whether or not accrued and whether or not known or
suspected to exist in its favor.

                  SECTION 9.6. RIGHT OF SET-OFF. Upon the occurrence and during
the continuance of any Event of Default each Lender and each Affiliate of a
Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender or its Affiliates to or for the
credit or the account of the Borrowers against any and all of the Obligations
now or hereafter existing whether or not such Lender shall have made any demand
under this Agreement or any other Loan Document and although such Obligations
may be unmatured. Each Lender agrees promptly to notify the Borrowers after any
such set-off and application made by such Lender or its Affiliates; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Lender under this Section 9.6
are in addition to the other rights and remedies (including other rights of
set-off) which such Lender may have.

                  SECTION 9.7. SHARING OF PAYMENTS, ETC.

                  (a) If any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off or otherwise) on
account of the Term Loans or Revolving Loans made by it (other than pursuant to
Sections 2.15, 2.16 or 2.17) in excess of its Ratable Portion of payments




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obtained by all the Lenders on account of such Obligations, such Lender (a
"Purchasing Lender") shall forthwith purchase from the other Lenders (each, a
"Selling Lender") such participations in their Loans or other Obligations as
shall be necessary to cause such Purchasing Lender to share the excess payment
ratably with each of them.

                  (b) If all or any portion of any payment received by a
Purchasing Lender is thereafter recovered from such Purchasing Lender, such
purchase from each Selling Lender shall be rescinded and such Selling Lender
shall repay to the Purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Selling Lender's ratable share
(according to the proportion of (i) the amount of such Selling Lender's required
repayment to (ii) the total amount so recovered from the Purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered.

                  (c) Each Borrowers agrees that any Purchasing Lender so
purchasing a participation from a Selling Lender pursuant to this Section 9.7
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrowers in the amount of such
participation.

                  SECTION 9.8. NOTICES, ETC. All notices, demands, requests and
other communications provided for in this Agreement shall be given in writing,
or by any telecommunication device capable of creating a written record, and
addressed to the party to be notified as follows:

                  (a) if to the Borrowers:

                      Oxford Automotive, Inc
                      1250 Stephenson Highway
                      Troy, Michigan  48083
                      Attention: Aurelian Bukatko
                      Telecopy no: 248-577-3465

                  (b) if to any Lender, at its Domestic Lending Office specified
opposite its name on Schedule II or on the signature page of any applicable
Assignment and Acceptance;

                  (c) if to any Issuer, at the address set forth under its name
page hereof on Schedule II; and

                  (d) if to the Administrative Agent:

                      Citicorp USA, Inc.
                      599 Lexington Avenue
                      21st Floor
                      New York, New York 10043
                      Attention: Anthony Murphy
                      Telecopy no:  (212) 793-0642


                                      104
<PAGE>   111

                      with a copy to:

                      Weil, Gotshal & Manges LLP
                      767 Fifth Avenue,
                      New York, New York  10153-0119
                      Attention:  Daniel S. Dokos, Esq.
                      Telecopy no:  (212) 310-8007


or at such other address as shall be notified in writing (i) in the case of the
Borrowers and the Administrative Agent, to the other parties and (ii) in the
case of all other parties, to the Borrowers and the Administrative Agent. All
such notices and communications shall be effective upon personal delivery (if
delivered by hand, including any overnight courier service), when deposited in
the mails (if sent by mail), or when properly transmitted (if sent by a
telecommunications device); provided, however, that notices and communications
to the Administrative Agent pursuant to Article II or VIII shall not be
effective until received by the Administrative Agent.

                  SECTION 9.9. NO WAIVER; REMEDIES. No failure on the part of
any Lender, Issuer or the Administrative Agent to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 9.10. BINDING EFFECT. This Agreement shall become
effective when it shall have been executed by the Borrowers and the
Administrative Agent and when the Administrative Agent shall have been notified
by each Lender that such Lender has executed it and thereafter shall be binding
upon and inure to the benefit of the Borrowers, the Administrative Agent and
each Lender and their respective successors and assigns, except that no Borrower
shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Lenders.

                  SECTION 9.11. GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

                  SECTION 9.12. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS;
JUDGMENT CURRENCY.

                  (a) Any legal action or proceeding with respect to this
Agreement or any other Loan Document may be brought in the courts of the State
of New York or of the United States of America for the Southern District of New
York, and, by execution and delivery of this Agreement, each Borrower hereby
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The parties hereto
hereby irrevocably waive any objection, including any objection to the laying of
venue or based on the grounds of forum non conveniens, which any of them may now
or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.

                  (b) The Canadian Borrower hereby irrevocably designates,
appoints and empowers CT Corporation System (telephone no: 212 894 8440)
(telecopy no: 212 894 8790) (the "Process Agent"), in the case of any suit,
action or proceeding brought in the United States of America as its designee,
appointee and agent to receive, accept and acknowledge receipt thereof for and
on its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents that may be served in any action or
proceeding arising out of or in connection with this Agreement or any Loan
Document. Such service may be made by mailing (by registered or certified mail,
postage prepaid) or



                                      105
<PAGE>   112

delivering a copy of such process to such Borrower in care of the Process Agent
at the Process Agent's above address, and the Canadian Borrower hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf. As an alternative method of service, each Borrower irrevocably
consents to the service of any and all process in any such action or proceeding
by the mailing (by registered or certified mail, postage prepaid) of copies of
such process to the Process Agent or each Borrower at its address specified in
Section 9.8. Each Borrower agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

                  (c) Nothing contained in this Section 9.12 shall affect the
right of the Administrative Agent or any Lender to serve process in any other
manner permitted by law or commence legal proceedings or otherwise proceed
against the Borrowers or any other Loan Party in any other jurisdiction.

                  (d) If for the purposes of obtaining judgment in any court it
is necessary to convert a sum due hereunder in Dollars into another currency,
the parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase Dollars with such
other currency at the spot rate of exchange quoted by the Administrative Agent
at 11:00 a.m. (New York City time) on the Business Day preceding that on which
final judgment is given, for the purchase of Dollars, for delivery two Business
Days thereafter.

                  SECTION 9.13. WAIVER OF JURY TRIAL. EACH OF THE ADMINISTRATIVE
AGENT, THE SYNDICATION AGENT, THE DOCUMENTATION AGENT, THE LENDERS, THE ISSUERS
AND THE BORROWERS IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

                  SECTION 9.14. MARSHALING; PAYMENTS SET ASIDE. None of the
Administrative Agent, any Lender or any Issuer shall be under any obligation to
marshal any assets in favor of the Borrowers or any other party or against or in
payment of any or all of the Obligations. To the extent that the Borrowers make
a payment or payments to the Administrative Agent, the Lenders or the Issuers or
any of such Persons receives payment from the proceeds of the Collateral or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens,
right and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.

                  SECTION 9.15. SECTION TITLES. The Section titles contained in
this Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto.

                  SECTION 9.16. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are attached to the same
document.

                  SECTION 9.17. DOCUMENTS EVIDENCE THE SAME INDEBTEDNESS. Upon
its effectiveness, this Agreement amends and restates in its entirety the
Existing Credit Agreement and the Notes issued under this Agreement, if any,
amend and restate the "Notes" (as defined in the Existing Credit Agreement)
issued under the Existing Credit Agreement. This Agreement and the Notes, if
any, do not



                                      106
<PAGE>   113

constitute and shall not be construed to evidence a novation of or a payment and
readvance of the loan principal, interest and other sums, if any, heretofore
outstanding under the Existing Credit Agreement, it being the intention of the
Borrowers, and by their signature hereto, the Administrative Agent and Lenders,
that this Agreement provide for the terms and conditions of, and the Notes
evidence, upon the effectiveness of this Agreement, the same Indebtedness as was
then outstanding under the Existing Credit Agreement. Each Lender shall
surrender the original "Notes" (as defined in the Existing Credit Agreement)
outstanding on the Effective Date issued to it under the Existing Credit
Agreement.

                  SECTION 9.18. ENTIRE AGREEMENT. This Agreement, together with
all of the other Loan Documents, the Mexican Intercreditor Agreement and all
certificates and documents delivered hereunder or thereunder, embodies the
entire agreement of the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof; provided, however, the
Company's obligations under the Commitment Letter dated June 9, 2000 addressed
to the Company from Citicorp and the Arranger and accepted by the Company on
June 9, 2000 that survive the termination or expiration of such letter shall
continue to apply to the Company. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart hereof. A set of the copies of this Agreement
signed by all parties shall be lodged with the Borrowers and the Administrative
Agent.

                  SECTION 9.19. CONFIDENTIALITY. Each Lender and the
Administrative Agent agree to keep information obtained by it pursuant hereto
and the other Loan Documents confidential in accordance with such Lender's or
the Administrative Agent's, as the case may be, customary practices and agrees
that it will only use such information in connection with the transactions
contemplated by this Agreement and not disclose any of such information other
than (a) to such Lender's or the Administrative Agent's, as the case may be,
employees, representatives and agents who are or are expected to be involved in
the evaluation of such information in connection with the transactions
contemplated by this Agreement and who are advised of the confidential nature of
such information, (b) to the extent such information presently is or hereafter
becomes available to such Lender or the Administrative Agent, as the case may
be, on a non-confidential basis from a source other than the Borrowers, (c) to
the extent disclosure is required by law, regulation or judicial order or
requested or required by bank regulators or auditors, (d) to assignees or
participants or potential assignees or participants who agree to be bound by the
provisions of this Section 9.19 or (e) with the consent of the Company.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      107
<PAGE>   114



                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                  Borrowers:


                                  OXFORD AUTOMOTIVE, INC.


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  OXFORD AUTOMOTIVE CANADA LTD.

                                  By:   ___________________________
                                        Name:
                                        Title:


                                  Administrative Agent and Collateral Agent:


                                  CITICORP USA, INC.

                                  By:   ___________________________
                                        Name:
                                        Title:


                                  Issuer:


                                  CITIBANK, N.A.

                                  By:   ___________________________
                                        Name:
                                        Title:


                                  Syndication Agent:


                                  COMERICA BANK


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  Documentation Agent:


                                  CREDIT SUISSE FIRST BOSTON


                                  By:   ___________________________
                                        Name:
                                        Title:



<PAGE>   115

                                  By:   ___________________________
                                        Name:
                                        Title:




                                  Lenders:


                                  BANK OF MONTREAL


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  THE BANK OF NEW YORK


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  THE BANK OF NOVA SCOTIA


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  BANKERS TRUST COMPANY


                                  By:   ___________________________
                                        Name:
                                        Title:




<PAGE>   116


                                  DEUTSCHE BANK CANADA


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  CITICORP USA, INC.


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  CITIBANK CANADA


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  COMERICA BANK


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  CREDIT SUISSE FIRST BOSTON


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  By:   ___________________________
                                        Name:
                                        Title:




<PAGE>   117


                                  CREDIT SUISSE FIRST BOSTON CANADA


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  FIFTH THIRD BANK, N.A.
                                  (formerly, FIFTH THIRD BANK, NORTHWESTERN
                                  OHIO, N.A.)


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  NATIONAL BANK OF CANADA


                                  By:   ___________________________
                                        Name:
                                        Title:


                                  By:   ___________________________
                                        Name:
                                        Title: