EXHIBIT 10.1


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

                                CREDIT AGREEMENT


                                   dated as of

                               November 28, 2000,


                                      among


                                MASCOTECH, INC.,

                              METALYNC COMPANY LLC,


                   The Subsidiary Term Borrowers Party Hereto,

                 The Foreign Subsidiary Borrowers Party Hereto,

                            The Lenders Party Hereto,


                            THE CHASE MANHATTAN BANK,
                  as Administrative Agent and Collateral Agent

                           CREDIT SUISSE FIRST BOSTON,
                              as Syndication Agent

                                 COMERICA BANK,
                             as Documentation Agent

                           FIRST UNION NATIONAL BANK,
                             as Documentation Agent

                               NATIONAL CITY BANK,
                             as Documentation Agent

                                       and

                                  BANK ONE, NA,
                             as Documentation Agent

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

                             CHASE SECURITIES INC.,
                                   as Arranger

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


<PAGE>





                                TABLE OF CONTENTS


                                                                            Page

                                    ARTICLE I

                                   Definitions

SECTION 1.01.         Defined Terms...........................................1
SECTION 1.02.         Classification of Loans and Borrowings.................48
SECTION 1.03.         Terms Generally........................................48
SECTION 1.04.         Accounting Terms; GAAP.................................49
SECTION 1.05.         Exchange Rates.........................................49
SECTION 1.06.         Redenomination of Certain Foreign Currencies...........50

                                   ARTICLE II

                                   The Credits

SECTION 2.01.         Commitments............................................50
SECTION 2.02.         Loans and Borrowings...................................51
SECTION 2.03.         Requests for Borrowings................................52
SECTION 2.04.         Swingline Loans........................................53
SECTION 2.05.         Letters of Credit......................................55
SECTION 2.06.         Funding of Borrowings..................................61
SECTION 2.07.         Interest Elections.....................................62
SECTION 2.08.         Termination and Reduction of Commitments...............63
SECTION 2.09.         Repayment of Loans; Evidence of Debt...................64
SECTION 2.10.         Amortization of Term Loans.............................65
SECTION 2.11.         Prepayment of Loans....................................67
SECTION 2.12.         Fees...................................................70
SECTION 2.13.         Interest...............................................72
SECTION 2.14.         Alternate Rate of Interest.............................73
SECTION 2.15.         Increased Costs........................................73
SECTION 2.16.         Break ]Funding Payments................................75
SECTION 2.17.         Taxes..................................................75
SECTION 2.18.         Payments Generally; Pro Rata Treatment;
                        Sharing of Set-offs............................77
SECTION 2.19.         Mitigation Obligations; Replacement of Lenders.........79
SECTION 2.20.         Additional Reserve Costs...............................81
SECTION 2.21.         Designation of Foreign Subsidiary Borrowers............81

                                      -i-
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                                                                            Page


SECTION 2.22.         Foreign Subsidiary Borrower Costs......................82

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.         Organization; Powers...................................83
SECTION 3.02.         Authorization; Enforceability..........................83
SECTION 3.03.         Governmental Approvals; No Conflicts...................83
SECTION 3.04.         Financial Condition; No Material Adverse Change........84
SECTION 3.05.         Properties.............................................84
SECTION 3.06.         Litigation and Environmental Matters...................85
SECTION 3.07.         Compliance with Laws and Agreements....................86
SECTION 3.08.         Investment and Holding Company Status..................86
SECTION 3.09.         Taxes..................................................86
SECTION 3.10.         ERISA..................................................86
SECTION 3.11.         Disclosure.............................................86
SECTION 3.12.         Subsidiaries...........................................87
SECTION 3.13.         Insurance..............................................87
SECTION 3.14.         Labor Matters..........................................87
SECTION 3.15.         Solvency...............................................87
SECTION 3.16.         Senior Indebtedness....................................88
SECTION 3.17.         Security Documents.....................................88
SECTION 3.18.         Federal Reserve Regulations............................89

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.         Effective Date.........................................90
SECTION 4.02.         Each Credit Event......................................93
SECTION 4.03.         Credit Events Relating to Foreign Subsidiary
                        Borrowers............................................94

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.         Financial Statements and Other Information.............95
SECTION 5.02.         Notices of Material Events.............................97
SECTION 5.03.         Information Regarding Collateral.......................97
SECTION 5.04.         Existence; Conduct of Business; Asset Dropdown.........98
SECTION 5.05.         Payment of Obligations.................................99

                                      -ii-
<PAGE>
                                                                            Page

SECTION 5.06.         Maintenance of Properties..............................99
SECTION 5.07.         Insurance..............................................99
SECTION 5.08.         Casualty and Condemnation.............................100
SECTION 5.09.         Books and Records; Inspection and Audit Rights........100
SECTION 5.10.         Compliance with Laws..................................100
SECTION 5.11.         Use of Proceeds and Letters of Credit.................100
SECTION 5.12.         Additional Subsidiaries...............................101
SECTION 5.13.         Further Assurances....................................101
SECTION 5.14.         Interest Rate Protection..............................102
SECTION 5.15.         Available Funds; Additional Equity....................102

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.         Indebtedness; Certain Equity Securities...............102
SECTION 6.02.         Liens.................................................105
SECTION 6.03.         Fundamental Changes...................................106
SECTION 6.04.         Investments, Loans, Advances, Guarantees
                        and Acquisitions....................................107
SECTION 6.05.         Asset Sales...........................................109
SECTION 6.06.         Sale and Leaseback Transactions.......................110
SECTION 6.07.         Hedging Agreements....................................111
SECTION 6.08.         Restricted Payments; Certain Payments of
                        Indebtedness........................................111
SECTION 6.09.         Transactions with Affiliates..........................113
SECTION 6.10.         Restrictive Agreements................................114
SECTION 6.11.         Amendment of Material Documents.......................115
SECTION 6.12.         Use of Available Funds; Convertible Debentures........115
SECTION 6.13.         Interest Expense Coverage Ratio.......................116
SECTION 6.14.         Leverage Ratio........................................117
SECTION 6.15.         Capital Expenditures..................................117
SECTION 6.16.         Consolidated Lease Expense............................118

                                     -iii-
<PAGE>
                                                                            Page

                                   ARTICLE VII

                                Events of Default


                                  ARTICLE VIII

                            The Administrative Agent


                                   ARTICLE IX

                         Collection Allocation Mechanism

SECTION 9.01.         Implementation of CAM..................................124
SECTION 9.02.         Letters of Credit......................................125

                                    ARTICLE X

                                  Miscellaneous

SECTION 10.01.        Notices................................................127
SECTION 10.02.        Waivers; Amendments....................................128
SECTION 10.03.        Expenses; Indemnity; Damage Waiver.....................130
SECTION 10.04.        Successors and Assigns.................................131
SECTION 10.05.        Survival...............................................135
SECTION 10.06.        Counterparts; Integration; Effectiveness...............135
SECTION 10.07.        Severability...........................................136
SECTION 10.08.        Right of Setoff........................................136
SECTION 10.09.        Governing Law; Jurisdiction; Consent to Service
                        of Process...........................................136
SECTION 10.10.        WAIVER OF JURY TRIAL...................................137
SECTION 10.11.        Headings...............................................137
SECTION 10.12.        Confidentiality........................................137
SECTION 10.13.        Interest Rate Limitation...............................138
SECTION 10.14.        Judgment Currency......................................139
SECTION 10.15.        Obligations Joint and Several..........................139


SCHEDULES:

Schedule 1.01(a)     --    Existing Letters of Credit
Schedule 1.01(b)     --    Mortgaged Property

                                      -iv-
<PAGE>


Schedule 2.01        --    Commitments
Schedule 3.05        --    Real Property
Schedule 3.06        --    Disclosed Matters
Schedule 3.12        --    Subsidiaries
Schedule 3.13        --    Insurance
Schedule 3.17(d)     --    Mortgage Filing Offices
Schedule 6.01        --    Existing Indebtedness
Schedule 6.02        --    Existing Liens
Schedule 6.04        --    Existing Investments
Schedule 6.05        --    Asset Sales
Schedule 6.09        --    Existing Affiliate Transactions
Schedule 6.10        --    Existing Restrictions


EXHIBITS:

Exhibit A      --    Form of Assignment and Acceptance
Exhibit B-1    --    Form of Opinion of Parent Borrower's Counsel
Exhibit B-2    --    Forms of Opinions of Parent Borrower's U.S. Local Counsel
Exhibit C-1    --    Form of Collateral Assignment
Exhibit C-2    --    Form of Consent Agreement
Exhibit D      --    Form of Debenture Account
Exhibit E      --    Form of Foreign Subsidiary Borrowing Agreement
Exhibit F      --    Form of Guarantee Agreement
Exhibit G      --    Form of Incremental Term Loan Activation Notice
Exhibit H      --    Form of Indemnity, Subrogation and Contribution Agreement
Exhibit I      --    Form of Mortgage
Exhibit J      --    Form of Pledge Agreement
Exhibit K      --    Form of Security Agreement
Exhibit L      --    Form of Subordination and Other Provisions
Exhibit M      --    Mandatory Costs Rate

                                      -v-
<PAGE>



                           CREDIT AGREEMENT dated as of November 28, 2000, among
                           MASCOTECH, INC., METALYNC COMPANY LLC, the Subsidiary
                           Term Borrowers party hereto, the FOREIGN SUBSIDIARY
                           BORROWERS party hereto, the LENDERS party hereto, THE
                           CHASE MANHATTAN BANK, as Administrative Agent and
                           Collateral Agent, FIRST UNION NATIONAL BANK, as
                           Documentation Agent, CREDIT SUISSE FIRST BOSTON, as
                           Syndication Agent, COMERICA BANK, as Documentation
                           Agent, NATIONAL CITY BANK, as Documentation Agent and
                           BANK ONE, NA, as Documentation Agent.


     The parties hereto agree as follows:


                                    ARTICLE I

                                   Definitions

     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:

     "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

     "Acquired Assets" means (a) with respect to any fiscal year, the
consolidated tangible assets acquired pursuant to a Permitted Acquisition during
such fiscal year determined in accordance with GAAP (the "Specified Amount"),
provided that if such Permitted Acquisition is not consummated during the first
quarter of such fiscal year (it being understood that Permitted Acquisitions
occurring during the Interim Period shall be deemed to have occurred during the
first quarter of the fiscal year ending December 31, 2001), Acquired Assets
shall be determined for purposes of this clause (a) by multiplying the Specified
Amount by (i) .75 if such Permitted Acquisition is consummated during the second
quarter of such fiscal year, (ii) .50 if such Permitted Acquisition is
consummated during the third quarter of such fiscal year and (iii) .25 if such
Permitted Acquisition is consummated during the fourth quarter of such fiscal
year and (b) with respect to any fiscal year thereafter, the Specified Amount.

     "Acquisition Lease Financing" means any sale or transfer by the Parent
Borrower or any Subsidiary of any Specified Acquired Property that is rented or
leased by the Parent Borrower or such Subsidiary so long as (a) the proceeds
from such transaction consist solely of cash, (b) such transaction is
consummated within 90 days after the completion of the


<PAGE>
                                      -2-


applicable Permitted Acquisition and (c) the proceeds from such transaction are
applied as contemplated by Section 2.11(e).

     "Additional Acquisition Indebtedness" means Indebtedness of Holdings, the
Parent Borrower, or, in the case of assumed Indebtedness described in clause
(c)(i) below only, a Person that becomes a Subsidiary Loan Party upon completion
of the applicable Permitted Acquisition in an aggregate principal amount not to
exceed at any time $250,000,000, less the liquidation value of any applicable
Qualified Holdings Preferred Stock issued and outstanding pursuant to clause (b)
of the definition of Qualified Holdings Preferred Stock, ;provided that (a) such
Indebtedness and any related Guarantees shall not be secured by any Lien, (b)
such Indebtedness shall be subject to subordination and intercreditor provisions
that are no more favorable to the holders or obligees thereof than the
subordination or intercreditor provisions attached hereto as Exhibit L in any
material respect, (c) (i) such Indebtedness is assumed by virtue of consummation
of a Permitted Acquisition or (ii) the proceeds from such Indebtedness shall be
used only for Permitted Acquisitions or, pursuant to Section 2.11(e), to repay
then outstanding Incremental Term Loans and to pay fees and expenses related to
the foregoing, (d) such Indebtedness shall not have any principal payments due
prior to the date that is 12 months after the Tranche B Maturity Date, whether
at maturity or otherwise, except upon the occurrence of a change of control or
similar event (including asset sales), in each case so long as the provisions
relating to change of control or similar events (including asset sales) included
in the governing instrument of such Indebtedness provide that the provisions of
this Agreement must be satisfied prior to the satisfaction of such provisions of
such Indebtedness, (e) such Indebtedness bears interest at a fixed rate, which
rate shall be, in the good faith judgment of the Parent Borrower's board of
directors, consistent with the market at the time of incurrence for similar
Indebtedness for comparable issuers or borrowers and (f) after giving effect to
the incurrence of such Indebtedness and the use of proceeds thereof as described
in clause (c) above, (i) the Leverage Ratio shall be less than the lower of (A)
the applicable ratio that Holdings and the Parent Borrower are obligated to
maintain at such time pursuant to Section 6.14 minus 0.50 (with any such
incurrence that occurs prior to the first testing period under such Section
being deemed to have occurred during such first testing period) and (B) 4.25 to
1.00 and (ii) no Default or Event of Default shall have occurred and be
continuing. In the case of any assumed Indebtedness described in clause (c)(i)
above only, Additional Acquisition Indebtedness shall include the Indebtedness
incurred pursuant to any refinancing, refunding, renewal or extension of any
such Indebtedness, provided that, (i) the principal amount of any such
Indebtedness is not increased above the principal amount thereof outstanding
immediately prior to such refinancing, refunding, renewal or extension, (ii) the
direct and contingent obligors with respect to such Indebtedness are not
changed, (iii) the Indebtedness incurred pursuant to such refinancing,
refunding, renewal or extension satisfies the requirements of clauses (a), (b),
(d), (e) and (f) above and (iv) the terms of the Indebtedness incurred pursuant
to such refinancing, refunding, renewal or extension shall otherwise be no less
favorable to the Lenders, in the aggregate, than the terms of such assumed
Indebtedness, pro-


<PAGE>
                                      -3-


vided further, that for purposes of the defined term "Specified Prepayment
Event", such Additional Acquisition Indebtedness shall not be deemed to be
incurred.

     "Adjusted LIBO Rate" means, with respect to any Eurocurrency Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

     "Administrative Agent" means Chase, in its capacity as administrative agent
for the Lenders hereunder. With respect to Foreign Currency Borrowings, the
Administrative Agent may be an Affiliate of Chase for purposes of administering
such Borrowings, and all references herein to the term "Administrative Agent"
shall be deemed to refer to the Administrative Agent in respect of the
applicable Borrowing or to all Administrative Agents, as the context requires.

     "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

     "Affiliate" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

     "Alternate Base Rate" means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on
such day plus 1 1/2 of 1%. Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

     "Applicable Percentage" means, with respect to any Revolving Lender, the
percentage of the total Revolving Commitments represented by such Lender's
Revolving Commitment. If the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments.

     "Applicable Rate" means, for any day (a) with respect to any Tranche B Term
Loan, (i) 3.00% per annum, in the case of an ABR Loan, or (ii) 4.00% per annum,
in the case of a Eurocurrency Loan, and (b) with respect to any ABR Loan or
Eurocurrency Loan that is a Revolving Loan or a Tranche A Term Loan, or with
respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption "ABR Spread",
"Eurocurrency Spread" or "Commitment Fee Rate", as the case may be, based upon
the Leverage Ratio as of the most recent determination date; provided that up to
and in-


<PAGE>
                                      -4-


cluding September 30, 2001, the "Applicable Rate" for purposes of clause (b)
shall be the applicable rate per annum set forth below in Category 1:
<TABLE>
<CAPTION>

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

                 Leverage Ratio:                               ABR Spread                   Eurocurrency Spread
                 --------------                                ----------                   -------------------
------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                               <C>

                    Category 1
            Greater than 3.75 to 1.00                           2.25%                            3.25%
------------------------------------------------------------------------------------------------------------------

                    Category 2
                    ----------
  Less than or equal to 3.75 to 1.00 but greater
                than 3.50 to 1.00                               2.00%                            3.00%
------------------------------------------------------------------------------------------------------------------
                    Category 3
                    ----------
  Less than or equal to 3.50 to 1.00 but greater
                than 3.00 to 1.00                               1.75%                            2.75%
------------------------------------------------------------------------------------------------------------------

                    Category 4
                    ----------
  Less than or equal to 3.00 to 1.00 but greater
                    than 2.50                                   1.50%                            2.50%
------------------------------------------------------------------------------------------------------------------

                    Category 5
                    ----------
  Less than or equal to 2.50 to 1.00 but greater
                than 2.00 to 1.00                               1.25%                            2.25%
------------------------------------------------------------------------------------------------------------------

                    Category 6
        Less than or equal to 2.00 to 1.00                      1.00%                            2.00%
==================================================================================================================


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

                                                Commitment Fee Rates
------------------------------------------------------------------------------------------------------------------

                 Leverage Ratio:                            High Usage Period                Low Usage Period
                 --------------                             -----------------                ----------------
------------------------------------------------------------------------------------------------------------------

                    Category 1
            Greater than 3.50 to 1.00                            .50%                             .75%
------------------------------------------------------------------------------------------------------------------

                    Category 2
                    ----------
  Less than or equal to 3.50 to 1.00 but greater
                than 3.00 to 1.00                                .50%                             .75%
------------------------------------------------------------------------------------------------------------------
<PAGE>
                                      -5-


                    Category 3
                    ----------
  Less than or equal to 3.00 to 1.00 but greater
                    than 2.50                                    .50%                             .75%
------------------------------------------------------------------------------------------------------------------

                    Category 4
                    ----------
  Less than or equal to 2.50 to 1.00 but greater
                than 2.00 to 1.00                                .375%                            .625%
------------------------------------------------------------------------------------------------------------------

                    Category 5
        Less than or equal to 2.00 to 1.00                       .375%                            .625%
==================================================================================================================
</TABLE>

     For purposes of the foregoing, (i) the Leverage Ratio shall be determined
as of the end of each fiscal quarter of the Parent Borrower's fiscal year based
upon Holdings' consolidated financial statements delivered pursuant to Section
5.01(a) or (b) and (ii) each change in the Applicable Rate resulting from a
change in the Leverage Ratio shall be effective during the period commencing on
and including the date of delivery to the Administrative Agent of such
consolidated financial statements indicating such change and ending on the date
immediately preceding the effective date of the next such change; provided that
the Leverage Ratio shall be deemed to be in Category 1 (A) at any time that an
Event of Default has occurred and is continuing or (B) if the Parent Borrower
fails to deliver the consolidated financial statements required to be delivered
by it pursuant to Section 5.01(a) or (b), during the period from the expiration
of the time for delivery thereof until such consolidated financial statements
are delivered. The rate per annum for Incremental Term Loans shall be the rate
specified, or the rate per annum determined pursuant to a pricing grid
specified, in the applicable Incremental Term Loan Activation Notice as agreed
to by the Parent Borrower and the applicable Incremental Lenders; provided that
if and for so long as the Applicable Rate with respect to any Incremental Term
Loans is greater than 0.25% per annum in excess of the then existing Applicable
Rate for Tranche B Term Loans, the Applicable Rate for Tranche B Term Loans
shall be increased automatically for such period so that the Applicable Rate for
such Incremental Term Loans is no greater than 0.25% per annum in excess of the
Applicable Rate for Tranche B Term Loans.

     "Assessment Rate" means, for any day, the annual assessment rate in effect
on such day that is payable by a member of the Bank Insurance Fund classified as
"well-capitalized" and within supervisory subgroup "B" (or a comparable
successor risk classification) within the meaning of 12 C.F.R. Part 327 (or any
successor provision) to the Federal Deposit Insurance Corporation for insurance
by such Corporation of time deposits made in dollars at the offices of such
member in the United States; provided that if, as a result of any change in any
law, rule or regulation, it is no longer possible to determine the Assessment

<PAGE>
                                      -6-


Rate as aforesaid, then the Assessment Rate shall be such annual rate as shall
be determined by the Administrative Agent to be representative of the cost of
such insurance to the Lenders.

     "Asset Dropdown" means (a) the contribution by Holdings to the Parent
Borrower of all of its assets (other than Saturn, the Saturn Subsidiary, the
Specified Assets and the Specified Cash and other assets approved by the
Administrative Agent) and (b) immediately after completion of such contribution,
the execution of the Supplemental Indenture by the parties thereto.

     "Assignment and Acceptance" means an assignment and acceptance entered into
by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.04), and accepted by the Administrative Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.

     "Assumed Preferred Stock" means any preferred stock or preferred equity
interests of any Person that becomes a Subsidiary after the date hereof;
provided that (a) such preferred stock or preferred equity interests exists at
the time such Person becomes a Subsidiary and is not created in contemplation of
or in connection with such Person becoming a Subsidiary and (b) the aggregate
liquidation value of all such outstanding preferred stock and preferred equity
interests shall not exceed $25,000,000 at any time outstanding, less the
aggregate principal amount of Indebtedness incurred pursuant to Section
6.01(a)(xiii).

     "Available Funds" means collectively, at any time, (a) the amount of cash
in the Debenture Account at such time (including proceeds from the issuance of
Permitted Subordinated Indebtedness or Equity Interests by Holdings), (b) the
amount of unused Revolving Commitments at such time and (c) the amount of
proceeds that are unused and available to be obtained from the Permitted
Receivables Financing at such time.

     "Available Funds Date" means each of the Effective Date, October 1, 2002,
January 1, 2003, April 1, 2003, July 1, 2003, October 1, 2003 and the Debenture
Maturity Date.

     "Available Funds Reserve Amount" means, with respect to any period, the
amount set forth opposite such period in the table below:


<PAGE>
                                      -7-


                        Period                                        Amount
                        ------                                        ------

        Effective Date - September 30, 2002                       $70,000,000
        October 1, 2002 - December 31, 2002                      $100,000,000
        January 1, 2003 - March 31, 2003                         $125,000,000
        April 1, 2003 - June 30, 2003                            $150,000,000
        July 1, 2003 - September 30, 2003                        $175,000,000
        October 1, 2003 - Debenture Maturity Date                $205,000,000

Each amount set forth above, with respect to any date, shall be reduced on a
dollar-for-dollar basis with respect to such date by the face value of any
Convertible Debentures redeemed, converted or repurchased on or prior to such
date pursuant to Permitted Debenture Purchases.

     "Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

     "Board" means the Board of Governors of the Federal Reserve System of the
United States of America.

     "Borrowing" means (a) Loans of the same Class and Type, made, converted or
continued on the same date and, in the case of Eurocurrency Loans, as to which a
single Interest Period is in effect, or (b) a Swingline Loan.

     "Borrowing Request" means a request by the Parent Borrower, a Subsidiary
Term Borrower or a Foreign Subsidiary Borrower, as the case may be, for a
Borrowing in accordance with Section 2.03.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
remain closed; provided that (a) when used in connection with any Eurocurrency
Loan denominated in dollars or Sterling, the term "Business Day" shall also
exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market and (b) when used in connection with any Revolving
Loan denominated in Euro, the term "Business Day" shall also exclude any day on
which the TARGET payment system is not open for the settlement of payment in
Euro.

     "Calculation Date" means (a) each date on which a Revolving Borrowing is
made and (b) the last Business Day of each calendar month.

     "CAM" shall mean the mechanism for the allocation and exchange of interests
in the Credit Facilities and collections thereunder established under Article
IX.


<PAGE>
                                      -8-


     "CAM Exchange" shall mean the exchange of the Lender's interests provided
for in Section 9.01.

     "CAM Exchange Date" shall mean the date on which (a) any event referred to
in paragraph (h) or (i) of Article VII shall occur in respect of Holdings, the
Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
or (b) an acceleration of the maturity of the Loans pursuant to Article VII
shall occur.

     "CAM Percentage" shall mean, as to each Lender, a fraction, expressed as a
decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent
(determined on the basis of Exchange Rates prevailing on the CAM Exchange Date)
of the Specified Obligations owed to such Lender and such Lender's participation
in undrawn amounts of Letters of Credit immediately prior to the CAM Exchange
Date and (a) the denominator shall be the aggregate Dollar Equivalent (as so
determined) of the Specified Obligations owed to all the Lenders and the
aggregate undrawn amount of outstanding Letters of Credit immediately prior to
such CAM Exchange Date.

     "Capital Expenditures" means, for any period, without duplication, (a) the
additions to property, plant and equipment and other capital expenditures of
Holdings, the Parent Borrower and its consolidated Subsidiaries (including the
Receivables Subsidiary) that are (or would be) set forth in a consolidated
statement of cash flows of Holdings for such period prepared in accordance with
GAAP and (b) Capital Lease Obligations incurred by Holdings, the Parent Borrower
and its consolidated Subsidiaries (including the Receivables Subsidiary) during
such period.

     "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

     "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person other than Holdings of any
Equity Interest in the Parent Borrower; (b) prior to the date of an IPO, either
(i) Heartland, together with its Affiliates and the HIP Co-Investors (together
with such HIP Co-Investors' Permitted Transferees (as such terms are defined in
the Shareholder Agreement as in effect on the date hereof)), shall cease to
beneficially own, directly or indirectly, Equity Interests in Holdings
representing at least a majority of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests in Holdings, (ii)
Heartland and its Affiliates shall cease to beneficially own, directly or
indirectly, Equity Interests in Holdings representing at least 30% of each of
the aggregate ordinary voting power represented by the issued and outstanding
Equity


<PAGE>
                                      -9-


Interests in Holdings or (iii) any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) other than Heartland and
its Affiliates shall beneficially own at any time, directly or indirectly
(without giving effect, for avoidance of doubt, to shares owned by Heartland and
its Affiliates), a greater percentage of the aggregate ordinary voting power of
Holdings than the aggregate ordinary voting power of Holdings that is
beneficially owned at such time, directly or indirectly (without giving effect,
for avoidance of doubt, to shares owned by such Person), by Heartland and its
Affiliates; (c) on or after an IPO, the acquisition of beneficial ownership,
directly or indirectly, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) other than Heartland and
its Affiliates, of Equity Interests representing more than 25% of either the
aggregate ordinary voting power represented by the issued and outstanding Equity
Interests in Holdings and such Person or group beneficially owns at such time,
directly or indirectly (without giving effect, for avoidance of doubt, to shares
owned by Heartland and its Affiliates), a greater percentage of the aggregate
ordinary voting power of Holdings than the aggregate ordinary voting power of
Holdings that is beneficially owned at such time, directly or indirectly
(without giving effect, for avoidance of doubt, to shares owned by such Person),
by Heartland and its Affiliates; (d) occupation of a majority of the seats on
the board of directors of Holdings by Persons who were not nominated by
Heartland and its Affiliates; or (e) the occurrence of any change in control (or
similar event, however denominated) with respect to Holdings or the Parent
Borrower under (i) any indenture or agreement in respect of Material
Indebtedness to which Holdings, the Parent Borrower or any Subsidiary is a
party, (ii) any instrument governing any preferred stock of Holdings, the Parent
Borrower or any Subsidiary having a liquidation value or redemption value in
excess of $15,000,000 or (iii) the Permitted Receivables Financing.

     "Change in Law" means (a) the adoption of any law, rule or regulation after
the date of this Agreement, (b) any change in any law, rule or regulation or in
the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) compliance by any Lender or the Issuing Bank
(or, for purposes of Section 2.15(b), by any lending office of such Lender or by
such Lender's or the Issuing Bank's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

     "Chase" means The Chase Manhattan Bank.

     "Class", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche
A Term Loans, Tranche B Term Loans, Incremental Term Loans or Swingline Loans
and, when used in reference to any Commitment, refers to whether such Commitment
is a Revolving Commitment, Tranche A Commitment, Tranche B Commitment or
Incremental Commitment.


<PAGE>
                                      -10-


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

     "Collateral" means any and all "Collateral", as defined in any applicable
Security Document.

     "Collateral Agent" means Chase, in its capacity as collateral agent for the
Lenders under the Security Documents. With respect to Foreign Currency
Borrowings, the Collateral Agent may be an Affiliate of Chase, for purposes of
administering the collateralization of such Borrowings, and all references
herein to the term "Collateral Agent" shall be deemed to refer to the Collateral
Agent in respect of the applicable Borrowing or to all Collateral Agents, as the
context requires.

     "Collateral Assignment" means the Collateral Assignment substantially in
the form of Exhibit C-1, made by Holdings in favor of the Collateral Agent for
the benefit of the Secured Parties.

     "Collateral and Guarantee Requirement" means the requirement that:

          (a) the Collateral Agent shall have received from each party thereto
     (other than the Collateral Agent) either (i) a counterpart of (A) the
     Guarantee Agreement, (B) the Indemnity, Subrogation and Contribution
     Agreement, (C) the Pledge Agreement, (D) the Security Agreement, (E) the
     Collateral Assignment and (F) the Consent Agreement, in each case duly
     executed and delivered on behalf of such Loan Party and (in case of the
     Consent Agreement) Masco or (ii) in the case of any Person that becomes a
     Loan Party after the Effective Date, a supplement to each of the Guarantee
     Agreement, the Indemnity, Subrogation and Contribution Agreement, the
     Pledge Agreement and the Security Agreement, in each case in the form
     specified therein, duly executed and delivered on behalf of such Loan
     Party;

          (b) all outstanding Equity Interests of the Parent Borrower and each
     Subsidiary (including the Receivables Subsidiary) owned by or on behalf of
     any Loan Party shall have been pledged pursuant to the Pledge Agreement
     (except that the Loan Parties shall not be required to pledge more than 65%
     of the outstanding voting Equity Interests of any Foreign Subsidiary, it
     being understood that this exception shall not limit the application of the
     Foreign Security Collateral and Guarantee Requirement) and the Collateral
     Agent shall have received certificates or other instruments representing
     all such Equity Interests, together with stock powers or other instruments
     of transfer with respect thereto endorsed in blank;

          (c) all Indebtedness of Holdings, the Parent Borrower and each
     Subsidiary in an aggregate principal amount that exceeds $500,000 that is
     owing to any Loan


<PAGE>
                                      -11-


     Party shall be evidenced by a promissory note and shall have been pledged
     pursuant to the Pledge Agreement and the Collateral Agent shall have
     received all such promissory notes, together with instruments of transfer
     with respect thereto endorsed in blank;

          (d) all documents and instruments, including Uniform Commercial Code
     financing statements, required by law or reasonably requested by the
     Collateral Agent to be filed, registered or recorded to create the Liens
     intended to be created by the Security Agreement, the Pledge Agreement and
     the Collateral Assignment and perfect such Liens to the extent required by,
     and with the priority required by, the Security Agreement, the Pledge
     Agreement and the Collateral Assignment, shall have been filed, registered
     or recorded or delivered to the Collateral Agent for filing, registration
     or recording;

          (e) the Collateral Agent shall have received (i) counterparts of a
     Mortgage with respect to each Mortgaged Property duly executed and
     delivered by the record owner of such Mortgaged Property, (ii) a policy or
     policies of title insurance issued by a nationally recognized title
     insurance company insuring the Lien of each such Mortgage as a valid first
     Lien on the Mortgaged Property described therein, free of any other Liens
     except as expressly permitted by Section 6.02, together with such
     endorsements, coinsurance and reinsurance as the Administrative Agent or
     the Required Lenders may reasonably request, and (iii) such surveys,
     abstracts, appraisals, legal opinions and other documents as the
     Administrative Agent or the Required Lenders may reasonably request with
     respect to any such Mortgage or Mortgaged Property; and

          (f) each Loan Party (other than the Foreign Subsidiary Borrowers)
     shall have obtained all consents and approvals required to be obtained by
     it in connection with the execution and delivery of all Security Documents
     to which it is a party, the performance of its obligations thereunder and
     the granting by it of the Liens thereunder.

     "Commitment" means a Revolving Commitment, Tranche A Commitment, Tranche B
Commitment or Incremental Commitment, or any combination thereof (as the context
requires).

     "Compac Event" means the damage to any property owned by Compac Corporation
and its subsidiaries resulting from floods occurring in August, 2000.

     "Consent Agreement" means the Consent Agreement substantially in the form
of Exhibit C-2, among Masco, Holdings and the Collateral Agent for the benefit
of the Secured Parties.


<PAGE>
                                      -12-


     "Consolidated Cash Interest Expense" means, for any period, the excess of
(a) the sum, without duplication, of (i) the interest expense (including imputed
interest expense in respect of Capital Lease Obligations) of Holdings, the
Parent Borrower and the Subsidiaries (including the Receivables Subsidiary) for
such period, determined on a consolidated basis in accordance with GAAP, (ii)
any interest accrued during such period in respect of Indebtedness of Holdings,
the Parent Borrower or any Subsidiary (including the Receivables Subsidiary)
that is required to be capitalized rather than included in consolidated interest
expense for such period in accordance with GAAP, plus (iii) any cash payments
made during such period in respect of obligations referred to in clause (b)(iii)
below that were amortized or accrued in a previous period, plus (iv)
interest-equivalent costs associated with any Permitted Receivables Financing,
whether accounted for as interest expense or loss on the sale of receivables
minus (b) the sum of, without duplication, (i) interest income of Holdings, the
Parent Borrower and the Subsidiaries (including the Receivables Subsidiary) for
such period, determined on a consolidated basis in accordance with GAAP, (ii) to
the extent included in such consolidated interest expense for such period,
noncash amounts attributable to amortization of financing costs paid in a
previous period, plus (iii) to the extent included in such consolidated interest
expense for such period, noncash amounts attributable to amortization of debt
discounts or accrued interest payable in kind for such period, plus (iv) to the
extent included in such consolidated interest expense for such period, all
financing fees incurred in connection with the Transactions. For purposes of
calculating Consolidated Cash Interest Expense for each of the
four-fiscal-quarter periods ending December 31, 2000, March 31, 2001 and June
30, 2001, Consolidated Cash Interest Expense for such four-fiscal-quarter period
shall equal Consolidated Cash Interest Expense for the period commencing October
1, 2000 and ending on (a) December 31, 2000, multiplied by 4, (b) March 31,
2001, multiplied by 2 and (c) June 30, 2001, multiplied by 4/3.

     "Consolidated EBITDA" means, for any period, Consolidated Net Income for
such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period
(including all single business tax expenses imposed by state law), (iii) all
amounts attributable to depreciation and amortization for such period, (iv) any
extraordinary noncash charges for such period, (v) all management fees and other
fees paid during such period to Heartland and/or its Affiliates pursuant to the
Heartland Management Agreement to the extent permitted by Section 6.09, (vi) all
payments made during and expenses recorded in such period in respect of the
Restricted Stock Obligation and all items expensed at the Effective Date in
respect of Restricted Stock Awards, (vii) any losses incurred during such period
in connection with the sale of receivables pursuant to the Permitted Receivables
Financing, (viii) all extraordinary losses during such period, (ix) noncash
expenses during such period resulting from the grant of Equity Interests to
management and employees of Holdings, the Parent Borrower or any of the
Subsidiaries, (x) the aggregate amount of deferred financing expenses for such
period, (xi) all other noncash expenses or losses of


<PAGE>
                                      -13-


Holdings, the Parent Borrower or any of the Subsidiaries for such period
(excluding any such charge that constitutes an accrual of or a reserve for cash
charges for any future period), (xii) any nonrecurring fees, expenses or charges
realized by Holdings, the Parent Borrower or any of the Subsidiaries for such
period related to any offering of Equity Interests or incurrence of
Indebtedness, (xiii) with respect to any four-fiscal-quarter period ending prior
to or on December 31, 2001, operating expense and other expense reductions and
other synergistic benefits relating to the Transactions, not to exceed the
applicable Excluded Amount for such period, (xiv) Excluded Severance Charges for
such period, (xv) fees and expenses in connection with the Transactions that are
expensed and (xvi) any nonrecurring costs and expenses arising from the
integration of any business acquired pursuant to any Permitted Acquisition;
provided that the aggregate amount of costs and expenses that may be included in
Consolidated EBITDA pursuant to this clause (xvi) during the term of this
Agreement shall not exceed $5,000,000 and minus (b) without duplication and to
the extent included in determining such Consolidated Net Income, any
extraordinary gains for such period, all determined on a consolidated basis in
accordance with GAAP. For purposes of calculating Consolidated EBITDA for each
of the four-fiscal-quarter periods ending December 31, 2000, March 31, 2001, and
June 30, 2001, Consolidated EBITDA for such four-fiscal-quarter period shall
equal Consolidated EBITDA for the period commencing on October 1, 2000 and
ending on (a) December 31, 2000, plus $240,500,000, (b) March 31, 2001, plus
$154,800,000 and (c) June 30, 2001, plus $74,000,000.

     "Consolidated Lease Expense" shall mean, for any period, all rental
expenses of Holdings, the Parent Borrower and the Subsidiaries (including the
Receivables Subsidiary) during such period under operating leases for real or
personal property, excluding real estate taxes, insurance costs and common area
maintenance charges and net of sublease income, other than Capitalized Lease
Obligations, all as determined on a consolidated basis in accordance with GAAP.

     "Consolidated Net Income" means, for any period, the net income or loss of
Holdings, the Parent Borrower and the Subsidiaries (including the Receivables
Subsidiary) for such period determined on a consolidated basis in accordance
with GAAP; provided that there shall be excluded (a) the income of any Person
(other than the Parent Borrower) in which any other Person (other than the
Parent Borrower or any Subsidiary or any director holding qualifying shares in
compliance with applicable law) owns an Equity Interest, except to the extent of
the amount of dividends or other distributions actually paid to the Parent
Borrower or any of the Subsidiaries during such period, and (b) the income or
loss of any Person accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with the Parent Borrower or any Subsidiary or the
date that such Person's assets are acquired by the Parent Borrower or any
Subsidiary.


<PAGE>
                                      -14-


     "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

     "Conversion Right" means the right of the Debenture Holders after the
Merger to convert their Convertible Debentures into the amount of cash that the
Debenture Holders would have received if such Convertible Debentures had been
converted into common stock of Holdings immediately prior to the Merger, as
provided in Section 3.06 of the Convertible Debentures Indenture.

     "Convertible Debentures" means the 4-1/2% Convertible Subordinated
Debentures of Holdings issued under the Convertible Debentures Indenture in an
aggregate principal amount not greater than $305,000,000, which after the Asset
Dropdown will become joint and several obligations of the Parent Borrower and
Holdings.

     "Convertible Debentures Indenture" means the Indenture dated as of November
1, 1986, between Holdings and Morgan Guaranty Trust Company of New York, as
amended by the two Supplemental Indentures dated the Effective Date.

     "Credit Facility" means a category of Commitments and extensions of credit
thereunder.

     "Debenture Account" means an account established with the Administrative
Agent in the name of the Administrative Agent and for the benefit of the Lenders
having the terms specified in Exhibit D, all proceeds in which will be used to
defease, redeem, repay or repurchase or otherwise retire Convertible Debentures
as specified in this Agreement.

     "Debenture Holders" means the holders of record, from time to time, of the
Convertible Debentures.

     "Debenture Maturity Date" means December 15, 2003.

     "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

     "Deferred Amount" means the amount representing the portion of the Merger
Consideration to be paid after the Effective Date in accordance with the
Recapitalization Agreement to holders of options to acquire common stock of
Holdings existing immediately prior to the Merger; provided that such entire
amount shall be placed in escrow on the Effec-


<PAGE>
                                      -15-


tive Date with the Administrative Agent in a manner satisfactory to the
Administrative Agent and the Parent Borrower.

     "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

     "dollars" or "$" refers to lawful money of the United States of America.

     "Dollar Equivalent" means, on any date of determination, (a) with respect
to any amount in dollars, such amount, and (b) with respect to any amount in any
Foreign Currency, the equivalent in dollars of such amount, determined by the
Administrative Agent pursuant to Section 1.05(b) using the Exchange Rate with
respect to such Foreign Currency at the time in effect under the provisions of
such Section.

     "Domestic Loan Party" means any Loan Party, other than the Foreign
Subsidiary Borrowers.

     "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02).

     "EMU Legislation" means the legislative measures of the European Union for
the introduction of, changeover to or operation of the Euro in one or more
member states.

     "Environmental Laws" means all laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the
management, Release or threatened Release of any Hazardous Material or to health
and safety matters.

     "Environmental Liability" means any liabilities, obligations, damages,
losses, claims, actions, suits, judgments, or orders, contingent or otherwise
(including any liability for damages, costs of environmental remediation, costs
of administrative oversight, fines, natural resource damages, penalties or
indemnities), of Holdings, the Parent Borrower or any Subsidiary (including the
Receivables Subsidiary) directly or indirectly resulting from or relating to (a)
compliance or non-compliance with any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d)
the Release or threatened Release of any Hazardous Materials or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

     "Equity Contribution" means the contribution by the Investors of not less
than $433,200,000 in cash to Merger Subsidiary as common equity.


<PAGE>
                                      -16-


     "Equity Interests" means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person or any warrants, options
or other rights to acquire such interests.

     "Equity Rollover" means the issuance of common stock of Holdings on the
Effective Date to the Continuing Shareholders (as defined in the
Recapitalization Agreement) or their permitted transferees under the Exchange
and Voting Agreement (as defined in the Recapitalization Agreement), in each
case pursuant to and in accordance with Section 2.04(d) of the Recapitalization
Agreement.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that, together with the Parent Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of
ERISA and Section 412 of the Code, is treated as a single employer under Section
414 of the Code.

     "ERISA Event" means (a) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Parent Borrower or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by the Parent Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by the Parent Borrower or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Parent Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Parent Borrower or any ERISA Affiliate of any notice, concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

     "Euro" or "Eurodollar symbol" means the single currency of the European
Union as constituted by the Treaty on European Union and as referred to in the
EMU Legislation.

     "Eurocurrency", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.


<PAGE>
                                      -17-


     "Event of Default" has the meaning assigned to such term in Article VII.

     "Excess Cash Flow" means, for any fiscal year, the sum (without
duplication) of:

          (a) the consolidated net income (or loss) of Holdings, the Parent
     Borrower and its consolidated Subsidiaries (including the Receivables
     Subsidiary) for such fiscal year, adjusted to exclude any gains or losses
     attributable to Prepayment Events; plus

          (b) the excess, if any, of the Net Proceeds received during such
     fiscal year by Holdings, the Parent Borrower and its consolidated
     Subsidiaries (including the Receivables Subsidiary) in respect of any
     Prepayment Events over the aggregate principal amount of Term Loans prepaid
     pursuant to Section 2.11(d) in respect of such Net Proceeds; plus

          (c) depreciation, amortization and other noncash charges or losses
     deducted in determining such consolidated net income (or loss) for such
     fiscal year; plus

          (d) the sum of (i) the amount, if any, by which Net Working Capital
     (adjusted to exclude changes arising from Permitted Acquisitions) decreased
     during such fiscal year plus (ii) the net amount, if any, by which the
     consolidated deferred revenues and other consolidated accrued long-term
     liability accounts of Holdings, the Parent Borrower and its consolidated
     Subsidiaries (including the Receivables Subsidiary) (adjusted to exclude
     changes arising from Permitted Acquisitions) increased during such fiscal
     year plus (iii) the net amount, if any, by which the consolidated accrued
     long-term asset accounts of Holdings, Parent Borrower and its consolidated
     Subsidiaries (including the Receivables Subsidiary) (adjusted to exclude
     changes arising from Permitted Acquisitions) decreased during such fiscal
     year; minus

          (e) the sum of (i) any noncash gains included in determining such
     consolidated net income (or loss) for such fiscal year plus (ii) the
     amount, if any, by which Net Working Capital (adjusted to exclude changes
     arising from Permitted Acquisitions) increased during such fiscal year plus
     (iii) the net amount, if any, by which the consolidated deferred revenues
     and other consolidated accrued long-term liability accounts of Holdings,
     the Parent Borrower and its consolidated Subsidiaries (including the
     Receivables Subsidiary) (adjusted to exclude changes arising from Permitted
     Acquisitions) decreased during such fiscal year plus (iv) the net amount,
     if any, by which the consolidated accrued long-term asset accounts of
     Holdings, the Parent Borrower and its consolidated Subsidiaries (including
     the Receivables Subsidiary) (adjusted to exclude changes arising from
     Permitted Acquisitions) increased during such fiscal year; minus


<PAGE>
                                      -18-


          (f) the sum of (i) Capital Expenditures for such fiscal year (except
     to the extent attributable to the incurrence of Capital Lease Obligations
     or otherwise financed by incurring Long-Term Indebtedness) plus (ii) cash
     consideration paid during such fiscal year to make acquisitions or other
     capital investments (except to the extent financed by incurring Long-Term
     Indebtedness); minus

          (g) the aggregate principal amount of Long-Term Indebtedness repaid or
     prepaid by Holdings, the Parent Borrower and its consolidated Subsidiaries
     (including the Receivables Subsidiary) during such fiscal year, excluding
     (i) Indebtedness in respect of Revolving Loans and Letters of Credit, (ii)
     Term Loans prepaid pursuant to Section 2.11(c) or (d), and (iii) repayments
     or prepayments of Long-Term Indebtedness financed by incurring other
     Long-Term Indebtedness; minus

          (h) commencing with the fiscal year ending December 31, 2002, the
     aggregate principal amount of Indebtedness in respect of Revolving Loans
     repaid or prepaid by the Parent Borrower or any Foreign Subsidiary Borrower
     after July 1, 2002, to the extent that the unused portion of Revolving
     Commitments arising as a result of such repayment or prepayment is reserved
     as Available Funds pursuant to Section 5.15; minus

          (i) the noncash impact of currency translations and other adjustments
     to the equity account, including adjustments to the carrying value of
     marketable securities and to pension liabilities, in each case to the
     extent such items would otherwise constitute Excess Cash Flow; minus

          (j) the Net Proceeds, to the extent such Net Proceeds would otherwise
     constitute Excess Cash Flow, arising from the exercise of options resulting
     from the payment of the Deferred Amount in respect of such options.

     "Exchange Rate" means on any day, with respect to any Foreign Currency, the
rate at which such Foreign Currency may be exchanged into dollars, as set forth
at approximately 11:00 a.m., London time, on such day on the Reuters World
Currency Page for such Foreign Currency. In the event that such rate does not
appear on any Reuters World Currency Page, the Exchange Rate shall be determined
by reference to such other publicly available service for displaying exchange
rates as may be agreed upon by the Administrative Agent and the Parent Borrower,
or, in the absence of such agreement, such Exchange Rate shall instead be the
arithmetic average of the spot rates of exchange of the Administrative Agent in
the market where its foreign currency exchange operations in respect of such
Foreign Currency are then being conducted, at or about 10:00 a.m., local time,
on such date for the purchase of dollars for delivery two Business Days later;
provided that if at the time of any such determination, for any reason, no such
spot rate is being quoted, the Administrative Agent, after con-


<PAGE>
                                      -19-


sultation with the Parent Borrower, may use any reasonable method it deems
appropriate to determine such rate, and such determination shall be conclusive
absent manifest error.

     "Excluded Amount" means, with respect to any fiscal period ending on the
date specified below, the amount set forth opposite such date:

                         Date                            Amount
                         ----                            ------
                 December 31, 2000                    $15,000,000
                 March 31, 2001                       $15,000,000
                 June 30, 2001                        $12,500,000
                 September 20, 2001                   $10,000,000
                 December 31, 2001                    $ 7,500,000

     "Excluded Severance Charges" means any nonrecurring severance or similar
costs relating to the termination of employment of any employees arising during
any four-fiscal-quarter period ending on or prior to December 31, 2003, not to
exceed in the aggregate for all such periods $12,500,000.

     "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Parent Borrower, the Subsidiary Term
Borrowers or any Foreign Subsidiary Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits Taxes imposed by the United States of America or any similar Tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Parent
Borrower under Section 2.19(b)), (i) any United States withholding Tax that is
in effect and would apply to amounts payable to such Foreign Lender at the time
such Foreign Lender becomes a party to this Agreement (or designates a new
lending office), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Parent Borrower with respect
to any United States withholding Tax pursuant to Section 2.17(a) and (ii) any
withholding Tax that is attributable to such Foreign Lenders' failure to comply
with Section 2.17(e).

     "Existing Letters of Credit" means the letters of credit issued prior to
and outstanding as of the Effective Date, which are listed on Schedule 1.01(a).

     "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal


<PAGE>
                                      -20-


funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized
standing selected by it.

     "Financial Officer" means the chief financial officer, principal accounting
officer, treasurer or controller of the Parent Borrower.

     "Financing Transactions" means (a) the execution, delivery and performance
by each Loan Party of the Loan Documents to which it is to be a party, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder, (b) the execution, delivery and performance by the
Receivables Subsidiary and each other party thereto of the Permitted Receivables
Documents and the use of the proceeds thereof and (c) the Equity Contribution.

     "Foreign Currencies" means Euro and Sterling.

     "Foreign Currency Commitment" means, with respect to each Revolving Lender,
the commitment of such Revolving Lender to make Foreign Currency Loans and to
acquire participations in Foreign Currency Letters of Credit, expressed as an
amount representing the maximum aggregate amount of such Revolving Lender's
Foreign Currency Exposure hereunder, as such commitment may be reduced from time
to time pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to assignments by or to such Revolving Lender pursuant to Section
10.04. The initial amount of each Revolving Lender's Foreign Currency Commitment
is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to
which such Revolving Lender shall have assumed its Foreign Currency Commitment,
as applicable. The initial aggregate amount of the Revolving Lenders' Foreign
Currency Commitments is the Dollar Equivalent of $75,000,000.

     "Foreign Currency Exposure" means, with respect to any Revolving Lender at
any time, the Dollar Equivalent of the sum of the outstanding principal amount
of such Lender's Foreign Currency Loans and its Foreign Currency LC Exposure at
such time.

     "Foreign Currency LC Exposure" means, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Foreign Currency Letters of Credit
at such time plus (b) the aggregate amount of all LC Disbursements in respect of
Foreign Currency Letters of Credit that have not yet been reimbursed by or on
behalf of the Foreign Subsidiary Borrowers at such time. The Foreign Currency LC
Exposure of any Revolving Lender at any time shall be its Applicable Percentage
of the total Foreign Currency LC Exposure at such time.


<PAGE>
                                      -21-


     "Foreign Currency Letter of Credit" means a Letter of Credit denominated in
a Foreign Currency.

     "Foreign Currency Loan" means a Revolving Loan denominated in a Foreign
Currency.

     "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Parent Borrower or any Foreign
Subsidiary Borrower, as the case may be, is located. For purposes of this
definition, the United States of America, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.

     "Foreign Security Collateral and Guarantee Requirement" means the
requirement that:

          (a) the Collateral Agent shall have received from the applicable
     Foreign Subsidiary Borrower and its subsidiaries a counterpart of each
     Foreign Security Document relating to the assets (including the capital
     stock of its subsidiaries) of such Foreign Subsidiary Borrower, excluding
     assets as to which the Collateral Agent shall determine in its reasonable
     discretion, after consultation with the Parent Borrower, that the costs and
     burdens of obtaining a security interest are excessive in relation to the
     value of the security afforded thereby;

          (b) all documents and instruments (including legal opinions) required
     by law or reasonably requested by the Collateral Agent to be filed,
     registered or recorded to create the Liens intended to be created over the
     assets specified in clause (a) above and perfect such Liens to the extent
     required by, and with priority required by, such Foreign Security
     Documents, shall have been filed, registered or recorded or delivered to
     the Collateral Agent for filing, registration or recording;

          (c) such Foreign Subsidiary Borrower and its subsidiaries shall become
     a guarantor of the obligations under the Loan Documents of other Foreign
     Subsidiary Borrowers, if any, under a guarantee agreement reasonably
     acceptable to the Collateral Agent, in either case duly executed and
     delivered on behalf of such Foreign Subsidiary Borrower and such
     subsidiaries, except that such guarantee shall not be required if the
     Collateral Agent shall determine in its reasonable discretion, after
     consultation with the Parent Borrower, that the benefits of such a
     guarantee are limited and such limited benefits are not justified in
     relation to the burdens imposed by such guarantee on the Parent Borrower
     and its Subsidiaries; and

          (d) such Foreign Subsidiary Borrower shall have obtained all consents
     and approvals required to be obtained by it in connection with the
     execution of such For-


<PAGE>
                                      -22-


     eign Security Documents, the performance and obligations thereunder and the
     granting by it of the Liens thereunder.

     "Foreign Security Documents" means any agreement or instrument entered into
by any Foreign Subsidiary Borrower that is reasonably requested by the
Collateral Agent providing for a Lien over the assets (including shares of other
Subsidiaries) of such Foreign Subsidiary Borrower.

     "Foreign Subsidiary" means any Subsidiary that is organized under the laws
of a jurisdiction other than the United States of America or any State thereof
or the District of Columbia.

     "Foreign Subsidiary Borrowers" means any wholly owned Foreign Subsidiary of
the Parent Borrower organized under the laws of England and Wales, any member
nation of the European Union or any other nation in Europe reasonably acceptable
to the Collateral Agent that becomes a party to this Agreement pursuant to
Section 2.21.

     "Foreign Subsidiary Borrowing Agreement" means an agreement substantially
in the form of Exhibit E.

     "GAAP" means generally accepted accounting principles in the United States
of America.

     "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

     "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; provided, that


<PAGE>
                                      -23-


the term Guarantee shall not include endorsements for collection or deposit in
the ordinary course of business.

     "Guarantee Agreement" means the Guarantee Agreement, substantially in the
form of Exhibit F, made by Holdings, the Parent Borrower and the Subsidiary Loan
Parties party thereto in favor of the Collateral Agent for the benefit of the
Secured Parties.

     "Hazardous Materials" means all explosive, radioactive, hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

     "Heartland" means Heartland Industrial Partners, L.P., a Delaware limited
partnership.

     "Heartland Management Agreement" means the monitoring agreement dated as of
the Effective Date between Heartland and Holdings.

     "Hedging Agreement" means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

     "High Usage Period" means any day that the unused amount of Revolving
Commitments is less than 50% of the Revolving Commitments.

     "HIP Co-Investor" means a shareholder of Holdings that is a limited
partner, or an Affiliate of a limited partner, in Heartland or in any other fund
or investment vehicle established or managed by Heartland or an Affiliate of
Heartland and shall in any event include those Persons constituting HIP
Co-Investors under the Shareholder Agreement on the Effective Date.

     "Holdings" means MascoTech, Inc., a Delaware corporation.

     "Holdings Preferred Dividends" means (a) dividend payments due in respect
of the Holdings Preferred Stock pursuant to Article 4(c)(2) of Holdings'
Certificate of Designation and (b) any cash dividend payments in respect of any
Qualified Holdings Preferred Stock.

     "Holdings Preferred Stock" means the Series A Preferred Stock issued by
Holdings, having an aggregate liquidation value of $36,100,100 and the other
terms specified in Holdings' Certificate of Incorporation.


<PAGE>
                                      -24-


     "Incremental Lenders" means (a) on any Incremental Term Loan Activation
Date, the Lenders signatory to the Incremental Term Loan Activation Notice and
(b) thereafter, each Lender that has made, or acquired pursuant to an assignment
made pursuant to Section 10.04, an Incremental Term Loan.

     "Incremental Maturity Date" means, as to the Incremental Term Loans to be
made pursuant to any Incremental Term Loan Activation Notice, the maturity date
specified in such Incremental Term Loan Activation Notice, which date shall be a
date at least 91 days after the Tranche B Maturity Date.

     "Incremental Term Loan Activation Date" means each date, which shall be a
Business Day on or before the Incremental Term Loan Termination Date, on which
any Lender shall execute and deliver to the Administrative Agent an Incremental
Term Loan Activation Notice pursuant to Section 2.01(b).

     "Incremental Term Loan Activation Notice" means a notice substantially in
the form of Exhibit G.

     "Incremental Term Loan Amount" means, as to each Incremental Lender, on and
after the effectiveness of any Incremental Term Loan Activation Notice, the
obligation of such Incremental Lender to make Incremental Term Loans hereunder
in a principal amount equal to the amount set forth under the heading
"Incremental Term Loan Amount" opposite such Incremental Lender's name on such
Incremental Term Loan Activation Notice.

     "Incremental Term Loan Effective Date" means each date, which shall be a
Business Day on or before the Incremental Term Loan Termination Date, designated
as such in an Incremental Term Loan Activation Notice.

     "Incremental Term Loans" means a Loan made pursuant to clause (b) of
Section 2.01.

     "Incremental Term Loan Termination Date" means the Tranche B Maturity Date.

     "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to advances of any
kind, (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c) all obligations of such Person upon which interest
charges are customarily paid, (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property
acquired by such Person, (e) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (f) all Indebtedness of
others secured by (or for which the holder of such Indebted-


<PAGE>
                                      -25-


ness has an existing right, contingent or otherwise, to be secured by) any Lien
on property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.
Notwithstanding anything to the contrary in this paragraph, the term
"Indebtedness" shall not include (a) the Restricted Stock Obligation, (b) any
obligation in respect of the Saturn Proceeds Distribution, (c) any obligations
in respect of options or other Equity Interests held by the Pre-Merger
Stockholders to the extent surviving the Recapitalization Transactions, (d)
agreements providing for indemnification, purchase price adjustments or similar
obligations incurred or assumed in connection with the acquisition or
disposition of assets or capital stock and (e) trade payables and accrued
expenses in each case arising in the ordinary course of business.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnity, Subrogation and Contribution Agreement" means the Indemnity,
Subrogation and Contribution Agreement, substantially in the form of Exhibit H,
among the Parent Borrower, the Subsidiary Loan Parties party thereto and the
Collateral Agent. "Information Memorandum" means the Confidential Information
Memorandum dated October, 2000, relating to the Parent Borrower and the
Transactions.

     "Initial Receivables Proceeds" means the proceeds from the Permitted
Receivables Financing on the Effective Date in an amount equal to $118,500,000,
all of which will be used as part of the Intercompany Transfer.

     "Initial Revolving Borrowing" means the Revolving Borrowing on the
Effective Date not in excess of $16,000,000, all the proceeds of which will be
used as part of the Intercompany Transfer, plus such additional amounts
satisfactory to the Administrative Agent as necessary to account for increases
to Net Working Capital.

     "Intercompany Transfer" means the dividend or other intercompany
distribution on the Effective Date by the Parent Borrower (after giving effect
to applicable dividends or other distributions to the Parent Borrower from the
Subsidiary Term Borrowers) to Holdings of all of (a) the proceeds from the Term
Loan Borrowings and the Initial Revolving Borrowing and (b) the Initial
Receivables Proceeds, all of which will be used by Holdings as payment, in part,
of the Merger Consideration.


<PAGE>
                                      -26-


     "Interest Election Request" means a request by the Parent Borrower, a
Subsidiary Term Borrower or a Foreign Subsidiary Borrower, as the case may be,
to convert or continue a Revolving Borrowing or Term Borrowing in accordance
with Section 2.07.

     "Interest Payment Date" means (a) with respect to any ABR Loan (other than
a Swingline Loan), the last day of each March, June, September and December, (b)
with respect to any Eurocurrency Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurocurrency Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

     "Interest Period" means, with respect to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter (or nine or twelve months thereafter if, at the time of the relevant
Borrowing, all Lenders participating therein agree to make an interest period of
such duration available), as the Parent Borrower, a Subsidiary Term Borrower or
a Foreign Subsidiary Borrower, as the case may be, may elect; provided, that (a)
if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day and
(b) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

     "Interim Period" means the period commencing on the Effective Date and
ending on December 31, 2000.

     "Investors" means Heartland, its Affiliates and the other entities
identified by Heartland as "Investors" to the Administrative Agent prior to the
date of this Agreement.

     "IPO" means an underwritten public offering by Holdings of Equity Interests
of Holdings pursuant to a registration statement filed with the Securities and
Exchange Commission in accordance with the Securities Act of 1933.

     "Issuing Bank" means Chase, in its capacity as the issuer of Letters of
Credit hereunder, and its successors in such capacity as provided in Section
2.05(i). The Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of the Issuing Bank, including with
respect to Foreign Currency Letters of Credit, and in each


<PAGE>
                                      -27-


such case the term "Issuing Bank" shall include any such Affiliate with respect
to Letters of Credit issued by such Affiliate. In the event that there is more
than one Issuing Bank at any time, references herein and in the other Loan
Documents to the Issuing Bank shall be deemed to refer to the Issuing Bank in
respect of the applicable Letter of Credit or to all Issuing Banks, as the
context requires. Notwithstanding the foregoing, each institution listed in
Schedule 1.01(a) shall be deemed to be an Issuing Bank with respect to the
Existing Letters of Credit issued by it.

     "Judgment Currency" has the meaning set forth in Section 10.14.

     "Judgment Currency Conversion Date" has the meaning set forth in Section
10.14.

     "LC Disbursement" means a payment made by the Issuing Bank pursuant to a
Letter of Credit.

     "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Parent Borrower or the Foreign Subsidiary Borrowers, as the case may be,
at such time. The LC Exposure of any Revolving Lender at any time shall be its
Applicable Percentage of the total LC Exposure at such time.

     "LC Reserve Account" has the meaning set forth in Section 9.02(a).

     "Lender Affiliate" means, (a) with respect to any Lender, (i) an Affiliate
of such Lender or (ii) any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by a Lender or an Affiliate of such
Lender and (b) with respect to any Lender that is a fund that invests in bank
loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.

     "Lenders" means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to an Assignment and Acceptance
or an Incremental Term Loan Activation Notice, as the case may be, other than
any such Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance. Unless the context otherwise requires, the term "Lenders" includes
the Swingline Lender.


<PAGE>
                                      -28-


     "Letter of Credit" means any letter of credit issued pursuant to this
Agreement. Each Existing Letter of Credit shall be deemed to constitute a Letter
of Credit issued hereunder on the Effective Date for all purposes of the Loan
Documents.

     "Leverage Ratio" means, on any date, the ratio of (a) Total Indebtedness as
of such date to (b) Consolidated EBITDA for the period of four consecutive
fiscal quarters of Holdings ended on such date (or, if such date is not the last
day of a fiscal quarter, ended on the last day of the fiscal quarter of Holdings
most recently ended prior to such date for which financial statements are
available). If the Parent Borrower or any Subsidiary has made any Permitted
Acquisition or any sale, transfer, lease or other disposition of assets outside
of the ordinary course of business permitted by Section 6.05 during the relevant
period for determining the Leverage Ratio, Consolidated EBITDA for the relevant
period shall be calculated only for purposes of determining Leverage Ratio after
giving pro forma effect thereto, as if such Permitted Acquisition or sale,
transfer, lease or other disposition of assets (and, in each case, any related
incurrence, repayment or assumption of Indebtedness, with any new Indebtedness
being deemed to be amortized over the relevant period in accordance with its
terms, and assuming that any Revolving Loans borrowed in connection with such
acquisition are repaid with excess cash balances when available) had occurred on
the first day of the relevant period for determining Consolidated EBITDA. Any
such pro forma calculations may include operating and other expense reductions
and other adjustments for such period resulting from any Permitted Acquisition
that is being given pro forma effect to the extent that such operating and other
expense reductions and other adjustments would be permitted pursuant to Article
XI of Regulation S-X under the Securities Act of 1933.

     "LIBO Rate" means, with respect to any Eurocurrency Borrowing (other than
such Borrowings denominated in a Foreign Currency) for any Interest Period, the
rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor
or substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period. With respect to Eurocurrency Borrowings denominated in a
Foreign Currency, the LIBO Rate for any Interest Period shall be determined by
the Administrative Agent at approximately 11:00 a.m., London time, on the
Quotation Day for such Interest Period by reference to the British Bankers'
Association Interest Settlement Rates for deposits in the currency of such
Borrowing (as reflected on the applicable Telerate screen) for a period equal to
such Interest Period. In the event that such rate is not available at such time
for any reason, then the "LIBO Rate" with respect to such Eurocurrency Borrowing
for such Interest Period shall be the rate at which deposits in the applicable
currency for the Dollar Equivalent of $5,000,000 and for a maturity comparable

<PAGE>
                                      -29-


to such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

     "Lien" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.

     "Loan Documents" means this Agreement and the Security Documents.

     "Loan Parties" means Holdings, the Parent Borrower, the Subsidiary Term
Borrowers, the Foreign Subsidiary Borrowers and the other Subsidiary Loan
Parties.

     "Loans" means the loans made by the Lenders to the Parent Borrower, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers pursuant to this
Agreement.

     "Long-Term Indebtedness" means any Indebtedness that, in accordance with
GAAP, constitutes (or, when incurred, constituted) a long-term liability,
including the current portion of any Long-Term Indebtedness.

     "Low Usage Period" means any day that does not fall within a High Usage
Period.

     "Margin Stock" shall have the meaning assigned to such term in Regulation
U.

     "Masco" means Masco Corporation, a Delaware corporation, or any successor
thereto.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, properties, assets, financial condition, contingent or
otherwise, or material agreements of Holdings, the Parent Borrower and the
Subsidiaries (including the Receivables Subsidiary), taken as a whole (it being
understood that any effect on the business, operations, properties, assets,
financial condition, contingent or otherwise or material agreements of Holdings,
the Parent Borrower and the Subsidiaries (including the Receivables Subsidiary)
resulting from the Asset Dropdown will not constitute a material adverse effect
for purposes of this clause (a)), (b) the ability of any Loan Party in any
material respect to perform any of its obligations under any Loan Document or
(c) the rights of or benefits available to the Lenders under any Loan Document.


<PAGE>
                                      -30-


     "Material Agreements" means (a) any agreements or instruments relating to
Material Indebtedness and (b) the Heartland Management Agreement.

     "Material Indebtedness" means (a) Indebtedness in respect of the
Shareholder Loan Agreement, Convertible Debentures, the Additional Acquisition
Indebtedness, the Permitted Subordinated Indebtedness and the Specified
Unsecured Indebtedness, (b) obligations in respect of the Permitted Receivables
Financing and (c) any other Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedging Agreements, of any one
or more of Holdings, the Parent Borrower and its Subsidiaries evidencing an
aggregate outstanding principal amount exceeding $15,000,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
Holdings, the Parent Borrower or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that Holdings, the Parent Borrower or such Subsidiary
would be required to pay if such Hedging Agreement were terminated at such time.

     "Merger" means the merger of Merger Subsidiary with and into Holdings, with
Holdings being the surviving entity as contemplated by the Recapitalization
Agreement.

     "Merger Consideration" means the cash payment on the Effective Date to the
Pre-Merger Stockholders in accordance with the Recapitalization Agreement in an
amount not exceeding $609,200,000.

     "Merger Subsidiary" means Riverside Acquisition Corporation, a Delaware
corporation, all the Equity Interests of which are owned by Heartland, its
Affiliate and the other Investors.

     "Moody's" means Moody's Investors Service, Inc.

     "Mortgage" means a mortgage, deed of trust, assignment of leases and rents,
leasehold mortgage or other security document granting a Lien on any Mortgaged
Property to secure the Obligations. Each Mortgage shall be substantially in the
form of Exhibit I with such changes as are necessary under applicable local law.

     "Mortgaged Property" means, initially, each parcel of real property and the
improvements thereto owned by a Loan Party and identified on Schedule 1.01(a),
and includes each other parcel of real property and improvements thereto with
respect to which a Mortgage is granted pursuant to Section 5.12 or 5.13.

     "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.


<PAGE>
                                      -31-


     "Net Proceeds" means, with respect to any event (a) the cash proceeds
received in respect of such event including (i) any cash received in respect of
any noncash proceeds, but only as and when received, (ii) in the case of a
casualty, insurance proceeds in excess of $1,000,000 (excluding proceeds arising
from the Compac Event), and (iii) in the case of a condemnation or similar
event, condemnation awards and similar payments, net of (b) the sum of (i) all
reasonable fees and out-of-pocket expenses paid by Holdings, the Parent Borrower
and the Subsidiaries to third parties (other than Affiliates) in connection with
such event, (ii) in the case of a sale, transfer or other disposition of an
asset (including pursuant to a sale and leaseback transaction or a casualty or a
condemnation or similar proceeding), the amount of all payments required to be
made by Holdings, the Parent Borrower and the Subsidiaries as a result of such
event to repay Indebtedness (other than Loans) secured by such asset or
otherwise subject to mandatory prepayment as a result of such event, and (iii)
the amount of all Taxes paid (or reasonably estimated to be payable) by
Holdings, the Parent Borrower and the Subsidiaries, and the amount of any
reserves established by Holdings, the Parent Borrower and the Subsidiaries to
fund contingent liabilities reasonably estimated to be payable, in each case
during the 24-month period immediately following such event and that are
directly attributable to such event (as determined reasonably and in good faith
by the chief financial officer of Holdings or the Parent Borrower) to the extent
such liabilities are actually paid within such applicable time periods.
Notwithstanding anything to the contrary set forth above, the proceeds of any
sale, transfer or other disposition of receivables (or any interest therein)
pursuant to any Permitted Receivables Financing shall not be deemed to
constitute Net Proceeds.

     "Net Working Capital" means, at any date, (a) the consolidated current
assets of Holdings, the Parent Borrower and its consolidated Subsidiaries
(including the Receivables Subsidiary) as of such date (excluding cash and
Permitted Investments) minus (b) the consolidated current liabilities of
Holdings, the Parent Borrower and its consolidated Subsidiaries (including the
Receivables Subsidiary) as of such date (excluding current liabilities in
respect of Indebtedness). Net Working Capital at any date may be a positive or
negative number. Net Working Capital increases when it becomes more positive or
less negative and decreases when it becomes less positive or more negative.

     "Obligations" has the meaning assigned to such term in the Security
Agreement.

     "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies imposed by any Governmental Authority arising from any payment made under
any Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, any Loan Document, other than Excluded Taxes.


<PAGE>
                                      -32-


     "Parent Borrower" means Metalync Company LLC, a Delaware limited liability
company.

     "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

     "Perfection Certificate" means a certificate in the form of Annex I to the
Security Agreement or any other form approved by the Collateral Agent.

     "Permitted Acquisition" means any acquisition, whether by purchase, merger,
consolidation or otherwise, by the Parent Borrower or a Subsidiary of all or
substantially all the assets of, or all the Equity Interests in, a Person or a
division, line of business or other business unit of a Person so long as (a)
such acquisition shall not have been preceded by a tender offer that has not
been approved or otherwise recommended by the board of directors of such Person,
(b) such assets are to be used in, or such Person so acquired is engaged in, as
the case may be, a business of the type conducted by the Parent Borrower and its
Subsidiaries on the date of execution of this Agreement or in a business
reasonably related thereto, (c) such acquisition shall be financed with proceeds
from (i) Revolving Loans (subject to Section 6.01(a)(i)), Incremental Term
Loans, Additional Acquisition Indebtedness and/or Specified Permitted Unsecured
Indebtedness and/or Qualified Holdings Preferred Stock issued and outstanding
pursuant to clause (b) of the definition of Qualified Holdings Preferred Stock,
(ii) the issuance of Equity Interests by Holdings, (iii) Excess Cash Flow not
required to be used to prepay Term Loans pursuant to Section 2.11(e) or (iv) any
combination thereof and (d) immediately after giving effect thereto, (i) no
Default has occurred and is continuing or would result therefrom, (ii) all
transactions related thereto are consummated in all material respects in
accordance with applicable laws, (iii) all the Equity Interests (other than
Assumed Preferred Stock) of each Subsidiary formed for the purpose of or
resulting from such acquisition shall be owned directly by the Parent Borrower
or a Subsidiary and all actions required to be taken under Sections 5.12 and
5.13 have been taken, (iv) Holdings, the Parent Borrower and its Subsidiaries
are in compliance, on a pro forma basis after giving effect to such acquisition,
with the covenants contained in Sections 6.13 and 6.14 recomputed as at the last
day of the most recently ended fiscal quarter of Holdings for which financial
statements are available, as if such acquisition (and any related incurrence or
repayment of Indebtedness) had occurred on the first day of each relevant period
for testing such compliance (provided that any acquisition that occurs prior to
the first testing period under such Sections shall be deemed to have occurred
during such first testing period), (v) any Indebtedness or any preferred stock
that is incurred, acquired or assumed in connection with such acquisition shall
be in compliance with Section 6.01 and (vi) the Parent Borrower has delivered to
the Administrative Agent an officers' certificate to the effect set forth in
clauses (a), (b), (c) and (d)(i) through (vi) above, together with all relevant
financial information for the Person or assets to be acquired.


<PAGE>
                                      -33-


     "Permitted Acquisition Amount" means $50,000,000, provided, however, that
such amount shall be increased to $75,000,000 on any date that the following
conditions are satisfied: (a) the Parent Borrower has received net proceeds in
aggregate amount equal to or greater than $205,000,000 (i) from issuances of
Permitted Subordinated Indebtedness or (ii) resulting from issuances of Equity
Interests by Holdings or capital contributions to Holdings, (b) the Parent
Borrower has caused the entire amount of such proceeds not to exceed
$205,000,000 to be (i) deposited in the Debenture Account or (ii) applied to
redeem, convert, repurchase, repay, defease or otherwise retire Convertible
Debentures as permitted by Sections 5.15 and 6.12 and (c) the aggregate face
amount of all Convertible Debentures outstanding on such date (plus any accrued
interest thereon) is equal to or less than the sum of (i) the aggregate amount
of Shareholder Loans that may be borrowed on such date under the Shareholder
Loan Agreement and (ii) the aggregate amount held on such date in the Debenture
Account. Any Revolving Borrowing used to finance a Permitted Acquisition shall
be deemed to have been applied against the Permitted Acquisition Amount by the
amount of such Revolving Borrowing, without regard to any subsequent repayment
of such amount, unless the Parent Borrower notifies the Administrative Agent on
or prior to the date such Permitted Acquisition is consummated that it intends
to repay such Revolving Borrowing within 90 days of such Permitted Acquisition
with the proceeds of (i) any Additional Acquisition Indebtedness, (ii) any
Specified Permitted Unsecured Indebtedness, (iii) any Permitted Receivables
Financing, (iv) any Acquisition Lease Financing, (v) any Qualified Holdings
Preferred Stock or (vi) any issuance of Equity Interests by Holdings, and such
Revolving Borrowing is so repaid with such proceeds within such 90-day period.

     "Permitted Capital Expenditure Amount" means (a) with respect to the
Interim Period, $30,000,000 and (b) with respect to any fiscal year thereafter,
the sum of (i) the Base Amount for such fiscal year as specified below, (ii) 20%
of Acquired Assets (the "Acquired Assets Amount") and (iii) for each fiscal year
after any Acquired Assets Amount are initially included in clause (ii) above, 5%
of such Acquired Assets Amount, calculated on a cumulative basis.

               Fiscal Year Ended                      Base Amount
               -----------------                      -----------
                     2001                            $120,000,000
                     2002                            $115,000,000
                     2003                            $100,000,000
                     2004                            $110,000,000
                     2005                            $115,000,000
                     2006                            $125,000,000
                     2007                            $130,000,000
                     2008                            $140,000,000


<PAGE>
                                      -34-


     "Permitted Debenture Purchases" has the meaning assigned to such term in
Section 6.12(a).

     "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes that are not yet due or are being
     contested in compliance with Section 5.05;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     and other like Liens imposed by law, arising in the ordinary course of
     business and securing obligations that are not overdue by more than 30 days
     or are being contested in compliance with Section 5.05;

          (c) pledges and deposits made in the ordinary course of business in
     compliance with workers' compensation, unemployment insurance and other
     social security laws or regulations;

          (d) deposits to secure the performance of bids, trade contracts,
     leases, statutory obligations, surety and appeal bonds, performance bonds
     and other obligations of a like nature, in each case in the ordinary course
     of business;

          (e) judgment Liens in respect of judgments that do not constitute an
     Event of Default under clause (k) of Article VII;

          (f) easements, zoning restrictions, rights-of-way and similar
     encumbrances on real property imposed by law or arising in the ordinary
     course of business that do not secure any monetary obligations and do not
     materially detract from the value of the affected property or interfere
     with the ordinary conduct of business of the Parent Borrower or any
     Subsidiary;

          (g) ground leases in respect of real property on which facilities
     owned or leased by the Parent Borrower or any of the Subsidiaries are
     located, other than any Mortgaged Property;

          (h) Liens in favor or customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods in the ordinary course of business;

          (i) Leases or subleases granted to other Persons and not interfering
     in any material respect with the business of Holdings, the Parent Borrower
     and the Subsidiaries, taken as a whole;


<PAGE>
                                      -35-


          (j) banker's liens, rights of set-off or similar rights, in each case
     arising by operation of law; and

          (k) Liens in favor of a landlord on leasehold improvements in leased
     premises;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

     "Permitted Investments" means:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within one year from the
     date of acquisition thereof and having, at such date of acquisition, the
     highest credit rating obtainable from S&P or from Moody's;

          (c) investments in certificates of deposit, banker's acceptances and
     time deposits maturing within one year from the date of acquisition thereof
     issued or guaranteed by or placed with, and money market deposit accounts
     issued or offered by, any domestic office of any commercial bank organized
     under the laws of the United States of America or any State thereof which
     has a combined capital and surplus and undivided profits of not less than
     $500,000,000;

          (d) fully collateralized repurchase agreements with a term of not more
     than 30 days for securities described in clause (a) above and entered into
     with a financial institution satisfying the criteria described in clause
     (c) above;

          (e) securities issued by any state of the United States of America or
     any political subdivision of any such state or any public instrumentality
     thereof having maturities of not more than six months from the date of
     acquisition thereof and, at the time of acquisition, having the highest
     credit rating obtainable from S&P or from Moody's;

          (f) securities issued by any foreign government or any political
     subdivision of any foreign government or any public instrumentality thereof
     having maturities of not more than six months from the date of acquisition
     thereof and, at the time of acquisition, having the highest credit rating
     obtainable from S&P or from Moody's;


<PAGE>
                                      -36-


          (g) investments of the quality as those identified on Schedule 6.04 as
     "Qualified Foreign Investments" made in the ordinary course of business;

          (h) cash; and

          (i) investments in funds that invest solely in one or more types of
     securities described in clauses (a), (e) and (f) above.

     "Permitted Receivables Documents" means the Receivable Purchase Agreement,
the Receivables Transfer Agreement and all other documents and agreements
relating to the Permitted Receivables Financing.

     "Permitted Receivables Financing" means (a) the sale by the Parent Borrower
and certain Subsidiaries (other than Foreign Subsidiaries) of accounts
receivable to the Receivables Subsidiary pursuant to the Receivables Sale
Agreement and (b) the sale of such accounts receivable (or participations
therein) by the Receivables Subsidiary to certain purchasers pursuant to the
Receivables Transfer Agreement, provided that the aggregate net investment of
the purchasers under the Receivables Transfer Agreement in such accounts
receivables so sold by the Parent Borrower and such Subsidiaries shall not
exceed in the aggregate $250,000,000.

     "Permitted Subordinated Indebtedness" means Indebtedness of Holdings or the
Parent Borrower in an aggregate principal amount not to exceed at any time the
sum of (x) $305,000,000 and (y) the amount of any underwriting or placement
discounts, fees or commissions and other financing expenses incurred to yield
net proceeds of $305,000,000, less the liquidation value of any applicable
Qualified Holdings Preferred Stock issued and outstanding pursuant to clause (b)
of the definition of Qualified Holdings Preferred Stock, provided that (a) such
Indebtedness and any related Guarantees shall not be secured by any Lien, (b)
such Indebtedness shall be subject to subordination and intercreditor provisions
that are no more favorable to the holders or obligees thereof than the
subordination or intercreditor provisions attached hereto as Exhibit L in any
material respect, (c) the proceeds from such Indebtedness shall be used to (x)
retire, redeem, repurchase, defease or otherwise acquire or retire the
Convertible Debentures as permitted by Sections 5.15 and 6.12, (y) deposited in
the Debenture Account or (z) used to refinance any outstanding Shareholder Loans
once the Convertible Debentures have been indefeasibly paid in full, (d) such
Indebtedness shall not have any principal payments due prior to the date that is
12 months after the Tranche B Maturity Date, whether at maturity or otherwise,
except upon the occurrence of a change of control or similar event (including
asset sales), in each case so long as the provisions relating to change of
control or similar events (including asset sales) included in the governing
instrument of such Indebtedness provide that the provisions of this Agreement
must be satisfied prior to the satisfaction of such provisions of such
Indebtedness and (e) such Indebtedness bears interest at a fixed rate, which
rate shall be, in the good faith judgment of the Parent Borrower's board of

<PAGE>
                                      -37-


directors, consistent with the market at the time of issuance for similar
Indebtedness for comparable issuers or borrowers.

     "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

     "Plan" means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which the Parent Borrower or any
ERISA Affiliate is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

     "Pledge Agreement" means the Pledge Agreement, substantially in the form of
Exhibit J, among Holdings, the Parent Borrower, the Subsidiary Loan Parties
party thereto and the Collateral Agent for the benefit of the Secured Parties.

     "Pre-Merger Stockholders" means the common stockholders of Holdings and
holders of options to acquire common stock of Holdings immediately prior to the
Merger.

     "Prepayment Event" means:

          (a) any sale, transfer or other disposition (including pursuant to a
     sale and leaseback transaction) of any property or asset of Holdings, the
     Parent Borrower or any Subsidiary, other than dispositions described in
     clauses (a), (b), (c), (d), (e), (g), (h) and (i) of Section 6.05; or

          (b) any casualty or other insured damage to, or any taking under power
     of eminent domain or by condemnation or similar proceeding of, any property
     or asset of Holdings, the Parent Borrower or any Subsidiary having a book
     value or fair market value in excess of $1,000,000 (other than damage
     arising from the Compac Event), but only to the extent that the Net
     Proceeds therefrom have not been applied to repair, restore or replace such
     property or asset within 365 days after such event; or

          (c) the incurrence by Holdings, the Parent Borrower or any Subsidiary
     of any Indebtedness, other than Indebtedness permitted by Section 6.01(a);

provided that, in no event shall the sale, transfer or other disposition of the
Saturn Subsidiary or the Saturn Sale constitute a Prepayment Event.

     "Prime Rate" means the rate of interest per annum publicly announced from
time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in


<PAGE>
                                      -38-


New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

     "Qualified Holding's Preferred Stock" means any preferred capital stock or
preferred equity interest of Holdings (a) (i) that does not provide for any cash
dividend payments or other cash distributions in respect thereof prior to the
Tranche B Term Loan Maturity Date and (ii) that by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable or
exercisable) or upon the happening of any event does not (A) (x) mature or
become mandatorily redeemable pursuant to a sinking fund obligation or
otherwise; (y) become convertible or exchangeable at the option of the holder
thereof for Indebtedness or preferred stock that is not Qualified Holdings
Preferred Stock; or (z) become redeemable at the option of the holder thereof
(other than as a result of a change of control event), in whole or in part, in
each case on or prior to the first anniversary of the Tranche B Term Loan
Maturity Date and (B) provide holders thereunder with any rights upon the
occurrence of a "change of control" event prior to the repayment of the
Obligations under the Loan Documents or (b) with respect to which Holdings has
delivered a notice to the Administrative Agent that it has issued preferred
stock or preferred equity interest in lieu of incurring Indebtedness otherwise
permitted by clauses (vi), (vii) or (xv) under Section 6.01(a) and, in the case
of clause (vi), whether such preferred stock or preferred equity interest
relates to Specified Permitted Unsecured Indebtedness or Permitted Subordinated
Indebtedness, with such notice specifying the applicable clause; provided that
(i) the aggregate liquidation value of all such preferred stock or preferred
equity interest issued pursuant to this clause (b) shall not exceed at any time
the dollar limitation specified in such applicable clause, less the aggregate
principal amount of Indebtedness outstanding pursuant to such paragraph and (ii)
the terms of such preferred stock or preferred equity interests (x) shall
provide that upon a default thereof, the remedies of the holders thereof shall
be limited to the right to additional representation on the board of directors
of Holdings and (y) shall otherwise be no less favorable to the Lenders, in the
aggregate, than the terms of any Indebtedness that may be incurred pursuant to
such paragraph.

     "Quotation Day" means, with respect to any Eurocurrency Borrowing
denominated in a Foreign Currency and any Interest Period, the day on which it
is market practice in the relevant interbank market for prime banks to give
quotations for deposits in the currency of such Borrowing for delivery on the
first day of such Interest Period. If such quotations would normally be given by
prime banks on more than one day, the Quotation Day will be the last of such
days.

     "Recapitalization" means the recapitalization of Holdings effected pursuant
to the Merger as contemplated by the Recapitalization Agreement.


<PAGE>
                                      -39-


     "Recapitalization Agreement" means the Recapitalization Agreement dated as
of August 1, 2000, between Holdings and Merger Subsidiary, as amended.

     "Recapitalization Documents" means the Recapitalization Agreement and the
other agreements and documents relating to the Recapitalization Transactions.

     "Recapitalization Transactions" means (a) the Recapitalization, (b) the
Specified Asset Sales, (c) the Saturn Sale, (d) the Asset Dropdown, (e) the
Restricted Stock Award and the performance of the Restricted Stock Obligation,
(f) the Intercompany Transfer, (g) the payment of the Merger Consideration and
the Saturn Proceeds Distribution, (h) the issuance of the Holdings Preferred
Stock to Masco, (i) the repayment of the Repaid Indebtedness, (j) the Equity
Rollover, (k) the execution of the Shareholder Loan Agreement by the parties
thereto and (1) the other transactions contemplated by the Recapitalization
Agreement.

     "Receivables Purchase Agreement" means (a) the Receivables Purchase
Agreement dated as of November 28, 2000 among the Receivables Subsidiary,
Holdings, the Parent Borrower and the Subsidiaries party thereto, related to the
Permitted Receivables Financing, as may be amended, supplemented or otherwise
modified to the extent permitted by Section 6.11 and (b) any agreement replacing
such Receivables Purchase Agreement, provided that such replacing agreement
contains terms that are substantially similar to such Receivables Purchase
Agreement and that are otherwise no more adverse to the Lenders than the
applicable terms of such Receivables Purchase Agreement.

     "Receivables Subsidiary" means MTSPC, Inc., a Delaware corporation.

     "Receivables Transfer Agreement" means (a) the Receivables Transfer
Agreement dated as of November 28, 2000, among the Receivables Subsidiary,
Holdings and the purchasers party thereto, relating to the Permitted Receivables
Financing, as may be amended, supplemented or otherwise modified to the extent
permitted by Section 6.11 and (b) any agreement replacing such Receivables
Transfer Agreement, provided that such replacing agreement contains terms that
are substantially similar to such Receivables Transfer Agreement and that are
otherwise no more adverse to the Lenders than the applicable terms of such
Receivables Transfer Agreement.

     "Register" has the meaning set forth in Section 10.04.

     "Regulation U" shall mean Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation X" shall mean Regulation X of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.


<PAGE>
                                      -40-


     "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

     "Release" means any release, spill, emission, leaking, dumping, injection,
pouring, deposit, disposal, discharge, dispersal, leaching or migration into or
through the environment (including ambient air, surface water, groundwater, land
surface or subsurface strata) or within any building, structure, facility or
fixture. "Repaid Indebtedness" has the meaning set forth in Section 4.01(k).

     "Required Lenders" means, at any time, Lenders having Revolving Exposures,
Term Loans and unused Commitments representing more than 50% of the sum of the
total Revolving Exposures, outstanding Term Loans and unused Commitments at such
time.

     "Restricted Indebtedness" means Indebtedness of Holdings, the Parent
Borrower or any Subsidiary, the payment, prepayment, redemption, repurchase or
defeasance of which is restricted under Section 6.08(b).

     "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Equity Interests in
Holdings, the Parent Borrower or any Subsidiary (including the Receivables
Subsidiary), or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancelation or termination of any Equity
Interests in Holdings, the Parent Borrower or any Subsidiary (including the
Receivables Subsidiary) or any option, warrant or other right to acquire any
such Equity Interests in Holdings, the Parent Borrower or any Subsidiary
(including the Receivables Subsidiary).

     "Restricted Stock Award" means the granting on the Effective Date of new
restricted stock awards (including phantom restricted stock awards) of Holdings,
having the terms set forth in the Recapitalization Agreement in substitution of
restricted stock awards (including phantom restricted stock awards) of Holdings
existing immediately prior to the Effective Date.

     "Restricted Stock Obligation" means the obligation following the Effective
Date of Holdings to make deferred cash payments in an aggregate amount not to
exceed $47,500,000 over a 38 month period, plus (i) any accretion thereto and
(ii) any deferred payments required to be made in connection with the Saturn
Sale, in each case in accordance with the Recapitalization Agreement following
the Effective Date, pursuant to the terms of the new restricted stock granted
pursuant to the Restricted Stock Award.


<PAGE>
                                      -41-


     "Revolving Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Revolving Maturity Date and
the date of termination of the Revolving Commitments.

     "Revolving Commitment" means, with respect to each Lender, the commitment,
if any, of such Lender to make Revolving Loans, including Foreign Currency
Loans, and to acquire participations in Letters of Credit, including Foreign
Currency Letters of Credit and Swingline Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Exposure,
including Foreign Currency Exposure, hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.08 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 10.04. The initial amount of each Lender's Revolving Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Revolving Commitment, as applicable. The
initial aggregate amount of the Lenders' Revolving Commitments is $300,000,000.

     "Revolving Exposure" means, with respect to any Lender at any time, the sum
of the outstanding principal amount of such Lender's Revolving Loans and its LC
Exposure and Swingline Exposure at such time.

     "Revolving Lender" means a Lender with a Revolving Commitment or, if the
Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

     "Revolving Loan" means a Loan made pursuant to clause (iii) of Section
2.01(a).

     "Revolving Maturity Date" means May 28, 2007, or, if such day is not a
Business Day, the first Business Day thereafter.

     "S&P" means Standard & Poor's.

     "Saturn" means Saturn Electronics and Engineering Inc. or any successor
thereto by merger or otherwise.

     "Saturn Proceeds Distribution" means the cash payments to be made as a
result of any Saturn Sale in an amount based upon the net proceeds resulting
from the Saturn Sale and determined in accordance with and pursuant to the
Recapitalization Agreement.

     "Saturn Sale" means one or more sales by the Saturn Subsidiary of any
Equity Interests (or other property received in respect thereof) in Saturn.


<PAGE>
                                      -42-


     "Saturn Subsidiary" means a special purpose wholly owned subsidiary of
Holdings which will hold any Equity Interests (or other property received in
respect thereof) in Saturn pending the completion of the Saturn Sale and any
other special purpose wholly owned subsidiary of Holdings that holds any
proceeds from the Saturn Sale not required to be paid to Pre-Merger Stockholders
or on account of taxes from any Saturn Sale.

     "Secured Parties" has the meaning assigned to such term in the Security
Agreement.

     "Security Agreement" means the Security Agreement, substantially in the
form of Exhibit K, among Holdings, the Parent Borrower, the Subsidiary Loan
Parties party thereto and the Collateral Agent for the benefit of the Secured
Parties.

     "Security Documents" means the Security Agreement, the Pledge Agreement,
the Mortgages, the Guarantee Agreement, the Indemnity, Subrogation and
Contribution Agreement, the Collateral Assignment, each Foreign Security
Document entered into pursuant to Section 2.21 and Section 4.03 and each other
security agreement or other instrument or document executed and delivered
pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

     "Shareholder Agreement" means the Shareholders Agreement dated as of
November 28, 2000, among Holdings, Heartland and the other parties thereto, as
amended from time to time.

     "Shareholder Loans" means the unsecured, unguaranteed, subordinated loans
in aggregate principal amount of up to $100,000,000 that may be made by Masco to
Holdings pursuant to and in accordance with the Shareholder Loan Agreement.

     "Shareholder Loan Agreement" means the Subordinated Loan Agreement dated as
of November 28, 2000 between Masco and Holdings, as amended from time to time in
accordance with this Agreement.

     "Specified Acquired Property" means any property, real or personal, (a)
that is acquired pursuant to a Permitted Acquisition or (b) that is owned by the
Parent Borrower or any Subsidiary immediately prior to such Permitted
Acquisition and that is combined with any such acquired property for purposes of
any Acquisition Lease Financing, provided that the fair value of the property
described in this clause (b) shall not exceed in the aggregate during the term
of this Agreement, $25,000,000.

     "Specified Asset Sale Proceeds" means the net proceeds from the Specified
Asset Sales, in an amount not less than $123,800,000.


<PAGE>
                                      -43-


     "Specified Asset Sales" means the sale by Holdings of its equity
investments in the Specified Assets.

     "Specified Assets" means Advanced Accessories Systems LLC, Titan
International Inc., Delco Remy International Inc., MSX International Inc.,
Innovative Coatings Technology, Inc., Qualitor, Inc. and Tower Automotive Inc.

     "Specified Cash" means the cash held by Holdings on the Effective Date in
an amount equal to $3,700,000.

     "Specified Obligations" means Obligations consisting of the principal and
interest on Loans, reimbursement obligations in respect of LC Disbursements and
fees.

     "Specified Permitted Unsecured Indebtedness" means Indebtedness of
Holdings, the Parent Borrower or, in the case of assumed Indebtedness described
in clause (c)(i) below only, a Person that becomes a Subsidiary Loan Party upon
completion of the applicable Permitted Acquisition in an aggregate principal
amount not to exceed at any time $250,000,000, less the aggregate principal
amount of Incremental Term Loans borrowed hereunder and less the liquidation
value of any applicable Qualified Holdings Preferred Stock issued and
outstanding pursuant to clause (b) of the definition of Qualified Holdings
Preferred Stock, provided that (a) such Indebtedness and any related Guarantees
shall not be secured by any Lien, (b) to the extent such Indebtedness is
subordinated, the subordination and intercreditor provisions of such
Indebtedness are no more favorable to the holders or obligees thereof than the
subordination or intercreditor provisions attached hereto as Exhibit L in any
material respect, (c) (i) such Indebtedness is assumed by virtue of consummation
of a Permitted Acquisition or (ii) the proceeds from such Indebtedness shall be
used only for Permitted Acquisitions or, pursuant to Section 2.11(e), to repay
then outstanding Incremental Term Loans and to pay fees and expenses related to
the foregoing, (d) such Indebtedness shall not have any principal payments due
prior to the date that is 12 months after the Tranche B Maturity Date, whether
at maturity or otherwise, except upon the occurrence of a change of control or
similar event (including asset sales), in each case so long as the provisions
relating to change of control or similar events (including asset sales) included
in the governing instrument of such Indebtedness provide that the provisions of
this Agreement must be satisfied prior to the satisfaction of such provisions of
such Indebtedness, (e) such Indebtedness bears interest at a fixed rate, which
rate shall be, in the good faith judgment of the Parent Borrower's board of
directors, consistent with the market at the time of incurrence for similar
Indebtedness for comparable issuers or borrowers and (f) after giving effect to
the incurrence of such Indebtedness and the use of proceeds thereof as described
in clause (c) above, (i) the Leverage Ratio shall be less than the lower of (A)
the applicable ratio that Holdings and the Parent Borrower are obligated to
maintain at such time pursuant to Section 6.14 minus 0.50 (with any such
incurrence that occurs prior to the first testing period under such Section
being


<PAGE>
                                      -44-


deemed to have occurred during such first testing period) and (B) 4.25 to 1.00
and (ii) no Default or Event of Default shall have occurred and be continuing.
In the case of any assumed Indebtedness described in clause (c)(i) above only,
Specified Permitted Unsecured Indebtedness shall include the Indebtedness
incurred pursuant to any refinancing, refunding, renewal or extension of any
such Indebtedness, provided that, (i) the principal amount of any such
Indebtedness is not increased above the principal amount thereof outstanding
immediately prior to such refinancing, refunding, renewal or extension, (ii) the
direct and contingent obligors with respect to such Indebtedness are not
changed, (iii) the Indebtedness incurred pursuant to such refinancing,
refunding, renewal or extension satisfies the requirements of clauses (a), (b),
(d), (e) and (f) above and (iv) the terms of the Indebtedness incurred pursuant
to such refinancing, refunding, renewal or extension shall otherwise be no less
favorable to the Lenders, in the aggregate, than the terms of such assumed
Indebtedness, provided further, that for purposes of the defined term "Specified
Prepayment Event", such Additional Acquisition Indebtedness shall not be deemed
to be incurred.

     "Specified Prepayment Event" means:

          (a) the incurrence by Holdings or the Parent Borrower of any
     Additional Acquisition Indebtedness or any Specified Permitted Unsecured
     Indebtedness; or

          (b) any sale, transfer or other disposition constituting an
     Acquisition Lease Financing.

     "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board (or in the case of Foreign Currency Borrowings, the
applicable Governmental Authority) to which the Administrative Agent is subject
(a) with respect to the Base CD Rate, for new negotiable nonpersonal time
deposits in dollars of over $100,000 with maturities approximately equal to
three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under any applicable law, rule or regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

     "Sterling" or "(pound)" means the lawful money of the United Kingdom.


<PAGE>
                                      -45-


     "Subordinated Debt" means (a) the Convertible Debentures, (b) the
Shareholder Loans and (c) any other subordinated Indebtedness of Holdings, the
Parent Borrower or any Subsidiary (including any Permitted Subordinated
Indebtedness and Additional Acquisition Indebtedness).

     "Subordinated Debt Documents" means (a) the Convertible Debentures
Indenture, (b) the Shareholder Loan Agreement and (c) any indenture or other
instruments under which any other Subordinated Debt (including any Permitted
Subordinated Indebtedness and Additional Acquisition Indebtedness) is issued or
incurred.

     "subsidiary" means, with respect to any Person (the "parent") at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of
the general partnership interests are, as of such date, owned, controlled or
held, or (b) that is, as of such date, otherwise Controlled, by the parent or
one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

     "Subsidiary" means any subsidiary of the Parent Borrower or Holdings, as
the context requires, including the Subsidiary Term Borrowers and the Foreign
Subsidiary Borrowers. Unless expressly otherwise provided, the term "Subsidiary"
shall not include the Receivables Subsidiary, the Saturn Subsidiary and, for so
long as Acme Office Group, Inc. ("Acme") is inactive, holds no assets and
conducts no business, Acme.

     "Subsidiary Loan Party" means (a) any Subsidiary that is not a Foreign
Subsidiary (other than the Foreign Subsidiary Borrowers), (b) any Subsidiary
Term Borrower and (c) any Foreign Subsidiary Borrower and any other Foreign
Subsidiary that executes a guarantee agreement pursuant to paragraph (c) of the
Collateral and Guarantee Requirement.

     "Subsidiary Term Borrowers" means each direct or indirect wholly owned
domestic Subsidiary of the Parent Borrower listed on the signature page hereof.

     "Supplemental Indenture" means the supplement to the Convertible Debenture
Indenture among the Parent Borrower, Holdings and Morgan Guaranty Trust Company
of New York, as trustee, pursuant to which the Parent Borrower will become a
co-obligor (together with Holdings) under Convertible Debenture Indenture.


<PAGE>
                                      -46-


     "Swingline Exposure" means, at any time, the aggregate principal amount of
all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the total Swingline
Exposure at such time.

     "Swingline Lender" means Chase, in its capacity as lender of Swingline
Loans hereunder.

     "Swingline Loan" means a Loan made pursuant to Section 2.04.

     "Synthetic Purchase Agreement" means any swap, derivative or other
agreement or combination of agreements pursuant to which Holdings, the Parent
Borrower or a Subsidiary is or may become obligated to make (i) any payment
(other than in the form of Equity Interests of Holdings) in connection with a
purchase by a third party from a Person other than Holdings, the Parent Borrower
or a Subsidiary of any Equity Interest or Restricted Indebtedness or (ii) any
payment (other than on account of a permitted purchase by it of any Equity
Interest or any Restricted Indebtedness) the amount of which is determined by
reference to the price or value at any time of any Equity Interest or Restricted
Indebtedness; provided that no Restricted Stock Award and no phantom stock or
similar plan providing for payments only to current or former directors,
officers, consultants, advisors or employees of Holdings, the Parent Borrower or
the Subsidiaries (or to their heirs or estates) shall be deemed to be Synthetic
Purchase Agreement.

     "Taxes" means any and all present or future taxes (of any nature
whatsoever), levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority.

     "Term Loans" means Tranche A Term Loans, Tranche B Term Loans and the
Incremental Term Loans.

     "Three-Month Secondary CD Rate" means, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day is not a Business Day, the next preceding Business Day) by
the Board through the public information telephone line of the Federal Reserve
Bank of New York (which rate will, under the current practices of the Board, be
published in Federal Reserve Statistical Release H.15(519) during the week
following such day) or, if such rate is not so reported on such day or such next
preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 a.m., New York City time, on such day (or, if
such day is not a Business Day, on the next preceding Business Day) by the
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.


<PAGE>
                                      -47-


     "Total Indebtedness" means, as of any date, the sum of, without
duplication, (a) the aggregate principal amount of Indebtedness of Holdings, the
Parent Borrower and the Subsidiaries outstanding as of such date, in the amount
that would be reflected on a balance sheet prepared as of such date on a
consolidated basis in accordance with GAAP, plus (b) the aggregate principal
amount of Indebtedness of Holdings, the Parent Borrower and the Subsidiaries
outstanding as of such date that is not required to be reflected on a balance
sheet in accordance with GAAP, determined on a consolidated basis; provided
that, for purposes of clause (b) above, the term "Indebtedness" shall not
include (i) contingent obligations of Holdings, the Parent Borrower or any
Subsidiary as an account party in respect of any letter of credit or letter of
guaranty unless, without duplication, such letter of credit or letter of
guaranty supports an obligation that constitutes Indebtedness and (ii)
Indebtedness described in Section 6.01(a)(xiv); and provided further that "Total
Indebtedness" shall not include any obligation arising in respect of the
Permitted Receivables Financing.

     "Tranche A Borrowers" means the Parent Borrower and the Subsidiary Term
Borrowers.

     "Tranche A Commitment" means, with respect to each Lender, the commitment,
if any, of such Lender to make a Tranche A Term Loan hereunder on the Effective
Date, expressed as an amount representing the maximum principal amount of the
Tranche A Term Loan to be made by such Lender hereunder, as such commitment may
be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.04. The initial amount of each Lender's Tranche A
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Tranche A Commitment, as
applicable. The initial aggregate amount of the Lenders' Tranche A Commitments
is $500,000,000.

     "Tranche A Lender" means a Lender with a Tranche A Commitment or an
outstanding Tranche A Term Loan.

     "Tranche A Maturity Date" means May 28, 2007, or if such day is not a
Business Day, the first Business Day thereafter.

     "Tranche A Term Loan" means a Loan made pursuant to clause (i) of Section
2.01(a).

     "Tranche B Commitment" means, with respect to each Lender, the commitment,
if any, of such Lender to make a Tranche B Term Loan hereunder on the Effective
Date, expressed as an amount representing the maximum principal amount of the
Tranche B Term Loan to be made by such Lender hereunder, as such commitment may
be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or
increased from time to time pursuant


<PAGE>
                                      -48-


to assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Lender's Tranche B Commitment is set forth on Schedule 2.01, or
in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Tranche A Commitment, as applicable. The initial aggregate amount of
the Lenders' Tranche B Commitments is $500,000,000.

     "Tranche B Lender" means a Lender with a Tranche B Commitment or an
outstanding Tranche B Term Loan.

     "Tranche B Maturity Date" means November 28, 2008, or if such day is not a
Business Day, the first Business Day thereafter.

     "Tranche B Term Loan" means a Loan made pursuant to clause (ii) of Section
2.01(a).

     "Transactions" means the Recapitalization Transactions and the Financing
Transactions.

     "Type", when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

     "Withdrawal Liability" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type (e.g., a
"Eurocurrency Revolving Loan"). Borrowings also may be classified and referred
to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurocurrency
Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving Borrowing").

     SECTION 1.03. Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other


<PAGE>
                                      -49-


document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be construed to
include such Person's successors and assigns, (c) the words "herein", "hereof"
and "hereunder", and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof, (d)
all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.

     SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Parent Borrower notifies the Administrative Agent that the Parent
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Parent Borrower that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.

     SECTION 1.05. Exchange Rates. (a) Not later than 1:00 p.m., New York City
time, on each Calculation Date beginning with the date on which the initial
Foreign Currency Borrowing is made or the initial Foreign Currency Letter of
Credit is issued, the Administrative Agent shall (i) determine the Exchange Rate
as of such Calculation Date with respect to each Foreign Currency and (ii) give
notice thereof to the Revolving Lenders and the Parent Borrower (on behalf of
itself and the Foreign Subsidiary Borrowers). The Exchange Rates so determined
shall become effective on the first Business Day immediately following the
relevant Calculation Date (a "Recalculation Date"), shall remain effective until
the next succeeding Recalculation Date, and shall for all purposes of this
Agreement (other than Section 9.01, Section 10.14 or any other provision
expressly requiring the use of a current Exchange Rate) be the Exchange Rates
employed in converting any amounts between dollars and Foreign Currencies.

     (b) Not later than 5:00 p.m., New York City time, on each Recalculation
Date and each date on which Revolving Loans denominated in any Foreign Currency
are made, the Administrative Agent shall (i) determine the aggregate amount of
the Dollar Equivalents of (A) the principal amounts of the Foreign Currency
Loans then outstanding


<PAGE>
                                      -50-


(after giving effect to any Foreign Currency Loans made or repaid on such date),
(B) the face value of outstanding Foreign Currency Letters of Credit and (C)
unreimbursed drawings in respect of Foreign Currency Letters of Credit and (ii)
notify the Revolving Lenders and the Parent Borrower (on behalf of itself and
the Foreign Subsidiary Borrowers) of the results of such determination.

     SECTION 1.06. Redenomination of Certain Foreign Currencies. (a) Each
obligation of any party to this Agreement to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into
Euro at the time of such adoption (in accordance with the EMU Legislation). If,
in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London Interbank Market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as its lawful currency; provided that if
any Foreign Currency Borrowing in the currency of such member state is
outstanding immediately prior to such date, such replacement shall take effect,
with respect to such Foreign Currency Borrowing, at the end of the then current
Interest Period.

     (b) Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.


                                   ARTICLE II

                                   The Credits

     SECTION 2.01. Commitments. (a) Subject to the terms and conditions set
forth herein, each Lender agrees (i) to make a Tranche A Term Loan to the Parent
Borrower and the Subsidiary Term Borrowers, as the case may be, on the Effective
Date in a principal amount not exceeding its Tranche A Commitment, (ii) to make
a Tranche B Term Loan to the Parent Borrower on the Effective Date in a
principal amount not exceeding its Tranche B Commitment and (iii) to make
Revolving Loans to the Parent Borrower and the Foreign Subsidiary Borrowers, as
the case may be, from time to time during the Revolving Availability Period in
an aggregate principal amount that will not result in such Lender's (A)
Revolving Exposure exceeding such Lender's Revolving Commitment or (B) Foreign
Currency Exposure exceeding such Lender's Foreign Currency Commitment.


<PAGE>
                                      -51-


     (b) The Parent Borrower and all or certain of the Lenders may, up to three
times during the period from and including the Effective Date to but excluding
the Incremental Term Loan Termination Date, agree that such Lenders shall become
Incremental Lenders or increase the principal amount of their Incremental Term
Loans by executing and delivering to the Administrative Agent an Incremental
Term Loan Activation Notice specifying (i) the respective Incremental Term Loan
Amount of such Incremental Lenders, (ii) the applicable Incremental Term Loan
Effective Date, (iii) the applicable Incremental Maturity Date, (iv) the
amortization schedule for the applicable Incremental Term Loans, which shall
comply with subsection 2.10(c), (v) whether such Incremental Lenders may elect
to decline prepayments as specified in Section 2.11(h), (vi) whether prepayments
of such Incremental Loans will be subject to premium payments under the
circumstances specified in Section 2.11(g) and (vii) the Applicable Rate for the
Incremental Term Loans to be made pursuant to such Incremental Term Loan
Activation Notice, and which shall be otherwise duly completed. Each Incremental
Lender that is a signatory to an Incremental Term Loan Activation Notice
severally agrees, on the terms and conditions of this Agreement, to make an
Incremental Term Loan to the Parent Borrower on the Incremental Term Loan
Effective Date specified in such Incremental Term Loan Activation Notice in a
principal amount not to exceed the amount of the Incremental Term Loan Amount of
such Incremental Lender specified in such Incremental Term Loan Activation
Notice. Subject to the terms and conditions of this Agreement, the Parent
Borrower may convert Incremental Term Loans of one Type into Incremental Term
Loans of another Type (as provided in Section 2.07) or continue Incremental Term
Loans of one Type as Incremental Term Loans of the same Type (as provided in
Section 2.07). Nothing in this subsection 2.01(b) shall be construed to obligate
any Lender to execute an Incremental Term Loan Activation Notice.
Notwithstanding the foregoing, the aggregate amount of Incremental Term Loans
shall not exceed $250,000,000, less the aggregate principal amount of Specified
Permitted Unsecured Indebtedness incurred during the term of this Agreement.

     (c) Within the foregoing limits and subject to the terms and conditions set
forth herein, the Parent Borrower and the Foreign Subsidiary Borrowers, as the
case may be, may borrow, prepay and reborrow Revolving Loans. Amounts repaid in
respect of Term Loans may not be reborrowed.

     SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline
Loan) shall be made as part of a Borrowing consisting of Loans of the same Class
and Type made by the Lenders ratably in accordance with their respective
Commitments of the applicable Class. The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.


<PAGE>
                                      -52-


     (b) Subject to Section 2.14, each Revolving Borrowing (other than Foreign
Currency Borrowings) and Term Borrowing shall be comprised entirely of ABR Loans
or Eurocurrency Loans as the Parent Borrower may request in accordance herewith;
provided that all Borrowings made on the Effective Date must be made as ABR
Borrowings. All Foreign Currency Borrowings shall be comprised entirely of
Eurocurrency Loans. Each Swingline Loan shall be an ABR Loan. Each Lender at its
option may make any Eurocurrency Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided that any exercise of
such option shall not affect the obligation of any Borrower to repay such Loan
in accordance with the terms of this Agreement.

     (c) At the commencement of each Interest Period for any Eurocurrency
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 (or 1,000,000 units of the applicable Foreign Currency)
and not less than $5,000,000 (or 5,000,000 units in the applicable Foreign
Currency). At the time that each ABR Revolving Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $5,000,000; provided that (i) an ABR Revolving Borrowing may be in
an aggregate amount that is equal to the entire unused balance of the total
Revolving Commitments and (ii) an ABR Revolving Borrowing or a Eurocurrency
Revolving Borrowing, in the case of Foreign Currency Letters of Credit, may be
in an aggregate amount that is equal to the amount that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Each
Swingline Loan shall be in an amount that is an integral multiple of $100,000
and not less than $500,000. Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more
than a total of 12 Eurocurrency Borrowings outstanding.

     (d) Notwithstanding any other provision of this Agreement, none of the
Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
shall be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the
Revolving Maturity Date, Tranche A Maturity Date, Tranche B Maturity Date or
Incremental Maturity Date, as applicable.

     SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing or
Term Borrowing, the Parent Borrower or the applicable Subsidiary Term Borrower
or, in the case of a Foreign Currency Borrowing, the applicable Foreign
Subsidiary Borrower, shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00
noon, New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New
York City time, one Business Day before the date of the proposed Borrowing;
provided that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be
given not later than 10:00 a.m., New York City


<PAGE>
                                      -53-


time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Parent Borrower or
Subsidiary Term Borrower, as the case may be, and, in the case of a Foreign
Currency Borrowing, the applicable Foreign Subsidiary Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

          (i) whether the requested Borrowing is to be a Revolving Borrowing,
     Tranche A Term Borrowing, Tranche B Term Borrowing or Incremental Term
     Borrowing;

          (ii) the aggregate amount of such Borrowing;

          (iii) the date of such Borrowing, which shall be a Business Day;

          (iv) whether such Borrowing is to be an ABR Borrowing or a
     Eurocurrency Borrowing, unless such Borrowing is a Foreign Currency
     Borrowing;

          (v) if such Borrowing is a Foreign Currency Borrowing, the relevant
     Foreign Currency;

          (vi) in the case of a Eurocurrency Borrowing, the initial Interest
     Period to be applicable thereto, which shall be a period contemplated by
     the definition of the term "Interest Period"; and

          (vii) the location and number of the Parent Borrower's, the applicable
     Subsidiary Term Borrower's or the applicable Foreign Subsidiary Borrower's,
     as the case may be, account to which funds are to be disbursed, which shall
     comply with the requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing, unless such Borrowing is a Foreign Currency
Borrowing, in which case such Borrowing shall be a Eurocurrency Borrowing. If no
Interest Period is specified with respect to any requested Eurocurrency
Revolving Borrowing, then the Parent Borrower shall be deemed to have selected
an Interest Period of one month's duration. Promptly following receipt of a
Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.

     SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions set
forth herein, the Swingline Lender


<PAGE>
                                      -54-


agrees to make Swingline Loans to the Parent Borrower from time to time during
the Revolving Availability Period, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $30,000,000 or (ii) the sum of the total
Revolving Exposures exceeding the total Revolving Commitments; provided that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Parent Borrower may borrow, prepay and
reborrow Swingline Loans.

     (b) To request a Swingline Loan, the Parent Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 12:00 noon, New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Parent Borrower. The Swingline Lender shall make each
Swingline Loan available to the Parent Borrower by means of a credit to the
general deposit account of the Parent Borrower with the Swingline Lender (or, in
the case of a Swingline Loan made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank)
by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

     (c) The Swingline Lender may by written notice given to the Administrative
Agent not later than 12:00 noon, New York City time, on any Business Day require
the Revolving Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding. Such notice shall specify the
aggregate amount of Swingline Loans in which Revolving Lenders will participate.
Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each Revolving Lender, specifying in such notice such Lender's
Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent, for the account of the Swingline
Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans.
Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever (provided that such
payment shall not cause such Lender's Revolving Exposure to exceed such Lender's
Revolving Commitment). Each Revolving Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 2.06 with respect to Loans made by such
Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the


<PAGE>
                                      -55-


Swingline Lender the amounts so received by it from the Revolving Lenders. The
Administrative Agent shall notify the Parent Borrower of any participations in
any Swingline Loan acquired pursuant to this paragraph, and thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender. Any amounts received by the Swingline Lender from
the Parent Borrower (or other party on behalf of the Parent Borrower) in respect
of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a
sale of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Revolving Lenders that shall have
made their payments pursuant to this paragraph and to the Swingline Lender, as
their interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Parent Borrower of any default
in the payment thereof.

     SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Parent Borrower may request the issuance of
Letters of Credit for its own account or the account of a Subsidiary and any
Foreign Subsidiary Borrower may request the issuance of Foreign Currency Letters
of Credit for its own account or the account of a Subsidiary of such Foreign
Subsidiary Borrower, in each case in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period (provided that the Parent Borrower or a
Foreign Subsidiary Borrower, as the case may be, shall be a co-applicant with
respect to each Letter of Credit issued for the account of or in favor of a
Subsidiary that is not a Foreign Subsidiary Borrower). In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Parent Borrower or any Foreign Subsidiary Borrower, as the case
may be, to, or entered into by the Parent Borrower or any Foreign Subsidiary
Borrower, as the case may be, with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.
To request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), the Parent Borrower or the
applicable Foreign Subsidiary Borrower, as the case may be, shall hand deliver
or telecopy (or transmit by electronic communication, if arrangements for doing
so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such


<PAGE>
                                      -56-


Letter of Credit. If requested by the Issuing Bank, the Parent Borrower or the
applicable Foreign Subsidiary Borrower, as the case may be, also shall submit a
letter of credit application on the Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Parent Borrower or the applicable Foreign
Subsidiary Borrower, as the case may be, shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $50,000,000, (ii) the total
Revolving Exposures shall not exceed the total Revolving Commitments and (iii)
the total Foreign Currency Exposures shall not exceed the total Foreign Currency
Commitments.

     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (ii) the date that is
five Business Days prior to the Revolving Maturity Date.

     (d) Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby
grants to each Revolving Lender, and each Revolving Lender hereby acquires from
the Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Applicable Percentage of the aggregate amount available to be drawn
under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Parent Borrower or the applicable Foreign Subsidiary
Borrower, as the case may be, on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the
Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may
be, for any reason. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

     (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the Parent Borrower or the applicable Foreign
Subsidiary Borrower, as the case may be, shall reimburse such LC Disbursement by
paying to the Administrative Agent an amount equal to such LC Disbursement not
later than 12:00 noon, New York City time, on the date that such LC Disbursement
is made, if the Parent Borrower or the appli-


<PAGE>
                                      -57-


cable Foreign Subsidiary Borrower, as the case may be, shall have received
notice of such LC Disbursement prior to 10:00 a.m., New York City time or London
time (in the case of Foreign Currency Letters of Credit), on such date, or, if
such notice has not been received by the Parent Borrower or the applicable
Foreign Subsidiary Borrower, as the case may be, prior to such time on such
date, then not later than 12:00 noon, New York City time or London time (in the
case of Foreign Currency Letters of Credit), on (i) the Business Day that the
Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may
be, receives such notice, if such notice is received prior to 10:00 a.m., New
York City time or London time (in the case of Foreign Currency Letters of
Credit), on the day of receipt, or (ii) the Business Day immediately following
the day that the Parent Borrower or the applicable Foreign Subsidiary Borrower,
as the case may be, receives such notice, if such notice is not received prior
to such time on the day of receipt; provided that (i) the Parent Borrower may,
subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving
Borrowing or Swingline Loan in an equivalent amount and, to the extent so
financed, the Parent Borrower's obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan and (ii) such Foreign Subsidiary Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 that such
payment be financed with a Eurocurrency Revolving Borrowing in an equivalent
amount in the applicable Foreign Currency and, to the extent so financed, such
Foreign Subsidiary Borrower's obligation to make such payment shall be
discharged and replaced by the resulting Eurocurrency Revolving Borrowing. If
the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case
may be, fails to make such payment when due, the Administrative Agent shall
notify each Revolving Lender of the applicable LC Disbursement, the payment then
due from the Parent Borrower or the applicable Foreign Subsidiary Borrower, as
the case may be, in respect thereof and such Lender's Applicable Percentage
thereof. Promptly following receipt of such notice, each Revolving Lender shall
pay to the Administrative Agent its Applicable Percentage of the unreimbursed LC
Disbursement in the same manner as provided in Section 2.06 with respect to
Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Parent Borrower or any applicable Foreign Subsidiary Borrower,
as the case may be, pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the Issuing Bank or, to the extent that Revolving
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank as their interests may appear.
Any payment made by a Revolving Lender pursuant to this paragraph to reimburse
the Issuing Bank for any LC Disbursement (other than the funding of ABR
Revolving Loans or a Swingline Loan as contemplated above) shall not constitute
a Loan and shall not relieve the Parent Borrower or any applicable Foreign
Subsidiary Borrower, as the case may be, of its obligation to reimburse such LC
Disbursement.


<PAGE>
                                      -58-


     (f) Obligations Absolute. The obligation of the Parent Borrower or any
Foreign Subsidiary Borrower to reimburse LC Disbursements as provided in
paragraph (e) of this Section 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 and irrespective of (i) any lack of
validity or enforceability of any Letter of Credit or this Agreement, or any
term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect, (iii) payment
by the Issuing Bank 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, or
(iv) 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, or provide a right of setoff against, the
obligations of the Parent Borrower or any Foreign Subsidiary Borrower hereunder.
Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of
their Related Parties, shall have any liability or responsibility by reason of
or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Parent Borrower or any applicable Foreign
Subsidiary Borrower, as the case may be, to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived
by the Parent Borrower or any applicable Foreign Subsidiary Borrower, as the
case may be, to the extent permitted by applicable law) suffered by the Parent
Borrower or any applicable Foreign Subsidiary Borrower, as the case may be, that
are caused by the Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or wilful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under


<PAGE>
                                      -59-


a Letter of Credit. The Issuing Bank shall promptly notify the Administrative
Agent and the Parent Borrower or any applicable Foreign Subsidiary Borrower, as
the case may be, by telephone (confirmed by telecopy) of such demand for payment
and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Parent Borrower or any applicable Foreign Subsidiary
Borrower, as the case may be, of its obligation to reimburse the Issuing Bank
and the Revolving Lenders with respect to any such LC Disbursement (other than
with respect to the timing of such reimbursement obligation set forth in Section
2.05(e)).

     (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement,
then, unless the Parent Borrower or any applicable Foreign Subsidiary Borrower,
as the case may be, shall reimburse such LC Disbursement in full on the date
such LC Disbursement is made, the unpaid amount thereof shall bear interest, for
each day from and including the date such LC Disbursement is made to but
excluding the date that the Parent Borrower or any applicable Foreign Subsidiary
Borrower, as the case may be, reimburses such LC Disbursement, at the rate per
annum then applicable to ABR Revolving Loans; provided that, if the Parent
Borrower or any applicable Foreign Subsidiary Borrower, as the case may be,
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.

     (i) Replacement of the Issuing Bank; Additional Issuing Banks. The Issuing
Bank may be replaced at any time by written agreement among the Parent Borrower
(on behalf of itself and the Foreign Subsidiary Borrowers), the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. One or more
Lenders may be appointed as additional Issuing Banks by written agreement among
the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers),
the Administrative Agent (whose consent will not be unreasonably withheld) and
the Lender that is to be so appointed. The Administrative Agent shall notify the
Lenders of any such replacement of the Issuing Bank or any such additional
Issuing Bank. At the time any such replacement shall become effective, the
Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank
pursuant to Section 2.12(b). From and after the effective date of any such
replacement or addition, as applicable, (i) the successor or additional Issuing
Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term "Issuing Bank" shall be deemed to refer to such
successor or such addition or to any previous Issuing Bank, or to such successor
or such addition and all previous Issuing Banks, as the context shall require.
After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank
shall remain a party hereto and shall continue to have all the rights and
obliga-


<PAGE>
                                      -60-


tions of an Issuing Bank under this Agreement with respect to Letters of Credit
issued by it prior to such replacement, but shall not be required to issue
additional Letters of Credit. If at any time there is more than one Issuing Bank
hereunder, the Parent Borrower (on behalf of itself and the Foreign Subsidiary
Borrowers) may, in its discretion, select which Issuing Bank is to issue any
particular Letter of Credit.

     (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Parent Borrower or any Foreign
Subsidiary Borrower receives notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated,
Revolving Lenders with LC Exposure representing greater than 50% of the total LC
Exposure) demanding the deposit of cash collateral pursuant to this paragraph,
the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be,
shall deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash in
the applicable currency equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Parent Borrower
or any Foreign Subsidiary Borrower described in clause (h) or (i) of Article
VII. Each such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the obligations of the Parent Borrower and
the Foreign Subsidiary Borrower under this Agreement. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the risk and expense of the Parent
Borrower and the Foreign Subsidiary Borrower, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in
such account. Moneys in such account shall be applied by the Administrative
Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Parent Borrower and the
Foreign Subsidiary Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other obligations of the Parent Borrower and
the Foreign Subsidiary Borrower under this Agreement. If the Parent Borrower or
any Foreign Subsidiary Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such
amount plus any accrued interest or realized profits of such amounts (to the
extent not applied as afore-


<PAGE>
                                      -61-


said) shall be returned to the Parent Borrower or such Foreign Subsidiary
Borrower within three Business Days after all Events of Default have been cured
or waived. If the Parent Borrower is required to provide an amount of such
collateral hereunder pursuant to Section 2.11(b), such amount plus any accrued
interest or realized profits on account of such amount (to the extent not
applied as aforesaid) shall be returned to the Parent Borrower as and to the
extent that, after giving effect to such return, the Parent Borrower would
remain in compliance with Section 2.11(b) and no Default or Event of Default
shall have occurred and be continuing.

     SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, or in the case of
Foreign Currency Borrowings, London time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders;
provided that Swingline Loans shall be made as provided in Section 2.04. The
Administrative Agent will make such Loans available to the Parent Borrower, the
applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary
Borrower, as the case may be, by promptly crediting the amounts so received, in
like funds, to an account of the Parent Borrower, such Subsidiary Term Borrower
or such Foreign Subsidiary Borrower, as the case may be, maintained with the
Administrative Agent in New York City, or in the case of Foreign Currency
Borrowings, London, and designated by the Parent Borrower such Subsidiary Term
Borrower or such Foreign Subsidiary Borrower, in the applicable Borrowing
Request; provided that ABR Revolving Loans made to finance the reimbursement of
an LC Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the Issuing Bank.

     (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Parent
Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign
Subsidiary Borrower, as the case may be, a corresponding amount. In such event,
if a Lender has not in fact made its share of the applicable Borrowing available
to the Administrative Agent, then the applicable Lender and the Parent Borrower,
the applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary
Borrower, as the case may be, severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Parent
Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign
Subsidiary Borrower, as the case may be, to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of (x)
the Federal Funds Effective Rate and (y) a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation,
except with respect to Foreign Currency Borrowings, the applicable rate shall be
determined as specified in clause (y) above, or (ii) in the case of the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower, the
interest rate


<PAGE>
                                      -62-


applicable to ABR Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender's Loan included in such
Borrowing.

     SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing and Term
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurocurrency Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Parent
Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign
Subsidiary Borrower, as the case may be, may elect to convert such Borrowing to
a different Type or to continue such Borrowing and, in the case of a
Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Parent Borrower, the applicable Subsidiary Term Borrower or
the applicable Foreign Subsidiary Borrower, as the case may be, may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

     (b) To make an election pursuant to this Section, the Parent Borrower, the
applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary
Borrower, as the case may be, shall notify the Administrative Agent of such
election by telephone by the time that a Borrowing Request would be required
under Section 2.03 if the Parent Borrower, the applicable Subsidiary Term
Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, were
requesting a Revolving Borrowing or Term Borrowing of the Type resulting from
such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and
signed by the Parent Borrower, the applicable Subsidiary Term Borrower or the
applicable Foreign Subsidiary Borrower, as the case may be.

     (c) Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.02:

          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, the portions thereof to be allocated to each resulting Borrowing
     (in which case the information to be specified pursuant to clauses (iii)
     and (iv) below shall be specified for each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;


<PAGE>
                                      -63-


          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurocurrency Borrowing; and

          (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then the Parent Borrower, the applicable
Subsidiary Term Borrower or the applicable Foreign Subsidiary Borrower, as the
case may be, shall be deemed to have selected an Interest Period of one month's
duration.

     (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

     (e) If an Interest Election Request with respect to a Eurocurrency
Borrowing is not timely delivered prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing (unless such Borrowing is a Foreign Currency Borrowing, in which case
such Borrowing shall become due and payable on the last day of such Interest
Period). Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies the Parent Borrower (on behalf of itself, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers), then, so long
as an Event of Default is continuing (i) no outstanding Borrowing (other than a
Foreign Currency Borrowing) may be converted to or continued as a Eurocurrency
Borrowing and (ii) unless repaid, each Eurocurrency Borrowing (other than a
Foreign Currency Borrowing) shall be converted to an ABR Borrowing at the end of
the Interest Period applicable thereto.

     SECTION 2.08. Termination and Reduction of Commitments. (a) Unless
previously terminated, (i) the Tranche A Commitments and Tranche B Commitments
shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii)
the Revolving Commitments shall terminate on the Revolving Maturity Date.

     (b) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers
and the Foreign Subsidiary Borrowers) may at any time terminate, or from time to
time reduce, the Commitments of any Class (it being understood that reductions
of Revolving Commitments will automatically reduce Foreign Currency Commitments
on a pro rata basis); provided that (i) each reduction of the Commitments of any
Class shall be in an amount that is an integral multiple of $1,000,000 and not
less than $5,000,000 and (ii) the Revolving Com-


<PAGE>
                                      -64-


mitments shall not be terminated or reduced if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.11,
the sum of the Revolving Exposures would exceed the total Revolving Commitments.

     (c) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers
and the Foreign Subsidiary Borrowers) shall notify the Administrative Agent of
any election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the
Foreign Subsidiary Borrowers) pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Revolving Commitments delivered by
the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the
Foreign Subsidiary Borrowers) may state that such notice is conditioned upon the
effectiveness of other credit facilities or the occurrence of another
transaction, in which case such notice may be revoked by the Parent Borrower (on
behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers) (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction
of the Commitments of any Class shall be permanent. Each reduction of the
Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.

     SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Parent
Borrower, each Subsidiary Term Borrower (with respect to Tranche A Loans made to
such Subsidiary Term Borrower) and each Foreign Subsidiary Borrower (with
respect to Foreign Currency Loans made to such Foreign Subsidiary Borrower)
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each Term
Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of
the Revolving Maturity Date and the first date after such Swingline Loan is made
that is the 15th or last day of a calendar month and is at least two Business
Days after such Swingline Loan is made; provided that on each date that a
Revolving Borrowing (other than a Foreign Currency Borrowing) is made, the
Parent Borrower shall repay all Swingline Loans that were outstanding on the
date such Borrowing was requested.

     (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Parent Borrower, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to such Lender
resulting from each Loan


<PAGE>
                                      -65-


made by such Lender, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder.

     (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Parent Borrower,
the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

     (d) The entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided 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 obligation of the Parent Borrower,
the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers to repay the
Loans in accordance with the terms of this Agreement.

     (e) Any Lender may request that Loans of any Class made by it be evidenced
by a promissory note. In such event, the Parent Borrower, the applicable
Subsidiary Term Borrower or the applicable Foreign Subsidiary Borrower, as the
case may be, shall prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns) and in a form approved by the Administrative
Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section
10.04) be represented by one or more promissory notes in such form payable to
the order of the payee named therein (or, if such promissory note is a
registered note, to such payee and its registered assigns).

     SECTION 2.10. Amortization of Term Loans. (a) Subject to adjustment
pursuant to paragraph (e) of this Section, the Tranche A Borrowers shall repay
Tranche A Term Borrowings on each date set forth below in the aggregate
principal amount set forth opposite such date:

            Date                                                   Amount

   June 30, 2001 .......................................         $  10,000,000
   December 31, 2001....................................         $  20,000,000
   June 30, 2002........................................         $  20,000,000
   December 31, 2002....................................         $  30,000,000
   June 30, 2003........................................         $  35,000,000

<PAGE>
                                      -66-
            Date                                                   Amount


   December 31, 2003....................................         $  35,000,000
   June 30, 2004........................................         $  40,000,000
   December 31, 2004....................................         $  40,000,000
   June 30, 2005........................................         $  40,000,000
   December 31, 2005....................................         $  40,000,000
   June 30, 2006........................................         $  45,000,000
   December 31, 2006....................................         $  45,000,000
   Tranche A Maturity Date..............................          $100,000,000

     (b) Subject to adjustment pursuant to paragraph (e) of this Section, the
Parent Borrower shall repay Tranche B Term Borrowings on each date set forth
below in the aggregate principal amount set forth opposite such date:

               Date                                                Amount

   June 30, 20.01.......................................       $       500,000
   December 31, 2001....................................       $       500,000
   June 30, 2002........................................       $       500,000
   December 31, 2002....................................       $       500,000
   June 30, 2003........................................       $       500,000
   December 31, 2003....................................       $       500,000
   June 30, 2004........................................       $       500,000
   December 31, 2004....................................       $       500,000
   June 30, 2005........................................       $       500,000
   December 31, 2005....................................       $       500,000
   June 30, 2006........................................       $       500,000
   December 31, 2006....................................       $       500,000
   June 30, 2007........................................         $  62,500,000
   December 31, 2007....................................          $107,500,000
   June 30, 2008........................................          $162,000,000
   Tranche B Maturity Date..............................          $162,000,000

     (c) The Incremental Term Loans, if any, of each Incremental Lender shall
mature in installments as specified in the Incremental Term Loan Activation
Notice pursuant to which such Incremental Term Loans were made; provided that
prior to the date that is six months prior to the Tranche B Maturity Date the
amounts of such installments for any twelve consecutive months shall not exceed
1% of the aggregate principal amount of such Incremental Term Loans on the date
such Loans were first made.


<PAGE>
                                      -67-


     (d) To the extent not previously paid, (i) all Tranche A Term Loans shall
be due and payable on the Tranche A Maturity Date, (ii) all Tranche B Term Loans
shall be due and payable on the Tranche B Maturity Date and (iii) all
Incremental Term Loans shall be due and payable on the applicable Incremental
Maturity Date.

     (e) Any prepayment of a Term Borrowing of any Class shall be applied to
reduce the subsequent scheduled repayments of the Term Borrowings of such Class
to be made pursuant to this Section ratably; provided that (i) any prepayment
made pursuant to Section 2.11(a) shall be applied, first, to reduce the next two
scheduled repayments of the Term Borrowings of such Class due to be made within
the next twelve months pursuant to this Section unless and until such next
scheduled repayment has been eliminated as a result of reductions hereunder
(provided, further, that the amount of such prepayment that may be allocated as
provided in clause (i) of this proviso may not exceed the greater of 50% of such
prepayment and the amount of such two scheduled repayments) and (ii) any
prepayment of Tranche A Borrowings made pursuant to Section 2.11(f) during the
period when any Convertible Debentures are outstanding shall be applied to
reduce the next scheduled repayments of Tranche A Borrowings pursuant to Section
2.10(a). Notwithstanding the foregoing, any prepayment of Eurocurrency Term
Borrowings made pursuant to Section 2.11(a) on a date that is (x) the last day
of an Interest Period and (y) no more than five days prior to a scheduled
amortization payment pursuant this Section shall be applied, first, to reduce
such scheduled payment, and any excess shall be applied as required by the first
sentence of this Section 2.10(e).

     (f) Prior to any repayment of any Term Borrowings of either Class
hereunder, the Parent Borrower (on behalf of itself and, in the case of Tranche
A Borrowings, the applicable Subsidiary Term Borrower) shall select the
Borrowing or Borrowings of the applicable Class to be repaid and shall notify
the Administrative Agent by telephone (confirmed by telecopy) of such selection
not later than 11:00 a.m., New York City time, three Business Days before the
scheduled date of such repayment. Each repayment of a Borrowing shall be applied
ratably to the Loans included in the repaid Borrowing. Repayments of Term
Borrowings shall be accompanied by accrued interest on the amount repaid.

     SECTION 2.11. Prepayment of Loans. (a) The Parent Borrower, the Subsidiary
Term Borrowers and the Foreign Subsidiary Borrowers, as the case may be, shall
have the right at any time and from time to time to prepay any Borrowing in
whole or in part, subject to the requirements of this Section.

     (b) In the event and on such occasion that the sum of the Revolving
Exposures exceeds the total Revolving Commitments, the Parent Borrower and the
Foreign Subsidiary Borrowers, as the case may be, shall prepay Revolving
Borrowings or Swingline Bor-


<PAGE>
                                      -68-


rowings (or, if no such Borrowings are outstanding, deposit cash collateral in
an account with the Administrative Agent pursuant to Section 2.05(j)) in an
aggregate amount equal to such excess.

     (c) In the event that the sum of the Foreign Currency Exposures exceeds (i)
105% of the total Foreign Currency Commitments solely as a result of currency
fluctuations or (ii) the total Foreign Currency Commitments (other than as a
result of currency fluctuations), the Foreign Subsidiary Borrowers shall prepay
Foreign Currency Borrowings (or if no such Borrowings are outstanding, deposit
cash collateral in an account with the Administrative Agent pursuant to Section
2.05(j)) in an amount equal to the amount by which the sum of Foreign Currency
Exposures exceed the total Foreign Currency Commitments no later than in the
case of clause (i) above the next Interest Payment Date and in the case of
clause (ii), the first Business Day that such excess exists.

     (d) In the event and on each occasion that any Net Proceeds are received by
or on behalf of Holdings, the Parent Borrower or any Subsidiary in respect of
any Prepayment Event, the Parent Borrower (on behalf of itself and, in the case
of Tranche A Borrowings, the Subsidiary Term Borrowers) shall, within three
Business Days after such Net Proceeds are received, prepay Term Borrowings in an
aggregate amount equal to such Net Proceeds; provided that, in the case of any
event described in clause (a) of the definition of the term Prepayment Event, if
Holdings or the Parent Borrower shall deliver, within such three Business Days,
to the Administrative Agent a certificate of a Financial Officer to the effect
that Holdings, the Parent Borrower and the Subsidiaries intend to apply the Net
Proceeds from such event (or a portion thereof specified in such certificate),
within 365 days after receipt of such Net Proceeds, to acquire real property,
equipment or other tangible assets to be used in the business of the Parent
Borrower and the Subsidiaries, and certifying that no Default has occurred and
is continuing, then no prepayment shall be required pursuant to this paragraph
in respect of the Net Proceeds in respect of such event (or the portion of such
Net Proceeds specified in such certificate, if applicable) except to the extent
of any such Net Proceeds therefrom that have not been so applied by the end of
such 365-day period, at which time a prepayment shall be required in an amount
equal to such Net Proceeds that have not been so applied.

     (e) In the event and on each occasion that any Net Proceeds are received by
or on behalf of Holdings, the Parent Borrower or any Subsidiary in respect of
any Specified Prepayment Event, the Parent Borrower (on behalf of itself and, in
the case of Tranche A Borrowings, the Subsidiary Term Borrowers) shall, within
three Business Days after such Net Proceeds are received, prepay (i) Incremental
Term Borrowings and (ii) to the extent that (x) there are no Incremental Term
Borrowings outstanding and (y) such Net Proceeds arise from an event described
in clause (b) of the definition of the term Specified Prepayment Event, other
Term Borrowings, in each case in an aggregate amount equal to such Net Proceeds.


<PAGE>
                                      -69-


     (f) Following the end of each fiscal year of the Parent Borrower,
commencing with the fiscal year ending December 31, 2001, the Parent Borrower
(on behalf of itself and, in the case of Tranche A Borrowings, the Subsidiary
Term Borrowers) shall prepay Term Borrowings in an aggregate amount equal to 75%
of Excess Cash Flow for such fiscal year; provided that such percentage shall be
reduced from 75% to 50% with respect to the prepayment under this paragraph (e),
if the Parent Borrower's Leverage Ratio as of the last fiscal quarter preceding
the applicable prepayment date is less than 3.00 to 1.00. Each prepayment
pursuant to this paragraph shall be made on or before the date on which
financial statements are delivered pursuant to Section 5.01 with respect to the
fiscal year for which Excess Cash Flow is being calculated (and in any event
within 95 days after the end of such fiscal year).

     (g) Whenever any (i) prepayment of any Tranche B Term Loans is made
pursuant to Section 2.11 or (ii) repayment of any Tranche B Loans is required as
a result of a declaration pursuant to Article VII, following the occurrence of a
Change of Control, that such Tranche B Loans are due and payable, in either case
within two years after the Effective Date, the Parent Borrower shall on the date
of such prepayment or declaration, as the case may be, pay to the Tranche B
Lenders that hold such Tranche B Loans a prepayment premium equal to (A) if such
prepayment or declaration occurs within one year after the Effective Date, 2.0%
of the principal amount of such Tranche B Loans being so prepaid or repaid or
(B) if such prepayment or declaration occurs after one year after the Effective
Date but within two years after the Effective Date, 1.0% of the principal amount
of such Tranche B Loans being so prepaid or repaid. The Incremental Term Loan
Activation Notice may provide that the applicable Incremental Loans shall be
entitled to prepayment premium payments under the circumstances specified in the
immediately preceding sentence, provided that such provisions shall not be more
favorable to such Incremental Lenders than the provisions of the immediately
preceding sentence are to Tranche B Lenders.

     (h) Prior to any optional or mandatory prepayment of Borrowings hereunder,
the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the
Foreign Subsidiary Borrowers) shall select the Borrowing or Borrowings to be
prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (i) of this Section. Subject to Section 2.11(e), in the
event of any optional or mandatory prepayment of Term Borrowings made at a time
when Term Borrowings of more than one Class remain outstanding, the Parent
Borrower (on behalf of itself and, in the case of Tranche A Borrowings, the
Subsidiary Term Borrowers) shall select Term Borrowings to be prepaid so that
the aggregate amount of such prepayment is allocated between the Tranche A Term
Borrowings, Tranche B Term Borrowings and Incremental Term Borrowings pro rata
based on the aggregate principal amount of outstanding Borrowings of each such
Class; provided that any Tranche B Lender may elect, by notice to the
Administrative Agent by telephone (confirmed by telecopy) at least one Business
Day prior to the prepayment date, to decline all or any portion of any
prepay-


<PAGE>
                                      -70-


ment of its Tranche B Term Loans pursuant to this Section (other than an
optional prepayment pursuant to Section 2.11(a), which may not be declined), in
which case the aggregate amount of the prepayment that would have been applied
to prepay Tranche B Term Loans but was so declined shall be applied to prepay
Tranche A Term Borrowings. In the event that the Incremental Term Loan
Activation Notice provides that the Incremental Lenders have the right to
decline prepayments pursuant to the immediately preceding sentence, the proviso
in the immediately preceding sentence shall be automatically deemed amended to
provide that such Incremental Lenders may decline prepayments of the Incremental
Loans subject to such Incremental Term Loan Activation Notice to the same extent
that the Tranche B Lenders have the right to decline Tranche B Term Loans
pursuant to such proviso.

     (i) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers
and the Foreign Subsidiary Borrowers) shall notify the Administrative Agent
(and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurocurrency Borrowing, not later than 12:00 noon, New York City
time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time,
one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 12:00 noon, New York City time,
on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment; provided that, if a
notice of optional prepayment is given in connection with a conditional notice
of termination of the Revolving Commitments as contemplated by Section 2.08,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such
notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02, except as necessary to apply fully the required amount of a
mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to
the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.13.

     SECTION 2.12. Fees. (a) The Parent Borrower (on behalf of itself, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) agrees to pay to
the Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Rate on the average daily unused amount of each
Commitment of such Lender during the period from and including the Effective
Date to but excluding the date on which such Commitment terminates. Accrued
commitment fees shall be payable in arrears (i) in the case of commitment fees
in respect of the Revolving


<PAGE>
                                      -71-


Commitments, on the last day of March, June, September and December of each year
and on the date on which the Revolving Commitments terminate, commencing on the
first such date to occur after the date hereof, (ii) in the case of commitment
fees in respect of the Tranche A Term Commitments and Tranche B Term
Commitments, on the Effective Date or any earlier date on which such Commitments
terminate and (iii) in the case of commitment fees in respect of Incremental
Term Commitments, as specified in the applicable Incremental Term Loan
Activation Notice. All commitment fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
commitment fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender
shall be disregarded for such purpose).

     (b) The Parent Borrower (on behalf of itself and the Foreign Subsidiary
Borrowers) agrees to pay (i) to the Administrative Agent for the account of each
Revolving Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue at the same Applicable Rate as interest on
Eurocurrency Revolving Loans on the average daily amount of such Lender's LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure, and
(ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25%
per annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date of
termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Bank's standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of
each year shall be payable on the third Business Day following such last day,
commencing on the first such date to occur after the Effective Date; provided
that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

     (c) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers
and the Foreign Subsidiary Borrowers) agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Parent Borrower and the Administrative Agent.


<PAGE>
                                      -72-


     (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

     SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Rate.

     (b) The Loans comprising each Eurocurrency Borrowing shall bear interest at
the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Rate.

     (c) Notwithstanding the foregoing, if any principal of or interest on any
Loan or any fee or other amount payable by the Parent Borrower, the Subsidiary
Term Borrowers or the Foreign Subsidiary Borrowers, as the case may be,
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the
preceding paragraphs of this Section or (ii) in the case of any other amount, 2%
plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of
this Section.

     (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Revolving Availability Period),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurocurrency Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

     (e) All interest hereunder shall be computed on the basis of a year of 360
days, except that (i) interest on a Foreign Currency Borrowing denominated in
Sterling and (ii) interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate shall be computed
on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate or Adjusted
LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.


<PAGE>
                                      -73-


     SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of
any Interest Period for a Eurocurrency Borrowing denominated in any currency:

          (a) the Administrative Agent determines (which determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders that
     the Adjusted LIBO Rate for such Interest Period will not adequately and
     fairly reflect the cost to such Lenders of making or maintaining their
     Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Parent Borrower
(on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers) and the Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Administrative Agent notifies the Parent Borrower (on
behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers) and the Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of
any Borrowing denominated in such currency to, or continuation of any Borrowing
denominated in such currency as, a Eurocurrency Borrowing shall be ineffective,
and any Eurocurrency Borrowing denominated in such currency that is requested to
be continued (A) if such currency is the dollar, shall be converted to an ABR
Borrowing on the last day of the Interest Period applicable thereto and (B) if
such currency is a Foreign Currency, shall be repaid on the last day of the
Interest Period applicable thereto and (ii) if any Borrowing Request requests a
Eurocurrency Borrowing denominated in such currency (A) if such currency is the
dollar, such Borrowing shall be made as an ABR Borrowing and (B) if such
currency is a Foreign Currency, such Borrowing Request shall be ineffective.

     SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

          (ii) impose on any Lender or the Issuing Bank or the London interbank
     market any other condition affecting this Agreement or Eurocurrency Loans
     made by such Lender or any Letter of Credit or participation therein;


<PAGE>
                                      -74-


and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Parent Borrower, the applicable Subsidiary Term Borrowers or the applicable
Foreign Subsidiary Borrowers, as the case may be, will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered.

     (b) If any Lender or the Issuing Bank determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the Issuing Bank's capital or on the capital of
such Lender's or the Issuing Bank's holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time the Parent Borrower, the applicable Subsidiary
Term Borrowers or the applicable Foreign Subsidiary Borrowers, as the case may
be, will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank
or such Lender's or the Issuing Bank's holding company for any such reduction
suffered.

     (c) A certificate of a Lender or the Issuing Bank setting forth the amount
or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Parent Borrower (on behalf of itself, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) and shall be
conclusive absent manifest error. The Parent Borrower, the applicable Subsidiary
Term Borrowers or the applicable Foreign Subsidiary Borrowers, as the case may
be, shall pay such Lender or the Issuing Bank, as the case may be, the amount
shown as due on any such certificate within 10 days after receipt thereof.

     (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that neither the Parent Borrower, any Subsidiary Term Borrower nor any Foreign
Subsidiary Borrower shall be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or the Issuing Bank, as the
case may be, notifies the Parent Borrower (on behalf of itself, the Subsidiary
Term Bor-


<PAGE>
                                      -75-


rowers and the Foreign Subsidiary Borrowers) of the Change in Law giving rise to
such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.

     SECTION 2.16. Break Funding Payments. In the event of (a) the payment of
any principal of any Eurocurrency Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurocurrency Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue
or prepay any Revolving Loan or Term Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.11(f) and is revoked in accordance therewith), or (d) the
assignment of any Eurocurrency Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Parent Borrower, any
Subsidiary Term Borrower or any Foreign Subsidiary Borrower pursuant to Section
2.19, then, in any such event, the Parent Borrower, the applicable Subsidiary
Term Borrower or the applicable Foreign Subsidiary Borrower, as the case may be,
shall compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurocurrency Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for deposits in the applicable currency of a comparable amount and
period from other banks in the Eurocurrency market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Parent Borrower (on behalf of
itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) and
shall be conclusive absent manifest error. The Parent Borrower, the applicable
Subsidiary Term Borrower or the applicable Foreign Subsidiary Borrower, as the
case may be, shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

     SECTION 2.17. Taxes. (a) Any and all payments by or on account of any
obligation of the Parent Borrower, any Subsidiary Term Borrower or any Foreign
Subsidiary Borrower hereunder or under any other Loan Document shall be made
free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Parent Borrower, any Subsidiary Term Borrower or


<PAGE>
                                      -76-


any Foreign Subsidiary Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Parent Borrower, such Subsidiary Term Borrower or such Foreign
Subsidiary Borrower, as the case may be, shall make such deductions and (iii)
the Parent Borrower, such Subsidiary Term Borrower or such Foreign Subsidiary
Borrower, as the case may be, shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

     (b) In addition, the Parent Borrower, each Subsidiary Term Borrower and
each Foreign Subsidiary Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     (c) The Parent Borrower, each Subsidiary Term Borrower and each Foreign
Subsidiary Borrower, as the case may be, shall indemnify the Administrative
Agent, each Lender and the Issuing Bank, within 10 Business Days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
paid by the Administrative Agent, such Lender or the Issuing Bank, as the case
may be, on or with respect to any payment by or on account of any obligation of
the Parent Borrower, each Subsidiary Term Borrower and each Foreign Subsidiary
Borrower, as the case may be, hereunder or under any other Loan Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Parent Borrower, any Subsidiary
Term Borrower or any Foreign Subsidiary Borrower, as the case may be, by a
Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or
on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest
error.

     (d) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by the Parent Borrower, any Subsidiary Term Borrower or any Foreign
Subsidiary Borrower to a Governmental Authority, the Parent Borrower, such
Subsidiary Term Borrower or such Foreign Subsidiary Borrower, as the case may
be, shall deliver to the Administrative Agent the original or a certified copy
of a receipt issued by such Governmental Authority evidencing such payment, a
copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

     (e) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Parent Borrower,
any Subsidiary


<PAGE>
                                      -77-


Term Borrower or any Foreign Subsidiary Borrower, as the case may be, is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Parent Borrower (on behalf of
itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers)
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Parent Borrower (on behalf of
itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) as
will permit such payments to be made without withholding or at a reduced rate.

     (f) If the Administrative Agent or a Lender (or a transferee) determines,
in its sole discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by the Parent Borrower, any Subsidiary
Term Borrower or any Foreign Subsidiary Borrower or with respect to which the
Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the
Foreign Subsidiary Borrowers) has paid additional amounts pursuant to this
Section 2.17, it shall pay over such refund to the Parent Borrower (but only to
the extent, of indemnity payments made, or additional amounts paid, by the
Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
under this Section 2.17 with respect to the Taxes or the Other Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Administrative Agent
or such Lender (or Transferee) and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund);
provided, however, that the Parent Borrower, any Subsidiary Term Borrower or any
Foreign Subsidiary Borrower, upon the request of the Administrative Agent or
such Lender (or Transferee), agrees to repay the amount paid over to the Parent
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender (or
Transferee) in the event the Administrative Agent or such Lender (or Transferee)
is required to repay such refund to such Governmental Authority. Nothing
contained in this Section 2.17(f) shall require the Administrative Agent or any
Lender to make available its tax returns or any other information relating to
its taxes which it deems confidential to the Parent Borrower or any other
person.

     SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and
the Foreign Subsidiary Borrowers) shall make each payment required to be made by
it hereunder or under any other Loan Document (whether of principal, interest,
fees or reimbursement of LC Disbursements, or of amounts payable under Section
2.15, 2.16 or 2.17, or otherwise) on or before the time expressly required
hereunder or under such other Loan Document for such payment (or, if no such
time is expressly required, prior to 12::00 noon, New York City time, or if the
applicable Loan is a Foreign Currency Loan, London time), on the date when due,
in immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be


<PAGE>
                                      -78-


deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 270 Park Avenue, New York, New York
(unless otherwise instructed in the case of Foreign Currency Loans), except
payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.15,
2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
Subject to Section 9.01, all payments under each Loan Document of principal or
interest in respect of any Loan or LC Disbursement shall be made in the currency
of such Loan or LC Disbursement; all other payments hereunder and under each
other Loan Document shall be made in dollars.

     (b) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

     (c) If any Lender shall, by exercising any right of set-off or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any
of its Revolving Loans, Term Loans or participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans, Term Loans and
participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made

<PAGE>
                                      -79-


by the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary
Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans or participations in LC
Disbursements to any assignee or participant, other than to the Parent Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Parent Borrower, each Subsidiary Term Borrower and
each Foreign Subsidiary Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the
Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary
Borrower, as the case may be, rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Parent Borrower, such Subsidiary Term Borrower or such Foreign Subsidiary
Borrower in the amount of such participation.

     (d) Unless the Administrative Agent shall have received notice from the
Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the
Foreign Subsidiary Borrowers) prior to the date on which any payment is due to
the Administrative Agent for the account of the Lenders or the Issuing Bank
hereunder that the Parent Borrower, any Subsidiary Term Borrower or any Foreign
Subsidiary Borrower, as the case may be, will not make such payment, the
Administrative Agent may assume that the Parent Borrower, such Subsidiary Term
Borrower or such Foreign Subsidiary Borrower, as the case may be, has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due. In such event, if the Parent Borrower, such Subsidiary Term
Borrower or such Foreign Subsidiary Borrower, as the case may be, has not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

     (e) If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or 10.03(c), then
the Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.

     SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If


<PAGE>
                                      -80-


any Lender requests compensation under Section 2.15, or if the Parent Borrower,
any Subsidiary Term Borrower or any Foreign Subsidiary Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.17, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Parent Borrower (on behalf
of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers)
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

     (b) If any Lender requests compensation under Section 2.15, or if the
Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if any
Lender defaults in its obligation to fund Loans hereunder, then the Parent
Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign
Subsidiary Borrowers) may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 10.04), all its interests, rights and obligations under this
Agreement to an assignee selected by the Parent Borrower that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Parent Borrower (on behalf of itself, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) shall have
received the prior written consent of the Administrative Agent (and, if a
Revolving Commitment is being assigned, the Issuing Bank and Swingline Lender),
which consent shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans
and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Parent Borrower, the Subsidiary Term Borrowers and the Foreign
Subsidiary Borrowers (in the case of all other amounts) and (iii) in the case of
any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Section 2.17, such assignment will
result in a material reduction in such compensation or payments. A Lender shall
not be required to make any such assignment and delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling
the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary
Borrower to require such assignment and delegation cease to apply.


<PAGE>
                                      -81-


     SECTION 2.20. Additional Reserve Costs. (a) If and so long as any Revolving
Lender is required to make special deposits with the Bank of England, to
maintain reserve asset ratios or to pay fees, in each case in respect of such
Revolving Lender's Foreign Currency Loans, such Revolving Lender may require the
relevant Foreign Subsidiary Borrower to pay, contemporaneously with each payment
of interest on each of such Foreign Currency Loans, additional interest on such
Foreign Currency Loan at a rate per annum equal to the Mandatory Costs Rate
calculated in accordance with the formula and in the manner set forth in Exhibit
M hereto.

     (b) If and so long as any Revolving Lender is required to comply with
reserve assets, liquidity, cash margin or other requirements of any monetary or
other authority (including any such requirement imposed by the European Central
Bank or the European System of Central Banks, but excluding requirements
reflected in the Statutory Reserve Rate or the Mandatory Costs Rate) in respect
of any of such Revolving Lender's Foreign Currency Loans, such Revolving Lender
may require the relevant Foreign Subsidiary Borrower to pay, contemporaneously
with each payment of interest on each of such Revolving Lender's Foreign
Currency Loans subject to such requirements, additional interest on such Foreign
Currency Loan at a rate per annum specified by such Revolving Lender to be the
cost to such Revolving Lender of complying with such requirements in relation to
such Foreign Currency Loan.

     (c) Any additional interest owed pursuant to paragraph (a) or (b) above
shall be determined by the relevant Revolving Lender, which determination shall
be conclusive absent manifest error, and notified to the Parent Borrower (on
behalf of the relevant Foreign Subsidiary Borrower (with a copy to the
Administrative Agent)) at least five Business Days before each date on which
interest is payable for the relevant Foreign Currency Loan, and such additional
interest so notified by such Revolving Lender shall be payable to the
Administrative Agent for the account of such Revolving Lender on each date on
which interest is payable for such Foreign Currency Loan.

     SECTION 2.21. Designation of Foreign Subsidiary Borrowers. The Parent
Borrower may at any time and from time to time designate any Foreign Subsidiary
as a Foreign Subsidiary Borrower, by delivery to the Administrative Agent of a
Foreign Subsidiary Borrowing Agreement executed by such Foreign Subsidiary and
the Parent Borrower, and upon such delivery such Foreign Subsidiary shall for
all purposes of this Agreement and the other Loan Documents be a Foreign
Subsidiary Borrower until the Parent Borrower shall terminate such designation
pursuant to a termination agreement satisfactory to the Administrative Agent,
whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary
Borrower and a party to this Agreement and any other applicable Loan Documents.
Notwithstanding the preceding sentence, no such termination will become
effective as to any Foreign


<PAGE>
                                      -82-


Subsidiary Borrower at a time when any principal of or interest on any Loan to
such Foreign Subsidiary Borrower is outstanding. As soon as practicable upon
receipt of a Foreign Subsidiary Borrowing Agreement, the Administrative Agent
shall send a copy thereof to each Lender.

     SECTION 2.22. Foreign Subsidiary Borrower Costs. (a) If the cost to any
Revolving Lender of making or maintaining any Foreign Currency Loan to a Foreign
Subsidiary Borrower is increased (or the amount of any sum received or
receivable by any Revolving Lender (or its applicable lending office) is
reduced) by an amount deemed in good faith by such Revolving Lender to be
material, by reason of the fact that such Foreign Subsidiary Borrower is
incorporated in, or conducts business in, a jurisdiction outside the United
States, such Foreign Subsidiary Borrower shall indemnify such Revolving Lender
for such increased cost or reduction within 15 days after demand by such
Revolving Lender (with a copy to the Administrative Agent). A certificate of
such Revolving Lender claiming compensation under this paragraph and setting
forth the additional amount or amounts to be paid to it hereunder (and the basis
for the calculation of such amount or amounts) shall be conclusive in the
absence of manifest error.

     (b) Each Revolving Lender will promptly notify the Parent Borrower (on
behalf of the relevant Foreign Subsidiary Borrower) and the Administrative Agent
of any event of which it has knowledge that will entitle such Revolving Lender
to additional interest or payments pursuant to paragraph (a) above, but in any
event within 45 days after such Revolving Lender obtains actual knowledge
thereof; provided that (i) if any Revolving Lender fails to give such notice
within 45 days after it obtains actual knowledge of such an event, such
Revolving Lender shall, with respect to compensation payable pursuant to this
Section 2.21 in respect of any costs resulting from such event, only be entitled
to payment under this Section 2.21 for costs incurred from and after the date 45
days prior to the date that such Revolving Lender does give such notice and (ii)
each Revolving Lender will designate a different applicable lending office, if,
in the judgment of such Revolving Lender, such designation will avoid the need
for, or reduce the amount of, such compensation and will not be otherwise
disadvantageous to such Revolving Lender.


                                   ARTICLE III

                         Representations and Warranties

     Each of Holdings, the Parent Borrower, each Subsidiary Term Borrower (as to
itself only) and each Foreign Subsidiary Borrower (as to itself only) represents
and warrants to the Lenders that:


<PAGE>
                                      -83-


     SECTION 3.01. Organization; Powers. Each of Holdings, the Parent Borrower
and its Subsidiaries (including the Receivables Subsidiary) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.

     SECTION 3.02. Authorization; Enforceability. The Transactions to be entered
into by each Loan Party are within such Loan Party's powers and have been duly
authorized by all necessary action. This Agreement has been duly executed and
delivered by each of Holdings and the Parent Borrower and constitutes, and each
other Loan Document to which any Loan Party is to be a party, when executed and
delivered by such Loan Party, will constitute, a legal, valid and binding
obligation of Holdings, the Parent Borrower or such Loan Party (as the case may
be), enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

     SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do
not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except (x) such as have been
obtained or made and are in full force and effect, (y) filings necessary to
perfect Liens created under the Loan Documents and (z) consents, approvals,
registrations, filings or actions the failure of which to obtain or perform
could not reasonably be expected to result in a Material Adverse Effect, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of Holdings, the Parent Borrower or any of its
Subsidiaries (including the Receivables Subsidiary) or any order of any
Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon Holdings, the Parent
Borrower or any of its Subsidiaries (including the Receivables Subsidiary) or
its assets, or give rise to a right thereunder to require any payment to be made
by Holdings, the Parent Borrower or any of its Subsidiaries (including the
Receivables Subsidiary), except for violations, defaults or the creation of such
rights that could not reasonably be expected to result in a Material Adverse
Effect, and (d) will not result in the creation or imposition of any Lien on any
asset of Holdings, the Parent Borrower or any of its Subsidiaries (including the
Receivables Subsidiary), except Liens created under the Loan Documents and Liens
permitted by Section 6.02.


<PAGE>
                                      -84-


     SECTION 3.04. Financial Condition; No Material Adverse Change. (a) Holdings
has heretofore furnished to the Lenders its consolidated balance sheet and
statements of income, stockholders equity and cash flows (i) as of and for the
fiscal year ended December 31, 1999, reported on by PricewaterhouseCoopers LLP,
independent public accountants, and (ii) as of and for the fiscal quarter and
the portion of the fiscal year ended September 30, 2000, certified by its chief
financial officer. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of
Holdings and its consolidated Subsidiaries as of such dates and for such periods
in accordance with GAAP, subject to year-end audit adjustments and the absence
of footnotes in the case of the statements referred to in clause (ii) above.

     (b) Holdings has heretofore furnished to the Lenders its pro forma
consolidated balance sheet as of a recent date prior to the Effective Date,
prepared giving effect to the Transactions as if the Transactions had occurred
on such date. Such pro forma consolidated balance sheet (i) has been prepared in
good faith based on the same assumptions used to prepare the pro forma financial
statements included in the Information Memorandum (which assumptions are
believed by Holdings and the Parent Borrower to be reasonable), (ii) is based on
the best information available to Holdings and the Parent Borrower after due
inquiry, (iii) accurately reflects all adjustments necessary to give effect to
the Transactions and (iv) presents fairly, in all material respects, the pro
forma financial position of Holdings and its consolidated Subsidiaries as of
such date as if the Transactions had occurred on such date.

     (c) Except as disclosed in the financial statements referred to above or
the notes thereto or in the Information Memorandum, except for the Disclosed
Matters and except for liabilities arising as a result of the Transactions,
after giving effect to the Transactions, none of Holdings, the Parent Borrower
or the Subsidiaries (including the Receivables Subsidiary and the Saturn
Subsidiary) has, as of the Effective Date, any contingent liabilities that would
be material to Holdings, the Parent Borrower and the Subsidiaries (including the
Receivables Subsidiary and the Saturn Subsidiary), taken as a whole.

     (d) Since December 31, 1999, there has been no event, change or occurrence
that, individually or in the aggregate, has had or could reasonably be expected
to result in a Material Adverse Effect.

     SECTION 3.05. Properties. (a) Each of Holdings, the Parent Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business (including its Mortgaged
Properties), except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.


<PAGE>
                                      -85-


     (b) Each of Holdings, the Parent Borrower and its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by Holdings,
the Parent Borrower and its Subsidiaries does not infringe upon the rights of
any other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

     (c) Schedule 3.05 sets forth the address of each real property that is
owned or leased by Holdings, the Parent Borrower or any of its Subsidiaries as
of the Effective Date after giving effect to the Transactions.

     (d) As of the Effective Date, neither Holdings, the Parent Borrower nor any
of its Subsidiaries has received written notice of any pending or contemplated
condemnation proceeding affecting any Mortgaged Property or any sale or
disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor
any interest therein is subject to any right of first refusal, option or other
contractual right to purchase such Mortgaged Property or interest therein.

     SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings or the Parent
Borrower, threatened against or affecting Holdings, the Parent Borrower or any
of its Subsidiaries (including the Receivables Subsidiary) (i) as to which there
is a reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect (other than the Disclosed Matters) or (ii)
that involve any of the Loan Documents or the Transactions.

     (b) Except for the Disclosed Matters and except with respect to any other
matters that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, neither Holdings, the Parent Borrower
nor any of its Subsidiaries (including the Receivables Subsidiary) (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.

     (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.


<PAGE>
                                      -86-


     SECTION 3.07. Compliance with Laws and Agreements. Each of Holdings, the
Parent Borrower and its Subsidiaries (including the Receivables Subsidiary) is
in compliance with all laws, regulations and orders of any Governmental
Authority applicable to it or its property and all indentures, agreements and
other instruments binding upon it or its property, except where the failure to
do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. No Default has occurred and is continuing.

     SECTION 3.08. Investment and Holding Company Status. Neither Holdings, the
Parent Borrower nor any of its Subsidiaries (including the Receivables
Subsidiary) is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.

     SECTION 3.09. Taxes. Each of Holdings, the Parent Borrower and its
Subsidiaries (including the Receivables Subsidiary) has timely filed or caused
to be filed all Tax returns and reports required to have been filed and has paid
or caused to be paid all Taxes required to have been paid by it, except (a) any
Taxes that are being contested in good faith by appropriate proceedings and for
which Holdings, the Parent Borrower or such Subsidiary (including the
Receivables Subsidiaries), as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

     SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. As of the Effective Date, the present value
of all accumulated benefit obligations under any one Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed by more than $23,000,000 the fair market value of the
assets of such Plan, and the present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $40,000,000 the fair market value of the assets of all such underfunded
Plans.

     SECTION 3.11. Disclosure. Each of Holdings and the Parent Borrower has
disclosed to the Lenders all agreements, instruments and corporate or other
restrictions to which Holdings, the Parent Borrower or any of its Subsidiaries
(including the Receivables Subsidiary) is subject, and all other matters known

<PAGE>
                                      -87-


to any of them, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. Neither the Information
Memorandum nor any of the other reports, financial statements, certificates or
other information furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or any other Loan Document or delivered hereunder or thereunder (as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, Holdings and the Parent Borrower represent only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time such projections were prepared.

     SECTION 3.12. Subsidiaries. Holdings does not have any subsidiaries other
than the Parent Borrower, the Saturn Subsidiary and the Parent Borrower's
Subsidiaries. Schedule 3.12 sets forth the name of, and the ownership interest
of the Parent Borrower in, each Subsidiary of the Parent Borrower and identifies
each Subsidiary that is a Subsidiary Loan Party, in each case as of the
Effective Date.

     SECTION 3.13. Insurance. Schedule 3.13 sets forth a description of all
material insurance policies maintained by or on behalf of Holdings, the Parent
Borrower and the Subsidiaries as of the Effective Date. As of the Effective
Date, all premiums due in respect of such insurance have been paid.

     SECTION 3.14. Labor Matters. As of the Effective Date, there are no
strikes, lockouts or slowdowns against Holdings, the Parent Borrower or any
Subsidiary pending or, to the knowledge of Holdings or the Parent Borrower,
threatened that could reasonably be expected to have a Material Adverse Effect.
All payments due from Holdings, the Parent Borrower or any Subsidiary, or for
which any claim may be made against Holdings, the Parent Borrower or any
Subsidiary, on account of wages and employee health and welfare insurance and
other benefits, have been paid or accrued as a liability on the books of
Holdings, the Parent Borrower or such Subsidiary. The consummation of the
Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which Holdings, the Parent Borrower or any Subsidiary is bound.

     SECTION 3.15. Solvency. Immediately after the consummation of the
Transactions to occur on the Effective Date and immediately following the making
of each Loan made on the Effective Date and after giving effect to the
application of the proceeds of such Loans, (a) the fair value of the assets of
each Loan Party, at a fair valuation, will exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of each Loan Party will be greater


<PAGE>
                                      -88-


than the amount that will be required to pay the probable liability of its debts
and other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) each Loan Party will be able
to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) the Loan Parties, on
a consolidated basis, will not have unreasonably small capital with which to
conduct the business in which it is engaged as such business is now conducted
and is proposed to be conducted following the Effective Date.

     SECTION 3.16. Senior Indebtedness. To the extent any Subordinated Debt is
outstanding, the Obligations constitute "Senior Indebtedness" under and as
defined in the Subordinated Debt Documents.

     SECTION 3.17. Security Documents. (a) The Pledge Agreement is effective to
create in favor of the Collateral Agent, for the benefit of the Secured Parties,
a legal, valid and enforceable security interest in the Collateral (as defined
in the Pledge Agreement) and, when such Collateral is delivered to the
Collateral Agent and for so long as the Collateral Agent remains in possession
of such Collateral, the security interest created by the Pledge Agreement shall
constitute a perfected first priority security interest in all right, title and
interest of the pledgor thereunder in such Collateral, in each case prior and
superior in right to any other Person.

     (b) The Security Agreement is effective to create in favor of the
Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
enforceable security interest in the Collateral (as defined in the Security
Agreement) and, when financing statements in appropriate form are filed in the
offices specified on Schedule 6 to the Perfection Certificate, the security
interest created by the Security Agreement shall constitute a perfected security
interest in all right, title and interest of the grantors thereunder in such
Collateral (other than the Intellectual Property (as defined in the Security
Agreement)), in each case prior and superior in right to any other Person, other
than with respect to Liens permitted by Section 6.02.

     (c) When the Security Agreement (or a summary thereof) is filed in the
United States Patent and Trademark Office and the United States Copyright Office
and the financing statements referred to in Section 3.17(b) above are
appropriately filed, the security interest created by the Security Agreement
shall constitute a perfected security interest in all right, title and interest
of the grantors thereunder in the Intellectual Property (as defined in the
Security Agreement) in which a security interest may be perfected by filing,
recording or registering a security agreement, financing statement or analogous
document in the United States Patent and Trademark Office or the United States
Copyright Office, as applicable, in each case prior and superior in right to any
other Person (it being understood that subsequent recordings in the United
States Patent and Trademark Office and the United States Copyright Office and
subsequent UCC filings may be necessary to perfect a lien on registered
trade-


<PAGE>
                                      -89-


marks, trademark applications and copyrights acquired by the Loan Parties after
the Effective Date), other than with respect to Liens permitted by Section 6.02.

     (d) The Mortgages are effective to create, subject to the exceptions listed
in each title insurance policy covering such Mortgage, in favor of the
Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
enforceable Lien on all of the applicable mortgagor's right, title and interest
in and to the Mortgaged Properties thereunder and the proceeds thereof, and when
the Mortgages are filed in the offices specified on Schedule 3.17(d), the Lien
created by each Mortgage shall constitute a perfected Lien on all right, title
and interest of the applicable mortgagor in such Mortgaged Properties and the
proceeds thereof, in each case prior and superior in right to any other Person,
other than with respect to the rights of Persons pursuant to Liens permitted by
Section 6.02.

     (e) The Collateral Assignment is effective to create in favor of the
Collateral Agent for the benefit of the Secured Parties, a legal, valid and
enforceable security interest in the Collateral (as defined in the Collateral
Assignment) and, when financing statements in appropriate form are filed in
designated filing offices, the security interest created by the Collateral
Assignment shall constitute a perfected security interest created by the
security interest in all right, title and interest of Holdings in such
Collateral in which a security interest may be perfected by filing such
financing statements, in each case prior and superior in right to any other
person, other than with respect to Liens permitted by Section 6.02.

     (f) Following the execution of any Foreign Security Document pursuant to
Section 4.03, each Foreign Security Document shall be effective to create in
favor of the Collateral Agent, for the benefit of the Secured Parties, a legal,
valid and enforceable security interest in the applicable collateral covered by
such Foreign Security Document, and when the actions specified in such Foreign
Security Document, if any, are completed, the security interest created by such
Foreign Security Document shall constitute a perfected security interest in all
right, title and interest of the grantors thereunder in such collateral to the
full extent possible under the laws of the applicable foreign jurisdiction, in
each case prior and superior in right to any other Person, other than with
respect to Liens permitted by Section 6.02.

     SECTION 3.18. Federal Reserve Regulations. (a) None of Holdings, the Parent
Borrower or any of the Subsidiaries (including the Receivables Subsidiary) is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin Stock.

     (b) No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of the provisions of the
Regulations of the Board, including Regulation U or X.



<PAGE>
                                      -90-


                                   ARTICLE IV

                                   Conditions

     SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans
and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 10.02):

          (a) The Administrative Agent (or its counsel) shall have received from
     each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence satisfactory to the
     Administrative Agent (which may include telecopy transmission of a signed
     signature page of this Agreement) that such party has signed a counterpart
     of this Agreement.

          (b) The Administrative Agent shall have received a favorable written
     opinion (addressed to the Administrative Agent and the Lenders and dated
     the Effective Date) of each of (i) Cahill Gordon & Reindel, special counsel
     for the Parent Borrower, substantially in the form of Exhibit B-1, and (ii)
     local counsel for the Parent Borrower in each jurisdiction where a
     Mortgaged Property and certain other specified Collateral is located,
     substantially in the form of Exhibit B-2, and, in the case of each such
     opinion required by this paragraph, covering such other matters relating to
     the Loan Parties, the Loan Documents or the Transactions as the Required
     Lenders shall reasonably request. Each of Holdings and the Parent Borrower
     hereby requests such counsel to deliver such opinions.

          (c) The Administrative Agent shall have received such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of each
     Loan Party, the authorization of the Transactions and any other legal
     matters relating to the Loan Parties, the Loan Documents or the
     Transactions, all in form and substance satisfactory to the Administrative
     Agent and its counsel.

          (d) The Administrative Agent shall have received a certificate, dated
     the Effective Date and signed by the President, a Vice President or a
     Financial Officer of Holdings and the Parent Borrower, confirming
     compliance with the conditions set forth in paragraphs (a) and (b) of
     Section 4.02.

          (e) The Administrative Agent shall have received all fees and other
     amounts due and payable on or prior to the Effective Date, including, to
     the extent invoiced, reimbursement or payment of all out-of-pocket expenses
     (including fees,


<PAGE>
                                      -91-


     charges and disbursements of counsel) required to be reimbursed or paid by
     any Loan Party hereunder or under any other Loan Document.

          (f) The Collateral and Guarantee Requirement shall have been satisfied
     and the Administrative Agent shall have received a completed Perfection
     Certificate dated the Effective Date and signed by an executive officer or
     Financial Officer of the Parent Borrower, together with all attachments
     contemplated thereby, including the results of a search of the Uniform
     Commercial Code (or equivalent) filings made with respect to the Loan
     Parties in the jurisdictions contemplated by the Perfection Certificate and
     copies of the financing statements (or similar documents) disclosed by such
     search and evidence reasonably satisfactory to the Administrative Agent
     that the Liens indicated by such financing statements (or similar
     documents) are permitted by Section 6.02 or have been released or will be
     released pursuant to UCC-3 financing statements or other release
     documentation delivered to the Collateral Agent.

          (g) The Administrative Agent shall have received evidence that the
     insurance required by Section 5.07 and the Security Documents is in effect.

          (h) All material consents and approvals required to be obtained from
     any Governmental Authority or other Person in connection with the
     Transactions shall have been obtained, and all applicable waiting periods
     and appeal periods shall have expired and there shall be no governmental or
     judicial action, actual or threatened, that could reasonably be expected to
     restrain, prevent or impose burdensome conditions on the Transactions.

          (i) The Recapitalization shall have been, or substantially
     simultaneously with the initial funding of Loans on the Effective Date
     shall be, consummated in accordance with the Recapitalization Documents and
     applicable law, and the Administrative Agent shall be satisfied that the
     fees and expenses related to the Transactions payable on the Effective Date
     will not exceed approximately $78,900,000 plus any additional fees and
     expenses funded with a common equity contribution in excess of the amount
     specified in the defined term "Equity Contribution." Immediately following
     the completion of the Transactions, the Investors will own not less than
     75% of Holdings' common stock, and Masco and certain other Pre-Merger
     Stockholders will own on the Effective Date the remainder of such common
     stock.

          (j) The Parent Borrower shall have received not less than $100,000,000
     in cash proceeds from sales of receivables under the Permitted Receivables
     Facility. The terms and conditions of the Permitted Receivables Facility
     (including terms and conditions relating to interest rates, fees,
     amortization, maturity, redemption, covenants, events of default and
     remedies) shall be reasonably satisfactory in all respects to the
     Administrative Agent (it being understood that the terms and conditions of
     the Per-


<PAGE>
                                      -92-


     mitted Receivables Financing as provided to the Administrative Agent prior
     to the date hereof are satisfactory to the Administrative Agent and the
     parties thereto shall not be entitled to effect material amendments or
     waivers to the agreements relating thereto without the approval of the
     Administrative Agent).

          (k) After giving effect to the Transactions, none of Holdings, the
     Parent Borrower or any of the Subsidiaries shall have outstanding any
     shares of preferred stock or any Indebtedness to a Person other than
     Holdings, the Parent Borrower or any Subsidiary, other than (i)
     Indebtedness incurred under the Loan Documents, (ii) the Convertible
     Debentures, (iii) the Holdings Preferred Stock, (iv) the Permitted
     Receivables Financing and (v) Indebtedness listed on Schedule 6.01. Except
     for the Indebtedness described in the immediately preceding sentence, all
     principal, interest and other amounts in respect of the Indebtedness of
     Holdings, the Parent Borrower and the Subsidiaries (the "Repaid
     Indebtedness") shall have been repaid in full and all obligations
     thereunder shall have been terminated in a manner satisfactory to the
     Administrative Agent.

          (l) The Administrative Agent shall be reasonably satisfied with the
     terms and conditions of (a) the Recapitalization Documents, (b) the
     Shareholder Loan Agreement and the terms of the Shareholder Loans set forth
     therein, (c) the Holdings Preferred Stock, (d) the Restricted Stock Award
     and (e) the terms and conditions of all Indebtedness to remain outstanding
     after the Effective Date (it being understood and agreed that the terms and
     conditions of the Recapitalization Documents, the Shareholder Loan
     Agreement, the Shareholder Loans, the Preferred Stock, the Restricted Stock
     Award, the Convertible Debentures and all other Indebtedness to remain
     outstanding after the Effective Date, in each case as provided to the
     Administrative Agent prior to the date hereof, are acceptable to the
     Administrative Agent, and the parties thereto shall not be entitled to
     effect any material amendments or waivers to such documents not approved by
     the Administrative Agent).

          (m) The Equity Contribution and the Specified Asset Sale Proceeds
     shall have been received, Holdings shall hold the Specified Cash and the
     Shareholder Subordinated Loan Agreement shall have been executed by Masco
     and Holdings.

          (n) The Lenders shall have received unaudited consolidated balance
     sheets and related statements of income and stockholders' equity of
     Holdings for (a) each 2000 fiscal quarter ended 45 days prior to the
     Effective Date (which shall include cash flows) and (b) each fiscal month
     after the most recent 2000 fiscal quarter for which financial statements
     were received by the Lenders as described above and ended 30 days before
     the Effective Date.


<PAGE>
                                      -93-


          (o) The Lenders shall have received a pro forma consolidated balance
     sheet of Holdings described in Section 3.04(b), after giving effect to the
     Transactions, which balance sheet shall not be materially inconsistent with
     the forecasts previously provided to the Lenders.

          (p) The Administrative Agent shall not have discovered or otherwise
     become aware of information not previously disclosed to the Administrative
     Agent that the Administrative Agent believes to be inconsistent, in a
     manner that is material and adverse, with its understanding, based on
     information provided to the Administrative Agent prior to the date hereof,
     as to the amount and nature of the environmental and employee health and
     safety exposures to which Holdings, the Parent Borrower and the
     Subsidiaries may be subject after giving effect to the Transactions, and
     the plans of Holdings, the Parent Borrower or such Subsidiaries with
     respect thereto.

          (q) The Administrative Agent shall not have discovered or otherwise
     become aware of information not previously disclosed to the Administrative
     Agent that the Administrative Agent believes to be inconsistent, in a
     manner that is material and adverse, with its understanding, based on
     information provided to the Administrative Agent prior to the date hereof,
     as to the tax position and the contingent tax and other liabilities of
     Holdings, the Parent Borrower and the Subsidiaries after giving effect to
     the Transactions, and the plans of Holdings, the Parent Borrower or such
     Subsidiaries with respect thereto.

          (r) The Administrative Agent shall have received a solvency letter, in
     form and substance satisfactory to the Lenders, from Murray, Devine & Co.,
     Inc., confirming the solvency of Holdings, the Parent Borrower and the
     Subsidiaries on a consolidated basis after giving effect to the
     Transactions.

The Administrative Agent shall notify the Parent Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 10.02)
at or prior to 5:00 p.m., New York City time, on December 5, 2000 (and, in the
event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

     SECTION 4.02. Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing (other than (i) any Revolving Borrowing
made pursuant to Section 2.05(d) and (ii) any continuation or conversion of a
Borrowing pursuant to the terms hereof that does not result in the increase of
the aggregate principal amount of the Borrowings then outstanding), and of the

<PAGE>
                                      -94-


Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject
to receipt of the request therefor in accordance herewith and to the
satisfaction of the following conditions:

          (a) The representations and warranties of each Loan Party set forth in
     the Loan Documents shall be true and correct on and as of the date of such
     Borrowing or the date of issuance, amendment, renewal or extension of such
     Letter of Credit, as applicable.

          (b) At the time of and immediately after giving effect to such
     Borrowing or the issuance, amendment, renewal or extension of such Letter
     of Credit, as applicable, no Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by Holdings
and the Parent Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.

     SECTION 4.03. Credit Events Relating to Foreign Subsidiary Borrowers. The
obligation of each Lender to make Loans to any Foreign Subsidiary Borrower is
subject to the satisfaction of the following conditions:

          (a) With respect to the initial Credit Event relating to such Foreign
     Subsidiary Borrower;

               (i) the Administrative Agent (or its counsel) shall have received
          such Foreign Subsidiary Borrower's Foreign Subsidiary Borrowing
          Agreement duly executed by all parties thereto; and

               (ii) the Administrative Agent shall have received such documents
          (including legal opinions) and certificates as the Administrative
          Agent or its counsel may reasonably request relating to the formation,
          existence and good standing of such Foreign Subsidiary Borrower, the
          authorization of the Foreign Currency Borrowings as they relate to
          such Foreign Subsidiary Borrower and any other legal matters relating
          to such Foreign Subsidiary Borrower or its Foreign Subsidiary
          Borrowing Agreement, all in form and substance satisfactory to the
          Administrative Agent and its counsel.

          (b) With respect to any Credit Event following which (x) such Foreign
     Subsidiary Borrower will have borrowed more than the Dollar Equivalent of
     $5,000,000 of Foreign Currency Borrowings or (y) the aggregate amount of
     outstanding Foreign Currency Borrowings exceeds the Dollar Equivalent of
     $15,000,000, the Administrative Agent shall be satisfied that the Foreign
     Security Collateral and Guar-


<PAGE>
                                      -95-


     antee Agreement shall be satisfied with respect to such Foreign Subsidiary
     Borrower in the case of clause (x) and all Foreign Subsidiary Borrowers in
     the case of clause (y).


                                    ARTICLE V

                              Affirmative Covenants

     Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees payable hereunder shall have been paid in
full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, each of Holdings, the Parent Borrower,
each Subsidiary Term Borrower (as to itself only) and each Foreign Subsidiary
Borrower (as to itself only) covenants and agrees with the Lenders that:

     SECTION 5.01. Financial Statements and Other Information. Holdings or the
Parent Borrower will furnish to the Administrative Agent and each Lender:

          (a) within 95 days after the end of each fiscal year of Holdings, its
     audited consolidated and unaudited consolidating balance sheet and related
     statements of operations, stockholders' equity and cash flows as of the end
     of and for such year, setting forth in each case in comparative form the
     figures for the previous fiscal year, all reported on by
     PricewaterhouseCoopers LPL or other independent public accountants of
     recognized national standing (without a "going concern" or like
     qualification or exception and without any qualification or exception as to
     the scope of such audit) to the effect that such consolidated financial
     statements present fairly in all material respects the financial condition
     and results of operations of Holdings and its consolidated subsidiaries on
     a consolidated basis in accordance with GAAP consistently applied (it is
     understood that such financial statements shall also present separately
     financial information with respect to the Receivables Subsidiary and the
     Saturn Subsidiary);

          (b) within 50 days after the end of each of the first three fiscal
     quarters of each fiscal year of Holdings, its consolidated balance sheet
     and related statements of operations, stockholders' equity and cash flows
     as of the end of and for such fiscal quarter and the then elapsed portion
     of the fiscal year, setting forth in each case in comparative form the
     figures for the corresponding period or periods of (or, in the case of the
     balance sheet, as of the end of) the previous fiscal year, all certified by
     one of its Financial officers as presenting fairly in all material respects
     the financial condition and results of operations of Holdings and its
     consolidated subsidiaries on a consolidated basis in accordance with GAAP
     consistently applied, subject to normal year-end audit adjustments and the
     absence of footnotes (it is understood that such financial


<PAGE>
                                      -96-


     statements shall also present separately financial information with respect
     to the Receivables Subsidiary and the Saturn Subsidiary);

          (c) concurrently with any delivery of financial statements under
     clause (a) or (b) above, a certificate of a Financial Officer of Holdings
     or the Parent Borrower (i) certifying as to whether a Default has occurred
     and, if a Default has occurred, specifying the details thereof and any
     action taken or proposed to be taken with respect thereto, (ii) setting
     forth reasonably detailed calculations demonstrating compliance with
     Sections 6.13, 6.14 and 6.15, (iii) stating whether any change in GAAP or
     in the application thereof has occurred since the date of Holdings' audited
     financial statements referred to in Section 3.04 and, if any such change
     has occurred, specifying the effect of such change on the financial
     statements accompanying such certificate, (iv) identifying all Subsidiaries
     existing on the date of such certificate and indicating, for each such
     Subsidiary, whether such Subsidiary is a Subsidiary Loan Party or a Foreign
     Subsidiary and whether such Subsidiary was formed or acquired since the end
     of the previous fiscal quarter and (v) to the extent that the Asset
     Dropdown has not been completed, describing the status of the Asset
     Dropdown;

          (d) concurrently with any delivery of financial statements under
     clause (a) above, (i) a certificate of the accounting firm that reported on
     such financial statements stating whether they obtained knowledge during
     the course of their examination of such financial statements of any Default
     (which certificate may be limited to the extent required by accounting
     rules or guidelines) and (ii) a certificate of a Financial Officer of
     Holdings or the Parent Borrower (A) identifying any parcels of real
     property or improvements thereto with a value exceeding $750,000 that have
     been acquired by any Loan Party since the end of the previous fiscal year,
     (B) identifying any changes of the type described in Section 5.03(a) that
     have not been previously reported by the Parent Borrower, (C) identifying
     any Permitted Acquisitions that have been consummated since the end of the
     previous fiscal year, including the date on which each such Permitted
     Acquisition was consummated and the consideration therefor, (D) identifying
     any Intellectual Property (as defined in the Security Agreement) with
     respect to which a notice is required to be delivered under the Security
     Agreement and has not been previously delivered and (E) identifying any
     Prepayment Events that have occurred since the end of the previous fiscal
     year and setting forth a reasonably detailed calculation of the Net
     Proceeds received from Prepayment Events since the end of such previous
     fiscal year;

          (e) at least 30 days prior to the commencement of each fiscal year of
     Holdings (commencing with the fiscal year ending December 31, 2002), a
     detailed consolidated budget for such fiscal year (including a projected
     consolidated balance sheet and related statements of projected operations
     and cash flow as of the end of and


<PAGE>
                                      -97-


     for such fiscal year and setting forth the assumptions used for purposes of
     preparing such budget) and, promptly when available, any material revisions
     of such budget that have been approved by senior management of Holdings;

          (f) promptly after the same become publicly available, copies of all
     periodic and other reports, proxy statements and other materials filed by
     Holdings, the Parent Borrower or any Subsidiary with the Securities and
     Exchange Commission, or any Governmental Authority succeeding to any or all
     of the functions of said Commission, or with any national securities
     exchange, as the case may be; and

          (g) promptly following any request therefor, such other information
     regarding the operations, business affairs and financial condition of
     Holdings, the Parent Borrower or any Subsidiary, or compliance with the
     terms of any Loan Document, as the Administrative Agent or any Lender may
     reasonably request.

     SECTION 5.02. Notices of Material Events. Holdings and the Parent Borrower
will furnish to the Administrative Agent and each Lender prompt written notice
of the following:

          (a) the occurrence of any Default;

          (b) the filing or commencement of any action, suit or proceeding by or
     before any arbitrator or Governmental Authority against or affecting
     Holdings, the Parent Borrower or any Affiliate thereof that, if adversely
     determined, could reasonably be expected to result in a Material Adverse
     Effect;

          (c) the occurrence of any ERISA Event that, alone or together with any
     other ERISA Events that have occurred, could reasonably be expected to
     result in liability of Holdings, the Parent Borrower and its Subsidiaries
     in an aggregate amount exceeding $10,000,000; and

          (d) any other development that results in, or could reasonably be
     expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Parent Borrower setting
forth the details of the event or development requiring such notice and any
action taken or proposed to be taken with respect thereto.

     SECTION 5.03. Information Regarding Collateral. (a) The Parent Borrower
will furnish to the Administrative Agent prompt written notice of any change (i)
in any Loan Party's legal


<PAGE>
                                      -98-


name or in any trade name used to identify it in the conduct of its business or
in the ownership of its properties, (ii) in the location of any Loan Party's
chief executive office, its principal place of business, any office in which it
maintains books or records relating to Collateral owned by it or any office or
facility at which Collateral owned by it is located (including the establishment
of any such new office or facility), (iii) in any Loan Party's identity or
structure or (iv) in any Loan Party's Federal Taxpayer Identification Number.
The Parent Borrower agrees not to effect or permit any change referred to in the
preceding sentence unless written notice has been delivered to the Collateral
Agent, together with all applicable information to enable the Administrative
Agent to make all filings under the Uniform Commercial Code or otherwise that
are required in order for the Collateral Agent (on behalf of the Secured
Parties) to continue at all times following such change to have a valid, legal
and perfected security interest in all the Collateral.

     (b) Each year, at the time of delivery of annual financial statements with
respect to the preceding fiscal year pursuant to clause (a) of Section 5.01,
Holdings (on behalf of itself and the other Loan Parties) shall deliver to the
Administrative Agent a certificate of a Financial Officer of Holdings (i)
setting forth the information required pursuant to the Perfection Certificate or
confirming that there has been no change in such information since the date of
the Perfection Certificate delivered on the Effective Date or the date of the
most recent certificate delivered pursuant to this Section and (ii) certifying
that all Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or
registrations, including all refilings, rerecordings and reregistrations,
containing a description of the Collateral have been filed of record in each
governmental, municipal or other appropriate office in each jurisdiction
identified pursuant to clause (i) above to the extent necessary to protect and
perfect the security interests under the Collateral Agreement for a period of
not less than 18 months after the date of such certificate (except as noted
therein with respect to any continuation statements to be filed within such
period).

     SECTION 5.04. Existence; Conduct of Business; Asset Dropdown. (a) Each of
Holdings, the Parent Borrower and the Foreign Subsidiary Borrowers will, and
will cause each of the Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names the loss of which would have a Material
Adverse Effect; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03 or
disposition by Section 6.05. Holdings and the Parent Borrower will cause all the
Equity Interests of the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers to be owned, directly or indirectly, by the Parent Borrower or any
Subsidiary, and the Subsidiary Term Borrowers shall at all times remain a
guarantor under the Guarantee Agreement.


<PAGE>
                                      -99-


     (b) Holdings shall complete the Asset Dropdown as soon as reasonably
practicable and in any event on or prior to the date that is six months after
the Effective Date.

     SECTION 5.05. Payment of Obligations. Each of Holdings, the Parent
Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers
will, and will cause each of the Subsidiaries (including the Receivables
Subsidiary and the Saturn Subsidiary) to, pay its Indebtedness and other
obligations, including Tax liabilities, before the same shall become delinquent
or in default, except where (a) the validity or amount thereof is being
contested in good faith by appropriate proceedings, (b) Holdings, the Parent
Borrower, the Subsidiary Term Borrowers, the Foreign Subsidiary Borrowers or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP, (c) such contest effectively suspends
collection of the contested obligation and the enforcement of any Lien securing
such obligation and (d) the failure to make payment pending such contest could
not reasonably be expected to result in a Material Adverse Effect.

     SECTION 5.06. Maintenance of Properties. Each of Holdings, the Parent
Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers
will, and will cause each of the Subsidiaries to, keep and maintain all property
material to the conduct of their business, taken as a whole, in good working
order and condition, ordinary wear and tear excepted; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03 or disposition by Section 6.05.

     SECTION 5.07. Insurance. Each of Holdings, the Parent Borrower, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers will, and will
cause each of the Subsidiaries to, maintain insurance in such amounts (with no
greater risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations, except where the failure to do so
could not reasonably be expected to result in a Material Adverse Effect. Such
insurance shall be maintained with financially sound and reputable insurance
companies, except that a portion of such insurance program (not to exceed that
which is customary in the case of companies engaged in the same or similar
business or having similar properties similarly situated) may be effected
through self-insurance, provided adequate reserves therefor, in accordance with
GAAP, are maintained. In addition, each of Holdings, the Parent Borrower the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers will, and will
cause each of its Subsidiaries to, maintain all insurance required to be
maintained pursuant to the Security Documents. The Parent Borrower will furnish
to the Lenders, upon request of the Administrative Agent, information in
reasonable detail as to the insurance so maintained. All insurance policies or
certificates (or certified copies thereof) with respect to such insurance shall
be endorsed to the Collateral Agent's rea-


<PAGE>
                                     -100-


sonable satisfaction for the benefit of the Lenders (including, without
limitation, by naming the Collateral Agent as loss payee or additional insured,
as appropriate).

     SECTION 5.08. Casualty and Condemnation. The Parent Borrower (a) will
furnish to the Administrative Agent and the Lenders prompt written notice of
casualty or other insured damage to any material portion of any Collateral
having a book value or fair market value of $1,000,000 or more or the
commencement of any action or proceeding for the taking of any Collateral having
a book value or fair market value of $1,000,000 or more or any part thereof or
interest therein under power of eminent domain or by condemnation or similar
proceeding and (b) will ensure that the Net Proceeds of any such event (whether
in the form of insurance proceeds, condemnation awards or otherwise) are
collected and applied in accordance with the applicable provisions of this
Agreement and the Security Documents.

     SECTION 5.09. Books and Records; Inspection and Audit Rights. Each of
Holdings, the Parent Borrower, the Subsidiary Term Borrowers and the Foreign
Subsidiary Borrowers will, and will cause each of the Subsidiaries to, keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and
activities. Each of Holdings, the Parent Borrower, the Subsidiary Term Borrowers
and the Foreign Subsidiary Borrowers will, and will cause each of the
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested.

     SECTION 5.10. Compliance with Laws. Each of Holdings, the Parent Borrower,
the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers will, and
will cause each of the Subsidiaries to, comply with all laws, rules, regulations
and orders of any Governmental Authority applicable to it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     SECTION 5.11. Use of Proceeds and Letters of Credit. The Parent Borrower
and the Subsidiary Term Borrowers will use on the Effective Date the proceeds of
the Term Loans, together with the Initial Receivables Proceeds and the proceeds
of the Initial Revolving Borrowing, only for the payment of the Intercompany
Transfer, and Holdings will use on the Effective Date the proceeds of the
Intercompany Transfer, together with the Specified Asset Sale Proceeds, the
proceeds from the Equity Contribution and the Specified Cash only for the
pay-


<PAGE>
                                     -101-


ment of (a) the Merger Consideration, (b) fees and expenses payable in
connection with the Transactions and (c) all principal, interest, fees and other
amounts outstanding under, or due in connection with the repayment of, the
Repaid Indebtedness. The proceeds of the Revolving Loans (other than the
proceeds from the Initial Revolving Borrowing) and Swingline Loans will be used
only for general corporate purposes, and to the extent permitted by Section
6.01(a)(i), Permitted Acquisitions. The proceeds of the Incremental Term Loans
will be used only for Permitted Acquisitions. No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations T, U
and X.

     SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary is
formed or acquired after the Effective Date, the Parent Borrower will, within
five Business Days after such Subsidiary is formed or acquired, notify the
Administrative Agent and the Lenders thereof and, within five Business Days
after such Subsidiary is formed or acquired, cause the Collateral and Guarantee
Requirement to be satisfied with respect to any Equity Interest in or
Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

     SECTION 5.13. Further Assurances. (a) Each of Holdings, the Parent
Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers
will, and will cause each Subsidiary Loan Party to, execute any and all further
documents, financing statements, agreements and instruments, and take all such
further actions (including the filing and recording of financing statements,
fixture filings, mortgages, deeds of trust, landlord waivers and other
documents), which may be required under any applicable law, or which the
Administrative Agent or the Required Lenders may reasonably request, to cause
the Collateral and Guarantee Requirement to be and remain satisfied, all at the
expense of the Loan Parties. Holdings, the Parent Borrower, the Subsidiary Term
Borrowers and the Foreign Subsidiary Borrowers also agree to provide to the
Administrative Agent, from time to time upon request, evidence reasonably
satisfactory to the Administrative Agent as to the perfection and priority of
the Liens created or intended to be created by the Security Documents.

     (b) If any assets (including any real property or improvements thereto or
any interest therein) having a book value or fair market value of $1,000,000 or
more in the aggregate are acquired by the Parent Borrower or any Subsidiary Loan
Party after the Effective Date or through the acquisition of a Subsidiary Loan
Party under Section 5.12 (other than, in each case, assets constituting
Collateral under the Security Agreement or the Pledge Agreement that become
subject to the Lien of the Security Agreement or the Pledge Agreement upon
acquisition thereof), the Parent Borrower or, if applicable, the relevant
Foreign Subsidiary Borrower will notify the Administrative Agent and the Lenders
thereof, and, if reasonably requested by the Administrative Agent or the
Required Lenders, the Parent Borrower


<PAGE>
                                     -102-


will cause such assets to be subjected to a Lien securing the Obligations and
will take, and cause the Subsidiary Loan Parties to take, such actions as shall
be necessary or reasonably requested by the Administrative Agent to grant and
perfect such Liens, including actions described in paragraph (a) of this
Section, all at the expense of the Loan Parties.

     SECTION 5.14. Interest Rate Protection. As promptly as practicable, and in
any event within 90 days after the Effective Date, the Parent Borrower will
enter into, and thereafter for a period of not less than three years will
maintain in effect, one or more interest rate protection agreements on such
terms as shall be reasonably satisfactory to the Administrative Agent, the
effect of which shall be to fix or limit the interest cost to the Parent
Borrower with respect to at least 50% of the outstanding Term Loans.

     SECTION 5.15. Available Funds; Additional Equity. (a) Until the date that
the Convertible Debentures have been irrevocably repaid or repurchased in full,
the Parent Borrower will maintain Available Funds in an aggregate amount equal
to the Available Funds Reserve Amount. On each Available Funds Date, the Parent
Borrower shall deliver a certificate of a Financial Officer of the Parent
Borrower dated as of such date certifying in reasonable detail that the
Available Funds equal the applicable Available Funds Reserve Amount on such
date. Upon delivery of such certificate, such Available Funds shall be deemed
"reserved" for purposes of this Agreement and may only be used as permitted by
Section 6.12.

     (b) Prior to or on March 1, 2001, Holdings shall obtain and contribute to
the Parent Borrower as common equity an amount of cash equal to no less than
$5,200,000 from the issuance of Equity Interests of Holdings, including by means
of a capital contribution, all in a manner reasonably satisfactory (including
the identity of any Persons investing in Holdings) to the Administrative Agent.


                                   ARTICLE VI

                               Negative Covenants

     Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, each of Holdings, the Parent Borrower, each Subsidiary
Term Borrower (as to itself only) and each Foreign Subsidiary Borrower (as to
itself only) covenants and agrees with the Lenders that:

     SECTION 6.01. Indebtedness; Certain Equity Securities. (a) None of
Holdings, the Par-


<PAGE>
                                     -103-


ent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
will, nor will they permit any Subsidiary to, create, incur, assume or permit to
exist any Indebtedness, except:

          (i) Indebtedness created under the Loan Documents, including the
     Incremental Term Loans; provided that Revolving Borrowings used to finance
     Permitted Acquisitions shall not exceed at any time the Permitted
     Acquisition Amount;

          (ii) the Permitted Receivables Financing;

          (iii) Indebtedness existing on the date hereof and set forth in
     Schedule 6.01 and extensions, renewals and replacements of any such
     Indebtedness that do not increase the outstanding principal amount as
     specified on such Schedule 6.01 or result in an earlier maturity date or
     decreased weighted average life thereof;

          (iv) the Convertible Debentures;

          (v) subject to Section 6.12(b), the Shareholder Loans;

          (vi) the Specified Permitted Unsecured Indebtedness and Permitted
     Subordinated Indebtedness;

          (vii) Additional Acquisition Indebtedness;

          (viii) Indebtedness of the Parent Borrower to any Subsidiary and of
     any Subsidiary to the Parent Borrower or any other Subsidiary; provided
     that Indebtedness of any Subsidiary that is not a Domestic Loan Party to
     the Parent Borrower or any Subsidiary Loan Party shall be subject to
     Section 6.04;

          (ix) Guarantees by the Parent Borrower of Indebtedness of any
     Subsidiary and by any Subsidiary of Indebtedness of the Parent Borrower or
     any other Subsidiary; provided that (a) Guarantees by the Parent Borrower
     or any Subsidiary Loan Party of Indebtedness of any Subsidiary that is not
     a Domestic Loan Party shall be subject to Section 6.04 and (b) this clause
     (ix) shall not apply to Guarantees of the Shareholder Loans, the Specified
     Permitted Unsecured Indebtedness, Permitted Subordinated Indebtedness and
     Additional Acquisition Indebtedness;

          (x) Guarantees by Holdings, the Parent Borrower or any Subsidiary, as
     the case may be, in respect of Specified Permitted Unsecured Indebtedness,
     Permitted Subordinated Indebtedness and Additional Acquisition
     Indebtedness; provided that none of Holdings, the Parent Borrower or any
     Subsidiary, as the case may be, shall Guarantee the Specified Permitted
     Unsecured Indebtedness, Permitted Subordinated


<PAGE>
                                     -104-


     Indebtedness or Additional Acquisition Indebtedness unless (A) it also has
     Guaranteed the Obligations pursuant to the Guarantee Agreement and (B) such
     Guarantee of the Specified Permitted Unsecured Indebtedness (to the extent
     such Indebtedness is subordinated), the Permitted Subordinated Indebtedness
     or Additional Acquisition Indebtedness, as the case may be, is subordinated
     to such Guarantee of the Obligations on terms no less favorable to the
     Lenders than the subordination provisions of the Specified Permitted
     Unsecured Indebtedness (to the extent such Indebtedness is subordinated),
     Permitted Subordinated Indebtedness and Additional Acquisition
     Indebtedness, as the case may be;

          (xi) Indebtedness of the Parent Borrower or any Subsidiary incurred to
     finance the acquisition, construction or improvement of any fixed or
     capital assets, including Capital Lease Obligations and any Indebtedness
     assumed in connection with the acquisition of any such assets or secured by
     a Lien on any such assets prior to the acquisition thereof, and extensions,
     renewals and replacements of any such Indebtedness that do not increase the
     outstanding principal amount thereof or result in an earlier maturity date
     or decreased weighted average life thereof; provided that (A) such
     Indebtedness is incurred prior to or within 180 days after such acquisition
     or the completion of such construction or improvement and (B) the aggregate
     principal amount of Indebtedness permitted by this clause (xi) shall not
     exceed $50,000,000 at any time outstanding;

          (xii) Indebtedness arising as a result of an Acquisition Lease
     Financing;

          (xiii) Indebtedness of any Person that becomes a Subsidiary after the
     date hereof; provided that (A) such Indebtedness exists at the time such
     Person becomes a Subsidiary and is not created in contemplation of or in
     connection with such Person becoming a Subsidiary and (B) the aggregate
     principal amount of Indebtedness permitted by this clause (xiii) shall not
     exceed $25,000,000 at any time outstanding, less the liquidation value of
     any outstanding Assumed Preferred Stock;

          (xiv) Indebtedness of Holdings, the Parent Borrower or any Subsidiary
     in respect of workers' compensation claims, self-insurance obligations,
     performance bonds, surety appeal or similar bonds and completion guarantees
     provided by Holdings, the Parent Borrower and the Subsidiaries in the
     ordinary course of their business; and

          (xv) other unsecured Indebtedness of Holdings, the Parent Borrower or
     any Subsidiary in an aggregate principal amount not exceeding $20,000,000
     at any time outstanding, less the liquidation value of any applicable
     Qualified Holdings Preferred Stock issued and outstanding pursuant to
     clause (b) of the definition of Qualified Holdings Preferred Stock.


<PAGE>
                                     -105-


     (b) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or
any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to,
issue any preferred stock or other preferred Equity Interests, except (i)
Holdings Preferred Stock, (ii) Qualified Holdings Preferred Stock, (iii) Assumed
Preferred Stock and (iv) preferred stock or preferred Equity Interests held by
Holdings, the Parent Borrower or any Subsidiary.

     SECTION 6.02. Liens. None of Holdings, the Parent Borrower or any Foreign
Subsidiary Borrower will, nor will they permit any Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, or assign or sell any income or revenues (including
accounts receivable) or rights in respect of any thereof, except:

          (a) Liens created under the Loan Documents;

          (b) Permitted Encumbrances;

          (c) Liens in respect of the Permitted Receivables Financing;

          (d) any Lien on any property or asset of the Parent Borrower or any
     Subsidiary existing on the date hereof and set forth in Schedule 6.02;
     provided that (i) such Lien shall not apply to any other property or asset
     of the Parent Borrower or any Subsidiary and (ii) such Lien shall secure
     only those obligations which it secures on the date hereof and extensions,
     renewals and replacements thereof that do not increase the outstanding
     principal amount thereof;

          (e) any Lien existing on any property or asset prior to the
     acquisition thereof by the Parent Borrower or any Subsidiary or existing on
     any property or asset of any Person that becomes a Subsidiary after the
     date hereof prior to the time such Person becomes a Subsidiary; provided
     that (A) such Lien is not created in contemplation of or in connection with
     such acquisition or such Person becoming a Subsidiary , as the case may be,
     (B) such Lien shall not apply to any other property or assets of the Parent
     Borrower or any Subsidiary and (C) such Lien shall secure only those
     obligations which it secures on the date of such acquisition or the date
     such Person becomes a Subsidiary, as the case may be;

          (f) Liens on fixed or capital assets acquired, constructed or improved
     by, or in respect of Capital Lease Obligations of, the Parent Borrower or
     any Subsidiary; provided that (A) such security interests secure
     Indebtedness permitted by clause (xi) of Section 6.01(a), (B) such security
     interests and the Indebtedness secured thereby are incurred prior to or
     within 180 days after such acquisition or the completion of such
     construction or improvement, (C) the Indebtedness secured thereby does not
     exceed the cost of acquiring, constructing or improving such fixed or
     capital assets and (D)


<PAGE>
                                     -106-


     such security interests shall not apply to any other property or assets of
     the Parent Borrower or any Subsidiary;

          (g) Liens, with respect to any Mortgaged Property, described in
     Schedule B-2 of the title policy covering such Mortgaged Property; and

          (h) other Liens securing liabilities permitted hereunder in an
     aggregate amount not exceeding (i) in respect of consensual Liens,
     $5,000,000 and (ii) in respect of all such Liens, $10,000,000, in each case
     at any time outstanding.

     SECTION 6.03. Fundamental Changes. (a) None of Holdings, the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will,
nor will they permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing (i) any
Subsidiary may merge into the Parent Borrower in a transaction in which the
Parent Borrower is the surviving corporation, (ii) any Subsidiary may merge into
any Subsidiary in a transaction in which the surviving entity is a Subsidiary
and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary
Loan Party (provided that, with respect to any such mergers involving the
Subsidiary Term Borrowers or the Foreign Subsidiary Borrower, the surviving
entity of such mergers shall be a Subsidiary Borrower or a Foreign Subsidiary
Borrower, as the case may be) and (iii) any Subsidiary (other than a Subsidiary
Loan Party) may liquidate or dissolve if the Parent Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the
Parent Borrower and is not materially disadvantageous to the Lenders; provided
that any such merger involving a Person that is not a wholly owned Subsidiary
immediately prior to such merger shall not be permitted unless also permitted by
Section 6.04.

     (b) The Parent Borrower will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Parent Borrower and its Subsidiaries on
the date of execution of this Agreement and businesses reasonably related
thereto.

     (c) Holdings will not engage in any business or activity other than (i) the
ownership of all the outstanding shares of capital stock of the Parent Borrower
and the Saturn Subsidiary, (ii) performing its obligations in respect of the
Restricted Stock Award, (iii) performing its obligations (A) under the Loan
Documents, (B) under the Shareholder Loan Agreement, subject to Section 6.12(b),
(C) as co-obligor with the Parent Borrower in respect of the Convertible
Debentures and (D) under the Permitted Receivables Financing, (iv) activities
incidental thereto and to Holdings' existence, (v) activities related to the
performance of all its obligations under the Recapitalization Agreement and in
respect of the Transactions and


<PAGE>
                                     -107-


(vi) other activities (including the incurrence of Indebtedness and the issuance
of its Equity Interests) that are permitted by this Agreement. Holdings will not
own or acquire any assets (other than shares of capital stock of the Parent
Borrower and the Saturn Subsidiary, any assets that are intended to be
transferred to the Parent Borrower pending completion of the Asset Dropdown and
any immaterial assets not subject to the Asset Dropdown, cash and Permitted
Investments) or incur any liabilities (other than liabilities imposed by law,
including tax liabilities, liabilities related to its existence and permitted
business and activities specified in the immediately preceding sentence).

     (d) The Saturn Subsidiary will not engage in any business or business
activity other than (i) holding Equity Interests in Saturn held on the date of
the execution of this Agreement and any property received in respect thereof,
(ii) performing its obligations in respect of the Saturn Sale and the Saturn
Proceeds Distribution, (iii) activities permitted by its certificate of
incorporation and (iv) activities incidental thereto and to the Saturn
Subsidiary's existence. The Saturn Subsidiary will not own or acquire any assets
(other than such equity investments in Saturn) or incur any liabilities (other
than liabilities imposed by law, including tax liabilities, and other
liabilities related to its existence and permitted business and activities
specified in the immediately preceding sentence).

     (e) The Receivables Subsidiary will not engage in any business or business
activity other than the activities related to the Permitted Receivables
Financing and its existence. The Receivables Subsidiary will not own or acquire
any assets (other than the receivables subject to the Permitted Receivables
Financing) or incur any liabilities (other than the liabilities imposed by law
including tax liabilities, and other liabilities related to its existence and
permitted business and activities specified in the immediately preceding
sentence, including liabilities arising under the Permitted Receivables
Financing).

     SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions.
None of the Parent Borrower, any Subsidiary Loan Party or any Foreign Subsidiary
Borrower will, nor will they permit any Subsidiary to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly owned
Subsidiary prior to such merger) any Equity Interests in or evidences of
indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit, except:

          (a) Permitted Investments;

          (b) investments existing on the date hereof and set forth on Schedule
     6.04;


<PAGE>
                                     -108-


          (c) Permitted Acquisitions;

          (d) investments by the Parent Borrower and the Subsidiaries in Equity
     Interests in their respective Subsidiaries that exist immediately prior to
     any applicable transaction; provided that (i) any such Equity Interests
     held by a Loan Party shall be pledged pursuant to the Pledge Agreement or
     any applicable Foreign Security Documents, as the case may be, to the
     extent required by this Agreement and (ii) the aggregate amount of
     investments (excluding any such investments, loans, advances and Guaranties
     to such Subsidiaries that are assumed and exist on the date any Permitted
     Acquisition is consummated and that are not made, incurred or created in
     contemplation of or in connection with such Permitted Acquisition) by Loan
     Parties in, and loans and advances by Loan Parties to, and Guarantees by
     Loan Parties of Indebtedness of, Subsidiaries that are not Domestic Loan
     Parties made after the Effective Date shall not exceed 5% of Holdings'
     consolidated total assets determined in accordance with GAAP at any time
     outstanding;

          (e) loans or advances made by the Parent Borrower to any Subsidiary
     and made by any Subsidiary to the Parent Borrower or any other Subsidiary;
     provided that (i) any such loans and advances made by a Loan Party shall be
     evidenced by a promissory note pledged pursuant to the Pledge Agreement and
     (ii) the amount of such loans and advances made by Loan Parties to
     Subsidiaries that are not Loan Parties shall be subject to the limitation
     set forth in clause (d) above;

          (f) Guarantees permitted by Section 6.01(a)(x);

          (g) investments arising as a result of the Permitted Receivables
     Financing;

          (h) investments constituting permitted Capital Expenditures under
     Section 6.15;

          (i) investments received in connection with the bankruptcy or
     reorganization of, or settlement of delinquent accounts and disputes with,
     customers and suppliers, in each case in the ordinary course of business;

          (j) any investments in or loans to any other Person received as
     noncash consideration for sales, transfers, leases and other dispositions
     permitted by Section 6.05;

          (k) Guarantees by the Parent Borrower and the Subsidiaries of leases
     entered into by any Subsidiary as lessee; provided that the amount of such
     Guarantees made by Loan Parties to Subsidiaries that are not Loan Parties
     shall be subject to the limitation set forth in clause (d) above;


<PAGE>
                                     -109-


          (l) extensions of credit in the nature of accounts receivable or notes
     receivable in the ordinary course of business;

          (m) loans or advances to employees made in the ordinary course of
     business consistent with prudent business practice and not exceeding
     $5,000,000 in the aggregate outstanding at any one time;

          (n) investments in the form of Hedging Agreements permitted under
     Section 6.07;

          (o) investments by the Parent Borrower or any Subsidiary in (i) the
     capital stock of a Receivables Subsidiary and (ii) other interests in a
     Receivables Subsidiary, in each case to the extent required by the terms of
     the Permitted Receivables Financing;

          (p) payroll, travel and similar advances to cover matters that are
     expected at the time of such advances ultimately to be treated as expenses
     for accounting purposes and that are made in the ordinary course of
     business; and

          (q) investments, loans or advances in addition to those permitted by
     clauses (a) through (p) above not exceeding in the aggregate $10,000,000 at
     any time outstanding.

     SECTION 6.05. Asset Sales. None of Holdings, the Parent Borrower, any
Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they
permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any
asset, including any Equity Interest owned by it, nor will they permit any
Subsidiary to issue any additional Equity Interest in such Subsidiary, except:

               (a) sales, transfers, leases and other dispositions of inventory,
          used or surplus equipment, Permitted Investments and Investments
          referred to in Section 6.04(i) in the ordinary course of business;

               (b) sales, transfers and dispositions to the Parent Borrower or a
          Subsidiary; provided that any such sales, transfers or dispositions
          involving a Subsidiary that is not a Domestic Loan Party shall be made
          in compliance with Section 6.09;

               (c) the Saturn Sale or the disposition of Equity Interests in the
          Saturn Subsidiary in lieu thereof and the Asset Dropdown;

               (d) sales of accounts receivables and related assets pursuant to
          the Permitted Receivables Financing;


<PAGE>
                                     -110-


               (e) the creation of Liens permitted by Section 6.02 and
          dispositions as a result thereof;

               (f) sales or transfers that are permitted sale and leaseback
          transactions pursuant to Section 6.06(a);

               (g) sales and transfers that constitute part of an Acquisition
          Lease Financing;

               (h) Restricted Payments permitted by Section 6.08;

               (i) transfers and dispositions constituting investments permitted
          under Section 6.04;

               (j) sales, transfers and other dispositions of property
          identified on Schedule 6.05; and

               (k) sales, transfers and other dispositions of assets (other than
          Equity Interests in a Subsidiary) that are not permitted by any other
          clause of this Section; provided that the aggregate fair market value
          of all assets sold, transferred or otherwise disposed of in reliance
          upon this clause (k) shall not exceed $15,000,000 during any fiscal
          year of the Parent Borrower; provided that such amount shall be
          increased, in respect of the fiscal year ending on December 31, 2002,
          and each fiscal year thereafter by an amount equal to the total unused
          amount of such permitted sales, transfers and other dispositions for
          the immediately preceding fiscal year (without giving effect to the
          amount of any unused permitted sales, transfers and other dispositions
          that were carried forward to such preceding fiscal year);

provided that (x) all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b) above) shall be made for fair
value and (y) all sales, transfers, leases and other dispositions permitted by
clauses (j) and (k) above shall be for at least 85% cash consideration.

     SECTION 6.06. Sale and Leaseback Transactions. None of the Parent Borrower,
any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will
they permit any Subsidiary to, enter into any arrangement, directly or
indirectly, whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereinafter acquired, and
thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or
transferred, except for (a) any such sale of any fixed or capital assets that is
made for cash consideration in an amount not less than the cost of such fixed or
capital asset and is consummated within 180 days after the Par-


<PAGE>
                                     -111-


ent Borrower, such Subsidiary Term Borrower, such Foreign Subsidiary Borrower or
such Subsidiary acquires or completes the construction of such fixed or capital
asset, so long as the Capital Lease Obligations associated therewith are
permitted by Section 6.01(a)(xi) and (b) any Acquisition Lease Financing.

     SECTION 6.07. Hedging Agreements. None of the Parent Borrower, any
Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they
permit any Subsidiary to, enter into any Hedging Agreement, other than (a)
Hedging Agreements required by Section 5.14 and (b) Hedging Agreements entered
into in the ordinary course of business and which are not speculative in nature
to hedge or mitigate risks to which the Parent Borrower, any Subsidiary Term
Borrower or any Subsidiary is exposed in the conduct of its business or the
management of its assets or liabilities.

     SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. (a)
None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any
Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to,
declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, except:

               (i) Holdings may declare and pay dividends with respect to its
          Equity Interests payable solely in additional Equity Interests of
          Holdings;

               (ii) Subsidiaries may declare and pay dividends ratably with
          respect to their capital stock;

               (iii) the Parent Borrower may make payments to Holdings to permit
          it to make, and Holdings may make, Restricted Payments, not exceeding
          $2,000,000 during any fiscal year (provided that such amount shall be
          increased, in respect of the fiscal year ending on December 31, 2002,
          and each fiscal year thereafter by an amount equal to the total unused
          amount of such Restricted Payments for the immediately preceding
          fiscal year (without giving effect to the amount of any unused amounts
          that were carried forward to such preceding fiscal year) not to exceed
          in the aggregate $16,000,000), in each case pursuant to and in
          accordance with stock option plans, equity purchase programs or
          agreements or other benefit plans, in each case for management or
          employees or former employees of the Parent Borrower and the
          Subsidiaries;

               (iv) the Parent Borrower may pay dividends to Holdings at such
          times and in such amounts (A) as shall be necessary to enable Holdings
          to make payments permitted by Section 6.08(a) (v) and (vi) and (B) as
          shall be necessary to permit Holdings to discharge its other permitted
          liabilities;


<PAGE>
                                     -112-


               (v) Holdings may pay Holdings Preferred Dividends and interest in
          respect of the Shareholder Loans and its other Indebtedness permitted
          hereunder, provided that, at the time of such payment and after giving
          effect thereto, no Default or Event of Default shall have occurred and
          be continuing and Holdings and the Parent Borrower are in compliance
          with Sections 6.13 and 6.14;

               (vi) Holdings may make payments to the extent contemplated by the
          Recapitalization Agreement, including payments in respect of the
          restricted stock granted pursuant to the Restricted Stock Obligation,
          provided that, at the time of such payment in respect of the
          Restricted Stock Obligation and after giving effect thereto, no Event
          of Default shall have occurred and be continuing;

               (vii) Holdings may pay the Saturn Proceeds Distribution;

               (viii) Parent Borrower may make payments to Holdings to permit it
          to make, and Holdings may make payments permitted by Sections 6.09(f),
          (g), (h) and (i); provided that, at the time of such payment and after
          giving effect thereto, no Default or Event of Default shall have
          occurred and be continuing and Holdings and the Parent Borrower are in
          compliance with Sections 6.13 and 6.14; provided, further, that any
          payments that are prohibited because of the immediately preceding
          proviso shall accrue and may be made as so accrued upon the curing or
          waiver of such Default, Event of Default or noncompliance; and

               (ix) the Intercompany Transfer.

     (b) None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or
any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to,
make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of
principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Indebtedness,
except:

               (i) payment of Indebtedness created under the Loan Documents;

               (ii) the repurchase, redemption, repayment or other retirement of
          the Convertible Debentures as permitted by Sections 5.15 and 6.12;

               (iii) payment of regularly scheduled interest and principal
          payments as and when due in respect of any Indebtedness, other than
          payments in respect of the subordinated Indebtedness prohibited by the
          subordination provisions thereof;


<PAGE>
                                     -113-


               (iv) refinancings of Indebtedness to the extent permitted by
          Section 6.01; and

               (v) payment of secured Indebtedness out of the proceeds of any
          sale or transfer of the property or assets securing such Indebtedness.

     (c) None of Holdings, the Parent Borrower or any Foreign Subsidiary
Borrower will, nor will they permit any Subsidiary to, enter into or be party
to, or make any payment under, any Synthetic Purchase Agreement unless (i) in
the case of any Synthetic Purchase Agreement related to any Equity Interest of
Holdings, the payments required to be made by Holdings are limited to amounts
permitted to be paid under Section 6.08(a), (ii) in the case of any Synthetic
Purchase Agreement related to any Restricted Indebtedness, the payments required
to be made by Holdings, the Parent Borrower or the Subsidiaries thereunder are
limited to the amount permitted under Section 6.08(b) and (iii) in the case of
any Synthetic Purchase Agreement, the obligations of Holdings, the Parent
Borrower and the Subsidiaries thereunder are subordinated to the Obligations on
terms satisfactory to the Required Lenders.

     SECTION 6.09. Transactions with Affiliates. None of Holdings, the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will,
nor will they permit any Subsidiary to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except:

               (a) transactions in the ordinary course of business that do not
          involve Holdings and are at prices and on terms and conditions not
          less favorable to the Parent Borrower or such Subsidiary than could be
          obtained on an arm's-length basis from unrelated third parties;

               (b) transactions between or among the Parent Borrower and the
          Subsidiaries not involving any other Affiliate (to the extent not
          otherwise prohibited by other provisions of this Agreement);

               (c) any Restricted Payment permitted by Section 6.08;

               (d) transactions pursuant to agreements in effect on the
          Effective Date and listed on Schedule 6.09 (provided that this clause
          (d) shall not apply to any extension, or renewal of, or any amendment
          or modification of such agreements that is less favorable to the
          Parent Borrower or the applicable Subsidiaries, as the case may be);

               (e) the Transactions;


<PAGE>
                                     -114-


               (f) the payment, on a quarterly basis, of management fees to
          Heartland and/or its Affiliates in accordance with the Heartland
          Management Agreement, provided that the annual amount of such
          management fees shall not exceed $4,000,000;

               (g) the reimbursement of Heartland and/or its Affiliates for
          their reasonable out-of-pocket expenses incurred by them in connection
          with the Transactions and performing management services to Holdings,
          the Parent Borrower and the Subsidiaries, pursuant to the Heartland
          Management Agreement;

               (h) the payment of one time fees to Heartland and/or its
          Affiliates in connection with any Permitted Acquisition, such fees to
          be payable at the time of each such acquisition and not to exceed the
          percentage of the aggregate consideration paid by Holdings, the Parent
          Borrower and its Subsidiaries for any such acquisition as specified in
          the Heartland Management Agreement; and

               (i) payments to Heartland and/or its Affiliates for any financial
          advisor, underwriter or placement services or other investment banking
          activities rendered to Holdings, the Parent Borrower or the
          Subsidiaries, pursuant to the Heartland Management Agreement.

     SECTION 6.10. Restrictive Agreements. None of Holdings, the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will,
nor will they permit any Subsidiary to, directly or indirectly, enter into,
incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of Holdings, the Parent
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any
of its property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its capital stock or to
make or repay loans or advances to the Parent Borrower or any other Subsidiary
or to Guarantee Indebtedness of the Parent Borrower or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by any (A) Loan Document or Permitted Receivables Document or
(B) any Permitted Subordinated Indebtedness, Specified Permitted Unsecured
Indebtedness and Additional Acquisition Indebtedness that are customary, in the
reasonable judgment of the board of directors thereof, for the market in which
such Indebtedness is issued so long as such restrictions do not prevent, impede
or impair (x) the creation of Liens and Guarantees in favor of the Lenders under
the Loan Documents or (y) the satisfaction of the obligations of the Loan
Parties under the Loan Documents, (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on Schedule
6.10 (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), (iii)
the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of a Subsidiary pending such sale, provided,
further,


<PAGE>
                                     -115-


that such restrictions and conditions apply only to the Subsidiary that is to be
sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing
shall not apply to restrictions or conditions imposed by any agreement relating
to secured Indebtedness permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness and
(v) clause (a) of the foregoing shall not apply to customary provisions in
leases and other agreements restricting the assignment thereof.

     SECTION 6.11. Amendment of Material Documents. None of Holdings, the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will,
nor will they permit any Subsidiary (including the Receivables Subsidiary and
the Saturn Subsidiary) to, amend, modify or waive any of its rights under (a)
its certificate of incorporation, by-laws or other organizational documents, (b)
the Recapitalization Documents and (c) any Material Agreement, in each case to
the extent such amendment, modification or waiver is adverse to the Lenders.

     SECTION 6.12. Use of Available Funds; Convertible Debentures. (a) Upon the
reservation of Available Funds pursuant to Section 5.15 and for so long as any
of the Convertible Debentures are outstanding, none of Holdings, the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will,
nor will they permit any Subsidiary to, use such reserved Available Funds in a
manner that would result in the Available Funds being less than the Available
Funds Reserve Amount, other than for the redemption or repurchase of the
Convertible Debentures at maturity on the Debenture Maturity Date, provided that
(i) the Parent Borrower shall be entitled to use Available Funds (including
borrowings under the Revolving Facility) in an amount not to exceed $10,000,000
outstanding at any time to (A) redeem Convertible Debentures pursuant to the
exercise of any Conversion Right or pursuant to the optional redemption
provisions of the Convertible Debentures or (B) make purchases of Convertible
Debentures (whether in the form of open-market or privately negotiated purchases
or pursuant to a debt tender offer) at a price no greater than the face amount
of any Convertible Debentures so purchased (plus any accrued interest thereon)
(collectively, the "Permitted Debenture Purchases"), provided, further, that any
Available Funds used for Permitted Debenture Purchases shall be immediately (or
shall have been) repaid or replaced with an equivalent amount of Shareholder
Loans and (ii) none of the Available Funds consisting of unused Revolving
Commitments or unused and available proceeds from the Permitted Receivables
Financing shall be used to redeem or repurchase any Convertible Debentures
unless and until the Available Funds consisting of proceeds (A) of any Permitted
Subordinated Indebtedness, (B) resulting from any issuance of Equity Interests
by Holdings or capital contributions to Holdings and (C) of any Shareholder
Loans have been applied to make such redemption or repurchase.


<PAGE>
                                     -116-


     (b) Holdings shall only be entitled, and shall be obligated, to incur
Shareholder Loans in the following circumstances: (i) if, on the earlier of the
Debenture Maturity Date and the date that is 30 days prior to the expiration of
the commitments of Masco under the Shareholder Loan Agreement, the Convertible
Debentures have not been redeemed or repurchased in full pursuant to the
exercise of the Conversion Right or otherwise, Holdings will obtain Shareholder
Loans in an aggregate principal amount equal to $100,000,000 (less the aggregate
amount of any Shareholder Loans made prior to such time); (ii) upon any
conversion of any Convertible Debentures on or following the Effective Date and
prior to the Debenture Maturity Date pursuant to the Conversion Right, Holdings
will obtain Shareholder Loans in an aggregate principal amount equal to the
lesser of (A) the amount of cash payable to the Debenture Holders in respect of
the exercise of such Conversion Right less the amount of any proceeds from
Permitted Subordinated Indebtedness held in the Debenture Account at such time
and (B) $100,000,000 (less the aggregate amount of any Shareholder Loans made
prior to such time); (iii) if Available Funds have been used to make Permitted
Debenture Purchases, Holdings shall obtain, at any time it is requested to do so
by the Administrative Agent or the Required Lenders, Shareholder Loans in the
amount of such Available Funds so used; and (iv) Holdings may obtain Shareholder
Loans in such circumstances as the Administrative Agent agrees, provided that
(A) the aggregate amount of Shareholder Loans made pursuant to clauses (i),
(ii), (iii) and (iv) above shall not exceed $100,000,000, (B) notwithstanding
the foregoing, unless otherwise requested by the Administrative Agent or the
Required Lenders pursuant to clause (iii) above, Holdings shall not be obligated
to obtain Shareholder Loans if the aggregate principal amount of such
Shareholder Loans then obtained would be less than $10,000,000 and (C)
notwithstanding the foregoing, (i) if an Event of Default has occurred and is
continuing, Masco shall not be obligated to make (and Holdings shall not be
obligated to incur) Shareholder Loans except to the extent necessary (x) to fund
the aggregate amount of cash payable to Debenture Holders who have exercised
their Conversion Right (whether before or after the occurrence of such event of
Default) and (y) on the earlier of the Debenture Maturity Date and the date that
is 30 days prior to the expiration of the commitments of Masco under the
Shareholder Loan Agreement, to pay the aggregate amount that is (or will be)
payable to Debenture Holders in respect of the maturity of any Convertible
Debentures that remain outstanding on such date and (ii) if a "Bankruptcy Event"
(as such term is defined in the Shareholder Loan Agreement as in effect on the
date hereof) has occurred and is continuing. Until applied as specified above,
all proceeds of Shareholder Loans shall be deposited in the Debenture Account.

     SECTION 6.13. Interest Expense Coverage Ratio. Neither Holdings nor the
Parent Borrower will permit the ratio of (a) Consolidated EBITDA to (b) the sum
of (i) Consolidated Cash Interest Expense and (ii) Holdings Preferred Dividends,
in each case for any period of four consecutive fiscal quarters ending on any
date during any period set forth below, to be less than the ratio set forth
below opposite such period:


<PAGE>
                                     -117-


                               Period                                Ratio

        December 31, 2000, to December 30, 2001                 1.75 to 1.00
        December 31, 2001, to June 29, 2002                     1.80 to 1.00
        June 30, 2002, to March 30, 2003                        2.00 to 1.00
        March 31, 2003, to September 29, 2003                   2.25 to 1.00
        September 30, 2003, to December 30, 2003                2.50 to 1.00
        December 31, 2003, to September 29, 2004                2.75 to 1.00
        September 30, 2004, to December 30, 2005                3.00 to 1.00
        December 31, 2005, to December 30, 2006                 3.25 to 1.00
        December 31, 2006, and thereafter                       3.50 to 1.00

     SECTION 6.14. Leverage Ratio. Neither Holdings nor the Parent Borrower will
permit the Leverage Ratio as of any date during any period set forth below to
exceed the ratio set forth opposite such period:

                               Period                                Ratio

        December 31, 2000, to December 30, 2001                 4.75 to 1.00
        December 31, 2001, to June 29, 2002                     4.65 to 1.00
        June 30, 2002, to September 29, 2002                    4.50 to 1.00
        September 30, 2002, to March 30, 2003                   4.25 to 1.00
        March 31, 2003, to June 29, 2003                        4.00 to 1.00
        June 30, 2003, to December 30, 2003                     3.75 to 1.00
        December 31, 2003, to September 29, 2004                3.50 to 1.00
        September 30, 2004, to December 30, 2005                3.25 to 1.00
        December 31, 2005, to December 30, 2006                 3.00 to 1.00
        December 31, 2006, and thereafter                       2.75 to 1.00

     SECTION 6.15. Capital Expenditures. (a) Neither Holdings nor the Parent
Borrower will permit the aggregate amount of Capital Expenditures for any period
to exceed the applicable Permitted Capital Expenditure Amount for such period.

     (b) Notwithstanding the foregoing, the Parent Borrower may in respect of
the fiscal year ending on December 31, 2002, and each fiscal year thereafter,
increase the amount of Capital Expenditures permitted to be made during such
fiscal year pursuant to Section 6.15(a) by an amount equal to the total unused
amount of permitted Capital Expenditures for the immediately preceding fiscal
year (without giving effect to the amount of any unused permitted Capital
Expenditures that were carried forward to such preceding fiscal year).


<PAGE>
                                     -118-


     SECTION 6.16. Consolidated Lease Expense. Neither Holdings nor the Parent
Borrower will permit Consolidated Lease Expense for any fiscal year to exceed
30% of Capital Expenditures for such fiscal year.


                                   ARTICLE VII

                                Events of Default

     If any of the following events ("Events of Default") shall occur:

          (a) the Parent Borrower, any Subsidiary Term Borrower or any Foreign
     Subsidiary Borrower shall fail to pay any principal of any Loan or any
     reimbursement obligation in respect of any LC Disbursement when and as the
     same shall become due and payable, whether at the due date thereof or at a
     date fixed for prepayment thereof or otherwise;

          (b) the Parent Borrower, any Subsidiary Term Borrower or any Foreign
     Subsidiary Borrower shall fail to pay any interest on any Loan or any fee
     or any other amount (other than an amount referred to in clause (a) of this
     Article) payable under this Agreement or any other Loan Document, when and
     as the same shall become due and payable, and such failure shall continue
     unremedied for a period of five Business Days;

          (c) any representation or warranty made or deemed made by or on behalf
     of Holdings, the Parent Borrower, any Subsidiary Term Borrower, any Foreign
     Subsidiary Borrower or any Subsidiary in or in connection with any Loan
     Document or any amendment or modification thereof or waiver thereunder, or
     in any report, certificate, financial statement or other document furnished
     pursuant to or in connection with any Loan Document or any amendment or
     modification thereof or waiver thereunder, shall prove to have been
     incorrect in any material respect when made or deemed made;

          (d) Holdings, the Parent Borrower, any Subsidiary Term Borrower or any
     Foreign Subsidiary Borrower shall fail to observe or perform any covenant,
     condition or agreement contained in Section 5.02, 5.04(a) (with respect to
     the existence of Holdings, the Parent Borrower, any Subsidiary Term
     Borrower or any Foreign Subsidiary Borrower and ownership of the Subsidiary
     Term Borrowers and the Foreign Subsidiary Borrowers), 5.04(b), 5.11 or 5.15
     or in Article VI;

          (e) any Loan Party shall fail to observe or perform any covenant,
     condition or agreement contained in any Loan Document (other than those
     specified in clause


<PAGE>
                                     -119-


     (a), (b) or (d) of this Article), and such failure shall continue
     unremedied for a period of 30 days after notice thereof from the
     Administrative Agent to the Parent Borrower (which notice will be given at
     the request of any Lender);

          (f) Holdings, the Parent Borrower or any Subsidiary shall fail to make
     any payment of principal or interest in respect of any Material
     Indebtedness, when and as the same shall become due and payable after
     giving effect to any applicable grace period with respect thereto;

          (g) any event or condition occurs that results in any Material
     Indebtedness becoming due prior to its scheduled maturity or that enables
     or permits the holder or holders of any Material Indebtedness or any
     trustee or agent on its or their behalf to cause any Material Indebtedness
     to become due, or to require the prepayment, repurchase, redemption or
     defeasance thereof, prior to its scheduled maturity; provided that this
     clause (g) shall not apply to secured Indebtedness that becomes due as a
     result of the voluntary sale or transfer of the property or assets securing
     such Indebtedness;

          (h) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed seeking (i) liquidation, reorganization or other
     relief in respect of Holdings, the Parent Borrower, any Subsidiary Term
     Borrower or any Subsidiary or its debts, or of a substantial part of its
     assets, under any Federal, state or foreign bankruptcy, insolvency,
     receivership or similar law now or hereafter in effect or (ii) the
     appointment of a receiver, trustee, custodian, sequestrator, conservator or
     similar official for Holdings, the Parent Borrower or any Subsidiary or for
     a substantial part of its assets, and, in any such case, such proceeding or
     petition shall continue undismissed for 60 days or an order or decree
     approving or ordering any of the foregoing shall be entered;

          (i) Holdings, the Parent Borrower or any Subsidiary shall (i)
     voluntarily commence any proceeding or file any petition seeking
     liquidation, reorganization or other relief under any Federal, state or
     foreign bankruptcy, insolvency, receivership or similar law now or
     hereafter in effect, (ii) consent to the institution of, or fail to contest
     in a timely and appropriate manner, any proceeding or petition described in
     clause (h) of this Article, (iii) apply for or consent to the appointment
     of a receiver, trustee, custodian, sequestrator, conservator or similar
     official for Holdings, the Parent Borrower or any Subsidiary or for a
     substantial part of its assets, (iv) file an answer admitting the material
     allegations of a petition filed against it in any such proceeding, (v) make
     a general assignment for the benefit of creditors or (vi) take any action
     for the purpose of effecting any of the foregoing;


<PAGE>
                                     -120-


          (j) Holdings, the Parent Borrower or any Subsidiary shall become
     unable, admit in writing in a court proceeding its inability or fail
     generally to pay its debts as they become due;

          (k) Masco shall have defaulted in its obligation to make Shareholder
     Loans or any of its or other material obligations under the Shareholder
     Loan Agreement;

          (l) The Shareholder Loan Agreement shall cease, except in accordance
     with its terms, to be, or shall have been asserted not to be, in full force
     and effect;

          (m) one or more judgments for the payment of money in an aggregate
     amount in excess of $15,000,000 shall be rendered against Holdings, the
     Parent Borrower, any Subsidiary or any combination thereof and the same
     shall remain undischarged for a period of 30 consecutive days during which
     execution shall not be effectively stayed, or any action shall be legally
     taken by a judgment creditor to attach or levy upon any assets of Holdings,
     the Parent Borrower or any Subsidiary to enforce any such judgment;

          (n) an ERISA Event shall have occurred that, in the opinion of the
     Required Lenders, when taken together with all other ERISA Events that have
     occurred, could reasonably be expected to result in a Material Adverse
     Effect on Holdings, the Parent Borrower and its Subsidiaries;

          (o) any Lien covering property having a book value or fair market
     value of $1,000,000 or more purported to be created under any Security
     Document shall cease to be, or shall be asserted by any Loan Party not to
     be, a valid and perfected Lien on any Collateral, except (i) as a result of
     the sale or other disposition of the applicable Collateral in a transaction
     permitted under the Loan Documents or (ii) as a result of the
     Administrative Agent's failure to maintain possession of any stock
     certificates, promissory notes or other instruments delivered to it under
     the Collateral Agreement;

          (p) the Guarantee Agreement shall cease to be, or shall have been
     asserted not to be, in full force and effect;

          (q) the Parent Borrower, Holdings or any Subsidiary shall challenge
     the subordination provisions of the Subordinated Debt or assert that such
     provisions are invalid or unenforceable or that the Obligations of the
     Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary
     Borrower, or the Obligations of Holdings or any Subsidiary under the
     Guarantee Agreement, are not senior indebtedness under the subordination
     provisions of the Subordinated Debt, or any court, tribunal or government
     authority of competent jurisdiction shall judge the subordination
     provisions of the Subordinated Debt to be invalid or unenforceable or such
     obligations to be not


<PAGE>
                                     -121-


     senior indebtedness under such subordination provisions or otherwise cease
     to be, or shall be asserted not to be, legal, valid and binding obligations
     of the parties thereto, enforceable in accordance with their terms; or

          (r) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Parent
Borrower described in clause (h) or (i) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Parent
Borrower, take either or both of the following actions, at the same or different
times: (i) terminate the Commitments, and thereupon the Commitments shall
terminate immediately, and (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Parent Borrower, the Subsidiary Term Borrowers and the
Foreign Subsidiary Borrowers; and in case of any event with respect to the
Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
described in clause (h) or (i) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Parent Borrower and the Foreign Subsidiary Borrowers.


                                  ARTICLE VIII

                            The Administrative Agent

     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative Agent (it being understood that reference in this Article VIII to
the Administrative Agent shall be deemed to include the Collateral Agent) as its
agent and authorizes the Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the
terms of the Loan Documents, together with such actions and powers as are
reasonably incidental thereto.

     The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept de-


<PAGE>
                                     -122-


posits from, lend money to and generally engage in any kind of business with
Holdings, the Parent Borrower or any Subsidiary or other Affiliate thereof as if
it were not the Administrative Agent hereunder.

     The Administrative Agent shall not have any duties or obligations except
those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 10.02), and (c) except as
expressly set forth in the Loan Documents, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to Holdings, the Parent Borrower or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.02) or in the absence of its own gross negligence or
wilful misconduct. The Administrative Agent shall not be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by Holdings, the Parent Borrower, a Subsidiary Term
Borrower, a Foreign Subsidiary Borrower or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with any
Loan Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

     The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Parent Borrower, any Subsidiary Term Borrower or any
Foreign Subsidiary Borrower), independent accountants and other experts selected
by it, and shall not be


<PAGE>
                                     -123-


liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

     The Administrative Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of each
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

     Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders, the Issuing Bank and the Parent Borrower (on
behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers). Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Parent Borrower and, if applicable, the relevant
Subsidiary Term Borrower and Foreign Subsidiary Borrower, to appoint a successor
from among the Lenders, if no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor 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
hereunder. The fees payable by the Parent Borrower (on behalf of itself, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Parent Borrower (on behalf of itself, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 10.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

     Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and


<PAGE>
                                     -124-


information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder. The Lenders identified in this Agreement as the Syndication Agent
and the Documentation Agents shall not have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those
applicable to all Lenders. Without limiting the foregoing, none of the
Syndication Agent or the Documentation Agents shall have or be deemed to have a
fiduciary relationship with any Lender. Each Lender hereby makes the same
acknowledgments with respect to the Syndication Agent and the Documentation
Agents as it makes with respect to the Administrative Agent or any other Lender
in this Article VIII.


                                   ARTICLE IX

                         Collection Allocation Mechanism

     SECTION 9.01. Implementation of CAM. (a) On the CAM Exchange Date, (i) the
Commitments shall automatically and without further act be terminated as
provided in Article VII, (ii) all Foreign Currency Borrowings and the
Commitments to make Foreign Currency Loans shall be converted into, and all such
amounts due thereunder shall accrue and be payable in, dollars at the Exchange
Rate on such date and (iii) the Lenders shall automatically and without further
act (and without regard to the provisions of Section 10.04) be deemed to have
exchanged interests in the Credit Facilities such that in lieu of the interest
of each Lender in each Credit Facility in which it shall participate as of such
date (including such Lender's interest in the Specified Obligations of each Loan
Party in respect of each such Credit Facility), such Lender shall hold an
interest in every one of the Credit Facilities (including the Specified
Obligations of each Loan Party in respect of each such Credit Facility and each
LC Reserve Account established pursuant to Section 9.02 below), whether or not
such Lender shall previously have participated therein, equal to such Lender's
CAM Percentage thereof. Each Lender and each Loan Party hereby consents and
agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall
be binding upon its successors and assigns and any person that acquires a
participation in its interests in any Credit Facility. Each Loan Party agrees
from time to time to execute and deliver to the Administrative Agent all
promissory notes and other instruments and documents as the Administrative Agent
shall reasonably request to evidence and confirm the respective interests of the
Lenders after giving effect to the CAM Exchange, and each Lender agrees to
surrender any promissory notes originally received by it in connection with its
Loans hereunder to the Administrative Agent against delivery of new promissory
notes evidencing its interests in the Credit Facilities; provided, however, that
the failure of any Loan Party to execute or deliver or of any Lender to accept
any such promissory


<PAGE>
                                     -125-


note, instrument or document shall not affect the validity or effectiveness of
the CAM Exchange.

     (b) As a result of the CAM Exchange, upon and after the CAM Exchange Date,
each payment received by the Administrative Agent or the Collateral Agent
pursuant to any Loan Document in respect of the Specified Obligations, and each
distribution made by the Collateral Agent pursuant to any Security Documents in
respect of the Specified Obligations, shall be distributed to the Lenders pro
rata in accordance with their respective CAM Percentages. Any direct payment
received by a Lender upon or after the CAM Exchange Date, including by way of
setoff, in respect of a Specified Obligation shall be paid over to the
Administrative Agent for distribution to the Lenders in accordance herewith.

     SECTION 9.02. Letters of Credit. (a) In the event that on the CAM Exchange
Date any Letter of Credit shall be outstanding and undrawn in whole or in part,
or any amount drawn under a Letter of Credit shall not have been reimbursed
either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case
may be, or with the proceeds of a Revolving Borrowing, each Revolving Lender
shall promptly pay over to the Administrative Agent, in immediately available
funds and in the currency that such Letters of Credit are denominated, an amount
equal to such Revolving Lender's Applicable Percentage (as notified to such
Lender by the Administrative Agent) of such Letter of Credit's undrawn face
amount or (to the extent it has not already done so) such Letter of Credit's
unreimbursed drawing, together with interest thereon from the CAM Exchange Date
to the date on which such amount shall be paid to the Administrative Agent at
the rate that would be applicable at the time to an ABR Revolving Loan in a
principal amount equal to such amount, as the case may be. The Administrative
Agent shall establish a separate account or accounts for each Lender (each, an
"LC Reserve Account") for the amounts received with respect to each such Letter
of Credit pursuant to the preceding sentence. The Administrative Agent shall
deposit in each Lender's LC Reserve Account such Lender's CAM Percentage of the
amounts received from the Revolving Lenders as provided above. The
Administrative Agent shall have sole dominion and control over each LC Reserve
Account, and the amounts deposited in each LC Reserve Account shall be held in
such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d)
or (e) below. The Administrative Agent shall maintain records enabling it to
determine the amounts paid over to it and deposited in the LC Reserve Accounts
in respect of each Letter of Credit and the amounts on deposit in respect of
each Letter of Credit attributable to each Lender's CAM Percentage. The amounts
held in each Lender's LC Reserve Account shall be held as a reserve against the
LC Exposure, shall be the property of such Lender, shall not constitute Loans to
or give rise to any claim of or against any Loan Party and shall not give rise
to any obligation on the part of the Parent Borrower or the Foreign Subsidiary
Borrowers to pay interest to such Lender, it being agreed that the reimbursement
obligations in respect of Letters of Credit shall arise only at such times as
drawings are made thereunder, as provided in Section 2.05.


<PAGE>
                                     -126-


     (b) In the event that after the CAM Exchange Date any drawing shall be made
in respect of a Letter of Credit, the Administrative Agent shall, at the request
of the Issuing Bank withdraw from the LC Reserve Account of each Lender any
amounts, up to the amount of such Lender's CAM Percentage of such drawing,
deposited in respect of such Letter of Credit and remaining on deposit and
deliver such amounts to the Issuing Bank in satisfaction of the reimbursement
obligations of the Revolving Lenders under Section 2.05(e) (but not of the
Parent Borrower and the Foreign Subsidiary Borrowers under Section 2.05(f),
respectively). In the event any Revolving Lender shall default on its obligation
to pay over any amount to the Administrative Agent in respect of any Letter of
Credit as provided in this Section 9.02, the Issuing Bank shall, in the event of
a drawing thereunder, have a claim against such Revolving Lender to the same
extent as if such Lender had defaulted on its obligations under Section 2.05(e),
but shall have no claim against any other Lender in respect of such defaulted
amount, notwithstanding the exchange of interests in the reimbursement
obligations pursuant to Section 9.01. Each other Lender shall have a claim
against such defaulting Revolving Lender for any damages sustained by it as a
result of such default, including, in the event such Letter of Credit shall
expire undrawn, its CAM Percentage of the defaulted amount.

     (c) In the event that after the CAM Exchange Date any Letter of Credit
shall expire undrawn, the Administrative Agent shall withdraw from the LC
Reserve Account of each Lender the amount remaining on deposit therein in
respect of such Letter of Credit and distribute such amount to such Lender.

     (d) With the prior written approval of the Administrative Agent and the
Issuing Bank, any Lender may withdraw the amount held in its LC Reserve Account
in respect of the undrawn amount of any Letter of Credit. Any Lender making such
a withdrawal shall be unconditionally obligated, in the event there shall
subsequently be a drawing under such Letter of Credit, to pay over to the
Administrative Agent, for the account of the Issuing Bank on demand, its CAM
Percentage of such drawing.

     (e) Pending the withdrawal by any Lender of any amounts from its LC Reserve
Account as contemplated by the above paragraphs, the Administrative Agent will,
at the direction of such Lender and subject to such rules as the Administrative
Agent may prescribe for the avoidance of inconvenience, invest such amounts in
Permitted Investments. Each Lender that has not withdrawn its CAM Percentage of
amounts in its LC Reserve Account as provided in paragraph (d) above shall have
the right, at intervals reasonably specified by the Administrative Agent, to
withdraw the earnings on investments so made by the Administrative Agent with
amounts in its LC Reserve Account and to retain such earnings for its own
account.



<PAGE>
                                     -127-


                                    ARTICLE X

                                  Miscellaneous

     SECTION 10.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to Holdings, the Parent Borrower, any Subsidiary Term Borrower
     or any Foreign Subsidiary Borrower, to the Parent Borrower (on behalf of
     itself, Holdings, any Subsidiary Term Borrower and any Foreign Subsidiary
     Borrower) at MascoTech, Inc., 21001 Van Born Road, Taylor, Michigan 48180,
     Attention of David Liner, Esq. (Telecopy No. (313) 792-6136),

                  with a copy to

                  Jonathan A. Schaffzin, Esq.
                  Cahill Gordon & Reindel 80 Pine Street
                  New York, New York
                  (Telecopy No. (212) 269-5420);

          (b) if to the Administrative Agent, to The Chase Manhattan Bank, Loan
     and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York,
     New York 10081, Attention of Jesus Sang (Telecopy No. (212) 552-5650), with
     a copy to The Chase Manhattan Bank, 270 Park Avenue, New York, New York
     10017, Attention of Richard Duker (Telecopy No. 212-270-5127);

          (c) if to the Issuing Bank, to it at 4 Chase Metrotech Center, 8th
     Floor, Brooklyn, New York 11245, Attention of Rebecca McNally (Telecopy No.
     (718) 242-6537), and in the event that there is more than one Issuing Bank,
     to such other Issuing Bank at its address (or telecopy number) set forth in
     its Administrative Questionnaire;

          (d) if to the Swingline Lender, to it at One Chase Manhattan Plaza,
     8th Floor, New York, New York 10081, Attention of Jesus Sang (Telecopy No.
     (212) 552-5650); and

          (e) if to any other Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire.


<PAGE>
                                     -128-


Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

     SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.

     (b) Neither this Agreement nor any other Loan Document nor any provision
hereof or thereof may be waived, amended or modified except, in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by
Holdings, the Parent Borrower, each Subsidiary Term Borrower (but only to the
extent such waiver, amendment or modification relates to such Subsidiary Term
Borrower), each Foreign Subsidiary Borrower (but only to the extent such waiver,
amendment or modification relates to such Foreign Subsidiary Borrower) and the
Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and
the Loan Party or Loan Parties that are parties thereto, in each case with the
consent of the Required Lenders; provided that no such agreement shall (i)
increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
maturity of any Loan, or any scheduled date of payment of the principal amount
of any Term Loan under Section 2.10, or the required date of reimbursement of
any LC Disbursement, or any date for the payment of any interest or fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment or postpone the
scheduled date of expiration of any Letter of Credit beyond the Revolving
Maturity Date, without the written consent of each Lender affected thereby, (iv)

<PAGE>
                                     -129-


change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v)
change the percentage set forth in the definition of "Required Lenders" or any
other provision of any Loan Document (including this Section) specifying the
number or percentage of Lenders (or Lenders of any Class) required to waive,
amend or modify any rights thereunder or make any determination or grant any
consent thereunder, without the written consent of each Lender (or each Lender
of such Class, as the case may be), (vi) release Holdings or any Subsidiary Loan
Party from its Guarantee under the Guarantee Agreement (except as expressly
provided in the Guarantee Agreement), or limit its liability in respect of such
Guarantee, without the written consent of each Lender, (vii) release all or
substantially all of the Collateral from the Liens of the Security Documents,
without the written consent of each Lender, (viii) change any provisions of any
Loan Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of any Class differently than
those holding Loans of any other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments
of each affected Class or (ix) change the rights of the Tranche B Lenders and
any Incremental Lenders that have such rights (A) to decline mandatory
prepayments as provided in Section 2.11(h) or (B) to prepayment premium payments
as provided in Section 2.11(g), in each case without the written consent of
Tranche B Lenders and such Incremental Lenders holding a majority of the
outstanding Tranche B Loans and applicable Incremental Term Loans held by such
Incremental Lenders; provided, further, that (A) no such agreement shall amend,
modify or otherwise affect the rights or duties of the Administrative Agent, the
Issuing Bank or the Swingline Lender without the prior written consent of the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, and (B) any waiver, amendment or modification of this Agreement that by its
terms affects the rights or duties under this Agreement of the Revolving Lenders
(but not the Tranche A Lenders, Tranche B Lenders and Incremental Lenders), the
Tranche A Lenders (but not the Revolving Lenders, Tranche B Lenders and
Incremental Lenders), the Tranche B Lenders (but not the Revolving Lenders,
Tranche A Lenders and Incremental Lenders) or the Incremental Lenders (but not
the Revolving Lenders, Tranche A Lenders and Tranche B Lenders) may be effected
by an agreement or agreements in writing entered into by Holdings, the Parent
Borrower, each Subsidiary Term Borrower (but only to the extent such waiver,
amendment or modification relates to such Subsidiary Term Borrower), each
Foreign Subsidiary Parent Borrower (but only to the extent such waiver,
amendment or modification relates to such Foreign Subsidiary Borrower) and
requisite percentage in interest of the affected Class of Lenders that would be
required to consent thereto under this Section if such Class of Lenders were the
only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into by Holdings, the Parent Borrower, each Subsidiary Term Borrower (but only
to the extent such waiver, amendment or modification relates to such Subsidiary
Term Borrower), each Foreign Subsidiary Borrower (but only to the extent such
waiver, amendment or modification relates to such Foreign Subsidiary Borrower),
the Required Lenders and the Administrative Agent


<PAGE>
                                     -130-


(and, if their rights or obligations are affected thereby, the Issuing Bank and
the Swingline Lender) if (i) by the terms of such agreement the Commitment of
each Lender not consenting to the amendment provided for therein shall terminate
upon the effectiveness of such amendment and (ii) at the time such amendment
becomes effective, each Lender not consenting thereto receives payment in full
of the principal of and interest accrued on each Loan made by it and all other
amounts owing to it or accrued for its account under this Agreement.

     SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) Holdings, the Parent
Borrower, each Subsidiary Term Borrower and each Foreign Subsidiary Borrower,
jointly and severally, shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of one counsel in each applicable
jurisdiction for the Administrative Agent, in connection with the syndication of
the credit facilities provided for herein, due diligence investigation, the
preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by the Administrative Agent, the Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with the Loan Documents, including its rights under
this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.

     (b) Holdings, the Parent Borrower, each Subsidiary Term Borrower and each
Foreign Subsidiary Borrower, jointly and severally, shall indemnify the
Administrative Agent, the Issuing Bank and each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit
or the use of the proceeds therefrom (including any refusal by the Issuing Bank
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any Mortgaged Property or any other property
currently or formerly owned or operated by the


<PAGE>
                                     -131-


Parent Borrower or any of its Subsidiaries, or any Environmental Liability
related in any way to the Parent Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.

     (c) To the extent that Holdings, the Parent Borrower, the Subsidiary Term
Borrowers and the Foreign Subsidiary Borrowers fail to pay any amount required
to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline
Lender under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as
the case may be, such Lender's pro rata share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent, the Issuing Bank or the Swingline
Lender in its capacity as such. For purposes hereof, a Lender's "pro rata share"
shall be determined based upon its share of the sum of the total Revolving
Exposures, outstanding Term Loans and unused Commitments at the time.

     (d) To the extent permitted by applicable law, none of Holdings, the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower shall
assert, and each hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement or any agreement or instrument contemplated hereby,
the Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof.

     (e) All amounts due under this Section shall be payable promptly after
written demand therefor.

     (f) Neither Heartland nor any director, officer, employee, stockholder or
member, as such, of any Loan Party or Heartland shall have any liability for the
Obligations or for any claim based on, in respect of or by reason of the
Obligations or their creation; provided that the foregoing shall not be
construed to relieve any Loan Party of its Obligations under any Loan Document.

     SECTION 10.04. Successors and Assigns. (a) The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted


<PAGE>
                                     -132-


hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that none of Holdings, the Parent Borrower, any Subsidiary Term
Borrower or any Foreign Subsidiary Borrower may assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Parent Borrower, any
Subsidiary Term Borrower or any Foreign Subsidiary Borrower without such consent
shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

     (b) Any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided that (i) except in
the case of an assignment to a Lender or a Lender Affiliate, each of the Parent
Borrower, each Subsidiary Term Borrower (but only to the extent such assignment
relates to Tranche A Commitment or Tranche A Loan to such Subsidiary Term
Borrower), each Foreign Subsidiary Borrower (but only to the extent such
assignment relates to Foreign Currency Commitments or Foreign Currency Loans
relating to such Foreign Subsidiary Borrower) and the Administrative Agent (and,
in the case of an assignment of all or a portion of a Revolving Commitment or
any Lender's obligations in respect of its LC Exposure or Swingline Exposure,
the Issuing Bank and the Swingline Lender) must give their prior written consent
to such assignment (which consent shall not be unreasonably withheld or
delayed), (ii) except in the case of an assignment to a Lender or a Lender
Affiliate or an assignment of the entire remaining amount of the assigning
Lender's Commitment or Loans, the amount of the Commitment or Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than (x) in the case of Revolving and
Tranche A Commitments and Revolving and Tranche A Loans, $5,000,000, and (y) in
the case of Tranche B and Incremental Term Commitments and Tranche B and
Incremental Term Loans, $1,000,000 unless each of the Parent Borrower, each
Foreign Subsidiary Borrower (but only to the extent such assignment relates to
Foreign Currency Commitments or Foreign Currency Loans relating to such Foreign
Subsidiary Borrower) and the Administrative Agent otherwise consent, (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement, except that
this clause (iii) shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender's rights and obligations in
respect of one Class of Commitments or Loans, (iv) notwithstanding anything to
the contrary, assignments by any Revolving Lender of any portion of its
Revolving Commitments or any portion of Revolving Loans must include a ratable
portion of its Foreign Currency Commitments and ratable portion of its Foreign
Currency Loans and visa versa, (v) the parties to each assign-


<PAGE>
                                     -133-


ment shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, and (vi)
the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; and provided, further, that any consent
of the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary
Borrower otherwise required under this paragraph shall not be required if an
Event of Default under Article VII has occurred and is continuing. Subject to
acceptance and recording thereof pursuant to paragraph (d) of this Section, from
and after the effective date specified in each Assignment and Acceptance the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement (provided that any liability of the Parent Borrower,
any Subsidiary Term Borrower or any Foreign Subsidiary Borrower to such assignee
under Section 2.15, 2.16 or 2.17 shall be limited to the amount, if any, that
would have been payable thereunder by the Parent Borrower, any Subsidiary Term
Borrower or any Foreign Subsidiary Borrower in the absence of such assignment),
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 10.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.

     (c) The Administrative Agent, acting for this purpose as an agent of the
Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers, shall maintain at one of its offices in The City of New York a copy
of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and Holdings, the Parent Borrower, the
Subsidiary Term Borrowers, the Foreign Subsidiary Borrowers, the Administrative
Agent, the Issuing Bank and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Parent Borrower, the
Subsidiary Term Borrowers, the Foreign Subsidiary Borrowers, the Issuing Bank
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

     (d) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assign-


<PAGE>
                                     -134-


ment required by paragraph (b) of this Section, the Administrative Agent shall
accept such Assignment and Acceptance and record the information contained
therein in the Register. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph.

     (e) Any Lender may, without the consent of the Parent Borrower, any
Subsidiary Term Borrower or any Foreign Subsidiary Borrower, the Administrative
Agent, the Issuing Bank or the Swingline Lender, sell participations to one or
more banks or other entities (a "Participant") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) Holdings, the Parent Borrower, the Subsidiary Term
Borrowers, the Foreign Subsidiary Borrowers, the Administrative Agent, the
Issuing Bank 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. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce the Loan Documents and to approve any amendment, modification or
waiver of any provision of the Loan Documents; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 10.02(b) that affects such Participant. Subject to
paragraph (f) of this Section, the Parent Borrower, the Subsidiary Term
Borrowers and the Foreign Subsidiary Borrowers agree that each Participant shall
be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.18(c) as
though it were a Lender.

     (f) A Participant shall not be entitled to receive any greater payment
under Section 2.15 or 2.17 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the prior written
consent of the Parent Borrower and, to the extent applicable, each relevant
Subsidiary Term Borrower and Foreign Subsidiary Borrower. A Participant that
would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.17 unless the Parent Borrower and, to the extent
applicable, each relevant Foreign Subsidiary Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Parent Borrower and, to the extent applicable, each relevant
Foreign Subsidiary Borrower, to comply with Section 2.17(e) as though it were a
Lender.


<PAGE>
                                     -135-


     (g) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

     SECTION 10.05. Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.15, 2.16, 2.17 and 10.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.

     SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement may
be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.


<PAGE>
                                     -136-


     SECTION 10.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

     SECTION 10.08. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates 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 obligations at any time owing
by such Lender or Affiliate to or for the credit or the account of the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
against any of and all the obligations of the Parent Borrower, any Subsidiary
Term Borrower or any Foreign Subsidiary Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of setoff) which such
Lender may have.

     SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process.
(a) This Agreement shall be construed in accordance with and governed by the law
of the State of New York.

     (b) Each of Holdings, the Parent Borrower, each Subsidiary Term Borrower
and each Foreign Subsidiary Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto 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.
Nothing in this Agreement or any other Loan Document shall affect any right that
the Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against Holdings, the Parent Borrower, any of the Subsidiary Term
Borrowers, any of the Foreign Subsidiary Borrowers or their properties in the
courts of any jurisdiction.


<PAGE>
                                     -137-


     (c) Each of Holdings, the Parent Borrower, each of the Subsidiary Term
Borrowers and each Foreign Subsidiary Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this
Section. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

     (d) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 10.01. Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

     SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

     SECTION 10.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

     SECTION 10.12. Confidentiality. Each of the Administrative Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Lender Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential pursuant to the terms hereof), (b) to


<PAGE>
                                     -138-


the extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Parent Borrower,
any Subsidiary Term Borrower, any Foreign Subsidiary Borrower and their
respective obligations, (g) with the consent of the Parent Borrower or (h) to
the extent such Information (i) is publicly available at the time of disclosure
or becomes publicly available other than as a result of a breach of this Section
or (ii) becomes available to the Administrative Agent, the Issuing Bank or any
Lender on a nonconfidential basis from a source other than Holdings, the Parent
Borrower or any Subsidiary (including the Receivables Subsidiary and the Saturn
Subsidiary). For the purposes of this Section, "Information" means all
information received from Holdings, the Parent Borrower or any Subsidiary
(including the Receivables Subsidiary and the Saturn Subsidiary) relating to
Holdings, the Parent Borrower or any Subsidiary (including the Receivables
Subsidiary and the Saturn Subsidiary) or its business, other than any such
information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by Holdings, the
Parent Borrower or any Subsidiary (including the Receivables Subsidiary and the
Saturn Subsidiary); provided that, in the case of information received from
Holdings, the Parent Borrower or any Subsidiary (including the Receivables
Subsidiary and the Saturn Subsidiary) after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required
to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

     SECTION 10.13. Interest Rate Limitation. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such
Loan under applicable law (collectively the "Charges"), shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with inter-


<PAGE>
                                     -139-


est thereon at the Federal Funds Effective Rate to the date of repayment, shall
have been received by such Lender.

     SECTION 10.14. Judgment Currency. (a) The obligations hereunder of the
Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers and under the other Loan Documents to make payments in Dollars or in
the Foreign Currencies, as the case may be, (the "Obligation Currency") shall
not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than the Obligation
Currency, except to the extent that such tender or recovery results in the
effective receipt by the Administrative Agent, the Collateral Agent or a Lender
of the full amount of the Obligation Currency expressed to be payable to the
Administrative Agent, Collateral Agent or Lender under this Agreement or the
other Loan Documents. If, for the purpose of obtaining or enforcing judgment
against the Parent Borrower, any Subsidiary Term Borrower, any Foreign
Subsidiary Borrower or any other Loan Party in any court or in any jurisdiction,
it becomes necessary to convert into or from any currency other than the
Obligation Currency (such other currency being hereinafter referred to as the
"Judgment Currency") an amount due in the Obligation Currency, the conversion
shall be made, at the Dollar Equivalent of such amount, in each case, as of the
date immediately preceding the day on which the judgment is given (such Business
Day being hereinafter referred to as the "Judgment Currency Conversion Date").

     (b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, the Parent Borrower, each Subsidiary Term Borrower and each Foreign
Subsidiary Borrower, as the case may be, covenants and agrees to pay, or cause
to be paid, such additional amounts, if any (but in any event not a lesser
amount), as may be necessary to ensure that the amount paid in the Judgment
Currency, when converted at the rate of exchange prevailing on the date of
payment, will produce the amount of the Obligation Currency which could have
been purchased with the amount of Judgment Currency stipulated in the judgment
or judicial award at the rate of exchange prevailing on the Judgment Currency
Conversion Date.

     (c) For purposes of determining the Dollar Equivalent, such amounts shall
include any premium and costs payable in connection with the purchase of the
Obligation Currency.

     SECTION 10.15. Obligations Joint and Several. (a) Each Tranche A Borrower
agrees that it shall, jointly with the other Tranche A Borrowers and severally,
be liable for all the Obligations in respect of the Tranche A Loans and Tranche
A Commitments (the "Tranche A Loan Obligations"). Each Tranche A Borrower
further agrees that the Tranche A Loan Obligations of the other Tranche A
Borrowers may be extended and renewed, in whole or in part, without


<PAGE>
                                     -140-


notice to or further assent from it, and that it will remain bound upon its
agreement hereunder notwithstanding any extension or renewal of any Tranche A
Loan Obligation of the other Tranche A Borrowers.

     (b) Each Tranche A Borrower waives presentment to, demand of payment from
and protest to the other Tranche A Borrowers of any of the Tranche A Loan
Obligations, and also waives notice of acceptance of its obligations and notice
of protest for nonpayment. The Tranche A Loan Obligations of a Tranche A
Borrower hereunder shall not be affected by (i) the failure of any Tranche A
Lender or the Issuing Bank or the Administrative Agent or the Collateral Agent
to assert any claim or demand or to enforce any right or remedy against the
other Tranche A Borrowers under the provisions of this Agreement or any of the
other Loan Documents or otherwise; (ii) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Agreement, any of the
other Loan Documents or any other agreement; or (iii) the failure of any Tranche
A Lender or the Issuing Bank to exercise any right or remedy against any other
Tranche A Borrower.

     (c) Each Tranche A Borrower further agrees that its agreement hereunder
constitutes a promise of payment when due and not of collection, and waives any
right to require that any resort be had by any Tranche A Lender or the Issuing
Bank to any balance of any deposit account or credit on the books of any Tranche
A Lender or the Issuing Bank in favor of any other Tranche A Borrower or any
other person.

     (d) The Tranche A Loan Obligations of each Tranche A Borrower hereunder
shall not be subject to any reduction, limitation, impairment or termination for
any reason, including compromise, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of the Tranche A Loan Obligations of
the other Tranche A Borrowers or otherwise. Without limiting the generality of
the foregoing, the Tranche A Loan Obligations of each Tranche A Borrower
hereunder shall not be discharged or impaired or otherwise affected by the
failure of the Administrative Agent, the Collateral Agent or any Tranche A
Lender or the Issuing Bank to assert any claim or demand or to enforce any
remedy under this Agreement or under any other Loan Document or any other
agreement, by any waiver or modification in respect of any thereof, by any
default, failure or delay, willful or otherwise, in the performance of the
Tranche A Loan Obligations of the other Tranche A Borrowers, or by any other act
or omission which may or might in any manner or to any extent vary the risk of
such Tranche A Borrower or otherwise operate as a discharge of such Tranche A
Borrower as a matter of law or equity.

     (e) Each Tranche A Borrower further agrees that its obligations hereunder
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any Tranche A
Loan Obligation of the other


<PAGE>
                                     -141-


Tranche A Borrowers is rescinded or must otherwise be restored by the
Administrative Agent, the Collateral Agent or any Tranche A Lender or the
Issuing Bank upon the bankruptcy or reorganization of any of the other Tranche A
Borrowers or otherwise.

     (f) In furtherance of the foregoing and not in limitation of any other
right which the Administrative Agent, the Collateral Agent or any Tranche A
Lender or the Issuing Bank may have at law or in equity against any Tranche A
Borrower by virtue hereof, upon the failure of a Tranche A Borrower to pay any
Tranche A Loan Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each other
Tranche A Borrower hereby promises to and will, upon receipt of written demand
by the Administrative Agent, forthwith pay, or cause to be paid, in cash the
amount of such unpaid Tranche A Loan Obligations, and thereupon each Tranche A
Lender shall, in a reasonable manner, assign the amount of the Tranche A Loan
Obligations of the other Tranche A Borrowers owed to it and paid by such Tranche
A Borrower pursuant to this guarantee to such Tranche A Borrower, such
assignment to be pro tanto to the extent to which the Tranche A Loan Obligations
in question were discharged by such Tranche A Borrower, or make such disposition
thereof as such Tranche A Borrower shall direct (all without recourse to any
Tranche A Lender and without any representation or warranty by any Tranche A
Lender).



<PAGE>

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

                               MASCOTECH, INC.,


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




<PAGE>
                                      S-2


                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000



                               METALYNC COMPANY LLC,


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




<PAGE>
                                      S-3

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               LAMONS METAL GASKET CO.,


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




<PAGE>
                                      S-4

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               LAKE ERIE SCREW CORPORATION,


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




<PAGE>
                                      S-5


                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               COMPAC CORPORATION,


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




<PAGE>
                                      S-6


                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               FULTON PERFORMANCE PRODUCTS, INC.,


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




<PAGE>
                                      S-7

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               NORRIS CYLINDER COMPANY,


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




<PAGE>
                                      S-8

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               DRAW-TITE, INC.,


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




<PAGE>
                                      S-9

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               THE CHASE MANHATTAN BANK,
                                 individually and as Administrative Agent and
                                 Collateral Agent,


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




<PAGE>
                                      S-10

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               CREDIT SUISSE FIRST BOSTON,
                                      individually and as Syndication Agent,


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




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




<PAGE>
                                      S-11

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               COMERICA BANK,
                                      individually and as Documentation Agent,


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




<PAGE>
                                      S-12

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               FIRST UNION NATIONAL BANK,
                                      individually and as Documentation Agent,


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




<PAGE>
                                      S-13

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               NATIONAL CITY BANK,
                                      individually and as Documentation Agent,


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




<PAGE>
                                      S-14

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               BANK ONE, NA,
                                      individually and as Documentation Agent,


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




<PAGE>
                                      S-15

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               BNP PARIBAS,


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




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




<PAGE>
                                      S-16

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               DRESDNER BANK AG
                                      NEW YORK AND GRAND CAYMAN BRANCHES,


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



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




<PAGE>
                                      S-17

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               IKB CAPITAL CORPORATION,


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




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




<PAGE>
                                      S-18

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                              HELLER FINANCIAL, INC.,


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




<PAGE>
                                      S-19

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                              KZH CNC LLC,


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




<PAGE>
                                      S-20

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                              METROPOLITAN LIFE INSURANCE COMPANY,


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




<PAGE>
                                      S-21

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                              MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST,


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




<PAGE>
                                      S-22

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                              NATEXIS BANQUES POPULAIRES,


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




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




<PAGE>
                                      S-23

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                              THE SUMITOMO TRUST AND BANKING CO, LTD.,
                              NEW YORK BRANCH,


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




<PAGE>
                                      S-24

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                             WINGED FOOT FUNDING TRUST,


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




<PAGE>
                                      S-25

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               TEXTRON FINANCIAL CORPORATION,


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




<PAGE>
                                      S-26

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               MICHIGAN NATIONAL BANK,


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




<PAGE>
                                      S-27

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               FLEET NATIONAL BANK,


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




<PAGE>
                                      S-28

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               THE BANK OF NOVA SCOTIA,


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




<PAGE>
                                      S-29

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               LIBERTY - STEIN ROE ADVISOR FLOATING
                                   RATE ADVANTAGE FUND, BY STEIN
                                   ROE & FARNHAM INCORPORATED,
                                   As Advisor,


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




<PAGE>
                                      S-30

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               SRF 2000 LLC,


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




<PAGE>
                                      S-31

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               SRF TRADING, INC.,


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




<PAGE>
                                      S-32

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                                STEIN ROE & FARNHAM INCORPORATION,
                                   As Agent for Keyport Life Insurance Company,


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




<PAGE>
                                      S-33

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               STEIN ROE FLOATING RATE LIMITED
                                  LIABILITY COMPANY,


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




<PAGE>
                                      S-34

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               STANDARD FEDERAL CORPORATION,


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




<PAGE>
                                      S-35

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               THE TRAVELERS INSURANCE COMPANY,


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




<PAGE>
                                      S-36

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               TRAVELERS CORPORATE LOAN FUND
                                 By Travelers Asset Management
                                 International Company,


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




<PAGE>
                                      S-37

                               Signature Page to the MascoTech Credit
                               Agreement dated as of November 28, 2000


                               THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


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