<PAGE>
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                          CREDIT AND SECURITY AGREEMENT


                                      among


                            SHILOH INDUSTRIES, INC.,
                                  as Borrower,

                            THE LENDERS NAMED HEREIN,
                                   as Lenders,

                       LASALLE BANK NATIONAL ASSOCIATION,
          as Lead Arranger, Joint Book Runner and Administrative Agent,

                               NATIONAL CITY BANK,
         as Co-Lead Arranger, Joint Book Runner and Syndication Agent,

                                       and

                          KEYBANK NATIONAL ASSOCIATION,
                             as Documentation Agent


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

                                   dated as of
                                January 15, 2004

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


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

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                                Table of Contents

                                                                            Page
                                                                            ----

ARTICLE I. DEFINITIONS.........................................................1
   Section 1.1.   Definitions..................................................1
   Section 1.2.   Accounting Terms............................................28
   Section 1.3.   Terms Generally.............................................28

ARTICLE II. AMOUNT AND TERMS OF CREDIT........................................28
   Section 2.1.   Amount and Nature of Credit.................................28
   Section 2.2.   Revolving Loans.............................................29
   Section 2.3.   Letters of Credit...........................................29
   Section 2.4.   Swing Loans.................................................32
   Section 2.5.   Term Loan A.................................................33
   Section 2.6.   Term Loan B.................................................33
   Section 2.7.   Interest....................................................34
   Section 2.8.   Evidence of Indebtedness....................................35
   Section 2.9.   Notice of Credit Event; Funding of Loans....................36
   Section 2.10.  Payment on Loans and Other Obligations......................37
   Section 2.11.  Prepayment..................................................38
   Section 2.12.  Revolving Credit Commitment and Other Fees..................38
   Section 2.13.  Modification of Commitment..................................39
   Section 2.14.  Computation of Interest and Fees............................40
   Section 2.15.  Mandatory Payment...........................................40
   Section 2.16.  Extension of Commitment.....................................42

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO EURODOLLAR LOANS;
INCREASED CAPITAL; TAXES......................................................43
   Section 3.1.   Requirements of Law.........................................43
   Section 3.2.   Taxes.......................................................44
   Section 3.3.   Funding Losses..............................................45
   Section 3.4.   Eurodollar Rate Lending Unlawful; Inability to
    Determine Rate............................................................46

ARTICLE IV. CONDITIONS PRECEDENT..............................................46
   Section 4.1.   Conditions to Each Credit Event.............................46
   Section 4.2.   Conditions to the First Credit Event........................47
   Section 4.3.   Post-Closing Conditions.....................................50

ARTICLE V. COVENANTS..........................................................51
   Section 5.1.   Insurance...................................................51
   Section 5.2.   Money Obligations...........................................52
   Section 5.3.   Financial Statements and Information........................52
   Section 5.4.   Financial Records...........................................53
   Section 5.5.   Franchises; Change in Business..............................53
   Section 5.6.   ERISA Compliance............................................54
   Section 5.7.   Financial Covenants.........................................54
   Section 5.8.   Borrowing...................................................55
   Section 5.9.   Liens.......................................................56
   Section 5.10.  Regulations T, U and X......................................57
   Section 5.11.  Investments and Loans.......................................57

                                       i

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                                Table of Contents

                                                                            Page
                                                                            ----

   Section 5.12.  Merger and Sale of Assets...................................58
   Section 5.13.  Acquisitions................................................58
   Section 5.14.  Notice......................................................59
   Section 5.15.  Environmental Compliance....................................59
   Section 5.16.  Affiliate Transactions......................................60
   Section 5.17.  Restricted Payments.........................................60
   Section 5.18.  Use of Proceeds.............................................60
   Section 5.19.  Corporate Names and Location of Collateral..................60
   Section 5.20.  Lease Rentals...............................................60
   Section 5.21.  Subsidiary Guaranties, Security Documents and Pledge
    of Stock or Other Ownership Interest......................................61
   Section 5.22.  Restrictive Agreements......................................61
   Section 5.23.  Other Covenants.............................................61
   Section 5.24.  Collateral..................................................62
   Section 5.25.  Property Acquired Subsequent to the Closing Date
    and Right to Take Additional Collateral...................................63
   Section 5.26.  Amendment of Organizational Documents.......................64
   Section 5.27.  Interest Rate Protection....................................64

ARTICLE VI. SECURITY..........................................................64
   Section 6.1.   Security Interest in Collateral.............................64
   Section 6.2.   Collections and Receipt of Proceeds by Borrower.............64
   Section 6.3.   Collections and Receipt of Proceeds by Agent................65
   Section 6.4.   Use of Inventory and Equipment..............................66

ARTICLE VII. REPRESENTATIONS AND WARRANTIES...................................66
   Section 7.1.   Corporate Existence; Subsidiaries; Foreign Qualification....66
   Section 7.2.   Corporate Authority.........................................66
   Section 7.3.   Compliance with Laws........................................67
   Section 7.4.   Litigation and Administrative Proceedings...................67
   Section 7.5.   Title to Assets.............................................67
   Section 7.6.   Liens and Security Interests................................67
   Section 7.7.   Tax Returns.................................................67
   Section 7.8.   Environmental Laws..........................................68
   Section 7.9.   Locations...................................................68
   Section 7.10.  Continued Business..........................................68
   Section 7.11.  Employee Benefits Plans.....................................68
   Section 7.12.  Consents or Approvals.......................................69
   Section 7.13.  Solvency....................................................69
   Section 7.14.  Financial Statements........................................69
   Section 7.15.  Regulations.................................................70
   Section 7.16.  Material Agreements.........................................70
   Section 7.17.  Intellectual Property.......................................70
   Section 7.18.  Insurance...................................................70
   Section 7.19.  Bank Accounts...............................................70
   Section 7.20.  Accurate and Complete Statements............................70

                                       ii

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                                Table of Contents

                                                                            Page
                                                                            ----

   Section 7.21.  Investment Company; Holding Company.........................71
   Section 7.22.  Defaults....................................................71

ARTICLE VIII. EVENTS OF DEFAULT...............................................71
   Section 8.1.   Payments....................................................71
   Section 8.2.   Special Covenants...........................................71
   Section 8.3.   Other Covenants.............................................71
   Section 8.4.   Representations and Warranties..............................71
   Section 8.5.   Cross Default...............................................71
   Section 8.6.   ERISA Default...............................................71
   Section 8.7.   Change in Control...........................................72
   Section 8.8.   Money Judgment..............................................72
   Section 8.9.   Material Adverse Change.....................................72
   Section 8.10.  Security....................................................72
   Section 8.11.  Validity of Loan Documents..................................72
   Section 8.12.  Solvency of MTD.............................................72
   Section 8.13.  Solvency of any Company.....................................73
   Section 8.14.  Solvency of Certain Companies...............................73

ARTICLE IX. REMEDIES UPON DEFAULT.............................................73
   Section 9.1.   Optional Defaults...........................................73
   Section 9.2.   Automatic Defaults..........................................74
   Section 9.3.   Letters of Credit...........................................74
   Section 9.4.   Offsets.....................................................74
   Section 9.5.   Equalization Provision......................................75
   Section 9.6.   Collateral..................................................76
   Section 9.7.   Other Remedies..............................................77
   Section 9.8.   Application of Proceeds.....................................77

ARTICLE X. THE AGENT..........................................................77
   Section 10.1.  Appointment and Authorization...............................77
   Section 10.2.  Note Holders................................................78
   Section 10.3.  Consultation With Counsel...................................78
   Section 10.4.  Documents...................................................78
   Section 10.5.  Agent and Affiliates........................................78
   Section 10.6.  Knowledge of Default........................................78
   Section 10.7.  Action by Agent.............................................78
   Section 10.8.  Release of Collateral or Guarantor of Payment...............79
   Section 10.9.  Notice of Default...........................................79
   Section 10.10. Indemnification of Agent....................................79
   Section 10.11. Successor Agent.............................................79
   Section 10.12. Other Agents................................................80

ARTICLE XI. MISCELLANEOUS.....................................................80
   Section 11.1.  Lenders' Independent Investigation..........................80
   Section 11.2.  No Waiver; Cumulative Remedies..............................80
   Section 11.3.  Amendments, Consents........................................80

                                      iii

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                                Table of Contents

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                                                                            ----

   Section 11.4.  Notices.....................................................82
   Section 11.5.  Costs, Expenses and Taxes...................................82
   Section 11.6.  Indemnification.............................................82
   Section 11.7.  Obligations Several; No Fiduciary Obligations...............83
   Section 11.8.  Execution in Counterparts...................................83
   Section 11.9.  Binding Effect; Borrower's Assignment.......................83
   Section 11.10. Lender Assignments..........................................83
   Section 11.11. Sale of Participations......................................85
   Section 11.12. Severability of Provisions; Captions; Attachments...........86
   Section 11.13. Investment Purpose..........................................86
   Section 11.14. Confidentiality.............................................86
   Section 11.15. Entire Agreement............................................87
   Section 11.16. Legal Representation of Parties.............................87
   Section 11.17. Warrant of Attorney.........................................87
   Section 11.18. Governing Law; Submission to Jurisdiction...................87
   Section 11.19. Jury Trial Waiver............................................1


Schedule 1        Commitment of Lenders
Schedule 2        Guarantors of Payment
Schedule 3        Real Property
Schedule 5.8      Indebtedness
Schedule 5.9      Liens
Schedule 5.11     Existing Permitted Mexican Subsidiary Loans and Investments
Schedule 5.16     Affiliate Transactions
Schedule 7.1      Corporate Existence/Subsidiaries
Schedule 7.4      Litigation
Schedule 7.9      Locations
Schedule 7.11     Employee Benefit Plans
Schedule 7.16     Material Agreements
Schedule 7.18     Insurance
Schedule 7.19     Bank Accounts


Exhibit A         Form of Revolving Credit Note
Exhibit B         Form of Swing Line Note
Exhibit C         Form of Term Loan A Note
Exhibit D         Form of Term Loan B Note
Exhibit E         Form of Notice of Loan
Exhibit F         Form of Compliance Certificate
Exhibit G         Form of Borrowing Base Certificate
Exhibit H         Form of Master Letter of Credit Agreement
Exhibit I         Form of Assignment and Acceptance Agreement
Exhibit J         Form of Request for Extension

                                       iv

<PAGE>

     This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be
amended, restated or otherwise modified, this "Agreement") is made effective as
of the 15/th/ day of January 2004, among:

     (a)  SHILOH INDUSTRIES, INC., a Delaware corporation ("Borrower");

     (b)  the lenders listed on Schedule 1 hereto and each other Eligible
Transferee, as hereinafter defined, that becomes a party hereto pursuant to
Section 11.10 hereof (collectively, the "Lenders" and, individually, each a
"Lender");

     (c)  LASALLE BANK NATIONAL ASSOCIATION, as lead arranger, joint book runner
and administrative agent ("Agent");

     (d)  NATIONAL CITY BANK, as co-lead arranger, joint book runner and
syndication agent ("Co-Lead Arranger"); and

     (e)  KEYBANK NATIONAL ASSOCIATION, as documentation agent ("Documentation
Agent").

                                   WITNESSETH:

     WHEREAS, Borrower, Agent and the Lenders desire to contract for the
establishment of credits in the aggregate principal amounts hereinafter set
forth, to be made available to Borrower upon the terms and subject to the
conditions hereinafter set forth;

     NOW, THEREFORE, it is mutually agreed as follows:

                             ARTICLE I. DEFINITIONS

     Section 1.1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:

     "Account" shall mean all accounts, as defined in the U.C.C.

     "Account Debtor" shall mean any Person obligated to pay all or any part of
any Account in any manner and includes (without limitation) any Guarantor
thereof.

     "ACF Notes" shall mean the two 9% promissory notes issued by Borrower,
dated May 9, 2002, in an aggregate amount of Four Hundred Sixty Thousand Dollars
($460,000).

     "Acquisition" shall mean any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of any Person, or any business or
division of any Person (other than a Company), (b) the acquisition of in excess
of fifty percent (50%) of the stock (or other equity interest) of any

<PAGE>

Person (other than a Company), or (c) the acquisition of another Person (other
than a Company) by a merger, amalgamation or consolidation or any other
combination with such Person.

     "Additional Commitment" shall mean that term as defined in Section 2.13(b)
hereof.

     "Additional Lender" shall mean a financial institution that shall become a
Revolving Lender hereunder during the Commitment Increase Period pursuant to
Section 2.13(b) hereof.

     "Additional Lender Assumption Agreement" shall mean an additional lender
assumption agreement, in form and substance satisfactory to Agent, wherein an
Additional Lender shall become a Revolving Lender hereunder.

     "Additional Lender Assumption Effective Date" shall mean that term as
defined in Section 2.13(b) hereof.

     "Advantage" shall mean any payment (whether made voluntarily or
involuntarily, by offset of any deposit or other indebtedness or otherwise)
received by any Lender in respect of the Applicable Debt, if such payment
results in that Lender having less than its Pro Rata Share (based upon its
Applicable Commitment Percentage and, in the case of an Equalization Event,
based upon its Equalization Percentage of the Debt) of the Applicable Debt then
outstanding, than was the case immediately before such payment.

     "Affiliate" shall mean any Person, directly or indirectly, controlling,
controlled by or under common control with a Company and "control" (including
the correlative meanings, the terms "controlling", "controlled by" and "under
common control with") shall mean the power, directly or indirectly, to direct or
cause the direction of the management and policies of a Company, whether through
the ownership of voting securities, by contract or otherwise.

     "Agent Fee Letter" shall mean the Agent Fee Letter between Borrower and
Agent, dated as of the Closing Date, as the same may from time to time be
amended, restated or otherwise modified.

     "Applicable Commitment Fee Rate" shall mean:

     (a)  for the period from the Closing Date through April 30, 2004, fifty
(50.00) basis points; and

     (b)  commencing with the Consolidated financial statements of Borrower for
the fiscal quarter ending January 31, 2004, the number of basis points set forth
in the following matrix, based upon the result of the computation of the
Leverage Ratio as set forth in the Compliance Certificate for such fiscal
quarter, shall be used to establish the number of basis points that will go into
effect on May 1, 2004 and thereafter:

--------------------------------------------------------------------------------
         Leverage Ratio                        Applicable Commitment Fee Rate
--------------------------------------------------------------------------------
Greater than 2.00 to 1.00                             50.00 basis points
--------------------------------------------------------------------------------
Less than or equal to 2.00 to 1.00                    37.50 basis points
--------------------------------------------------------------------------------

                                        2

<PAGE>

After May 1, 2004, changes to the Applicable Commitment Fee Rate shall be
effective on the first day of the month following the date upon which Agent
received, or, if earlier, Agent should have received, pursuant to Section 5.3(a)
or (b) hereof, the financial statements of Borrower. The above matrix does not
modify or waive, in any respect, the requirements of Section 5.7 hereof, the
rights of Agent and the Lenders to charge the Default Rate, or the rights and
remedies of Agent and the Lenders pursuant to Articles VIII and IX hereof.
Notwithstanding anything herein to the contrary, during any period when Borrower
shall have failed to timely deliver the financial statements pursuant to
Sections 5.3(a) and (b) hereof, until such time as the appropriate financial
statements are delivered, the Applicable Margin shall be the highest rate per
annum indicated in the above pricing grid regardless of the Leverage Ratio at
such time.

     "Applicable Commitment Percentage" shall mean, for each Lender, as
applicable:

     (a)  with respect to the Revolving Credit Commitment, the percentage set
forth opposite such Lender's name, if any, under the column headed "Revolving
Commitment Percentage", as listed in Schedule 1 hereto;

     (b)  with respect to the Term Loan A Commitment, the percentage set forth
opposite such Lender's name, if any, under the column headed "Term Loan A
Commitment Percentage", as listed in Schedule 1 hereto; and

     (c)  with respect to the Term Loan B Commitment, the percentage set forth
opposite such Lender's name, if any, under the column headed "Term Loan B
Commitment Percentage", as listed in Schedule 1 hereto.

     "Applicable Debt" shall mean:

     (a)  with respect to the Revolving Credit Commitment, collectively, (i) all
Indebtedness incurred by Borrower to the Revolving Lenders pursuant to this
Agreement and includes, without limitation, the principal of and interest on all
Revolving Credit Notes and the Swing Line Note and all obligations with respect
to Letters of Credit, (ii) each extension, renewal or refinancing thereof, in
whole or in part, (iii) the commitment, prepayment and other fees and amounts
payable hereunder in connection with the Revolving Credit Commitment, and (iv)
all Related Expenses incurred in connection with the foregoing;

     (b)  with respect to the Term Loan A Commitment, collectively, (i) all
Indebtedness incurred by Borrower to the Term A Lenders pursuant to this
Agreement and includes, without limitation, the principal of and interest on all
Term Loan A Notes, (ii) each extension, renewal or refinancing thereof in whole
or in part, (iii) all prepayment and other fees and amounts payable hereunder in
connection with the Term Loan A Commitment, and (iv) all Related Expenses
incurred in connection with the foregoing; and

     (b)  with respect to the Term Loan B Commitment, collectively, (i) all
Indebtedness incurred by Borrower to the Term B Lenders pursuant to this
Agreement and includes, without limitation, the principal of and interest on all
Term Loan B Notes, (ii) each extension, renewal or

                                        3

<PAGE>

refinancing thereof in whole or in part, (iii) all prepayment and other fees and
amounts payable hereunder in connection with the Term Loan B Commitment, and
(iv) all Related Expenses incurred in connection with the foregoing.

     "Applicable Margin" shall mean:

     (a)  for the period from the Closing Date through April 30, 2004, three
hundred fifty (350) basis points for Eurodollar Loans and one hundred fifty
(150) basis points for Base Rate Loans; and

     (b)  commencing with the Consolidated financial statements of
Borrower for the fiscal quarter ending January 31, 2004, the number of basis
points (depending upon whether Loans are Eurodollar Loans or Base Rate Loans)
set forth in the following matrix, based upon the result of the computation of
the Leverage Ratio as set forth in the Compliance Certificate for such fiscal
quarter, shall be used to establish the number of basis points that will go into
effect on May 1, 2004 and thereafter:

--------------------------------------------------------------------------------
                                        Applicable Basis      Applicable Basis
                                          Points for             Points for
     Leverage Ratio                    Eurodollar Loans       Base Rate Loans
--------------------------------------------------------------------------------
Greater than 3.00 to 1.00                   350.00                150.00
--------------------------------------------------------------------------------
Greater than 2.50 to 1.00 but less
than or equal to  3.00 to 1.00              300.00                100.00
--------------------------------------------------------------------------------
Greater than 2.00 to 1.00 but less
than or equal to 2.50 to 1.00               275.00                 75.00
--------------------------------------------------------------------------------
Greater than 1.50 to 1.00 but less
than or equal to 2.00 to 1.00               250.00                 50.00
--------------------------------------------------------------------------------
Less than or equal to 1.50 to 1.00          200.00                  0.00
--------------------------------------------------------------------------------

After May 1, 2004, changes to the Applicable Margin shall be effective on the
first day of the month following the date upon which Agent received, or, if
earlier, Agent should have received, pursuant to Section 5.3(a) or (b) hereof,
the financial statements of Borrower. The above matrix does not modify or waive,
in any respect, the requirements of Section 5.7 hereof, the rights of Agent and
the Lenders to charge the Default Rate, or the rights and remedies of Agent and
the Lenders pursuant to Articles VIII and IX hereof. Notwithstanding anything
herein to the contrary, during any period when Borrower shall have failed to
timely deliver the financial statements pursuant to Sections 5.3(a) and (b)
hereof, until such time as the appropriate financial statements are delivered,
the Applicable Margin shall be the highest rate per annum indicated in the above
pricing grid regardless of the Leverage Ratio at such time.

     "Assignment Agreement" shall mean an Assignment and Acceptance Agreement in
the form of the attached Exhibit I.

                                        4

<PAGE>

     "Assignment of Life Insurance Policy" shall mean an Assignment of Life
Insurance Policy, in form and substance satisfactory to Agent, executed and
delivered in connection with this Agreement, as the same may be from time to
time amended, restated or otherwise modified.

     "Base Rate" shall mean a rate per annum equal to the greater of (a) the
Prime Rate or (b) one-half of one percent (.50%) in excess of the Federal Funds
Effective Rate. Any change in the Base Rate shall be effective immediately from
and after such change in the Base Rate.

     "Base Rate Loan" shall mean a Loan described in Section 2.2, 2.5 or 2.6
hereof on which Borrower shall pay interest at a rate based on the Derived Base
Rate.

     "Borrowing Base" shall mean an amount equal to the sum of the following:

     (a)  up to eighty-five percent (85%) of the aggregate amount due and owing
on the Eligible Accounts Receivable of each Credit Party; plus

     (b)  the lesser of (i) up to fifty-five percent (55%) of the aggregate of
the cost or market value (whichever is lower) of the Eligible Inventory of each
Credit Party, or (ii) Thirty Million Dollars ($30,000,000).

     "Borrowing Base Certificate" shall mean a certificate, substantially in the
form of the attached Exhibit G.

     "Business Day" shall mean any day that is not a Saturday, Sunday or other
day on which national banks are authorized or required to close, and, if the
applicable Business Day shall relate to any Eurodollar Loan, a day of the year
on which dealings in deposits are carried on in the London interbank Eurodollar
market.

     "Capital Distribution" shall mean a payment made, liability incurred or
other consideration given by a Company to any Person that is not a Company, for
the purchase, acquisition, redemption, repurchase or retirement of any capital
stock or other equity interest of such Company or as a dividend, return of
capital or other distribution (other than any stock dividend, stock split or
other equity distribution payable only in capital stock or other equity of such
Company) in respect of such Company's capital stock or other equity interest.

     "Capitalized Lease Obligations" shall mean obligations of the Companies for
the payment of rent for any real or personal property under leases or agreements
to lease that, in accordance with GAAP, have been or should be capitalized on
the books of the lessee and, for purposes hereof, the amount of any such
obligation shall be the capitalized amount thereof determined in accordance with
GAAP.

     "Cash Collateral Account" shall mean a commercial Deposit Account
designated "cash collateral account" and maintained by Borrower with Agent,
without liability by Agent or the Lenders to pay interest thereon, from which
account Agent, on behalf of the Lenders, subject to the provisions of Section
6.2 hereof, shall have the exclusive right to withdraw funds until all of the
Debt is paid in full.

                                        5

<PAGE>

     "Cash Security" shall mean all cash, instruments, Deposit Accounts and
other cash equivalents, whether matured or unmatured, whether collected or in
the process of collection, upon which a Company presently has or may hereafter
have any claim, wherever located, including but not limited to any of the
foregoing that are presently or may hereafter be existing or maintained with,
issued by, drawn upon, or in the possession of Agent or any Lender.

     "Change in Control" shall mean (a) the acquisition of, or, if earlier, the
shareholder or director approval of the acquisition of, ownership or voting
control, directly or indirectly, beneficially or of record, on or after the
Closing Date, by any Person (other than MTD) or group (within the meaning of
Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as then in
effect), of shares representing more than twenty percent (20%) of the aggregate
ordinary Voting Power represented by the issued and outstanding capital stock of
Borrower; (b) the occupation of a majority of the seats (other than vacant
seats) on the board of directors or other governing body of Borrower by Persons
who were neither (i) nominated by the board of directors or other governing body
of Borrower nor (ii) appointed by directors so nominated; (c) the occurrence of
a change in control, or other similar provision, as defined in any Material
Indebtedness Agreement; or (d) if Theodore Zampetis shall cease to perform his
role as a member of the board of directors of Borrower; provided, however, that
a "Change of Control" shall not be deemed to have occurred by virtue of the
acquisition or sale of shares of Borrower by the MTD Pension Master Trust.

     "Closing Commitment Amount" shall mean One Hundred Eighty-Five Million
Dollars ($185,000,000).

     "Closing Date" shall mean the effective date of this Agreement as set forth
in the first paragraph of this Agreement.

     "Closing Fee Letter" shall mean the Closing Fee Letter between Borrower and
Agent, dated as of the Closing Date.

     "Closing Revolving Amount" shall mean Sixty Million Dollars ($60,000,000).

     "Code" shall mean the Internal Revenue Code of 1986, as amended, together
with the rules and regulations promulgated thereunder.

     "Co-Lead Arranger Fee Letter" shall mean the Co-Lead Arranger Fee Letter
between Borrower and Co-Lead Arranger, dated as of the Closing Date.

     "Collateral" shall mean all of Borrower's existing and future (a) personal
property; (b) Accounts, instruments, contract rights, supporting obligations,
chattel paper, documents, Investment Property, letter-of-credit rights,
commercial tort claims, General Intangibles, Inventory and Equipment; (c) funds
now or hereafter on deposit in the Cash Collateral Account, if any; (d) Cash
Security; and (e) Proceeds of any of the foregoing; provided that Collateral
shall not include Excluded Assets.

                                        6

<PAGE>

     "Commitment" shall mean the obligation hereunder of the Lenders to make
Loans and issue Letters of Credit pursuant to the Revolving Credit Commitment
(during the Commitment Period) and the Term Loan Commitment, up to the Total
Commitment Amount.

     "Commitment Increase Period" shall mean the period from the Closing Date to
the date that is thirty (30) days prior to the last day of the Commitment
Period.

     "Commitment Period" shall mean the period from the Closing Date to January
14, 2007, or such earlier date on which the Commitment shall have been
terminated pursuant to Article IX hereof.

     "Companies" shall mean Borrower and all Subsidiaries.

     "Company" shall mean Borrower or a Subsidiary.

     "Compliance Certificate" shall mean a certificate, substantially in the
form of the attached Exhibit F.

     "Confidential Information" shall mean all confidential or proprietary
information about the Companies that has been furnished by any Company to Agent
or any Lender, whether furnished before or after the Closing Date and regardless
of the manner in which it is furnished, but does not include any such
information that (a) is or becomes generally available to the public other than
as a result of a disclosure by Agent or such Lender not permitted by this
Agreement, (b) was available to Agent or such Lender on a nonconfidential basis
prior to its disclosure to Agent or such Lender, or (c) becomes available to
Agent or such Lender on a nonconfidential basis from a Person other than any
Company that is not, to the best knowledge of Agent or such Lender, acting in
violation of a confidentiality agreement with a Company or is not otherwise
prohibited from disclosing the information to Agent or such Lender.

     "Consideration" shall mean, in connection with an Acquisition, the
aggregate consideration paid, including borrowed funds, cash, the issuance of
securities or notes, the assumption or incurring of liabilities (direct or
contingent), the payment of consulting fees or fees for a covenant not to
compete and any other consideration paid for such Acquisition.

     "Consolidated" shall mean the resultant consolidation of the financial
statements of Borrower and its Subsidiaries in accordance with GAAP, including
principles of consolidation consistent with those applied in preparation of the
consolidated financial statements referred to in Section 7.14 hereof.

     "Consolidated Capital Expenditures" shall mean, for any period, the amount
of capital expenditures of Borrower, as determined on a Consolidated basis and
in accordance with GAAP.

     "Consolidated Depreciation and Amortization Charges" shall mean, for any
period, the aggregate of all depreciation and amortization charges for fixed
assets, leasehold improvements and general intangibles (specifically including
goodwill) and any non-cash amortization related

                                        7

<PAGE>

to deferred compensation arrangements of Borrower for such period, as determined
on a Consolidated basis and in accordance with GAAP.

     "Consolidated EBITDA" shall mean, for any period, on a Consolidated basis
and in accordance with GAAP, Consolidated Net Earnings for such period plus the
aggregate amounts deducted in determining such Consolidated Net Earnings in
respect of (a) Consolidated Interest Expense, (b) Consolidated Income Tax
Expense, (c) Consolidated Depreciation and Amortization Charges, (d) (i)
extraordinary or unusual non-cash losses not incurred in the ordinary course of
business but that were counted in the net income calculation for such period,
minus (ii) extraordinary or unusual non-cash gains not incurred in the ordinary
course of business but that were counted in the net income calculation for such
period, (e) non-cash charges incurred pursuant to any relevant Statements of
Financial Accounting Standards, (f) any insurance premiums relating to insurance
policies which are the subject of an Assignment of Life Insurance Policy if any,
(g) any collateral audit and appraisal fees referenced in Section 2.12(c),
5.3(g) and any Related Expenses, (h) non-cash restructuring charges for such
period in an aggregate amount not to exceed Ten Million Dollars ($10,000,000)
during the term of this Agreement, and (i) non-cash charges resulting from
changes in estimates or assumptions related to employee retirement and health
benefit plans.

     "Consolidated Fixed Charges" shall mean, for any period, on a Consolidated
basis and in accordance with GAAP, without duplication, the aggregate of (a)
scheduled principal payments on Funded Indebtedness (other than optional
prepayments of the Revolving Credit Notes) paid or payable, and (b) Consolidated
Interest Expense paid or payable.

     "Consolidated Funded Indebtedness" shall mean, for any period, Funded
Indebtedness of Borrower for such period, as determined on a Consolidated basis
and in accordance with GAAP.

     "Consolidated Income Tax Expense" shall mean, for any period, all
provisions for taxes based on the gross or net income of Borrower (including,
without limitation, any additions to such taxes, and any penalties and interest
with respect thereto), and all franchise taxes of Borrower, as determined on a
Consolidated basis and in accordance with GAAP.

     "Consolidated Interest Expense" shall mean, for any period, the interest
expense, both expensed and capitalized, of Borrower for such period, as
determined on a Consolidated basis and in accordance with GAAP, excluding any
amortization of deferred financing fees.

     "Consolidated Net Earnings" shall mean, for any period, the net income
(loss) of Borrower for such period, as determined on a Consolidated basis and in
accordance with GAAP.

     "Consolidated Net Worth" shall mean, at any date, the stockholders' equity
of Borrower, determined as of such date on a Consolidated basis and in
accordance with GAAP; provided that (a) the amount of foreign currency
translation shall be excluded at all times; (b) any decrease to Consolidated Net
Worth due to non-cash restructuring charges in an aggregate amount not to exceed
Ten Million Dollars ($10,000,000) during the term of this Agreement shall be
added back; and (c) any comprehensive income losses, as defined under GAAP,
shall be added back.

                                        8

<PAGE>

     "Consolidated Total Liabilities" shall mean, at any date, the Total
Liabilities of Borrower, as determined on a Consolidated basis and in accordance
with GAAP.

     "Control Agreement" shall mean each Control Agreement among Borrower, Agent
and a depository institution, dated on or after the Closing Date, as the same
may from time to time be amended, restated or otherwise modified.

     "Controlled Group" shall mean a Company and each Person required to be
aggregated with a Company under Code Section 414(b), (c), (m) or (o).

     "Credit Event" shall mean the making by the Lenders of a Loan, the
conversion by the Lenders of a Base Rate Loan to a Eurodollar Loan, the
continuation by the Lenders of a Eurodollar Loan after the end of the applicable
Interest Period, the making by the Swing Line Lender of a Swing Loan, or the
issuance by the Fronting Lender of a Letter of Credit.

     "Credit Exposure" shall mean, at any time, with respect to any Commitment,
the sum of (a) the aggregate principal amount of Loans outstanding thereunder,
and (b) the Letter of Credit Exposure, if any.

     "Credit Party" shall mean Borrower and any Subsidiary or Affiliate that is
a Guarantor of Payment.

     "Currency Hedge Agreement" shall mean any currency swap agreement, forward
currency purchase agreement or similar arrangement or agreement designed to
protect against fluctuations in currency exchange rates entered into by a
Company.

     "Debt" shall mean, collectively, (a) all Indebtedness and other obligations
incurred by Borrower or a Guarantor of Payment to Agent, the Swing Line Lender,
the Fronting Lender, or any Lender (or any affiliate thereof) pursuant to this
Agreement and includes the principal of and interest on all Notes and all
obligations pursuant to Letters of Credit; (b) each extension, renewal or
refinancing thereof in whole or in part; (c) the commitment fees, other fees and
any prepayment fees payable hereunder, and all fees and charges in connection
with the Letters of Credit; and (d) all Related Expenses.

     "Default" shall mean an event or condition that constitutes, or with the
lapse of any applicable grace period or the giving of notice or both would
constitute, an Event of Default, and that has not been waived by the Required
Lenders in writing.

     "Default Rate" shall mean (a) with respect to any Loan, a rate per annum
equal to two percent (2%) in excess of the rate otherwise applicable thereto,
and (b) with respect to any other amount, if no rate is specified or available,
a rate per annum equal to two percent (2%) in excess of the Derived Base Rate
from time to time in effect.

     "Deposit Account" shall mean (a) a deposit account, as defined in the
U.C.C., (b) any other deposit account, and (c) any demand, time, savings,
checking, passbook, or a similar

                                        9

<PAGE>

account maintained with a bank, savings and loan association, credit union, or
similar organization.

     "Derived Base Rate" shall mean a rate per annum equal to the sum of the
Applicable Margin (from time to time in effect) for Base Rate Loans plus the
Base Rate.

     "Derived Eurodollar Rate" shall mean a rate per annum equal to the sum of
the Applicable Margin (from time to time in effect) for Eurodollar Loans plus
the Eurodollar Rate.

     "Derived Swing Loan Rate" shall mean a rate per annum equal to the Derived
Base Rate.

     "Dollar" or the sign $ shall mean lawful money of the United States of
America.

     "Domestic Subsidiary" shall mean a Subsidiary that is not a Foreign
Subsidiary.

     "Dormant Subsidiary" shall mean a Company that (a) is not a Credit Party,
(b) has aggregate assets of less than One Hundred Thousand Dollars ($100,000)
and aggregate investments by the Companies of less than One Hundred Thousand
Dollars ($100,000), and (c) has no direct or indirect Subsidiaries with
aggregate assets for all such Subsidiaries of more than One Hundred Thousand
Dollars ($100,000).

     "Eligible Account Receivable" shall mean an Account that is an account
receivable (i.e., each specific invoice) of a Credit Party that, at all times
until it is collected in full, continuously meets the following requirements:

     (a)  is not subject to any claim for credit, allowance or adjustment
by the Account Debtor or any defense, dispute, set-off or counterclaim; provided
that, if Borrower submits evidence to Agent demonstrating that such Account
Debtor is making continued payments, in the ordinary course, with respect to the
portion of such Account not subject to a claim for credit, allowance,
adjustment, defense, dispute, set-off or counterclaim, then Agent, in its sole
discretion, may permit such portion to be an Eligible Account Receivable;

     (b)  arose in the ordinary course of business of such Credit Party from the
performance (fully completed) of services or bona fide sale of goods that have
been shipped to the Account Debtor, and not more than one hundred-twenty (120)
days have elapsed since the invoice date;

     (c)  is not due from any Account Debtor with respect to which a Credit
Party has received any notice or has any knowledge of insolvency, bankruptcy, or
financial impairment, or that has suspended normal business operations,
dissolved, liquidated or terminated its existence;

     (d)  is not subject to an assignment, pledge, claim, mortgage, lien or
security interest of any type except that granted to or in favor of Agent, for
the benefit of the Lenders;

     (e)  does not relate to any goods repossessed, lost, damaged, rejected or
returned, or acceptance of which has been revoked or refused to the extent of
the amount of such matters;

                                       10

<PAGE>

     (f)  is not evidenced by a promissory note or any other instrument or by
chattel paper;

     (g)  has not been determined by Agent to be unsatisfactory in any respect
as determined by Agent in its reasonable credit judgment;

     (h)  is not a Government Account Receivable, unless the security interest
of Agent, for the benefit of the Lenders in such Government Account Receivable,
is filed in accordance with the Federal Assignment of Claims Act;

     (i)  is not owing from any Affiliate, shareholder or employee of such
Credit Party (other than an MTD Receivable);

     (j)  is not a Foreign Account Receivable;

     (k)  is not owing from an Account Debtor that has failed to pay more than
fifty percent (50%) of its currently outstanding Accounts within no more than
one hundred twenty (120) days of the invoice date;

     (1)  with respect to an Account Debtor that, together with its affiliates,
owes the Companies more than fifty percent (50%) of all accounts receivable of
the Companies, is not the portion of the Accounts that represents the excess of
fifty percent (50%) of such account receivables;

     (m)  is an Account in which Agent, for the benefit of the Lenders, has a
valid and enforceable first security interest;

     (n)  has arisen in connection with sales of goods that were not shipped or
delivered to an Account Debtor on consignment, a sale or return basis, a
guaranteed sale basis, a bill and hold basis, or on the basis of any similar
understanding;

     (o)  is not subject to any provision prohibiting assignment or requiring
notice of or consent to such assignment;

     (p)  is not due from an Account Debtor located in a state that requires
that such Credit Party, in order to sue any Person in such state's courts,
either (i) qualify to do business in such state or (ii) file a report with the
taxation division of such state for the then current year, unless, in each case,
such Credit Party has fulfilled such requirements to the extent applicable for
the then current year;

     (q)  is not an Account with respect to which any of the representations,
warranties, covenants and agreements contained in this Agreement or any of the
Loan Documents are not or have ceased to be complete and correct in all material
respects, or have been breached;

     (r)  is not an Account that represents a progress billing or an account
that has had the time for payment extended by such Credit Party without the
consent of Agent (for the purposes

                                       11

<PAGE>

hereof, "progress billing" means any invoice for goods sold or leased or
services rendered under a contract or agreement pursuant to which the Account
Debtor's obligation to pay such invoice is conditioned upon such Credit Party's
completion of any further performance under the contract or agreement);

     (s)  is not owed by any State or any department, agency, or instrumentality
thereof unless such Credit Party has complied with any applicable statutory or
regulatory requirements thereof in respect of Agent and the Lender's security
interest therein as granted hereunder; and

     (t)  is not an account receivable arising from the sale of tooling
Inventory unless Borrower has received written pre-production approval from the
account debtor with respect to such account receivable.

     "Eligible Inventory" shall mean all Inventory of a Credit Party in which
Agent, for the benefit of the Lenders, has a valid and enforceable first
security interest, except Inventory that is:

     (a)  located outside of the United States;

     (b)  in the possession of a bailee, consignee or other third party in
possession of Inventory of the Credit Parties in excess of the aggregate of One
Million Dollars ($1,000,000), unless (i) an acknowledged processor's waiver (or
bailee's waiver) has been received by Agent, (ii) reserves, satisfactory to
Agent, have been established with respect thereto, (iii) such third party is
listed on Schedule 7.9 hereto, as amended from time to time, (iv) if required by
Agent, proper notice has been given to all secured parties of such third party
that have filed financing statements claiming a security interest in such third
party's inventory, and (v) Borrower has filed appropriate financing statements
to protect its interest therein, in form and substance satisfactory to Agent;

     (c)  located on facilities leased by a Credit Party, unless an acknowledge
Landlord's Waiver has been received by Agent, and reserves, satisfactory to
Agent, have been established with respect thereto;

     (d)  work-in-process;

     (e)  slow-moving, damaged, defective or obsolete;

     (f)  consists of (i) goods not held for sale, such as labels, maintenance
items, supplies and packaging, or (ii) Inventory used in connection with
research and development;

     (g)  subject to a Lien in favor of any Person other than Agent; or

     (h)  determined by Agent to be unsatisfactory in any respect as determined
by Agent in its reasonable credit judgment.

                                       12

<PAGE>

     "Eligible Transferee" shall mean a commercial bank, financial institution
or other "accredited investor" (as defined in SEC Regulation D) that is not
Borrower, a Subsidiary or an Affiliate.

     "Environmental Laws" shall mean all provisions of law, statutes,
ordinances, rules, regulations, permits, licenses, judgments, writs,
injunctions, decrees, orders, awards and standards promulgated by the government
of the United States of America, by any state or municipality thereof or any
foreign jurisdiction, or by any court, agency, instrumentality, regulatory
authority or commission of any of the foregoing concerning health, safety and
protection of, or regulation of the discharge of substances into, the
environment.

     "Equalization Event" shall mean the earlier of (a) the occurrence of an
Event of Default under Section 8.14 hereof, or (b) the acceleration of the
maturity of the Debt after the occurrence of an Event of Default.

     "Equalization Percentage" shall mean that term as defined in Section 9.5
hereof.

     "Equipment" shall mean all equipment, as defined in the U.C.C.

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

     "ERISA Event" shall mean (a) the existence of a condition or event with
respect to an ERISA Plan that presents a material risk of the imposition of an
excise tax or any other liability on a Company or of the imposition of a Lien on
the assets of a Company; (b) the engagement by a Controlled Group member in a
non-exempt "prohibited transaction" (as defined under ERISA Section 406 or Code
Section 4975) or a breach of a fiduciary duty under ERISA that could result in a
material liability to a Company; (c) the application by a Controlled Group
member for a waiver from the minimum funding requirements of Code Section 412 or
ERISA Section 302 or a Controlled Group member is required to provide security
under Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a
Reportable Event with respect to any Pension Plan as to which notice is required
to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from
a Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal" (as
such terms are defined in ERISA Sections 4203 and 4205, respectively); (f) the
involvement of, or occurrence or existence of any event or condition that makes
likely the involvement of, a Multiemployer Plan in any reorganization under
ERISA Section 4241; (g) the failure of an ERISA Plan (and any related trust)
that is intended to be qualified under Code Sections 401 and 501 to be so
qualified or the failure of any "cash or deferred arrangement" under any such
ERISA Plan to meet the requirements of Code Section 401(k); (h) the taking by
the PBGC of any steps to terminate a Pension Plan or appoint a trustee to
administer a Pension Plan, or the taking by a Controlled Group member of any
steps to terminate a Pension Plan; (i) the failure by a Controlled Group member
or an ERISA Plan to satisfy any material requirements of law applicable to an
ERISA Plan; (j) the commencement, existence or threatening of a material claim,
action, suit, audit or investigation with respect to an ERISA Plan, other than a
routine claim for benefits; or (k) any incurrence by or any expectation of the
incurrence by a Controlled

                                       13

<PAGE>

Group member of any liability for post-retirement benefits under any Welfare
Plan, other than as required by ERISA Section 601, et. seq. or Code Section
4980B.

     "ERISA Plan" shall mean an "employee benefit plan" (within the meaning of
ERISA Section 3(3)) that a Controlled Group member at any time sponsors,
maintains, contributes to, has liability with respect to or has an obligation to
contribute to such plan.

     "Eurocurrency Reserve Percentage" shall mean, for any Interest Period in
respect of any Eurodollar Loan, as of any date of determination, the aggregate
of the then stated maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves), expressed as a decimal, applicable to such
Interest Period (if more than one such percentage is applicable, the daily
average of such percentages for those days in such Interest Period during which
any such percentage shall be so applicable) by the Board of Governors of the
Federal Reserve System, any successor thereto, or any other banking authority,
domestic or foreign, to which a Lender may be subject in respect to eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Federal Reserve Board) or in respect of any other category of liabilities
including deposits by reference to which the interest rate on Eurodollar Loans
is determined or any category of extension of credit or other assets that
include the Eurodollar Loans. For purposes hereof, such reserve requirements
shall include, without limitation, those imposed under Regulation D of the
Federal Reserve Board and the Eurodollar Loans shall be deemed to constitute
Eurocurrency Liabilities subject to such reserve requirements without benefit of
credits for proration, exceptions or offsets that may be available from time to
time to any Lender under such Regulation D.

     "Eurodollar" shall mean a Dollar denominated deposit in a bank or branch
outside of the United States.

     "Eurodollar Loan" shall mean a Loan described in Section 2.2, 2.5 or 2.6
hereof on which Borrower shall pay interest at a rate based upon the Derived
Eurodollar Rate.

     "Eurodollar Rate" shall mean, with respect to a Eurodollar Loan, for any
Interest Period, a rate per annum equal to the quotient obtained by dividing (a)
(i) the rate of interest, determined by Agent in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) as of
approximately 11:00 A.M. (London time) two Business Days prior to the beginning
of such Interest Period pertaining to such Eurodollar Loan, as listed on page
BBAM of the Bloomberg Financial Markets Information Service or (ii) in the event
the rate referenced in the preceding subpart (i) does not appear on such page or
service or such page or service shall cease to be available, the rate per annum
equal to the rate determined by Agent to be the offered rate on such other page
or other service that displays an average British Bankers Association Interest
Settlement Rate for deposits in Eurodollars (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period, determined
as of approximately 11:00 A.M. (London time) two Business Days prior to the
first day of such Interest Period; provided that, in the event that such rate
quotation is not available for any reason, then the Eurodollar Rate shall be the
average of the per annum rates at which deposits in immediately available funds
in Eurodollars for the relevant Interest Period and in the amount of the
Eurodollar Loan to be disbursed or to remain outstanding during such Interest
Period, as the

                                       14

<PAGE>

case may be, are offered to Agent (or an affiliate of Agent, in Agent's
discretion) by prime banks in any Eurodollar market reasonably selected by
Agent, determined as of 11:00 A.M. (London time) (or as soon thereafter as
practicable), two Business Days prior to the beginning of the relevant Interest
Period pertaining to such Eurodollar Loan; by (b) 1.00 minus the Eurocurrency
Reserve Percentage.

     "Event of Default" shall mean an event or condition that shall constitute
an event of default as defined in Article VIII hereof.

     "Excess Cash Flow" shall mean, for any period, on a Consolidated basis and
in accordance with GAAP, an amount equal to (a) Consolidated EBITDA, minus (b)
the sum of (i) Consolidated Capital Expenditures, (ii) Consolidated Income Tax
Expense, (iii) the scheduled principal payments and optional prepayments, to the
extent such optional prepayments result in a permanent reduction of a Specific
Commitment, made with respect to Consolidated Funded Indebtedness for such
period, (iv) Consolidated Interest Expense, (v) any collateral audit and
appraisal fees referenced in Section 2.12(c) or 5.3(g) and any Related Expenses,
(vi) any life insurance premiums under the Assigned Life Insurance Policy, and
(vii) extraordinary or unusal non-cash charges added back to Consolidated EBITDA
for such period and other non-cash charges resulting from changes in estimates
or assumptions related to employee retirement and health benefit plans.

     "Excluded Assets" shall mean the Valley City Steel Assets and all of the
shares of capital stock of Manulife Financial Corporation owned by the
Companies.

     "Excluded Taxes" shall mean net income taxes (and franchise taxes imposed
in lieu of net income taxes) imposed on Agent or any Lender by the Governmental
Authority located in the jurisdiction where Agent or such Lender is organized
(other than any such taxes arising solely from Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document).

     "Federal Funds Effective Rate" shall mean, for any day, the rate per annum
(rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%))
announced by the Federal Reserve Bank of New York (or any successor) on such day
as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as
computed and announced by such Federal Reserve Bank (or any successor) in
substantially the same manner as such Federal Reserve Bank computes and
announces the weighted average it refers to as the "Federal Funds Effective
Rate" as of the Closing Date.

     "Financial Officer" shall mean any of the following officers: chief
executive officer, president, chief financial officer, treasurer or corporate
controller. Unless otherwise qualified, all references to a Financial Officer in
this Agreement shall refer to a Financial Officer of Borrower.

     "Fixed Charge Coverage Ratio" shall mean, for the most recently completed
four fiscal quarters of Borrower, on a Consolidated basis and in accordance with
GAAP, the ratio of (a) Consolidated EBITDA, minus (i) Consolidated Capital
Expenditures, minus (ii) Restricted

                                       15

<PAGE>

Payments, minus (iii) Consolidated income taxes paid in cash; to (b)
Consolidated Fixed Charges.

     "Foreign Account Receivable" shall mean an Account that arises out of
contracts with or orders from an Account Debtor that is not a resident of the
United States.

     "Foreign Subsidiary" shall mean a Subsidiary that is organized outside of
the United States.

     "Fronting Lender" shall mean, as to any Letter of Credit transaction
hereunder, Agent as issuer of the Letter of Credit, or, in the event that Agent
either shall be unable to issue or shall agree that another Revolving Lender may
issue, a Letter of Credit, such other Revolving Lender as shall agree to issue
the Letter of Credit in its own name, but on behalf of the Revolving Lenders
hereunder.

     "Funded Indebtedness" shall mean all Indebtedness (other than Indebtedness
pursuant to undrawn Letters of Credit under this Agreement), including, but not
limited to, current, long-term and Subordinated Indebtedness, if any.

     "GAAP" shall mean generally accepted accounting principles, which shall
include the official interpretations thereof by the Financial Accounting
Standards Board, applied on a basis consistent with the past accounting
practices and procedures of Borrower as in effect from time to time, provided
that, if Borrower notifies Agent that Borrower requests an amendment to any
provisions hereof to eliminate the effect of any change occurring after the
Closing Date in GAAP or in the application thereof on the operation of such
provision, regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then Agent and the Required
Lenders will negotiate in good faith with Borrower to appropriately modify such
covenants; provided that the existing covenants will remain effective until an
appropriate amendment is executed.

     "General Intangibles" shall mean all (a) general intangibles, as defined in
the U.C.C.; (b) choses in action, causes of action, all customer lists,
corporate or other business records, inventions, designs, patents, patent
applications, service marks, registrations, trade names, trademarks, copyrights,
licenses, goodwill, computer software, rights to indemnification and tax
refunds; and (c) Proceeds of any of the foregoing, irrespective of the form or
kind thereof.

     "Government Account Receivable" shall mean any Account that arises out of
contracts with or orders from the United States or any of its departments,
agencies or instrumentalities.

     "Governmental Authority" shall mean any nation or government, any state,
province or territory or other political subdivision thereof, any governmental
agency, authority, instrumentality, regulatory body, court, central bank or
other governmental entity exercising executive, legislative, judicial, taxing,
regulatory or administrative functions of or pertaining to government, any
securities exchange and any self-regulatory organization.

                                       16

<PAGE>

     "Guarantor" shall mean a Person that shall have pledged its credit or
property in any manner for the payment or other performance of the indebtedness,
contract or other obligation of another and includes (without limitation) any
guarantor (whether of payment or of collection), surety, co-maker, endorser or
Person that shall have agreed conditionally or otherwise to make any purchase,
loan or investment in order thereby to enable another to prevent or correct a
default of any kind.

     "Guarantor of Payment" shall mean each of the Companies set forth on
Schedule 2 hereto, that are each executing and delivering a Guaranty of Payment,
or any other Person that shall deliver a Guaranty of Payment to Agent subsequent
to the Closing Date.

     "Guaranty of Payment" shall mean each Guaranty of Payment of Debt executed
and delivered on or after the Closing Date in connection with this Agreement by
the Guarantors of Payment, as the same may from time to time be amended,
restated or otherwise modified.

     "Hedge Agreement" shall mean any Interest Rate Hedge Agreement or Currency
Hedge Agreement.

     "Indebtedness" shall mean, for any Company (excluding in all cases trade
payables and accrued liabilities relating to working capital and employee
matters payable in the ordinary course of business by such Company), without
duplication, (a) all obligations to repay borrowed money, direct or indirect,
incurred, assumed, or guaranteed (other than obligations incurred for the
purchase of insurance policies, including general commercial liability,
property, casualty, director and officer and foreign liability insurance), (b)
all obligations for the deferred purchase price of capital assets, (c) all
obligations under conditional sales or other title retention agreements, (d) all
obligations (contingent or otherwise) under any letter of credit or banker's
acceptance, (e) all net obligations under any currency swap agreement, interest
rate swap, cap, collar or floor agreement or other interest rate management
device or any Hedge Agreement, (f) all synthetic leases, (g) all lease
obligations that have been or should be capitalized on the books of such Company
in accordance with GAAP, (h) all obligations of such Company with respect to
asset securitization financing programs, (i) all obligations to advance funds
to, or to purchase assets, property or services from, any other Person in order
to maintain the financial condition of such Person, and (j) any other
transaction (including forward sale or purchase agreements) having the
commercial effect of a borrowing of money entered into by such Company to
finance its operations or capital requirements.

     "Intellectual Property Collateral Assignment Agreement" shall mean the
Intellectual Property Collateral Assignment Agreement, executed and delivered by
Borrower and each Guarantor of Payment in favor of Agent, for the benefit of the
Lenders, dated as of the Closing Date, granting a security interest in and a
collateral assignment of all intellectual property owned by Borrower or such
Guarantor of Payment, and any other Intellectual Property Collateral Assignment
Agreement executed on or after the Closing Date, as the same may from time to
time be amended, restated or otherwise modified.

     "Interest Adjustment Date" shall mean the last day of each Interest Period.

                                       17

<PAGE>

     "Interest Period" shall mean, with respect to any Eurodollar Loan, the
period commencing on the date such Eurodollar Loan is made and ending on the
last day of such period, as selected by Borrower pursuant to the provisions
hereof, and, thereafter each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of such period,
as selected by Borrower pursuant to the provisions hereof. The duration of each
Interest Period for a Eurodollar Loan shall be one month, two months, three
months or six months, in each case as Borrower may select upon notice, as set
forth in Section 2.9 hereof; provided that (a) if Borrower shall fail to so
select the duration of any Interest Period at least three Business Days prior to
the Interest Adjustment Date applicable to such Eurodollar Loan, Borrower shall
be deemed to have converted such Eurodollar Loan to a Base Rate Loan at the end
of the then current Interest Period; and (b) Borrower may not select any
Interest Period for a Eurodollar Loan that ends after any date when principal is
due on such Eurodollar Loan.

     "Interest Rate Hedge Agreement" shall mean any hedge agreement, interest
rate swap, cap, collar or floor agreement, or other interest rate management
device entered into by a Company with any Person in connection with any
Indebtedness of a Company.

     "Interest Rate Protection" shall mean, with respect to Indebtedness of
Borrower, that either (a) Borrower shall have obtained a fixed rate of interest
on such Indebtedness, or (b) Borrower shall have entered into an Interest Rate
Hedge Agreement or Interest Rate Hedge Agreements; either of which shall be upon
such terms and conditions as shall be reasonably satisfactory to Agent.

     "Inventory" shall mean all inventory, as defined in the U.C.C.

     "Investment Property" shall mean all investment property, as defined in the
U.C.C., unless the Uniform Commercial Code as in effect in another jurisdiction
would govern the perfection and/or priority of a security interest in investment
property, and, in such case, "Investment Property" shall be defined in
accordance with the law of that jurisdiction as in effect from time to time.

     "Landlord's Waiver" shall mean a landlord's waiver or mortgagee's waiver,
each in form and substance reasonably satisfactory to Agent, delivered by a
Company in connection with this Agreement, as such waiver may from time to time
be amended, restated or otherwise modified.

     "Lender Credit Exposure" shall mean, for any Lender, at any time, the
aggregate of such Lender's respective pro rata shares of the Revolving Credit
Exposure and the Term Loan Exposure.

     "Letter of Credit" shall mean a commercial documentary letter of credit or
standby letter of credit that shall be issued by the Fronting Lender for the
account of Borrower or a Guarantor of Payment, including amendments thereto, if
any, and shall have an expiration date no later than the earlier of (a) one year
after its date of issuance or (b) thirty (30) days prior to the last day of the
Commitment Period.

                                       18

<PAGE>

     "Letter of Credit Commitment" shall mean the commitment of the Fronting
Lender, on behalf of the Revolving Lenders, to issue Letters of Credit in an
aggregate face amount of up to Ten Million Dollars ($10,000,000).

     "Letter of Credit Exposure" shall mean, at any time, the sum of (a) the
aggregate undrawn face amount of all issued and outstanding Letters of Credit,
and (b) the aggregate of the draws made on Letters of Credit that have not been
reimbursed by Borrower or converted to a Revolving Loan pursuant to Section
2.3(e) hereof.

     "Leverage Ratio" shall mean, at any time, as determined on a Consolidated
basis and in accordance with GAAP, the ratio of (a) Consolidated Funded
Indebtedness (for the most recently completed fiscal quarter of Borrower) to (b)
Consolidated EBITDA (for the most recently completed four fiscal quarters of
Borrower).

     "Lien" shall mean any mortgage, security interest, lien (statutory or
other), charge, encumbrance on, pledge or deposit of, or conditional sale,
leasing, sale with a right of redemption or other title retention agreement and
any capitalized lease with respect to any property (real or personal) or asset.

     "Loan" shall mean a Revolving Loan, a Swing Loan or the Term Loan granted
to Borrower by the Lenders in accordance with Section 2.2, 2.4, 2.5 or 2.6
hereof.

     "Loan Documents" shall mean, collectively, this Agreement, each Note, each
Guaranty of Payment, all documentation relating to each Letter of Credit, each
Security Document, the Master Letter of Credit Agreement, the Agent Fee Letter
and the Closing Fee Letter, as any of the foregoing may from time to time be
amended, restated or otherwise modified or replaced, and any other document
delivered pursuant thereto.

     "Mandatory Prepayment" shall mean that term as defined in Section 2.15(c)
hereof.

     "Manufacturing Supply Agreements" shall mean the Manufacturing Supply
Agreements executed by and between Shiloh Automotive, Inc. and MTD and between
Shiloh Corporation and MTD, both dated May 10, 2002, as amended from time to
time.

     "Master Letter of Credit Agreement" shall mean the Master Letter of Credit
Agreement attached as the attached Exhibit H.

     "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or prospects
of Borrower, or (b) the business, operations, property, condition (financial or
otherwise) or prospects of the Companies taken as a whole.

     "Material Indebtedness Agreement" shall mean any debt instrument, lease
(capital, operating or otherwise), guaranty, contract, commitment, agreement or
other arrangement evidencing any Indebtedness of any Company or the Companies in
excess of the amount of Five Million Dollars ($5,000,000).

                                       19

<PAGE>

     "Material Recovery Event" shall mean (a) any casualty loss in respect of
assets of a Company covered by casualty insurance, and (b) any compulsory
transfer or taking under threat of compulsory transfer of any asset of a Company
by any Governmental Authority; provided that, in the case of either (a) or (b),
the proceeds received by the Companies from such loss, transfer or taking
exceeds Five Hundred Thousand Dollars ($500,000).

     "Maximum Amount" shall mean, for each Lender, the amount set forth opposite
such Lender's name under the column headed "Maximum Amount" as set forth on
Schedule 1 hereto, subject to decreases determined pursuant to Section 2.13(a)
hereof, increases pursuant to Section 2.13(b) hereof and assignments of
interests pursuant to Section 11.10 hereof; provided, however, that the Maximum
Amount for the Swing Line Lender shall exclude the Swing Line Commitment.

     "Maximum Commitment Amount" shall mean One Hundred Ninety-Five Million
Dollars ($195,000,000).

     "Maximum Revolving Amount" shall mean Seventy Million Dollars
($70,000,000).

     "Mexican Lease" shall mean an operating lease for manufacturing equipment
entered into by a Mexican Subsidiary.

     "Mexican Subsidiary" shall mean Shiloh De Mexico, S.A. De C.V., Shiloh
Internacional, S.A. De C.V., and any other Foreign Subsidiary created after the
Closing Date that is organized in Mexico.

     "Moody's" shall mean Moody's Investors Service, Inc., or any successor to
such company.

     "Mortgage" shall mean each Open-End Mortgage, Assignment of Leases and
Rents and Security Agreement (or comparable document), dated as of the Closing
Date, relating to the Real Property, executed and delivered by a Credit Party,
to further secure the obligations under the Loan Documents, as the same may from
time to time be amended, restated or otherwise modified.

     "MTD" shall mean MTD Holdings Inc, formerly known as MTD Products Inc, an
Ohio corporation, and its subsidiaries (other than Borrower or any direct or
indirect subsidiary of Borrower).

     "MTD Receivable" shall mean an account receivable of a Credit Party owing
from MTD for the purchase of parts made by such Credit Party.

     "Multiemployer Plan" shall mean a Pension Plan that is subject to the
requirements of Subtitle E of Title IV of ERISA.

                                       20

<PAGE>

     "Note" shall mean a Revolving Credit Note, the Swing Line Note or a Term
Note, or any other promissory note delivered pursuant to this Agreement.

     "Notice of Loan" shall mean a Notice of Loan in the form of the attached
Exhibit E.

     "Organizational Documents" shall mean, with respect to any Person (other
than an individual), such Person's Articles (Certificate) of Incorporation,
operating agreement or equivalent formation documents, and Regulations (Bylaws),
or equivalent governing documents, and any amendments to any of the foregoing.

     "Other Taxes" shall mean any and all present or future stamp or documentary
taxes or any other excise or property taxes, goods and services taxes,
harmonized sales taxes and other sales taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

     "Overall Commitment Percentage" shall mean a Lender's percentage of the sum
of the aggregate principal amount of all Loans outstanding plus the Letter of
Credit Exposure.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation, or its
successor.

     "Pension Plan" shall mean an ERISA Plan that is a "pension plan" (within
the meaning of ERISA Section 3(2)).

     "Permitted Investment" shall mean an investment of a Company in the stock
(or other debt or equity instruments) of a Person (other than a Company), so
long as (a) the Company making the investment is a Credit Party; and (b) the
aggregate amount of all such investments of all Companies does not exceed, at
any time, an aggregate amount of One Million Dollars ($1,000,000).

     "Permitted Mexican Subsidiary Loans and Investments" shall mean (a) loans
to the Mexican Subsidiaries from, and investments in the Mexican Subsidiaries
by, Borrower or any Domestic Subsidiary in an amount not to exceed, in the
aggregate for all such loans and investments, Five Million Dollars ($5,000,000)
at any time outstanding or existing (exclusive of the loans and investments made
prior to the Closing Date as listed in Schedule 5.11 hereto); and (b) loans to a
Mexican Subsidiary from a Mexican Subsidiary.

     "Person" shall mean any individual, sole proprietorship, partnership, joint
venture, unincorporated organization, corporation, limited liability company,
institution, trust, estate, government or other agency or political subdivision
thereof or any other entity.

     "Pledge Agreement" shall mean each of the Pledge Agreements, relating to
the Pledged Securities, executed and delivered by Borrower, Shiloh Corporation
and The Sectional Die Company in favor of Agent, for the benefit of the Lenders,
dated as of the Closing Date, and any other Pledge Agreement executed by any
other Domestic Subsidiary on or after the Closing Date, as any of the foregoing
may from time to time be amended, restated or otherwise modified.

                                       21

<PAGE>

     "Pledged Securities" shall mean the shares of capital stock or other equity
interest of a Subsidiary of Borrower, whether now owned or hereafter acquired or
created, and all proceeds thereof; provided that, with respect to the Mexican
Subsidiary, Pledged Securities shall include sixty-five percent (65%) (or
sixty-four percent (64%) with respect to Mexico International, S.A. de C.V.) of
the fixed capital shares and shall exclude the variable shares.

     "Prime Rate" shall mean, for any day, the rate of interest in effect for
such day as publicly announced from time to time by Agent as its prime rate
(whether or not such rate is actually charged by Agent). Any change in the Prime
Rate announced by Agent shall take effect at the opening of business on the day
specified in the public announcement of such change.

     "Pro Rata Basis" or "pro rata basis" shall mean, as appropriate, (a)
distribution to the applicable Lenders by Agent in accordance with the
Applicable Commitment Percentages, or (b) distribution among the Commitments in
accordance with the Credit Exposure thereunder.

     "Pro Rata Share" or "pro rata share" shall mean, with respect to the
Applicable Debt, a Lender's share in accordance with such Lender's Applicable
Commitment Percentage.

     "Proceeds" shall mean (a) proceeds, as defined in the U.C.C., and any other
proceeds, and (b) whatever is received upon the sale, exchange, collection, or
other disposition of Collateral or proceeds, whether cash or non-cash. Cash
proceeds includes, without limitation, moneys, checks, and Deposit Accounts.
Proceeds includes, without limitation, any Account arising when the right to
payment is earned under a contract right, any insurance payable by reason of
loss or damage to the Collateral, and any return or unearned premium upon any
cancellation of insurance. Except as expressly authorized in this Agreement, the
right of Agent and the Lenders to Proceeds specifically set forth herein or
indicated in any financing statement shall never constitute an express or
implied authorization on the part of Agent or any Lender to a Company's sale,
exchange, collection, or other disposition of any or all of the Collateral.

     "Ratable Account" or "ratable account" shall mean each Lender's share of
the Applicable Debt in accordance with such Lender's Applicable Commitment
Percentage.

     "Ratable Share" or "ratable share" shall mean each Lender's share of the
Applicable Debt in accordance with such Lender's Applicable Commitment
Percentage.

     "Ratably" or "ratably" shall mean in accordance with each Lender's Ratable
Share.

     "Real Property" shall mean each parcel of real estate owned by a Credit
Party, as set forth on Schedule 3 hereto, together with all improvements and
buildings thereon and all appurtenances, easements or other rights thereto
belonging, and being defined collectively as the "Property" in each of the
Mortgages.

     "Regularly Scheduled Payment Date" shall mean the last day of each March,
June, September and December of each year.

                                       22

<PAGE>

     "Related Expenses" shall mean any and all costs, liabilities, and expenses
(including, without limitation, losses, damages, penalties, claims, actions,
attorneys' fees, legal expenses, judgments, suits and disbursements) (a)
incurred by Agent (and not previously reimbursed by Borrower), or imposed upon
or asserted against Agent or any Lender, in any attempt by Agent and the Lenders
to (i) obtain, preserve, perfect or enforce any Loan Document or any security
interest evidenced by any Loan Document; (ii) obtain payment, performance or
observance of any and all of the Debt; or (iii) maintain, insure, audit,
collect, preserve, repossess or dispose of any of the collateral securing the
Debt or any part thereof, including, without limitation, costs and expenses for
appraisals, assessments and audits of any Company or any such collateral; or (b)
incidental or related to (a) above, including, without limitation, interest
thereupon from the date incurred, imposed or asserted until paid at the Default
Rate.

     "Related Writing" shall mean each Loan Document and any other assignment,
mortgage, security agreement, guaranty agreement, subordination agreement,
financial statement, audit report or other writing furnished by any Credit
Party, or any of its officers, to Agent or the Lenders pursuant to or otherwise
in connection with this Agreement.

     "Reportable Event" shall mean a reportable event as that term is defined in
Title IV of ERISA, except actions of general applicability by the Secretary of
Labor under Section 110 of such Act.

     "Request for Extension" shall mean a notice, substantially in the form of
the attached Exhibit J.

     "Required Lenders" shall mean the holders of at least fifty-one percent
(51%), based upon each Lender's Applicable Commitment Percentages, of the sum of
(a) the principal outstanding under the Term Loan A Commitment; (b) the
principal outstanding under the Term Loan B Commitment; and (c) (i) during the
Commitment Period, the Revolving Amount, or (ii) after the Commitment Period,
the Revolving Amount in effect immediately prior to the termination of the
Commitment Period (subject to assignments pursuant to Section 11.10 hereof).

     "Required Revolving Lenders" shall mean the holders of at least fifty-one
percent (51%), based upon each Lender's Applicable Commitment Percentage of the
Revolving Credit Commitment, or, if the Revolving Credit Commitment is no longer
in effect, the Revolving Credit Exposure.

     "Required Supermajority Lenders" shall mean the holders of at least
sixty-six and two-thirds percent (66-2/3%), based upon each Lender's Applicable
Commitment Percentages, of the sum of (a) the principal outstanding under the
Term Loan A Commitment; (b) the principal outstanding under the Term Loan B
Commitment; and (c) (i) during the Commitment Period, the Revolving Amount, or
(ii) after the Commitment Period, the Revolving Amount in effect immediately
prior to the termination of the Commitment Period (subject to assignments
pursuant to Section 11.10 hereof).

                                       23

<PAGE>

     "Requirement of Law" shall mean, as to any Person, any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property.

     "Restricted Payment" shall mean, with respect to any Company, (a) any
Capital Distribution, (b) any amount paid by such Company in repayment,
redemption, retirement or repurchase, directly or indirectly, of any
Subordinated Indebtedness, if any, or (c) any amount paid by such Company in
respect of any management, consulting or other similar arrangement with any
shareholder of a Company or an Affiliate, excluding payments under any
employment agreement or directors' compensation.

     "Revolving Amount" shall mean the Closing Revolving Amount, as such amount
may be increased up to the Maximum Revolving Amount pursuant to Section 2.13(b)
hereof, or decreased pursuant to Section 2.13(a) hereof.

     "Revolving Credit Availability" shall mean, at any time, an amount equal to
the Revolving Credit Commitment minus the Revolving Credit Exposure.

     "Revolving Credit Commitment" shall mean the obligation hereunder, during
the Commitment Period, of (a) the Revolving Lenders to make Revolving Loans, (b)
the Fronting Lender to issue Letters of Credit and each Revolving Lender to
participate in Letters of Credit pursuant to the Letter of Credit Commitment,
and (c) the Swing Line Lender to make and each Revolving Lender to participate
in Swing Loans pursuant to the Swing Line Commitment, up to an aggregate
principal amount outstanding at any time equal to:

          (i)  for any fiscal year of Borrower immediately following a fiscal
     year in which the Leverage Ratio, as measured on the last day of such year,
     is greater than 2.00 to 1.00, the lesser of (A) the Borrowing Base, or (B)
     the Revolving Amount, and

          (ii) for any other fiscal year of Borrower, the Revolving Amount.

     "Revolving Credit Exposure" shall mean, at any time, the sum of (a) the
aggregate principal amount of all Revolving Loans outstanding, (b) the Swing
Line Exposure and (c) the Letter of Credit Exposure.

     "Revolving Credit Note" shall mean a Revolving Credit Note executed and
delivered pursuant to Section 2.8(a) hereof.

     "Revolving Lender" shall mean a Lender with a percentage of the Revolving
Credit Commitment as set forth on Schedule 1 hereto.

     "Revolving Loan" shall mean a Loan granted to Borrower by the Revolving
Lenders in accordance with Section 2.2 hereof.

     "SEC" shall mean the United States Securities and Exchange Commission, or
any governmental body or agency succeeding to any of its principle functions.

                                       24

<PAGE>

     "Secured Debt" shall mean, collectively, (a) the Debt, and (b) all
obligations and liabilities now existing or hereafter incurred by a Company
under a Hedge Agreement with any of the Lenders.

     "Security Agreement" shall mean each Security Agreement executed and
delivered to Agent, for the benefit of the Lenders, by a Guarantor of Payment on
or after the Closing Date, as the same may from time to time be amended,
restated, or otherwise modified.

     "Security Documents" shall mean each Security Agreement, each Pledge
Agreement, each Mortgage, each Assignment of Life Insurance Policy, each
Intellectual Property Collateral Assignment Agreement, each Control Agreement,
each U.C.C. Financing Statement (or foreign equivalent) filed in connection
herewith, and any other document pursuant to which any Lien is granted by a
Company to Agent as security for the Debt, and all documents relating to any of
the foregoing, as any of the foregoing may from time to time be amended,
restated or otherwise modified or replaced.

     "Specific Commitment" shall mean the Revolving Credit Commitment, the Term
Loan A Commitment or the Term Loan B Commitment.

     "Standard & Poor's" shall mean Standard & Poor's Ratings Group, a division
of McGraw-Hill, Inc., or any successor to such company.

     "Subordinated" shall mean, as applied to Indebtedness, Indebtedness that
shall have been subordinated (by written terms or written agreement being, in
either case, in form and substance satisfactory to Agent and the Required
Lenders) in favor of the prior payment in full of the Debt.

     "Subsidiary" of a Company shall mean (a) a corporation more than fifty
percent (50%) of the Voting Power of which is owned, directly or indirectly, by
such Company or by one or more other subsidiaries of such Company or by such
Company and one or more subsidiaries of such Company, (b) a partnership or
limited liability company of which such Company, one or more other subsidiaries
of such Company or such Company and one or more subsidiaries of such Company,
directly or indirectly, is a general partner or managing member, as the case may
be, or otherwise has an ownership interest greater than fifty percent (50%) of
all of the ownership interests in such partnership or limited liability company,
or (c) any other Person (other than a corporation, partnership or limited
liability company) in which such Company, one or more other subsidiaries of such
Company or such Company and one or more subsidiaries of such Company, directly
or indirectly, has at least a majority interest in the Voting Power or the power
to elect or direct the election of a majority of directors or other governing
body of such Person.

     "Swing Line" shall mean the credit facility established by the Swing Line
Lender for Borrower in accordance with Section 2.4 hereof.

     "Swing Line Commitment" shall mean the commitment of the Swing Line Lender
to make Swing Loans to Borrower up to the aggregate amount at any time
outstanding of Ten Million Dollars ($10,000,000).

                                       25

<PAGE>

     "Swing Line Exposure" shall mean, at any time, the aggregate principal
amount of all Swing Loans outstanding.

     "Swing Line Lender" shall mean LaSalle Bank National Association, as holder
of the Swing Line Commitment.

     "Swing Line Note" shall mean the Swing Line Note executed and delivered
pursuant to Section 2.8(b) hereof.

     "Swing Loan" shall mean a loan granted to Borrower by the Swing Line Lender
under the Swing Line.

     "Swing Loan Maturity Date" shall mean, with respect to any Swing Loan, the
earlier of (a) thirty (30) days after the date such Swing Loan is made, or (b)
the last day of the Commitment Period.

     "Taxes" shall mean any present or future taxes, levies, imposts, duties,
charges, fees, deductions or withholdings now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority (together with any
interest, penalties or similar liabilities with respect thereto) other than
Excluded Taxes.

     "Term A Lender" shall mean a Lender with a percentage of the Term Loan A
Commitment as set forth on Schedule 1 hereto.

     "Term B Lender" shall mean a Lender with a percentage of the Term Loan B
Commitment as set forth on Schedule 1 hereto.

     "Term Lender" shall mean a Term A Lender or a Term B Lender.

     "Term Loan" shall mean the Term Loan A or the Term Loan B.

     "Term Loan A" shall mean the Loan granted to Borrower by the Term A Lenders
in accordance with Section 2.5 hereof.

     "Term Loan A Base Loan Rate" shall mean a rate per annum equal to
twenty-five (25) basis points in excess of the Derived Base Rate.

     "Term Loan A Commitment" shall mean the obligation hereunder of the Term A
Lenders to make the Term Loan A in the original principal amount of Seventy-Five
Million Dollars ($75,000,000), with each Term A Lender's obligation to
participate therein being in the amount set forth opposite such Term A Lender's
name under the column headed "Term Loan A Commitment Amount" as set forth on
Schedule 1 hereto.

     "Term Loan A Eurodollar Loan Rate" shall mean a rate per annum equal to
twenty-five (25) basis points in excess of the Derived Eurodollar Rate.

                                       26

<PAGE>

     "Term Loan A Note" shall mean a Term Loan A Note executed and delivered
pursuant to Section 2.8(c) hereof.

     "Term Loan B" shall mean the Loan granted to Borrower by the Term B Lenders
in accordance with Section 2.6 hereof.

     "Term Loan B Base Loan Rate" shall mean a rate per annum equal to two
hundred fifty (250) basis points in excess of the Base Rate; provided that, at
any time that (a) the Moody's rating of Borrower is Bl or better, and (b) the
Standard & Poor's rating of Borrower is B+ or better, the number of basis points
in excess of the Base Rate shall be two hundred (200).

     "Term Loan B Commitment" shall mean the obligation hereunder of the Term B
Lenders to make the Term Loan B in the original principal amount of Fifty
Million Dollars ($50,000,000), with each Term B Lender's obligation to
participate therein being in the amount set forth opposite such Term B Lender's
name under the column headed "Term Loan B Commitment Amount" as set forth on
Schedule 1 hereto.

     "Term Loan B Eurodollar Loan Rate" shall mean a rate per annum equal to
four hundred fifty (450) basis points in excess of the Eurodollar Rate; provided
that, at any time that (A) the Moody's rating of Borrower is Bl or better, and
(B) the Standard & Poor's rating of Borrower is B+ or better, the number of
basis points in excess of the Eurodollar Rate shall be four hundred (400).

     "Term Loan B Note" shall mean a Term Loan B Note executed and delivered
pursuant to Section 2.8(d) hereof.

     "Term Loan Commitment" shall mean the Term Loan A Commitment or the Term
Loan B Commitment.

     "Term Loan Exposure" shall mean, at any time, the outstanding principal
amount of the Term Loans.

     "Term Note" shall mean a Term Loan A Note or a Term Loan B Note.

     "Total Commitment Amount" shall mean One Hundred Eighty-Five Million
Dollars ($185,000,000), as such amount may be increased up to the Maximum
Commitment Amount pursuant to Section 2.13(b) hereof, or decreased pursuant to
Section 2.13(a) hereof.

     "Total Liabilities" shall mean, at any date, the total of all items of
Indebtedness or liability that, in accordance with GAAP, would be included in
determining total liabilities on the liability side of the balance sheet.

     "U.C.C." shall mean the Uniform Commercial Code, as in effect from time to
time in Ohio.

                                       27

<PAGE>

     "U.C.C. Financing Statement" shall mean a financing statement filed or to
be filed in accordance with the Uniform Commercial Code, as in effect from time
to time, in the relevant state or states.

     "Valley City Steel Assets" shall mean (a) the forty-nine percent (49%)
ownership interest of VCS Properties, LLC in Valley City Steel, LLC, (b) the one
hundred percent (100%) ownership interest of Shiloh Corporation in VCS
Properties, LLC, and (c) all of the assets (including personal property and real
property) of VCS Properties, LLC.

     "Voting Power" shall mean, with respect to any Person, the exclusive
ability to control, through the ownership of shares of capital stock,
partnership interests, membership interests or otherwise, the election of
members of the board of directors or other similar governing body of such
Person. The holding of a designated percentage of Voting Power of a Person means
the ownership of shares of capital stock, partnership interests, membership
interests or other interests of such Person sufficient to control exclusively
the election of that percentage of the members of the board of directors or
similar governing body of such Person.

     "Welfare Plan" shall mean an ERISA Plan that is a "welfare plan" within the
meaning of ERISA Section 3(1).

     "Wholly-Owned Subsidiary" shall mean, with respect to any Person, any
corporation, limited liability company or other entity, all of the securities or
other ownership interest of which having ordinary Voting Power to elect a
majority of the board of directors, or other persons performing similar
functions, are at the time directly or indirectly owned by such Person.

     Section 1.2. Accounting Terms. Any accounting term not specifically defined
in this Article I shall have the meaning ascribed thereto by GAAP.

     Section 1.3. Terms Generally. The foregoing definitions shall be applicable
to the singular and plurals of the foregoing defined terms. Unless otherwise
defined in this Article I, terms that are defined in the U.C.C., as in effect in
Ohio from time to time, are used herein as so defined.

                     ARTICLE II. AMOUNT AND TERMS OF CREDIT

     Section 2.1. Amount and Nature of Credit.

     (a)  Subject to the terms and conditions of this Agreement, the Lenders,
during the Commitment Period and to the extent hereinafter provided, shall make
Loans to Borrower, participate in Swing Loans made by the Swing Line Lender to
Borrower, and issue or participate in Letters of Credit at the request of
Borrower, in such aggregate amount as Borrower shall request pursuant to the
Commitment; provided, however, that in no event shall the aggregate principal
amount of all Loans and Letters of Credit outstanding under this Agreement be in
excess of the Total Commitment Amount.

                                       28

<PAGE>

     (b)  Each Lender, for itself and not one for any other, agrees to make
Loans, participate in Swing Loans, and issue or participate in Letters of
Credit, during the Commitment Period, on such basis that, immediately after the
completion of any borrowing by Borrower or the issuance of a Letter of Credit:

          (i)  the aggregate outstanding principal amount of Loans made by such
     Lender (other than Swing Loans made by the Swing Line Lender), when
     combined with such Lender's pro rata share, if any, of the Letter of Credit
     Exposure and the Swing Line Exposure, shall not be in excess of the Maximum
     Amount for such Lender; and

          (ii) with respect to each Specific Commitment, the aggregate
     outstanding principal amount of Loans (other than Swing Loans) made by such
     Lender with respect to such Specific Commitment shall represent that
     percentage of the aggregate principal amount then outstanding on all Loans
     (other than Swing Loans) within such Specific Commitment that shall be such
     Lender's Applicable Commitment Percentage.

Within each Specific Commitment, each borrowing (other than Swing Loans) from
the Lenders hereunder shall be made pro rata according to the respective
Applicable Commitment Percentages of the Lenders.

     (c)  The Loans may be made as Revolving Loans as described in Section 2.2
hereof, as Swing Loans as described in Section 2.4 hereof, as a Term Loan A as
described in Section 2.5 hereof, and as a Term Loan B as described in Section
2.6 hereof, and Letters of Credit may be issued in accordance with Section 2.3
hereof.

     Section 2.2. Revolving Loans. Subject to the terms and conditions of this
Agreement, during the Commitment Period, the Revolving Lenders shall make a
Revolving Loan or Revolving Loans to Borrower in such amount or amounts as
Borrower may from time to time request, but not exceeding in aggregate principal
amount at any time outstanding hereunder the Revolving Credit Commitment, when
such Revolving Loans are combined with the Letter of Credit Exposure and the
Swing Line Exposure. Borrower shall have the option, subject to the terms and
conditions set forth herein, to borrow Revolving Loans, maturing on the last day
of the Commitment Period, by means of any combination of Base Rate Loans or
Eurodollar Loans. Subject to the provisions of this Agreement, Borrower shall be
entitled under this Section 2.2 to borrow funds, repay the same in whole or in
part and re-borrow hereunder at any time and from time to time during the
Commitment Period.

     Section 2.3. Letters of Credit.

     (a)  Generally. Subject to the terms and conditions of this Agreement,
during the Commitment Period, the Fronting Lender shall, in its own name, on
behalf of the Revolving Lenders, issue such Letters of Credit for the account of
Borrower or a Guarantor of Payment, as Borrower may from time to time request.
Borrower shall not request any Letter of Credit (and the Fronting Lender shall
not be obligated to issue any Letter of Credit) if, after giving effect thereto,
(i) the Letter of Credit Exposure would exceed the Letter of Credit Commitment
or (ii) the Revolving Credit Exposure would exceed the Revolving Credit
Commitment. The issuance

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<PAGE>

of each Letter of Credit shall confer upon each Revolving Lender the benefits
and liabilities of a participation consisting of an undivided pro rata interest
in the Letter of Credit to the extent of such Revolving Lender's Applicable
Commitment Percentage.

     (b)  Request for Letter of Credit. Each request for a Letter of Credit
shall be delivered to Agent (and to the Fronting Lender, if the Fronting Lender
is a Lender other than Agent) not later than 11:00 A.M. (Eastern time) three
Business Days prior to the day upon which the Letter of Credit is to be issued.
Each such request shall be in a form acceptable to Agent (and the Fronting
Lender, if the Fronting Lender is a Lender other than Agent) and shall specify
the face amount thereof, whether such Letter of Credit shall be a commercial
documentary or a standby Letter of Credit, the account party, the beneficiary,
the intended date of issuance, the expiry date thereof, and the nature of the
transaction to be supported thereby. Concurrently with each such request,
Borrower and any Guarantor of Payment for whose account the Letter of Credit is
to be issued, shall execute and deliver to the Fronting Lender an appropriate
application and agreement, being in the standard form of the Fronting Lender for
such letters of credit (which as of the Closing Date is, with respect to Agent
as Fronting Lender, the Master Letter of Credit Agreement), as amended to
conform to the provisions of this Agreement if required by Agent. (Unless
otherwise agreed by Agent as Fronting Lender, in the event of a conflict between
this Agreement and the Master Letter of Credit Agreement, which conflict cannot
be reasonably resolved to give meaning to the provisions of both agreements, the
Master Letter of Credit Agreement will control.) Agent shall give the Fronting
Lender and each Revolving Lender notice of each such request for a Letter of
Credit.

     (c)  Commercial Documentary Letters of Credit. With respect to each Letter
of Credit that shall be a commercial documentary letter of credit and the drafts
thereunder, whether issued for the account of Borrower or a Guarantor of
Payment, Borrower agrees to (i) pay to Agent, for the pro-rata benefit of the
Revolving Lenders, a non-refundable commission based upon the face amount of
such Letter of Credit, which shall be paid quarterly in arrears, on each
Regularly Scheduled Payment Date, at a rate per annum equal to the Applicable
Margin for Eurodollar Loans (in effect on the date such payment is to be made)
multiplied by the face amount of such Letter of Credit; (ii) pay to Agent for
the sole benefit of the Fronting Lender, an additional Letter of Credit fee,
which shall be paid on the date that any draw shall be made on such Letter of
Credit, at the rate of one-eighth percent (1/8%) of the amount drawn under such
Letter of Credit; and (iii) pay to Agent, for the benefit of the Fronting
Lender, such other issuance, amendment, negotiation, draw, acceptance, telex,
courier, postage and similar transactional fees as are generally charged by the
Fronting Lender under its fee schedule as in effect from time to time.

     (d)  Standby Letters of Credit. With respect to each Letter of Credit that
shall be a standby letter of credit and the drafts thereunder, if any, whether
issued for the account of Borrower or a Guarantor of Payment, Borrower agrees to
(i) pay to Agent, for the pro-rata benefit of the Revolving Lenders, a
non-refundable commission based upon the face amount of such Letter of Credit,
which shall be paid quarterly in arrears, on each Regularly Scheduled Payment
Date, at a rate per annum equal to the Applicable Margin for Eurodollar Loans
(in effect on the date such payment is to be made) multiplied by the face amount
of such Letter of Credit; (ii) pay to Agent, for the sole benefit of the
Fronting Lender, an additional Letter of Credit fee, which shall be paid on each
date that such Letter of Credit shall be issued, amended

                                       30

<PAGE>

or renewed, at the rate of one-eighth percent (1/8%) of the face amount of such
Letter of Credit; and (iii) pay to Agent, for the benefit of the Fronting
Lender, such other issuance, amendment, negotiation, draw, acceptance, telex,
courier, postage and similar transactional fees as are generally charged by the
Fronting Lender under its fee schedule as in effect from time to time.

     (e)  Refunding of Letters of Credit with Revolving Loans. Whenever a Letter
of Credit shall be drawn, Borrower shall immediately reimburse the Fronting
Lender for the amount drawn. In the event that the amount drawn shall not have
been reimbursed by Borrower on the date of the drawing of such Letter of Credit,
at the sole option of Agent (and the Fronting Lender, if the Fronting Lender is
a Lender other than Agent), Borrower shall be deemed to have requested a
Revolving Loan, subject to the provisions of Sections 2.2 and 2.9 hereof (other
than the requirement set forth in Section 2.9(d) hereof), in the amount drawn.
Such Revolving Loan shall be evidenced by the Revolving Credit Notes. Each
Revolving Lender agrees to make a Revolving Loan on the date of such notice,
subject to no conditions precedent whatsoever. Each Revolving Lender
acknowledges and agrees that its obligation to make a Revolving Loan pursuant to
Section 2.2 hereof when required by this subsection (e) shall be absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including, without limitation, the occurrence and continuance of a Default or
Event of Default, and that its payment to Agent, for the account of the Fronting
Lender, of the proceeds of such Revolving Loan shall be made without any offset,
abatement, recoupment, counterclaim, withholding or reduction whatsoever, and
whether or not the Revolving Credit Commitment shall have been reduced or
terminated. Borrower irrevocably authorizes and instructs Agent to apply the
proceeds of any borrowing pursuant to this subection (e) to reimburse, in full,
the Fronting Lender for the amount drawn on such Letter of Credit. Each such
Revolving Loan shall be deemed to be a Base Rate Loan unless otherwise requested
by and available to Borrower hereunder. Each Revolving Lender is hereby
authorized to record on its records relating to its Revolving Credit Note such
Revolving Lender's Pro Rata Share of the amounts paid and not reimbursed on the
Letters of Credit.

     (f)  Participation in Letters of Credit. If, for any reason, Agent (or the
Fronting Lender if the Fronting Lender shall be a Lender other than Agent) shall
be unable to or, in the opinion of Agent, it shall be impracticable to, convert
any Letter of Credit to a Revolving Loan pursuant to the preceding subsection,
Agent (or the Fronting Lender if the Fronting Lender shall be a Lender other
than Agent) shall have the right to request that each Revolving Lender purchase
a participation in the amount due with respect to such Letter of Credit, and
Agent shall promptly notify each Revolving Lender thereof (by facsimile or
telephone, confirmed in writing). Upon such notice, but without further action,
the Fronting Lender hereby agrees to grant to each Revolving Lender, and each
Revolving Lender hereby agrees to acquire from the Fronting Lender, an undivided
participation interest in the amount due with respect to such Letter of Credit
in an amount equal to such Revolving Lender's Applicable Commitment Percentage
of the principal amount due with respect to such Letter of Credit. In
consideration and in furtherance of the foregoing, each Revolving Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to Agent, for the account of the Fronting Lender, such Revolving Lender's
Ratable Share of the amount due with respect to such Letter of Credit
(determined in accordance with such Revolving Lender's Applicable Commitment
Percentage). Each Revolving Lender acknowledges and agrees that its

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<PAGE>

obligation to acquire participations in the amount due under any Letter of
Credit that is drawn but not reimbursed by Borrower pursuant to this subsection
(f) shall be absolute and unconditional and shall not be affected by any
circumstance whatsoever, including, without limitation, the occurrence and
continuance of a Default or Event of Default, and that each such payment shall
be made without any offset, abatement, recoupment, counterclaim, withholding or
reduction whatsoever, and whether or not the Revolving Credit Commitment shall
have been reduced or terminated. Each Revolving Lender shall comply with its
obligation under this subsection (f) by wire transfer of immediately available
funds, in the same manner as provided in Section 2.9 hereof with respect to
Revolving Loans. Each Revolving Lender is hereby authorized to record on its
records such Revolving Lender's Pro Rata Share of the amounts paid and not
reimbursed on the Letters of Credit.

     Section 2.4. Swing Loans.

     (a)  Generally. Subject to the terms and conditions of this Agreement,
during the Commitment Period, the Swing Line Lender shall make a Swing Loan or
Swing Loans to Borrower in such amount or amounts as Borrower may from time to
time request; provided that Borrower shall not request any Swing Loan if, after
giving effect thereto, (i) the Revolving Credit Exposure would exceed the
Revolving Credit Commitment, or (ii) the Swing Line Exposure would exceed the
Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing
Loan Maturity Date applicable thereto.

     (b)  Refunding of Swing Loans. If the Swing Line Lender so elects, by
giving notice to Borrower and the Revolving Lenders, Borrower agrees that the
Swing Line Lender shall have the right, in its sole discretion, to require that
any Swing Loan be refinanced as a Revolving Loan. Such Revolving Loan shall be a
Base Rate Loan unless otherwise requested by and available to Borrower
hereunder. Upon receipt of such notice by Borrower and the Revolving Lenders,
Borrower shall be deemed, on such day, to have requested a Revolving Loan in the
principal amount of the Swing Loan in accordance with Sections 2.2 and 2.9
hereof (other than the requirement set forth in Section 2.9(d) hereof). Such
Revolving Loan shall be evidenced by the Revolving Credit Notes. Each Revolving
Lender agrees to make a Revolving Loan on the date of such notice, subject to no
conditions precedent whatsoever. Each Revolving Lender acknowledges and agrees
that such Revolving Lender's obligation to make a Revolving Loan pursuant to
Section 2.2 hereof when required by this subsection (b) is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including, without limitation, the occurrence and continuance of a Default or
Event of Default, and that its payment to Agent, for the account of the Swing
Line Lender, of the proceeds of such Revolving Loan shall be made without any
offset, abatement, recoupment, counterclaim, withholding or reduction
whatsoever, and whether or not the Revolving Credit Commitment shall have been
reduced or terminated. Borrower irrevocably authorizes and instructs Agent to
apply the proceeds of any borrowing pursuant to this subsection (b) to repay in
full such Swing Loan.

     (c)  Participation in Swing Loans. If, for any reason, Agent is unable to
or, in the opinion of Agent, it is impracticable to, convert any Swing Loan to a
Revolving Loan pursuant to the preceding subsection (b), then on any day that a
Swing Loan is outstanding (whether before or after the maturity thereof), Agent
shall have the right to request that each Revolving Lender

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<PAGE>

purchase a participation in such Swing Loan, and Agent shall promptly notify
each Revolving Lender thereof (by facsimile or telephone, confirmed in writing).
Upon such notice, but without further action, the Swing Line Lender hereby
agrees to grant to each Revolving Lender, and each Revolving Lender hereby
agrees to acquire from the Swing Line Lender, an undivided participation
interest in such Swing Loan in an amount equal to such Revolving Lender's
Applicable Commitment Percentage of the principal amount of such Swing Loan. In
consideration and in furtherance of the foregoing, each Revolving Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to Agent, for the benefit of the Swing Line Lender, such Revolving
Lender's Ratable Share of such Swing Loan (determined in accordance with such
Revolving Lender's Applicable Commitment Percentage). Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations in Swing
Loans pursuant to this subsection (c) is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including, without limitation,
the occurrence and continuance of a Default or an Event of Default, and that
each such payment shall be made without any offset, abatement, recoupment,
counterclaim, withholding or reduction whatsoever, and whether or not the
Revolving Credit Commitment shall have been reduced or terminated. Each
Revolving Lender shall comply with its obligation under this subsection (c) by
wire transfer of immediately available funds, in the same manner as provided in
Section 2.9 hereof with respect to Revolving Loans to be made by such Revolving
Lender.

     Section 2.5. Term Loan A. Subject to the terms and conditions of this
Agreement, the Term A Lenders shall make a five year Term Loan A to Borrower on
the Closing Date, in the amount of the Term Loan A Commitment. Subject to
reduction based on the prepayment provisions of Section 2.11(a) and 2.15
hereof, the Term Loan A shall be payable in quarterly installments commencing
March 31, 2004, and continuing on each Regularly Scheduled Payment Date as
follows: (a) on March 31, 2004 through December 31, 2004, Three Million Six
Hundred Twenty-Five Thousand Dollars ($3,625,000) each, (b) on March 31, 2005
through December 31, 2005, Three Million Eight Hundred Seventy-Five Thousand
Dollars ($3,875,000) each, (c) on March 31, 2006 through December 31, 2006, Four
Million One Hundred Twenty-Five Thousand Dollars ($4,125,000) each, (d) on March
31, 2007 through December 31, 2007, Four Million Three Hundred Seventy-Five
Thousand Dollars ($4,375,000) each, (e) on March 31, 2008 through September 30,
2008, Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) each, and
(f) the balance thereof payable in full on January 14 2009. Borrower shall
notify Agent, in accordance with the notice provisions of Section 2.9 hereof,
whether the Term Loan A will be a Base Rate Loan or Eurodollar Loans. The Term
Loan A may be a mixture of a Base Rate Loan and Eurodollar Loans.

     Section 2.6. Term Loan B. Subject to the terms and conditions of this
Agreement, the Term B Lenders shall make a five year Term Loan B to Borrower on
the Closing Date, in the amount of the Term Loan B Commitment. The Term Loan B
shall be payable in nine consecutive semi-annual installments of Two Hundred
Fifty Thousand Dollars ($250,000) each, commencing June 30, 2004, and continuing
on December 31/st/ and June 30/th/ of each year thereafter, with the balance
thereof payable in full on January 14, 2009. Borrower shall notify Agent, in
accordance with the notice provisions of Section 2.9 hereof, whether the Term
Loan B will be a Base Rate Loan or Eurodollar Loans. The Term Loan B may be a
mixture of a Base Rate Loan and Eurodollar Loans.

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<PAGE>

     Section 2.7. Interest.

     (a)  Revolving Loans.

          (i)   Base Rate Loan. Borrower shall pay interest on the unpaid
     principal amount of a Base Rate Loan outstanding from time to time from the
     date thereof until paid at the Derived Base Rate from time to time in
     effect. Interest on such Base Rate Loan shall be payable, commencing March
     31, 2004, and on each Regularly Scheduled Payment Date thereafter and at
     the maturity thereof.

          (ii)  Eurodollar Loans. Borrower shall pay interest on the unpaid
     principal amount of each Eurodollar Loan outstanding from time to time,
     fixed in advance on the first day of the Interest Period applicable thereto
     through the last day of the Interest Period applicable thereto (but subject
     to changes in the Applicable Margin), at the Derived Eurodollar Rate.
     Interest on such Eurodollar Loan shall be payable on each Interest
     Adjustment Date with respect to an Interest Period (provided that if an
     Interest Period shall exceed three months, the interest must be paid every
     three months, commencing three months from the beginning of such Interest
     Period).

     (b)  Swing Loans. Borrower shall pay interest to Agent, for the sole
benefit of the Swing Line Lender (and any Revolving Lender that shall have
purchased a participation in such Swing Loan), on the unpaid principal amount of
each Swing Loan outstanding from time to time from the date thereof until paid
at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each
Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto.
Each Swing Loan shall bear interest for a minimum of one day.

     (c)  Term Loan A.

          (i)   Base Rate Loan. With respect to any portion of the Term Loan A
     that shall be a Base Rate Loan, Borrower shall pay interest on the unpaid
     principal amount thereof outstanding from time to time from the date
     thereof until paid at the Term Loan A Base Loan Rate from time to time in
     effect. Interest on such Base Rate Loan shall be payable, commencing March
     31, 2004, and continuing on each Regularly Scheduled Payment Date
     thereafter and at the maturity thereof.

          (ii)  Eurodollar Loans. With respect to any portion of the Term Loan A
     that shall be a Eurodollar Loan, Borrower shall pay interest on the unpaid
     principal amount of such Eurodollar Loan outstanding from time to time,
     fixed in advance on the first day of the Interest Period applicable thereto
     through the last day of the Interest Period applicable thereto (but subject
     to changes in the Applicable Margin), at a rate equal to the Term Loan A
     Eurodollar Loan Rate. Interest on such Eurodollar Loan shall be payable on
     each Interest Adjustment Date with respect to an Interest Period (provided
     that if an Interest Period shall exceed three months, the interest must be
     paid every three months, commencing three months from the beginning of such
     Interest Period).

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<PAGE>

     (d)  Term Loan B.

          (i)   Base Rate Loan. With respect to any portion of the Term Loan B
     that shall be a Base Rate Loan, Borrower shall pay interest on the unpaid
     principal amount thereof outstanding from time to time from the date
     thereof until paid at the Term Loan B Base Loan Rate from time to time in
     effect. Interest on such Base Rate Loan shall be payable, commencing March
     31, 2004, and continuing on each Regularly Scheduled Payment Date
     thereafter and at the maturity thereof.

          (ii)  Eurodollar Loans. With respect to any portion of the Term Loan B
     that shall be a Eurodollar Loan, Borrower shall pay interest on the unpaid
     principal amount of such Eurodollar Loan outstanding from time to time,
     fixed in advance on the first day of the Interest Period applicable thereto
     through the last day of the Interest Period applicable thereto, at a rate
     equal to the Term Loan B Eurodollar Loan Rate. Interest on such Eurodollar
     Loan shall be payable on each Interest Adjustment Date with respect to an
     Interest Period (provided that if an Interest Period shall exceed three
     months, the interest must be paid every three months, commencing three
     months from the beginning of such Interest Period).

     (e)  Default Rate. Anything herein to the contrary notwithstanding, if an
Event of Default shall occur, upon the election of the Required Lenders, (i) the
principal of each Loan and the unpaid interest thereon shall bear interest,
until paid, at the Default Rate, (ii) the fee for the aggregate undrawn face
amount of all issued and outstanding Letters of Credit shall be increased by two
percent (2%) in excess of the rate otherwise applicable thereto, and (iii) in
the case of any other amount due from Borrower hereunder or under any other Loan
Document, such amount shall bear interest at the Default Rate; provided that,
during an Event of Default under Section 8.14 hereof, the applicable Default
Rate shall apply without any election or action on the part of Agent or any
Lender.

     (f)  Limitation on Interest. In no event shall the rate of interest
hereunder exceed the maximum rate allowable by law.

     Section 2.8. Evidence of Indebtedness.

     (a)  Revolving Loans. The obligation of Borrower to repay the Revolving
Loans made by each Revolving Lender and to pay interest thereon shall be
evidenced by a Revolving Credit Note of Borrower in the form of the attached
Exhibit A, payable to the order of such Revolving Lender in the principal amount
of its Applicable Commitment Percentage of the Revolving Amount or, if less, the
aggregate unpaid principal amount of Revolving Loans made by such Revolving
Lender.

     (b)  Swing Loan. The obligation of Borrower to repay the Swing Loans and to
pay interest thereon shall be evidenced by a Swing Line Note of Borrower in the
form of the attached Exhibit B, and payable to the order of the Swing Line
Lender in the principal amount of the Swing Line Commitment, or, if less, the
aggregate unpaid principal amount of Swing Loans made by the Swing Line Lender.

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<PAGE>

     (c)  Term Loan A. The obligation of Borrower to repay the Term Loan A and
to pay interest thereon shall be evidenced by a Term Loan A Note of Borrower in
the form of the attached Exhibit C.

     (d)  Term Loan B. To evidence the obligation of Borrower to a Term B
Lender, upon the request of such Term B Lender to Agent and Agent to Borrower,
Borrower shall execute a Term Loan B Note in the form of the attached Exhibit D,
payable to the order of such Term B Lender in the principal amount of its Term
Loan B Commitment; provided, however, that the provision of a Term B Note shall
be at the option of each Term B Lender and the failure of a Term B Lender to
request a Term Loan B Note shall in no way detract from Borrower's obligations
to such Term B Lender hereunder.

     Section 2.9. Notice of Credit Event; Funding of Loans.

     (a)  Notice of Credit Event. Borrower shall provide to Agent a Notice of
Loan prior to (i) 11:00 A.M. (Eastern time) on the proposed date of borrowing or
conversion of any Base Rate Loan, (ii) 11:00 A.M. (Eastern time) three Business
Days prior to the proposed date of borrowing, conversion or continuation of any
Eurodollar Loan, and (iii) 2:00 P.M. (Eastern time) on the proposed date of
borrowing of any Swing Loan. Borrower shall comply with the notice provisions
set forth in Section 2.3(b) hereof with respect to Letters of Credit.

     (b)  Funding of Loans. Agent shall notify each appropriate Lender of the
date, amount and Interest Period (if applicable) promptly upon the receipt of a
Notice of Loan, and, in any event, by 2:00 P.M. (Eastern time) on the date such
notice is received. On the date that the Credit Event set forth in such notice
is to occur, each such Lender shall provide to Agent, not later than 3:00 P.M.
(Eastern time), the amount in Dollars, in federal or other immediately available
funds, required of it. If Agent shall elect to advance the proceeds of such Loan
prior to receiving funds from such Lender, Agent shall have the right, upon
prior notice to Borrower, to debit any account of Borrower or otherwise receive
such amount from Borrower, on demand, in the event that such Lender shall fail
to reimburse Agent in accordance with this Section 2.9(b). Agent shall also have
the right to receive interest from such Lender at the Federal Funds Effective
Rate in the event that such Lender shall fail to provide its portion of the Loan
on the date requested and Agent shall elect to provide such funds.

     (c)  Conversion of Loans. At the request of Borrower to Agent, subject to
the notice and other provisions of this Section 2.9, the appropriate Lenders
shall convert a Base Rate Loan to one or more Eurodollar Loans at any time and
shall convert a Eurodollar Loan to a Base Rate Loan on any Interest Adjustment
Date applicable thereto. Swing Loans may be converted by the Swing Line Lender
to Revolving Loans in accordance with Section 2.4(b) hereof.

     (d)  Minimum Amount. Each request for:

          (i)   a Base Rate Loan shall be in an amount of not less than One
     Million Dollars ($1,000,000), increased by increments of One Hundred
     Thousand Dollars ($100,000);

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<PAGE>

          (ii)  a Eurodollar Loan shall be in an amount of not less than One
     Million Five Hundred Thousand Dollars ($1,500,000), increased by increments
     of Five Hundred Thousand Dollars ($500,000); and

          (iii) a Swing Loan shall be in an amount of not less than One Hundred
     Thousand Dollars ($100,000).

     (e)  Interest Periods. At no time shall Borrower request that Eurodollar
Loans be outstanding for more than six different Interest Periods, and, if a
Base Rate Loan is outstanding, then Eurodollar Loans shall be limited to five
different Interest Periods at any time.

     Section 2.10. Payment on Loans and Other Obligations.

     (a)  Payments Generally. Each payment made hereunder by Borrower shall be
made without any offset, abatement, recoupment, counterclaim, withholding or
reduction whatsoever.

     (b)  Payments from Borrower. With respect to any Loan, or any other payment
to Agent and the Lenders, all such payments (including prepayments) of the
principal of or interest on such Loan or other payment, including but not
limited to principal, interest, fees or any other amount owed by Borrower under
this Agreement, shall be made in Dollars. All payments described in this
subsection (b) shall be remitted to Agent, at the address of Agent for notices
referred to in Section 11.4 hereof, for the account of the appropriate Lenders
(or the Fronting Lender or the Swing Line Lender, as appropriate) not later than
11:00 A.M. (Eastern time) on the due date thereof in immediately available
funds. Any such payments received by Agent after 11:00 A.M. (Eastern time) shall
be deemed to have been made and received on the next Business Day.

     (c)  Payments to Lenders. Upon Agent's receipt of payments hereunder, Agent
shall immediately distribute to each appropriate Lender its Ratable Share, if
any, of the amount of principal, interest, and commitment and other fees
received by Agent for the account of such Lender. Each appropriate Lender shall
record any principal, interest or other payment, the principal amounts of Base
Rate Loans and Eurodollar Loans, all prepayments and the applicable dates,
including Interest Periods, with respect to the Loans made, and payments
received by such Lender, by such method as such Lender may generally employ;
provided, however, that failure to make any such entry shall in no way detract
from the obligations of Borrower under this Agreement or any Note. The aggregate
unpaid amount of Loans, types of Loans, Interest Periods and similar information
with respect to the Loans and Letters of Credit set forth on the records of
Agent shall be rebuttably presumptive evidence with respect to such information,
including the amounts of principal and interest owing to each Lender.

     (d)  Timing of Payments. Whenever any payment to be made hereunder,
including, without limitation, any payment to be made on any Loan, shall be
stated to be due on a day that is not a Business Day, such payment shall be made
on the next Business Day and such extension of time shall in each case be
included in the computation of the interest payable on such Loan; provided,
however, that, with respect to any Eurodollar Loan, if the next Business Day
shall fall

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<PAGE>

in the succeeding calendar month, such payment shall be made on the preceding
Business Day and the relevant Interest Period shall be adjusted accordingly.

     Section 2.11. Prepayment.

     (a)  Right to Prepay. Borrower shall have the right, at any time or from
time to time, to prepay (without prepayment penalty or fee except as identified
below), on a Pro Rata Basis for all of the appropriate Lenders (except with
respect to Swing Loans, which shall be paid to the Swing Line Lender), all or
any part of the principal amount of the Loans then outstanding to such Lenders,
as designated by Borrower. Such payment shall include interest accrued on the
amount so prepaid to the date of such prepayment. Each prepayment (whether
optional or mandatory) of the Term Loan A shall be applied pro rata among future
principal installments thereof, based on the amount of each such principal
installment. Each prepayment (whether optional or mandatory) of the Term Loan B
shall be applied to the principal installments thereof in the inverse order of
their respective maturities.

     (b)  Prepayment Fees. Prepayments of Base Rate Loans shall be without any
premium or penalty, other than any prepayment fees, penalties or other charges
that may be contained in any Hedge Agreement. Prepayment of Eurodollar Loans
shall include any amount payable under Article III hereof with respect to the
amount being prepaid. If the Term Loan B shall, at any time prior to January 15,
2005, be optionally prepaid in full or in part, or mandatorily prepaid in full
or in part pursuant to Section 2.15(c)(ii) or (iv) hereof, then Borrower shall
pay to Agent, for the benefit of the Term B Lenders, a prepayment fee equal to
one percent (1%) of the amount of such prepayment on the Term Loan B.

     (c)  Notice of Prepayment. Borrower shall give Agent notice of prepayment
of a Base Rate Loan or Swing Loan not later than 11:00 A.M. (Eastern time) on
the Business Day such prepayment is to be made and written notice of the
prepayment of any Eurodollar Loan not later than 1:00 P.M. (Eastern time) three
Business Days before the Business Day on which such prepayment is to be made.

     (d)  Minimum Amount. Each prepayment of a Eurodollar Loan shall be in the
principal amount of not less than One Million Dollars ($1,000,000), except in
the case of a mandatory payment pursuant to Section 2.15 or Article III hereof.

     Section 2.12. Revolving Credit Commitment and Other Fees.

     (a)  Commitment Fee. Borrower shall pay to Agent, for the Ratable Account
of the Revolving Lenders, as a consideration for the Revolving Credit
Commitment, a commitment fee from the date hereof to and including the last day
of the Commitment Period, payable quarterly, at a rate per annum equal to (i)
the Applicable Commitment Fee Rate in effect on the payment date, times (ii)(A)
the average daily Revolving Amount in effect during such quarter minus (B) the
average daily Revolving Credit Exposure (exclusive of the Swing Line Exposure)
during such quarter. The commitment fee shall be payable in arrears, on March
31, 2004 and on each Regularly Scheduled Payment Date thereafter, and on the
last day of the Commitment Period.

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<PAGE>

     (b)  Agent Fee. Borrower shall pay to Agent, for its sole benefit, the fees
set forth in the Agent Fee Letter.

     (c)  Collateral Audit and Appraisal Fees. Borrower shall reimburse Agent
for all out-of-pocket expenses relating to (i) collateral field audits, (ii)
fixed asset appraisals, and (iii) any other collateral assessment expenses, that
may be conducted by or on behalf of Agent.

     Section 2.13. Modification of Commitment.

     (a)  Optional Reduction of Commitment. Borrower may at any time and from
time to time permanently reduce in whole or ratably in part the Revolving Amount
to an amount not less than the then existing Revolving Credit Exposure, by
giving Agent not fewer than five Business Days' (or thirty (30) days if the
Commitment is to be reduced or terminated in its entirety) written notice of
such reduction, provided that any such partial reduction shall be in an
aggregate amount, for all of the Revolving Lenders, of not less than One Million
Dollars ($1,000,000), increased by increments of One Hundred Thousand Dollars
($100,000). Agent shall promptly notify each Revolving Lender of the date of
each such reduction and such Revolving Lender's proportionate share thereof.
After each such reduction, the commitment fees payable hereunder shall be
calculated upon the Revolving Amount as so reduced. If Borrower reduces in whole
the Commitment of the Lenders, on the effective date of such reduction (Borrower
having prepaid in full the unpaid principal balance, if any, of the Loans,
together with all interest and commitment and other fees accrued and unpaid, and
provided that no Letter of Credit Exposure or Swing Line Exposure shall exist),
all of the Notes shall be delivered to Agent marked "Canceled" and Agent shall
redeliver such Notes to Borrower. Any partial reduction in the Revolving Amount
shall be effective during the remainder of the Commitment Period.
Notwithstanding anything in this subsection (a) to the contrary, the Revolving
Amount may not, without the consent of the Required Revolving Lenders, at any
time, be reduced under this subsection to an amount less than the then
outstanding principal amount of the Term Loan B.

     (b)  Increase in Commitment. At any time during the Commitment Increase
Period, Borrower may request that Agent increase the Total Commitment Amount
from the Closing Commitment Amount up to the Maximum Commitment Amount (with a
corresponding increase in the Revolving Amount from the Closing Revolving Amount
to the Maximum Revolving Amount) by either (i) proportionally increasing, for
one or more Revolving Lenders, with their prior written consent, their
respective Applicable Commitment Percentage of the Revolving Credit Commitment,
or (ii) with the prior written consent of Agent, including one or more
Additional Lenders, each with a new commitment under the Revolving Credit
Commitment, as a party to this Agreement (collectively, the "Additional
Commitment"). During the Commitment Increase Period, all of the Lenders agree
that Agent, in its sole discretion, may permit one or more Additional
Commitments upon satisfaction of the following requirements: (A) each Additional
Lender, if any, shall execute an Additional Lender Assumption Agreement, (B)
Agent shall provide to each Revolving Lender a revised Schedule 1 to this
Agreement, including revised Applicable Commitment Percentages for each of the
Revolving Lenders with respect to the Revolving Credit Commitment (revised so
that each Revolving Lender will have a new Applicable Commitment Percentage for
the Revolving Credit Commitment), at least three Business Days prior to the date
of the effectiveness of such Additional Commitments (each an

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<PAGE>

"Additional Lender Assumption Effective Date"), and (C) Borrower shall execute
and deliver to Agent and the Revolving Lenders such replacement or additional
Revolving Credit Notes as shall be required by Agent. The Revolving Lenders
hereby authorize Agent to execute each Additional Lender Assumption Agreement on
behalf of the Revolving Lenders. On each Additional Lender Assumption Effective
Date, the Revolving Lenders shall make adjustments among themselves with respect
to the Revolving Loans then outstanding and amounts of principal, interest,
commitment fees and other amounts paid or payable with respect thereto as shall
be necessary, in the opinion of Agent, in order to reallocate among such
Revolving Lenders such outstanding amounts, based on the revised Applicable
Commitment Percentages and to otherwise carry out fully the intent and terms of
this subsection (b). In connection therewith, it is understood and agreed that
the Maximum Amount of any Revolving Lender will not be increased (or decreased
except pursuant to this Section 2.13) without the prior written consent of such
Revolving Lender. Borrower shall not request any increase in the Total
Commitment Amount (or the Revolving Amount) pursuant to this subsection (b) if a
Default or an Event of Default shall then exist, or immediately after giving
effect to any such increase would exist.

     Section 2.14. Computation of Interest and Fees. Interest on Loans and
commitment and other fees and charges hereunder shall be computed on the basis
of a year having three hundred sixty (360) days and calculated for the actual
number of days elapsed.

     Section 2.15. Mandatory Payment.

     (a)  Revolving Credit Exposure. If, at any time, the Revolving Credit
Exposure shall exceed the Revolving Credit Commitment, Borrower shall, as
promptly as practicable, but in no event later than the next Business Day,
prepay an aggregate principal amount of the Revolving Loans sufficient to bring
the Revolving Credit Exposure within the Revolving Credit Commitment.

     (b)  Swing Line Exposure. If, at any time, the Swing Line Exposure shall
exceed the Swing Line Commitment, Borrower shall, as promptly as practicable,
but in no event later than the next Business Day, prepay an aggregate principal
amount of the Swing Loans sufficient to bring the Swing Line Exposure within the
Swing Line Commitment.

     (c)  Mandatory Prepayments. Borrower shall make Mandatory Prepayments (each
a "Mandatory Prepayment") in accordance with the following provisions:

          (i)   Excess Cash Flow. If the Leverage Ratio, calculated for a fiscal
     year of Borrower (commencing with the fiscal year ending October 31, 2004),
     is greater than 2.00 to 1.00 (each such year an "Excess Cash Flow Year"),
     then Borrower shall, on or before February 28/th/ (or 29/th/) of the year
     following an Excess Cash Flow Year, until the Term Loans shall have been
     paid in full, make a Mandatory Prepayment in an amount of not less than
     fifty percent (50%) of the Excess Cash Flow (if any) for such Excess Cash
     Flow Year.

          (ii)  Additional Indebtedness. If, at any time, any of the Companies
     shall incur Funded Indebtedness in addition to Indebtedness permitted
     pursuant to Section 5.8(a)

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<PAGE>

     through (h) hereof (which shall not be incurred without the prior written
     consent of Agent and the Required Lenders), Borrower shall make a Mandatory
     Prepayment, on the date that such Funded Indebtedness is incurred, in an
     amount equal to one hundred percent (100%) of such Funded Indebtedness.

          (iii) Sale of Assets. Upon the sale or other disposition of any assets
     by a Company (permitted pursuant to Section 5.12 hereof) to any Person
     other than in the ordinary course of business, and to the extent the
     proceeds of such sale or other disposition are in excess of One Million
     Dollars ($1,000,000) during any fiscal year of Borrower and are not to be
     reinvested in fixed assets or other similar assets within one hundred
     eighty (180) days, Borrower shall make a Mandatory Prepayment, on the date
     of such sale or other disposition, in an amount equal to one hundred
     percent (100%) of the net proceeds of such disposition.

          (iv)  Additional Equity. Within thirty (30) days after any equity
     (other than the offering or exercise of stock options pursuant to
     management incentive plans) offering by a Company (which shall be only with
     the prior written consent of Agent and the Required Lenders), Borrower
     shall make a Mandatory Prepayment in an amount equal to seventy-five
     percent (75%) of the net cash proceeds of such equity offering.

          (v)   Material Recovery Event. Within ten days after the occurrence of
     a Material Recovery Event, Borrower shall furnish to Agent written notice
     thereof. Within sixty (60) days after such Material Recovery Event,
     Borrower shall notify Agent of Borrower's determination as to whether or
     not to replace, rebuild or restore the affected property (a "Material
     Recovery Determination Notice"). If Borrower decides not to replace,
     rebuild or restore such property or if Borrower has not delivered the
     Material Recovery Determination Notice within sixty (60) days after the
     Material Recovery Event, then the proceeds of insurance paid in connection
     with such Material Recovery Event shall be paid as a Mandatory Prepayment.
     If Borrower decides to replace, rebuild or restore such property, then any
     such replacement, rebuilding or restoration must be (A) commenced within
     six months of the date of the Material Recovery Event, and (B)
     substantially completed within twelve months of such commencement date,
     with such net proceeds and other funds available to the Companies. Any
     amounts not applied to the costs of replacement or restoration shall be
     applied as a Mandatory Prepayment.

     (d)  Application of Mandatory Prepayments.

          (i)   Involving a Company Prior to an Event of Default. So long as no
     Event of Default shall have occurred, each Mandatory Prepayment required to
     be made pursuant to subsection (c) hereof shall be applied to the Term
     Loans, on a pro rata basis between the Term Loan A and the Term Loan B.

          (ii)  Involving a Company After an Event of Default. If a Mandatory
     Prepayment is required to be made pursuant to subsection (c) hereof at the
     time that an Event of Default shall have occurred and be continuing
     (provided that, if a waiver of an Event of Default is being granted, such
     waiver may, at the option of the Required

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<PAGE>

     Revolving Lenders, be granted subject to application of a Mandatory
     Prepayment in accordance with this subsection (ii)), then such Mandatory
     Prepayment shall be paid by Borrower to Agent to be applied to the
     following, on a Pro Rata Basis among: (A) the Revolving Amount (with
     payments to be made in the following order: Revolving Loans, Swing Loans,
     and to be held by Agent in a special account as security for any Letter of
     Credit Exposure pursuant to subsection (iii) hereof), (B) the unpaid
     principal balance of the Term Loan A, and (C) the unpaid principal balance
     of the Term Loan B. Unless otherwise agreed by the Required Revolving
     Lenders, the Revolving Credit Commitment shall be permanently reduced by
     the amount of such Mandatory Prepayment allocated thereto, whether or not
     there shall be any Credit Exposure thereunder; provided that, if there
     shall be no Credit Exposure under any Specific Commitment, the then
     remaining Mandatory Prepayment shall be paid to the other Specific
     Commitments.

          (iii) Involving Letters of Credit. Any amounts to be distributed for
     application to a Revolving Lender's liabilities with respect to any Letter
     of Credit Exposure shall be held by Agent in an interest bearing trust
     account (the "Special Trust Account") as collateral security for such
     liabilities until a drawing on any Letter of Credit, at which time such
     amounts, together with interest accrued thereon, shall be released by Agent
     and applied to such liabilities. If any such Letter of Credit shall expire
     without having been drawn upon in full, the amounts held in the Special
     Trust Account with respect to the undrawn portion of such Letter of Credit,
     together with interest accrued thereon, shall be applied by Agent in
     accordance with the provisions of subsections (i) and (ii) above.

     (e)  Mandatory Payments Generally. Unless otherwise designated by Borrower,
each Mandatory Prepayment made with respect to a Specific Commitment pursuant to
subsection (a) or (c) hereof shall be applied in the following order (i) first,
to the outstanding Base Rate Loans, and (B) second, to the outstanding
Eurodollar Loans, provided that if the outstanding principal amount of any
Eurodollar Loan shall be reduced to an amount less than the minimum amount set
forth in Section 2.9 hereof as a result of such prepayment, then such Eurodollar
Loan shall be converted into a Base Rate Loan on the date of such prepayment.
Any prepayment of a Eurodollar Loan or Swing Loan pursuant to this Section 2.15
shall be subject to the prepayment provisions set forth in Article III hereof.

     Section 2.16. Extension of Commitment. Contemporaneously with the delivery
of the financial statements required pursuant to Section 5.3(b) hereof
(beginning with the financial statements for the fiscal year of Borrower ending
October 31, 2004), Borrower may deliver a Request for Extension, requesting that
the Revolving Lenders extend the maturity of the Revolving Credit Commitment for
an additional year. Each such extension shall require the unanimous written
consent of all of the Revolving Lenders and, subject to Section 11.3(b) hereof,
shall be upon such terms and conditions as may be agreed to by Agent, Borrower
and the Revolving Lenders. Borrower shall pay any attorneys' fees or other
expenses of Agent in connection with the documentation of any such extension, as
well as such other fees as may be agreed upon among Borrower, Agent and the
Revolving Lenders.

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<PAGE>

                       ARTICLE III. ADDITIONAL PROVISIONS
             RELATING TO EURODOLLAR LOANS; INCREASED CAPITAL; TAXES

     Section 3.1. Requirements of Law.

     (a)  If, after the Closing Date, (i) the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or (ii) the
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority:

          (A)  shall subject any Lender to any tax of any kind whatsoever with
     respect to this Agreement, any Letter of Credit or any Eurodollar Loan made
     by it, or change the basis of taxation of payments to such Lender in
     respect thereof (except for Taxes and Excluded Taxes which are governed by
     Section 3.2 hereof);

          (B)  shall impose, modify or hold applicable any reserve, special
     deposit, compulsory loan or similar requirement against assets held by,
     deposits or other liabilities in or for the account of, advances, loans or
     other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender that is not otherwise included in the determination
     of the Eurodollar Rate; or

          (C)  shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of
making, converting into, continuing or maintaining Eurodollar Loans or issuing
or participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, Borrower shall pay to such
Lender, promptly after receipt of a written request therefor, any additional
amounts necessary to compensate such Lender for such increased cost or reduced
amount receivable. If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection (a), such Lender shall promptly notify
Borrower (with a copy to Agent) of the event by reason of which it has become so
entitled.

     (b)  If any Lender shall have determined that, after the Closing Date, the
adoption of or any change in any Requirement of Law regarding capital adequacy
or in the interpretation or application thereof or compliance by such Lender or
any corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority shall have the effect of reducing the rate of return on such Lender's
or such corporation's capital as a consequence of its obligations hereunder, or
under or in respect of any Letter of Credit, to a level below that which such
Lender or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration the policies of such Lender or corporation
with respect to capital adequacy), then from time to time, upon submission by
such Lender to Borrower (with a copy to Agent) of a written request therefor
(which shall include the method for calculating such amount), Borrower shall
promptly pay or cause to be paid to such Lender such additional amount or
amounts as will compensate such Lender for such reduction.

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<PAGE>

     (c)  A certificate as to any additional amounts payable pursuant to this
Section 3.1 submitted by any Lender to Borrower (with a copy to Agent) shall be
conclusive absent manifest error. In determining any such additional amounts,
such Lender may use any method of averaging and attribution that it (in its sole
but reasonable discretion) shall deem applicable. The obligations of Borrower
pursuant to this Section 3.1 shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.

     Section 3.2. Taxes.

     (a)  All payments made by any Credit Party under any Loan Document shall be
made free and clear of, and without deduction or withholding for or on account
of any Taxes or Other Taxes. If any Taxes or Other Taxes are required to be
withheld from any amounts payable to Agent or any Lender thereunder, the amounts
so payable to Agent or such Lender shall be increased to the extent necessary to
yield to Agent or such Lender (after payment of all Taxes and Other Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in the Loan Documents.

     (b)  In addition, the Credit Parties shall pay Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     (c)  Whenever any Taxes or Other Taxes are required to be withheld and paid
by a Credit Party, such Credit Party shall timely withhold and pay such taxes to
the relevant Governmental Authorities. As promptly as possible thereafter,
Borrower shall send to Agent for its own account or for the account of the
relevant Lender, as the case may be, a certified copy of an original official
receipt received by such Credit Party showing payment thereof. If such Credit
Party shall fail to pay any Taxes or Other Taxes when due to the appropriate
taxing authority or fails to remit to Agent the required receipts or other
required documentary evidence, Borrower shall indemnify Agent and the Lenders on
demand for any incremental taxes, interest or penalties that may become payable
by Agent or any Lender as a result of any such failure.

     (d)  If any Lender shall be so indemnified by a Credit Party, such Lender
shall use reasonable efforts to obtain the benefits of any refund, deduction or
credit for any taxes or other amounts with respect to the amount paid by such
Credit Party and shall reimburse such Credit Party to the extent, but only to
the extent, that such Lender shall receive a refund with respect to the amount
paid by such Credit Party or an effective net reduction in taxes or other
governmental charges (including any taxes imposed on or measured by the total
net income of such Lender) of the United States or any state or subdivision or
any other Governmental Authority thereof by virtue of any such deduction or
credit, after first giving effect to all other deductions and credits otherwise
available to such Lender. If, at the time any audit of such Lender's income tax
return is completed, such Lender determines, based on such audit, that it shall
not have been entitled to the full amount of any refund reimbursed to such
Credit Party as aforesaid or that its net income taxes shall not have been
reduced by a credit or deduction for the full amount reimbursed to such Credit
Party as aforesaid, such Credit Party, upon request of such Lender, shall
promptly pay to such Lender the amount so refunded to which such Lender shall
not have been so entitled, or the amount by which the net income taxes of such
Lender shall not have been so reduced, as the case may be.

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<PAGE>

     (e)  Each Lender that is not (i) a citizen or resident of the United States
of America, (ii) a corporation, partnership or other entity created or organized
in or under the laws of the United States of America (or any jurisdiction
thereof), or (iii) an estate or trust that is subject to federal income taxation
regardless of the source of its income (any such Person, a "Non-U.S. Lender")
shall deliver to Borrower and Agent two copies of either U.S. Internal Revenue
Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest", a statement
with respect to such interest and a Form W-8BEN, or any subsequent versions
thereof or successors thereto, properly completed and duly executed by such
Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S.
federal withholding tax on all payments by Credit Parties under this Agreement
and the other Loan Documents. Such forms shall be delivered by each Non-U.S.
Lender on or before the date it becomes a party to this Agreement or such other
Loan Document. In addition, each Non-U.S. Lender shall deliver such forms or
appropriate replacements promptly upon the obsolescence or invalidity of any
form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall
promptly notify Borrower at any time it determines that such Lender is no longer
in a position to provide any previously delivered certificate to Borrower (or
any other form of certification adopted by the U.S. taxing authorities for such
purpose). Notwithstanding any other provision of this subsection (e), a Non-U.S.
Lender shall not be required to deliver any form pursuant to this subsection (e)
that such Non-U.S. Lender is not legally able to deliver.

     (f)  The agreements in this Section 3.2 shall survive the termination of
the Loan Documents and the payment of the Loans and all other amounts payable
hereunder.

     Section 3.3. Funding Losses. Borrower agrees to indemnify each Lender,
promptly after receipt of a written request therefor, and to hold each Lender
harmless from, any loss or expense that such Lender may sustain or incur as a
consequence of (a) default by Borrower in making a borrowing of, conversion into
or continuation of Eurodollar Loans after Borrower has given a notice requesting
the same in accordance with the provisions of this Agreement, (b) default by
Borrower in making any prepayment of or conversion from Eurodollar Loans after
Borrower has given a notice thereof in accordance with the provisions of this
Agreement, (c) the making of a prepayment of a Eurodollar Loan on a day that is
not the last day of an Interest Period applicable thereto, or (d) any conversion
of a Eurodollar Loan to a Base Rate Loan pursuant to Section 3.4 hereof on a day
that is not the last day of an Interest Period applicable thereto. Such
indemnification shall be in an amount equal to the excess, if any, of (i) the
amount of interest that would have accrued on the amounts so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the appropriate London
interbank market, along with any administration fee charged by such Lender. A
certificate as to any amounts payable pursuant to this Section 3.3 submitted to
Borrower (with a copy to Agent)

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<PAGE>

by any Lender shall be conclusive absent manifest error. The obligations of
Borrower pursuant to this Section 3.3 shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

     Section 3.4. Eurodollar Rate Lending Unlawful; Inability to Determine Rate.

     (a)  If any Lender shall determine (which determination shall, upon notice
thereof to Borrower and Agent, be conclusive and binding on Borrower) that,
after the Closing Date, (i) the introduction of or any change in or in the
interpretation of any law makes it unlawful, or (ii) any Governmental Authority
asserts that it is unlawful, for such Lender to make or continue any Loan as, or
to convert (if permitted pursuant to this Agreement) any Loan into, a Eurodollar
Loan, the obligations of such Lender to make, continue or convert any such
Eurodollar Loan shall, upon such determination, be suspended until such Lender
shall notify Agent that the circumstances causing such suspension no longer
exist, and all outstanding Eurodollar Loans payable to such Lender shall
automatically convert (if conversion is permitted under this Agreement) into a
Base Rate Loan, or be repaid (if no conversion is permitted) at the end of the
then current Interest Periods with respect thereto or sooner, if required by law
or such assertion.

     (b)  If Agent determines that for any reason adequate and reasonable means
do not exist for determining the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Loan, or that the Eurodollar Rate
for any requested Interest Period with respect to a proposed Eurodollar Loan
does not adequately and fairly reflect the cost to the Lenders of funding such
Loan, Agent will promptly so notify Borrower and each Lender. Thereafter, the
obligation of the Lenders to make or maintain such Eurodollar Loan shall be
suspended until Agent revokes such notice. Upon receipt of such notice, Borrower
may revoke any pending request for a borrowing of, conversion to or continuation
of such Eurodollar Loan or, failing that, will be deemed to have converted such
request into a request for a borrowing of a Base Rate Loan in the amount
specified therein.

                        ARTICLE IV. CONDITIONS PRECEDENT

     Section 4.1. Conditions to Each Credit Event. The obligation of the
Lenders, the Fronting Lender and the Swing Line Lender to participate in any
Credit Event shall be conditioned, in the case of each Credit Event, upon the
following:

     (a)  all conditions precedent as listed in Section 4.2 hereof required to
be satisfied prior to the first Credit Event shall have been satisfied prior to
or as of the first Credit Event;

     (b)  Borrower shall have submitted a Notice of Loan (or with respect to a
Letter of Credit, complied with the provisions of Section 2.3(b) hereof) and
otherwise complied with Section 2.9 hereof;

     (c)  unless otherwise agreed to by the Required Revolving Lenders, no
Default or Event of Default shall then exist or immediately after the Credit
Event would exist; and

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<PAGE>

     (d)  each of the representations and warranties contained in Article VII
hereof shall be true in all material respects as if made on and as of the date
of the Credit Event, except to the extent that any thereof expressly relate to
an earlier date.

     Each request by Borrower for a Credit Event shall be deemed to be a
representation and warranty by Borrower as of the date of such request as to the
satisfaction of the conditions precedent specified in subsections (c) and (d)
above.

     Section 4.2. Conditions to the First Credit Event. The obligation of the
Lenders, the Fronting Lender and the Swing Line Lender to participate in the
first Credit Event is subject to Borrower satisfying each of the following
conditions prior to or concurrently with such Credit Event:

     (a)  Notes. Borrower shall have executed and delivered to (i) each
Revolving Lender its Revolving Credit Note, (ii) each Term A Lender its Term
Loan A Note, (iii) each Term B Lender requesting a Term Loan B Note its Term
Loan B Note, and (iv) the Swing Line Lender the Swing Line Note.

     (b)  Guaranties of Payment of Debt. Each Guarantor of Payment shall have
executed and delivered to Agent a Guaranty of Payment of Debt.

     (c)  Pledge Agreements. Each Company that has a Subsidiary shall have
executed and delivered to Agent, for the benefit of the Lenders, a Pledge
Agreement, in form and substance satisfactory to Agent, that provides, among
other things, for a pledge of (i) one hundred percent (100%) of the outstanding
shares of stock (or membership interests) of each Domestic Subsidiary and (ii)
sixty-five percent (65%) of the outstanding shares of stock (or membership
interest) of each first tier Foreign Subsidiary (or sixty-four percent (64%) of
the fixed capital shares with respect to Shiloh International, S.A. De C.V. and
sixty-five percent (65%) of the fixed capital shares with respect to every other
first tier Mexican Subsidiary).

     (d)  Security Agreements. Each Guarantor of Payment shall have executed and
delivered to Agent, for the benefit of the Lenders, a Security Agreement and
such other documents or instruments, as may be required by Agent to create the
Liens of Agent, for the benefit of the Lenders, in the assets of such Guarantor
of Payment, all to be in form and substance reasonably satisfactory to Agent and
the Lenders.

     (e)  Real Estate Matters. With respect to each parcel of the Real Property:

          (i)   a Loan Policy of title insurance, ALTA 1970 Form B (amended
     10/17/70 and 10/17/84) issued to Agent by a title company acceptable to
     Agent (the "Title Company"), in an amount equal to the lesser of the Total
     Commitment Amount or the appraised value of the Real Property insuring the
     Mortgage to be a valid, first-priority lien in the Real Property, free and
     clear of all defects and encumbrances except such matters of record as
     accepted by Agent, in its sole discretion, and shown as Permitted
     Encumbrances in "Exhibit B" to the Mortgage, with such endorsements and
     affirmative insurance as Agent may require, including without limitation:

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<PAGE>

                (A)  the deletion of all so-called "standard exceptions" from
          such policy (subject to subsection 4.3(a) hereof);

                (B)  a so-called "comprehensive" endorsement in form and
          substance reasonably acceptable to Agent; and

                (C)  the results of a federal tax lien search in the county
          wherein the Real Property is located and such Credit Party has its
          principal place of business;

          (ii)  evidence to Agent's satisfaction, in its sole discretion, that
     no portion of such Real Property is located in a Special Flood Hazard Area
     or is otherwise classified as Class A or Class BX on the Flood Maps
     maintained by the Federal Emergency Management Agency;

          (iii) an appraisal, in form and substance satisfactory to Agent;

          (iv)  a Phase I environmental report, in form and substance
     satisfactory to Agent; and

          (v)   two fully executed originals of the Mortgage with respect to
     such Real Property.

     (f)  Control Agreement. Borrower shall have delivered to Agent an executed
copy of a control agreement, in form and substance satisfactory to Agent, for
each deposit account maintained by Borrower or any Domestic Subsidiary, unless
otherwise agreed by Agent.

     (g)  Officer's Certificate, Resolutions, Organizational Documents. Each
Credit Party shall have delivered to Agent an officer's certificate (or
comparable domestic or foreign documents) certifying the names of the officers
of such Credit Party authorized to sign the Loan Documents, together with the
true signatures of such officers and certified copies of (i) the resolutions of
the board of directors (or comparable domestic or foreign documents) of such
Credit Party evidencing approval of the execution and delivery of the Loan
Documents and the execution of other Related Writings to which such Credit Party
is a party, and (ii) the Organizational Documents of such Credit Party.

     (h)  Legal Opinion. Borrower shall have delivered to Agent an opinion of
counsel for Borrower and each other Credit Party, in form and substance
satisfactory to Agent.

     (i)  Good Standing Certificates. Borrower shall have delivered to Agent a
good standing certificate for each Credit Party, issued on or about the Closing
Date by the Secretary of State in the state(s) where such Credit Party is
incorporated or qualified as a foreign corporation.

     (j)  Closing and Legal Fees; Fee Letters. Borrower shall have (i) executed
and delivered to Agent, the Agent Fee Letter and paid to Agent, for its sole
account, the fees stated therein, (ii) executed and delivered to National City
Bank, the Co-Lead Arranger Fee Letter and

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paid to National City Bank, for its sole account, the fees stated therein, (iii)
executed and delivered to Agent, the Closing Fee Letter and paid to Agent, for
the account of the Lenders, the fees stated therein, and (iv) paid all legal
fees and expenses of Agent and National City Bank in connection with the
preparation and negotiation of the Loan Documents.

     (k)  Appraisals. Borrower shall have provided to Agent the results of (i) a
fixed asset appraisal, and (ii) a real estate appraisal, each in form and
substance satisfactory to Agent. As established on such appraisals, the sum of
the orderly liquidation value of the Equipment and the fair market value of the
Real Property shall be no less that One Hundred Thirty Million Dollars
($130,000,000).

     (l)  Collateral Audit. Agent shall have received and reviewed the results
of an asset field audit of Borrower in form and substance reasonably
satisfactory to Agent.

     (m)  Financing Statements and Lien Searches. Borrower shall have provided
to Agent with respect to the property owned or leased by each Company, (i)
U.C.C. Financing Statements satisfactory to Agent; (ii) the results of U.C.C.
lien searches, satisfactory to Agent; (iii) the results of federal and state tax
lien and judicial lien searches, satisfactory to Agent; and (iv) U.C.C.
termination statements reflecting termination of all Financing Statements
previously filed by JPMorgan Chase Bank or its predecessor, The Chase Manhattan
Bank.

     (n)  Financial Reports. Borrower shall have delivered to Agent (i) audited
financial statements of Borrower, prepared on a Consolidated basis, in
accordance with GAAP, for the fiscal years ended October 31, 2000, October 31,
2001, and October 31, 2002, (ii) unaudited financial statements of Borrower,
prepared on a Consolidated basis, in accordance with GAAP, for the fiscal year
ending October 31, 2003, showing a Leverage Ratio of not less than 3.25 to 1.00,
and (iii) interim Consolidated financial statements of Borrower for each fiscal
month and fiscal quarter for the period commencing November 1, 2002 through
October 31, 2003.

     (o)  Pro-Forma Projections. Borrower shall have delivered to Agent an
annual pro-forma projection of financial statements of Borrower for the fiscal
years ending October 31, 2004 through October 31, 2008, prepared consistently in
accordance with Borrower's past practices, and in form and substance reasonably
acceptable to Agent.

     (p)  Borrowing Base Certificate. Borrower shall have delivered to Agent an
initial Borrowing Base Certificate for the period ended December 31, 2003.

     (q)  Insurance Certificate. Borrower shall have delivered to Agent evidence
of insurance on ACORD 27 form, and otherwise satisfactory to Agent and the
Lenders, of adequate personal property and liability insurance of each Company,
with Agent, on behalf of the Lenders, listed as loss payee and additional
insured.

     (r)  Existing Credit Agreement. Borrower shall have terminated the Credit
Agreement among Borrower, the financial institutions party thereto, JPMorgan
Chase Bank, as administrative agent and collateral agent, KeyBank National
Association, as syndication agent, and Bank One, Michigan, as co-documentation
agent, dated as of August 11, 2000, amended and

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<PAGE>

restated as of February 12, 2002, as amended, which termination shall be deemed
to have occurred upon payment in full of all of the Indebtedness outstanding
thereunder and termination of the commitments established therein.

     (s)  Availability. On the Closing Date, the Revolving Credit Availability
shall be no less than Ten Million Dollars ($10,000,000).

     (t)  Senior Debt Rating. Borrower shall have obtained a rating on its
senior debt of not less than B3 from Moody's and B from Standard & Poor's.

     (u)  Closing Certificate. Borrower shall have delivered to Agent and the
Lenders an officer's certificate certifying that, as of the Closing Date, (i)
all conditions precedent set forth in this Article IV have been satisfied, (ii)
no Default or Event of Default exists nor immediately after the making of the
first Loan or the issuance of the first Letter of Credit will exist, and (iii)
each of the representations and warranties contained in Article VII hereof are
true and correct as of the Closing Date.

     (v)  Letter of Direction. Borrower shall have delivered to Agent a letter
of direction authorizing Agent, on behalf of the Lenders, to disburse the
proceeds of the Loans, which includes the transfer of funds under this Agreement
and wire instructions setting forth the locations to which such funds shall be
sent.

     (w)  No Material Adverse Change. No material adverse change, in the opinion
of Agent, shall have occurred in the financial condition, operations or
prospects of the Companies since July 31, 2003.

     (x)  Miscellaneous. Borrower shall have provided to Agent and the Lenders
such other items and shall have satisfied such other conditions as may be
reasonably required by Agent or the Lenders.

     Section 4.3. Post-Closing Conditions.

     (a)  Title Insurance. No later than ninety (90) days after the Closing Date
(unless a longer period is agreed to by Agent), Borrower shall deliver to Agent,
for the benefit of the Lenders, the loan policies of title insurance, required
to be delivered pursuant to Section 4.2(e)(i) hereof, clear of any so-called
"standard exceptions" relating to surveys, in form and substance satisfactory to
Agent.

     (b)  Surveys. No later than ninety (90) days after the Closing Date (unless
a longer period is agreed to by Agent), Borrower shall deliver to Agent, for the
benefit of the Lenders, with respect to each parcel of the Real Property, a
current "as-built" survey of such Real Property prepared by a licensed surveyor
acceptable to Agent, certified to Agent, for the benefit of the Lenders and the
Title Company pursuant to a certificate of survey acceptable to Agent. Such
survey shall be in form and substance acceptable to Agent, in its sole
discretion, shall be made in accordance with the "Minimum Standard Detail
Requirements for Land Title Surveys" adopted by the American Land Title
Association in 1999, and shall show, without limitation:

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<PAGE>

          (i)    the location of the perimeter of such Real Property by courses
     and distances with all reference points shown or referred to in the
     aforesaid title policy;

          (ii)   all easements (including those easements whose existence is
     disclosed by physical inspection of such Real Property), rights-of-way and
     the location of all utility lines servicing the improvements on such Real
     Property;

          (iii)  the established building lines;

          (iv)   the full legal description of the real estate (conforming to
     the legal description set forth in the aforesaid title policy) and a
     certification as to the acreage and square footage thereof;

          (v)    the highway and street right-of-way lines abutting such Real
     Property and the width thereof; and

          (vi)   encroachments upon such Real Property and the extent thereof in
     feet and inches.

     (c)  Assignment of Life Insurance Policy. No later than sixty (60) days
after the Closing Date (unless a longer period is agreed to by Agent), Borrower
shall have provided to Agent, for the benefit of the Lenders, Assignments of
Life Insurance Policies in the aggregate amount of Seven Million Five Hundred
Thousand Dollars ($7,500,000) on the life of Theodore Zampetis, in form and
substance satisfactory to Agent.

                              ARTICLE V. COVENANTS

     Section 5.1. Insurance. Each Company shall at all times maintain insurance
upon its Inventory, Equipment and other personal and real property in such form,
written by such companies, in such amounts, for such periods, and against such
risks as may be acceptable to Agent, with provisions satisfactory to Agent for
payment of all losses thereunder to Agent, for the benefit of the Lenders, and
such Company as their interests may appear (loss payable endorsement in favor of
Agent, for the benefit of the Lenders), and, if required by Agent, Borrower
shall deposit a copy of the policies with Agent. Any such policies of insurance
shall provide for no fewer than thirty (30) days prior written notice of
cancellation to Agent and the Lenders. After the occurrence and during an Event
of Default, any sums received by Agent, for the benefit of the Lenders, in
payment of insurance losses, returns, or unearned premiums under the policies
may, at the option of Agent, be applied upon the Debt whether or not the same is
then due and payable, or may be delivered to the Companies for the purpose of
replacing, repairing, or restoring the insured property. Agent is hereby
authorized to act as attorney-in-fact for the Companies in, after the occurrence
of and during an Event of Default, obtaining, adjusting, settling and canceling
such insurance and indorsing any drafts. In the event of failure to provide such
insurance as herein provided, Agent may, at its option, provide such insurance
and Borrower shall pay to Agent, upon demand, the cost thereof. Should Borrower
fail to pay

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<PAGE>

such sum to Agent upon demand, interest shall accrue thereon, from the date of
demand until paid in full, at the Default Rate. Within ten days of Agent's
written request, Borrower shall furnish to Agent such information about the
insurance of the Companies as Agent may from time to time reasonably request,
which information shall be prepared in form and detail satisfactory to Agent and
certified by a Financial Officer of Borrower.

     Section 5.2. Money Obligations. Each Company shall pay in full (a) prior in
each case to the date when penalties would attach, all taxes, assessments and
governmental charges and levies (except only those so long as and to the extent
that the same shall be contested in good faith by appropriate and timely
proceedings and for which adequate provisions have been established in
accordance with GAAP) for which it may be or become liable or to which any or
all of its properties may be or become subject; (b) in all material respects,
all of its wage obligations to its employees in compliance with the Fair Labor
Standards Act (29 U.S.C. Sections 206-207) or any comparable provisions; and (c)
all of its other obligations calling for the payment of money (except only those
so long as and to the extent that the same shall be contested in good faith and
for which adequate provisions have been established in accordance with GAAP)
before such payment becomes overdue.

     Section 5.3. Financial Statements and Information.

     (a)  Quarterly Financials. Borrower shall deliver to Agent and the Lenders,
within forty-five (45) days after the end of each of the first three
quarter-annual periods of each fiscal year of Borrower, balance sheets of the
Companies as of the end of such period and statements of income (loss),
stockholders' equity and cash flow for the quarter and fiscal year to date
periods, all prepared on a Consolidated basis, in accordance with GAAP, and in
form and detail satisfactory to Agent and the Lenders and certified by a
Financial Officer of Borrower.

     (b)  Annual Audit Report. Borrower shall deliver to Agent and the Lenders,
within one hundred five (105) days after the end of each fiscal year of
Borrower, an annual audit report of the Companies for that year prepared on a
Consolidated basis, in accordance with GAAP, and in form and detail satisfactory
to Agent and the Lenders and certified by an independent public accountant
satisfactory to Agent, which report shall include balance sheets and statements
of income (loss), stockholders' equity and cash-flow for that period, together
with a certificate by the accountant setting forth the Defaults and Events of
Default coming to its attention during the course of its audit or, if none, a
statement to that effect.

     (c)  Borrowing Base. Borrower shall deliver to Agent and the Lenders,
within thirty (30) days after the end of each month (and at such other times and
for such other periods as Agent may request) (i) a Borrowing Base Certificate
prepared as of the end of such month by a Financial Officer of Borrower, and
(ii) an Accounts aging report and a summary Inventory report, each in form and
substance satisfactory to Agent and signed by a Financial Officer of Borrower.

     (d)  Compliance Certificate. Borrower shall deliver to Agent and the
Lenders, concurrently with the delivery of the financial statements set forth in
subsections (a) and (b) above, a Compliance Certificate.

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<PAGE>

     (e)  Management Report. Borrower shall deliver to Agent and the Lenders,
concurrently with the delivery of the annual financial statements referenced in
subsection (b) above, a copy of any management report, letter or similar writing
furnished to the Companies by the accountants in respect of the Companies'
systems, operations, financial condition or properties.

     (f)  Pro-Forma Projections. Borrower shall deliver to Agent and the
Lenders, within one hundred twenty (120) days after the end of each fiscal year
of Borrower, annual pro-forma projections of the Companies for the then current
fiscal year and the next two succeeding fiscal years, to be in form and detail
reasonably satisfactory to Agent.

     (g)  Collateral Audits. If requested by Agent, Borrower shall deliver to
Agent and the Lenders, within one hundred twenty (120) days after the end of any
fiscal year of Borrower during which the Borrowing Base shall have been in
effect, and at such other times as Agent may require, annual collateral audits,
to be in form and detail reasonably satisfactory to Agent.

     (h)  Shareholder and SEC Documents. Borrower shall deliver to Agent and the
Lenders, as soon as available, copies of all notices, reports, definitive proxy
or other statements and other documents sent by Borrower to its shareholders, to
the holders of any of its debentures or bonds or the trustee of any indenture
securing the same or pursuant to which they are issued, or sent by Borrower (in
final form) to any securities exchange or over the counter authority or system,
or to the SEC or any similar federal agency having regulatory jurisdiction over
the issuance of Borrower's securities.

     (i)  Financial Information of Companies. Borrower shall deliver to Agent
and the Lenders, within ten days of the written request of Agent or any Lender,
such other information about the financial condition, properties and operations
of any Company as Agent or such Lender may from time to time reasonably request,
which information shall be submitted in form and detail satisfactory to Agent or
such Lender and certified by a Financial Officer of the Company or Companies in
question.

     Section 5.4. Financial Records. Each Company shall at all times maintain
true and complete records and books of account, including, without limiting the
generality of the foregoing, appropriate provisions for possible losses and
liabilities, all in accordance with GAAP, and at all reasonable times (during
normal business hours and upon notice to such Company) permit Agent, or any
representative of Agent, to examine such Company's books and records and to make
excerpts therefrom and transcripts thereof.

     Section 5.5. Franchises; Change in Business.

     (a)  Each Company (other than a Dormant Subsidiary) shall preserve and
maintain at all times its existence, rights and franchises, except where the
failure to preserve and maintain such rights or franchises will not result in a
Material Adverse Effect.

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<PAGE>

     (b)  No Company shall engage in any business if, as a result thereof, the
general nature of the business of the Companies taken as a whole would be
substantially changed from the general nature of the business the Companies are
engaged in on the Closing Date.

     Section 5.6. ERISA Compliance. No Company shall incur any material
accumulated funding deficiency within the meaning of ERISA, or any material
liability to the PBGC, established thereunder in connection with any ERISA Plan.
Borrower shall furnish to the Lenders (a) as soon as possible and in any event
within thirty (30) days after any Company knows or has reason to know that any
Reportable Event with respect to any ERISA Plan has occurred, a statement of a
Financial Officer of such Company, setting forth details as to such Reportable
Event and the action that such Company proposes to take with respect thereto,
together with a copy of the notice of such Reportable Event given to the PBGC if
a copy of such notice is available to such Company, and (b) promptly after
receipt thereof a copy of any notice such Company, or any member of the
Controlled Group may receive from the PBGC or the Internal Revenue Service with
respect to any ERISA Plan administered by such Company; provided, that this
latter clause shall not apply to notices of general application promulgated by
the PBGC or the Internal Revenue Service. Borrower shall promptly notify the
Lenders of any material taxes assessed, proposed to be assessed or that Borrower
has reason to believe may be assessed against a Company by the Internal Revenue
Service with respect to any ERISA Plan. As used in this Section 5.6 "material"
means the measure of a matter of significance that shall be determined as being
an amount equal to five percent (5%) of Consolidated Tangible Net Worth. As soon
as practicable, and in any event within twenty (20) days, after any Company
shall become aware that an ERISA Event shall have occurred, such Company shall
provide Agent with notice of such ERISA Event with a certificate by a Financial
Officer of such Company setting forth the details of the event and the action
such Company or another Controlled Group member proposes to take with respect
thereto. Borrower shall, at the request of Agent or any Lender, deliver or cause
to be delivered to Agent or such Lender, as the case may be, true and correct
copies of any documents relating to the ERISA Plan of any Company.

     Section 5.7. Financial Covenants.

     (a)  Fixed Charge Coverage Ratio. Borrower shall not suffer or permit at
any time the Fixed Charge Coverage Ratio to be less than (i) 1.25 to 1.00 on the
Closing Date through January 30, 2005, and (ii) 1.15 to 1.00 on January 31, 2005
and thereafter.

     (b)  Leverage Ratio. Borrower shall not suffer or permit at any time the
Leverage Ratio to exceed (i) 3.75 to 1.00 on the Closing Date through April 29,
2004, (ii) 3.50 to 1.00 on April 30, 2004 through October 30, 2004, (iii) 2.75
to 1.00 on October 31, 2004 through October 30, 2005, (iv) 2.50 to 1.00 on
October 31, 2005 through October 30, 2006, and (v) 2.00 to 1.00 on October 31,
2006 and thereafter.

     (c)  Net Worth. Borrower shall not suffer or permit at any time
Consolidated Net Worth, for the most recently completed fiscal quarter of
Borrower, to be less than the current minimum amount required, which current
minimum amount required shall be Ninety-Five Million Dollars ($95,000,000) on
the Closing Date through January 30, 2004, with such current minimum amount
required to be positively increased by the Increase Amount on January 31,

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2004, and by an additional Increase Amount on the last day of each succeeding
fiscal quarter thereafter. As used herein, the term "Increase Amount" shall mean
an amount equal to (i) fifty percent (50%) of positive Consolidated Net Earnings
for the fiscal quarter then ended (with no deduction for losses), plus (ii) one
hundred percent (100%) of the proceeds of any equity offering by the Companies,
or any debt offering of the Companies, to the extent converted into equity.

     Section 5.8. Borrowing. No Company shall create, incur or have outstanding
any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to
the following:

     (a)  the Loans, the Letters of Credit or any other Indebtedness under this
Agreement;

     (b)  any loans granted to or capital leases entered into by any Company for
the purchase or lease of fixed assets (and refinancings of such loans or capital
leases), which loans and capital leases shall only be secured by the fixed
assets being purchased, so long as the aggregate principal amount of all such
loans and leases for all Companies, when combined with Indebtedness permitted
under subsection (f) hereof, shall not exceed Twenty Million Dollars
($20,000,000) at any time outstanding;

     (c)  the Indebtedness existing on the Closing Date as set forth in Schedule
5.8 hereto (and any extension, renewal or refinancing thereof so long as the
principal amount thereof shall not be increased after the Closing Date);

     (d)  loans to a Company (including Foreign Subsidiaries) from a Company so
long as each such Company is a Credit Party;

     (e)  Indebtedness under any Hedge Agreement, so long as such Hedge
Agreement shall have been entered into in the ordinary course of business and
not for speculative purposes;

     (f)  loans to a Company pursuant to state or other Governmental Authority
industrial revenue bond financing, so long as the aggregate principal amount of
all such financing for all Companies, when combined with Indebtedness permitted
under subsection (b) hereof, shall not exceed Twenty Million Dollars
($20,000,000) at any time outstanding;

     (g)  Indebtedness of a Mexican Subsidiary (whether or not secured by assets
of such Foreign Subsidiary) up to the aggregate principal amount, for all
Mexican Subsidiaries of Twenty Million Dollars ($20,000,000), provided that
neither Borrower nor any Domestic Subsidiary shall be a guarantor of such
obligations;

     (h)  unsecured Subordinated Indebtedness created pursuant to documentation
in form and substance reasonably satisfactory to Agent, not to exceed
Twenty-Five Million Dollars ($25,000,000) so long as the proceeds are applied in
accordance with Section 2.15(c)(ii) hereof and Agent approves the form and
substance of the documentation prior to the incurrence of the Indebtedness; and

     (i)  Permitted Mexican Subsidiary Loans and Investments.

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     Section 5.9. Liens.

     (a)  Negative Pledge. No Company shall create, assume or suffer to exist
any Lien upon any of its property or assets, whether now owned or hereafter
acquired; provided that this Section shall not apply to the following:

          (i)    Liens for taxes not yet due or that are being actively
     contested in good faith by appropriate proceedings and for which adequate
     reserves shall have been established in accordance with GAAP;

          (ii)   any Lien granted to Agent, for the benefit of the Lenders;

          (iii)  other statutory Liens incidental to the conduct of its business
     or the ownership of its property and assets that (i) were not incurred in
     connection with the borrowing of money or the obtaining of advances or
     credit, and (ii) do not in the aggregate materially detract from the value
     of its property or assets or materially impair the use thereof in the
     operation of its business;

          (iv)   Liens on property or assets of a Subsidiary to secure
     obligations of such Subsidiary to a Credit Party;

          (v)    purchase money Liens on fixed assets securing the loans and
     capitalized leases pursuant to Section 5.8(b) hereof, provided that each
     such Lien is limited to the purchase price and only attaches to the
     property being acquired;

          (vi)   the Liens existing on the Closing Date as set forth in Schedule
     5.9 hereto, and replacements, extensions, renewals, refundings or
     refinancings thereof, but only to the extent that the amount of debt
     secured thereby shall not be increased;

          (vii)  easements or other minor defects or irregularities in title of
     real property not interfering in any material respect with the use of such
     property in the business of any Company;

          (viii) liens on assets of the Mexican Subsidiaries securing the
     Indebtedness described in Section 5.8(g) hereof; or

          (ix)   Liens on fixed assets securing the loans incurred pursuant to
     Section 5.8(f) hereof, provided that each such Lien is limited to the
     assets purchased or leased.

     (b)  State of Ohio 166 Loan Program. With respect to the loan (the "166
Loan") to be obtained by Borrower (or a Subsidiary) from the State of Ohio's 166
Loan Program and to be secured by the Soudronics Lazer weld line and equipment
attached or ancillary thereto located at 5580 Wegman Drive, Valley City, Ohio,
Agent and the Lenders agree that, so long as the 166 Loan is outstanding and the
Lien of the State of Ohio is perfected, the Lien of the State of Ohio shall have
priority over the Lien of Agent, for the benefit of the Lenders. In connection
therewith, if further documentation of this subordination is requested by the
State of Ohio, Agent

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<PAGE>

shall execute such documentation necessary to evidence the subordination of the
Lien of Agent to the Lien of the State of Ohio.

     (c)  Other Agreements. No Company shall enter into any contract or
agreement (other than a contract or agreement entered into in connection with
the purchase or lease of fixed assets that prohibits Liens on such fixed assets)
that would prohibit Agent or the Lenders from acquiring a security interest,
mortgage or other Lien on, or a collateral assignment of, any of the property or
assets of such Company.

     Section 5.10. Regulations T, U and X. No Company shall take any action that
would result in any non-compliance of the Loans or Letters of Credit with
Regulations T, U or X, or any other applicable regulation, of the Board of
Governors of the Federal Reserve System.

     Section 5.11. Investments and Loans. No Company shall, without the prior
written consent of Agent and the Required Lenders, (a) create, acquire or hold
any Subsidiary, (b) make or hold any investment in any stocks, bonds or
securities of any kind, (c) be or become a party to any joint venture or other
partnership, (d) make or keep outstanding any advance or loan to any Person, or
(e) be or become a Guarantor of any kind; provided that this Section 5.11 shall
not apply to the following:

          (i)    any endorsement of a check or other medium of payment for
     deposit or collection through normal banking channels or similar
     transaction in the normal course of business;

          (ii)   any investment in direct obligations of the United States of
     America or in certificates of deposit issued by a member bank of the
     Federal Reserve System;

          (iii)  any investment in commercial paper or securities that at the
     time of such investment is assigned the highest quality rating in
     accordance with the rating systems employed by either Moody's or Standard &
     Poor's;

          (iv)   the holding of Subsidiaries listed on Schedule 7.1 hereto;

          (v)    any money market account or similar account maintained with
     Agent for overnight funds;

          (vi)   any Permitted Investment, so long as no Default or Event of
     Default shall then exist or would result therefrom;

          (vii)  loans to a Company from a Company so long as each such Company
     is a Credit Party;

          (viii) the creation of a Domestic Subsidiary for the purposes of
     making an Acquisition permitted by Section 5.13 hereof, so long as such
     Subsidiary becomes a Guarantor of Payment promptly following such
     Acquisition;

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<PAGE>

          (ix)   joint ventures (on a fifty percent (50%) ownership basis) in
     which contributed assets and capital on or after the Closing Date do not
     exceed (A) Fifteen Million Dollars ($15,000,000) at any time when the
     Leverage Ratio is greater than 2.00 to 1.00, and (B) Twenty-Five Million
     Dollars ($25,000,000) at any time when the Leverage Ratio is equal to or
     less than 2.00 to 1.00;

          (x)    Permitted Mexican Subsidiary Loans and Investments; or

          (xi)   other investments, loans or guarantees (other than investments
     in, loans to or guaranties of Indebtedness of, a Mexican Subsidiary) not to
     exceed, in the aggregate, Two Million Dollars ($2,000,000) at any time
     outstanding or existing.

Notwithstanding anything in this Section 5.11 to the contrary, no Company may,
on or after the Closing Date, make an investment in or have outstanding any loan
to VCS Properties, LLC or Valley City Steel, LLC.

     Section 5.12. Merger and Sale of Assets. No Company shall merge, amalgamate
or consolidate with any other Person, or sell, lease or transfer or otherwise
dispose of any assets to any Person other than in the ordinary course of
business, except that, if no Default or Event of Default shall then exist or
immediately thereafter shall begin to exist:

     (a)  any Subsidiary may merge with (i) Borrower (provided that Borrower
shall be the continuing or surviving Person) or (ii) any one or more Guarantors
of Payment;

     (b)  any Subsidiary may sell, lease, transfer or otherwise dispose of any
of its assets to a Credit Party;

     (c)  any Company may sell, lease, transfer or otherwise dispose of any
assets that are obsolete or no longer useful in such Company's business;

     (d)  Acquisitions may be effected in accordance with the provisions of
Section 5.13 hereof; or

     (e)  the Companies may sell, lease, transfer of otherwise dispose of assets
to MTD, up to an aggregate amount, during the Commitment Period, not to exceed
One Million Dollars ($1,000,000) per fiscal year of Borrower.

     Section 5.13. Acquisitions. No Company shall effect an Acquisition;
provided, however, that a Credit Party may effect an Acquisition so long as:

     (a)  in the case of a merger, amalgamation or other combination including
Borrower, Borrower shall be the surviving entity;

     (b)  in the case of a merger, amalgamation or other combination including a
Credit Party (other than Borrower), a Credit Party shall be the surviving
entity;

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<PAGE>

     (c)  the business to be acquired shall be similar to the lines of business
of the Companies;

     (d)  the Companies shall be in full compliance with the Loan Documents both
prior to and subsequent to the transaction;

     (e)  no Default or Event of Default shall exist prior to or after giving
effect to such Acquisition;

     (f)  Borrower shall have provided to Agent and the Lenders, at least twenty
(20) days prior to such Acquisition, historical financial statements of the
target entity and a pro forma financial statement of the Companies accompanied
by a certificate of a Financial Officer of Borrower showing pro forma compliance
with Section 5.7 hereof, both before and for the four fiscal quarters of
Borrower ending after the date of the proposed Acquisition;

     (g)  such Acquisition is not actively opposed by the board of directors (or
similar governing body) of the selling Persons or the Persons whose equity
interests are to be acquired;

     (h)  after giving effect to such Acquisition, the Revolving Credit
Availability (including assets of the acquired Company that constitute Eligible
Inventory and Eligible Accounts Receivable) shall be no less than Fifteen
Million Dollars ($15,000,000); and

     (i)  the aggregate Consideration paid by the Companies (i) shall not
exceed, during any fiscal year of Borrower, the aggregate amount of Twenty-Five
Million Dollars ($25,000,000), and (ii) when added to the Consideration for all
other Acquisitions for all Companies during the period when this Agreement is in
effect, would not exceed the aggregate amount of Fifty Million Dollars
($50,000,000).

     Section 5.14. Notice. Borrower shall cause a Financial Officer of Borrower
to promptly notify Agent and the Lenders whenever any Default or Event of
Default may occur hereunder or any representation or warranty made in Article
VII hereof or elsewhere in this Agreement or in any Related Writing may for any
reason cease in any material respect to be true and complete.

     Section 5.15. Environmental Compliance. Each Company shall comply in all
material respects with any and all Environmental Laws including, without
limitation, all Environmental Laws in jurisdictions in which such Company owns
or operates a facility or site, arranges for disposal or treatment of hazardous
substances, solid waste or other wastes, accepts for transport any hazardous
substances, solid waste or other wastes or holds any interest in real property
or otherwise. Borrower shall furnish to the Lenders, promptly after receipt
thereof, a copy of any notice any Company may receive from any Governmental
Authority, private Person or otherwise that any material litigation or
proceeding pertaining to any environmental, health or safety matter has been
filed or is threatened against such Company, any real property in which such
Company holds any interest or any past or present operation of such Company. No
Company shall allow the release or disposal of hazardous waste, solid waste or
other wastes on, under or to any real property in which any Company holds any
interest or performs any of its operations, in violation of any Environmental
Law. As used in this Section, "litigation or proceeding" means any

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demand, claim, notice, suit, suit in equity action, administrative action,
investigation or inquiry whether brought by any Governmental Authority, private
Person or otherwise. Borrower shall defend, indemnify and hold Agent and the
Lenders harmless against all costs, expenses, claims, damages, penalties and
liabilities of every kind or nature whatsoever (including attorneys' fees)
arising out of or resulting from the noncompliance of any Company with any
Environmental Law. Such indemnification shall survive any termination of this
Agreement.

     Section 5.16. Affiliate Transactions. No Company shall, directly or
indirectly, enter into or permit to exist any transaction (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with any Affiliate (other than a Company that is a
Credit Party) on terms that shall be less favorable to such Company than those
that might be obtained at the time in a transaction with a non-Affiliate;
provided, however, that the foregoing shall not prohibit the payment of
customary and reasonable directors' fees to directors who are not employees of a
Company or an Affiliate; and further provided that the provisions of this
Section 5.16 shall not apply with regard to the agreements with MTD (or
shareholders of MTD) as identified on Schedule 5.16 hereof.

     Section 5.17. Restricted Payments. No Company shall make or commit itself
to pay any Restricted Payment at any time, except that (a) any Subsidiary may
make Capital Distributions, directly or indirectly, to Borrower or another
Credit Party, and (b) if no Default or Event of Default shall then exist or
immediately thereafter shall begin to exist, Borrower may make customary Capital
Distributions on its Series A Preferred Stock.

     Section 5.18. Use of Proceeds. Borrower's use of the proceeds of the Loans
shall be solely for working capital and other general corporate purposes of the
Companies and for refinancing of existing Indebtedness and as otherwise
permitted under this Agreement.

     Section 5.19. Corporate Names and Location of Collateral. No Company shall
change its corporate name, unless, in each case, such Company shall provide
Agent and the Lenders with at least thirty (30) days prior written notice
thereof. Borrower shall also promptly notify Agent and the Lenders of (a) any
material change in any location where any Company's Inventory or Equipment is
maintained, and any new locations where any material amount of a Company's
Inventory or Equipment is to be maintained; (b) any change in the location of
the office where any Company's records pertaining to its Accounts are kept; (c)
the location of any new places of business and the changing or closing of any of
its existing places of business; and (d) any change in the location of any
Company's chief executive office. In the event of any of the foregoing or if
otherwise deemed appropriate by Agent, Agent is hereby authorized to file new
U.C.C. Financing Statements describing the Collateral and otherwise in form and
substance sufficient for recordation wherever necessary or appropriate, as
determined in Agent's sole discretion, to perfect or continue perfected the
security interest of Agent, for the benefit of the Lenders, in the Collateral.
Borrower shall pay all filing and recording fees and taxes in connection with
the filing or recordation of such U.C.C. Financing Statements and shall
immediately reimburse Agent therefor if Agent pays the same. Such amounts shall
be Related Expenses hereunder.

     Section 5.20. Lease Rentals. The Companies shall not pay or commit
themselves to pay lease rentals on operating leases, for all Companies, in
excess of the aggregate sum of Twelve

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Million Dollars ($12,000,000) during any fiscal year of Borrower, commencing
with the current fiscal year.

     Section 5.21. Subsidiary Guaranties, Security Documents and Pledge of Stock
or Other Ownership Interest.

     (a)  Guaranties and Security Documents. Each Subsidiary (other than a
Foreign Subsidiary or a Dormant Subsidiary) created, acquired or held subsequent
to the Closing Date, shall immediately execute and deliver to Agent, for the
benefit of the Lenders, a Guaranty of Payment of all of the Debt and a Security
Agreement and Mortgages, as appropriate, such agreements to be in form and
substance acceptable to Agent, along with any such other supporting
documentation, Security Documents, corporate governance and authorization
documents, and an opinion of counsel as may be deemed necessary or advisable by
Agent.

     (b)  Pledge of Stock. With respect to the creation or acquisition of a
Subsidiary, Borrower shall deliver to Agent, for the benefit of the Lenders, all
of the share certificates (or other evidence of equity) owned by a Credit Party
pursuant to the terms of a Pledge Agreement executed by the appropriate Credit
Party; provided, however, that no Company shall be required to pledge more than
sixty-five percent (65%) of the outstanding shares or other ownership interest
of any Foreign Subsidiary (or sixty-five percent (65%) of the fixed shares of
any Mexican Subsidiary).

     (c)  Perfection or Registration of Interest in Foreign Shares. With respect
to any foreign shares pledged to Agent, for the benefit of the Lenders, on or
after the Closing Date, Agent shall at all times, in the discretion of Agent or
the Required Lenders, have the right to perfect, at Borrower's cost, payable
upon request therefor (including, without limitation, any foreign counsel, or
foreign notary, filing, registration or similar, fees, costs or expenses), its
security interest in such shares in the respective foreign jurisdiction.

     Section 5.22. Restrictive Agreements. Except as set forth in this
Agreement, Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a)
make, directly or indirectly, any Capital Distribution to Borrower, (b) make,
directly or indirectly, loans or advances or capital contributions to Borrower
or (c) transfer, directly or indirectly, any of the properties or assets of such
Subsidiary to Borrower; except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) customary non-assignment
provisions in leases or other agreements entered in the ordinary course of
business and consistent with past practices, or (iii) customary restrictions in
security agreements or mortgages securing Indebtedness, or capital leases, of a
Company to the extent such restrictions shall only restrict the transfer of the
property subject to such security agreement, mortgage or lease.

     Section 5.23. Other Covenants. In the event that any Company shall enter
into, or shall have entered into, any Material Indebtedness Agreement (other
than the Mexican Leases), wherein the covenants, defaults or agreements
contained therein shall be more restrictive than the covenants, defaults or
agreements set forth herein, then the Companies shall be bound hereunder

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by such more restrictive covenants, defaults and agreements with the same force
and effect as if such covenants, defaults and agreements were written herein.

     Section 5.24. Collateral. Borrower shall:

     (a)  at all reasonable times and after reasonable prior notice, allow Agent
or any Lender by or through any of its officers, agents, employees, attorneys,
or accountants to (i) examine, inspect, and make extracts from Borrower's books
and other records, including, without limitation, the tax returns of Borrower;
(ii) arrange for verification of Borrower's Accounts, under reasonable
procedures, only during the continuance of an Event of Default, directly with
Account Debtors or by other methods; and (iii) examine and inspect Borrower's
Inventory and Equipment, wherever located;

     (b)  promptly furnish to Agent or any Lender upon reasonable request (i)
additional statements and information with respect to the Collateral, and all
writings and information relating to or evidencing any of Borrower's Accounts
(including, without limitation, computer printouts or typewritten reports
listing the mailing addresses of all present Account Debtors), and (ii) any
other writings and information as Agent or such Lender may reasonably request;

     (c)  notify Agent in writing immediately upon the creation of any Accounts
with respect to which the Account Debtor is the United States of America or any
other Governmental Authority, or any foreign government or instrumentality
thereof or any business that is located in a foreign country;

     (d)  notify Agent in writing immediately upon the creation by any Company
of a Bank Account not listed on Schedule 7.19 hereto and provide for the
execution of a Control Agreement with respect thereto, if required by Agent or
the Required Lenders;

     (e)  notify Agent in writing whenever the Inventory of the Companies,
valued in excess of One Million Dollars ($1,000,000), is located at a location
of a third party (other than a Company) that is not listed on Schedule 7.9
hereto and request to be executed any bailee's waiver, processor's waiver or
similar document or notice that may be requested by Agent or the Required
Lenders;

     (f)  immediately notify Agent and the Lenders in writing of any information
that any Company has or may receive with respect to the Collateral or the Real
Property that might in any manner materially and adversely affect the value
thereof or the rights of Agent or the Lenders with respect thereto;

     (g)  maintain Borrower's Equipment in good operating condition and repair,
ordinary wear and tear excepted, making all necessary replacements thereof so
that the value and operating efficiency thereof shall at all times be maintained
and preserved;

     (h)  deliver to Agent, within ten Business Days upon the written request of
Agent, all certificated Investment Property owned by a Credit Party, in suitable
form for transfer by delivery, or accompanied by duly executed instruments of
transfer or assignment in blank, all in

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form and substance satisfactory to Agent, or in the event such Investment
Property is in the possession of a securities intermediary or credited to a
securities account, execute with the related securities intermediary an
investment property control agreement over such securities account in favor of
Agent, for the benefit of the Lenders, in form and substance satisfactory to
Agent; and

     (i)  upon request of Agent, promptly take such action and promptly make,
execute, and deliver all such additional and further items, deeds, assurances,
instruments and any other writings as Agent may from time to time deem necessary
or appropriate, including, without limitation, chattel paper, to carry into
effect the intention of this Agreement or so as to completely vest in and ensure
to Agent and the Lenders their respective rights hereunder and in or to the
Collateral or the Real Property.

     Borrower hereby authorizes Agent, on behalf of the Lenders, to file U.C.C.
Financing Statements with respect to the Collateral. If certificates of title or
applications for title are issued or outstanding with respect to any of the
Inventory or Equipment of Borrower, Borrower shall, upon request of Agent, (i)
execute and deliver to Agent a short form security agreement, in form and
substance satisfactory to Agent, and (ii) deliver such certificate or
application to Agent and cause the interest of the Agent, for the benefit of the
Lenders, to be properly noted thereon. Borrower hereby authorizes Agent or
Agent's designated agent (but without obligation by Agent to do so) to incur
Related Expenses (whether prior to, upon, or subsequent to any Default or Event
of Default), and Borrower shall promptly repay, reimburse, and indemnify Agent
and the Lenders for any and all Related Expenses. If Borrower fails to keep and
maintain its Equipment in good operating condition, ordinary wear and tear
excepted, Agent may (but shall not be required to) so maintain or repair all or
any part of Borrower's Equipment and the cost thereof shall be a Related
Expense. All Related Expenses are payable to Agent upon demand therefor; Agent
may, at its option, debit Related Expenses directly to any deposit account of a
Company located at Agent or the Revolving Credit Notes.

     Section 5.25. Property Acquired Subsequent to the Closing Date and Right to
Take Additional Collateral. Borrower shall provide Agent with prompt written
notice with respect to any real or personal property acquired by any Company
subsequent to the Closing Date in which Agent, for the benefit of the Lenders,
does not have a perfected security interest. In addition to any other right that
Agent and the Lenders may have pursuant to this Agreement or otherwise, upon
written request of Agent, whenever made, Borrower shall, and shall cause each
Guarantor of Payment to, grant to Agent as additional security for the Secured
Debt, a first Lien on any real or personal property of Borrower and each
Guarantor of Payment, including, without limitation, such property acquired
subsequent to the Closing Date, in which Agent, for the benefit of the Lenders,
does not have a first priority Lien. Borrower agrees, within ten days after the
date of such written request, to secure all of the Debt by delivering to Agent
security agreements, intellectual property agreements, pledge agreements,
mortgages (or deeds of trust, if applicable) or other documents, instruments or
agreements or such thereof as Agent may require. Borrower shall pay all
recordation, legal and other expenses in connection therewith.

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     Section 5.26. Amendment of Organizational Documents. No Company shall
change its name or state (or jurisdiction) of organization, or amend its
Organizational Documents in any material respect, without the prior written
consent of Agent.

     Section 5.27. Interest Rate Protection. Borrower shall obtain and maintain
Interest Rate Protection with respect to Borrower's Indebtedness in an amount
equal to fifty percent (50%) of the aggregate principal amount outstanding on
the Term Loans.

                              ARTICLE VI. SECURITY

     Section 6.1. Security Interest in Collateral. In consideration of and as
security for the full and complete payment of all of the Secured Debt, Borrower
hereby grants to Agent, for the benefit of the Lenders, a security interest in
and an assignment of the Collateral.

     Section 6.2. Collections and Receipt of Proceeds by Borrower.

     (a)  Prior to the exercise by Agent and the Required Lenders of their
rights under Article IX hereof, both (i) the lawful collection and enforcement
of all of Borrower's Accounts, and (ii) the lawful receipt and retention by
Borrower of all Proceeds of all of Borrower's Accounts and Inventory shall be as
agent of the Lenders.

     (b)  Upon written notice to Borrower from Agent after the occurrence and
during the continuance of an Event of Default, a Cash Collateral Account shall
be opened by Borrower at the main office of Agent (or such other office as shall
be designated by Agent) and all such lawful collections of Borrower's Accounts
and such Proceeds of Borrower's Accounts and Inventory shall be remitted daily
by Borrower to Agent in the form in which they are received by Borrower, either
by mailing or by delivering such collections and Proceeds to Agent,
appropriately endorsed for deposit in the Cash Collateral Account. In the event
that such notice is given to Borrower from Agent, Borrower shall not commingle
such collections or Proceeds with any of Borrower's other funds or property, but
shall hold such collections and Proceeds separate and apart therefrom upon an
express trust for Agent, for the benefit of the Lenders. In such case, Agent
may, in its sole discretion, and shall, at the request of the Required Lenders,
at any time and from time to time after the occurrence and during the
continuance of an Event of Default, apply all or any portion of the account
balance in the Cash Collateral Account as a credit against (i) the outstanding
principal or interest of the Loans, or (ii) any other Debt. If any remittance
shall be dishonored, or if, upon final payment, any claim with respect thereto
shall be made against Agent on its warranties of collection, Agent may charge
the amount of such item against the Cash Collateral Account or any other Deposit
Account maintained by Borrower with Agent or with any other Lender, and, in any
event, retain the same and Borrower's interest therein as additional security
for the Secured Debt. Agent may, in its sole discretion, at any time and from
time to time, release funds from the Cash Collateral Account to Borrower for use
in Borrower's business. The balance in the Cash Collateral Account may be
withdrawn by Borrower upon termination of this Agreement and payment in full of
all of the Secured Debt.

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     (c)  At Agent's request, after the occurrence and during the continuance of
an Event of Default, Borrower shall cause all remittances representing
collections and Proceeds of Collateral to be mailed to a lock box at a location
acceptable to Agent, to which Agent shall have access for the processing of such
items in accordance with the provisions, terms and conditions of the customary
lock box agreement of Agent.

     (d)  Agent, or Agent's designated agent, is hereby constituted and
appointed Borrower's attorney-in-fact with authority and power, after the
occurrence and during the continuance of an Event of Default, to endorse any and
all instruments, documents, and chattel paper upon Borrower's failure to do so.
Such authority and power, being coupled with an interest, shall be (i)
irrevocable until all of the Secured Debt is paid, (ii) exercisable by Agent at
any time and without any request upon Borrower by Agent to so endorse, and (iii)
exercisable in Agent's name or Borrower's name. Borrower hereby waives
presentment, demand, notice of dishonor, protest, notice of protest, and any and
all other similar notices with respect thereto, regardless of the form of any
endorsement thereof. Agent and the Lenders shall not be bound or obligated to
take any action to preserve any rights therein against prior parties thereto.

     Section 6.3. Collections and Receipt of Proceeds by Agent. Borrower hereby
constitutes and appoints Agent, or Agent's designated agent, as Borrower's
attorney-in-fact to exercise, at any time after the occurrence and during the
continuance of an Event of Default, all or any of the following powers which,
being coupled with an interest, shall be irrevocable until the complete and full
payment of all of the Secured Debt:

     (a)  to receive, retain, acquire, take, endorse, assign, deliver, accept,
and deposit, in the name of Agent or Borrower, any and all of Borrower's cash,
instruments, chattel paper, documents, Proceeds of Accounts, Proceeds of
Inventory, collection of Accounts, and any other writings relating to any of the
Collateral;

     (b)  to transmit to Account Debtors, on any or all of Borrower's Accounts,
notice of assignment thereof to Agent, for the benefit of the Lenders, and the
security interest therein of Agent, for the benefit of the Lenders, and to
request from such Account Debtors at any time, in the name of Agent or Borrower,
information concerning Borrower's Accounts and the amounts owing thereon;

     (c)  to transmit to purchasers of any or all of Borrower's Inventory,
notice of Agent's security interest therein, and to request from such purchasers
at any time, in the name of Agent or Borrower, information concerning Borrower's
Inventory and the amounts owing thereon by such purchasers;

     (d)  to notify and require Account Debtors on Borrower's Accounts and
purchasers of Borrower's Inventory to make payment of their indebtedness
directly to Agent;

     (e)  to take or bring, in the name of Agent or Borrower, all steps,
actions, suits, or proceedings deemed by Agent necessary or desirable to effect
the receipt, enforcement, and collection of the Collateral; and

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     (f)  to accept all collections in any form relating to the Collateral,
including remittances that may reflect deductions, and to deposit the same, into
Borrower's Cash Collateral Account or, at the option of Agent, to apply them as
a payment against the Loans or any other Debt in accordance with this Agreement.

     Section 6.4. Use of Inventory and Equipment. Until the exercise by Agent
and the Required Lenders of their rights under Article IX of this Agreement,
Borrower may (a) retain possession of and use its Inventory and Equipment in any
lawful manner not inconsistent with this Agreement or with the terms,
conditions, or provisions of any policy of insurance thereon; (b) sell or lease
its Inventory in the ordinary course of business; provided, however, that a sale
or lease in the ordinary course of business does not include a transfer in
partial or total satisfaction of an Indebtedness; and (c) use and consume any
raw materials or supplies, the use and consumption of which are necessary in
order to carry on Borrower's business.

                   ARTICLE VII. REPRESENTATIONS AND WARRANTIES

     Section 7.1. Corporate Existence; Subsidiaries; Foreign Qualification. Each
Company is duly organized, validly existing, and in good standing under the laws
of its state or jurisdiction of incorporation or organization and is duly
qualified and authorized to do business and is in good standing as a foreign
entity in the jurisdictions set forth opposite its name on Schedule 7.1 hereto,
which are all of the states or jurisdictions where the character of its property
or its business activities makes such qualification necessary, except where a
failure to qualify will not result in a Material Adverse Effect. Schedule 7.1
hereto sets forth, as of the Closing Date, each Subsidiary of Borrower (and
whether such Subsidiary is a Dormant Subsidiary), its state of formation, its
relationship to Borrower, including the percentage of each class of stock owned
by a Company, each Person that owns the stock or other equity interest of each
Company, the location of its chief executive offices and its principal place of
business. Borrower owns all of the equity interests of each of its Subsidiaries.
As of the Closing Date, each of the Companies designated as a "Dormant
Subsidiary" on Schedule 7.1 hereto (A) has aggregate assets of less than One
Hundred Thousand Dollars ($100,000) and aggregate investments in such Company by
the Companies of less than One Hundred Thousand Dollars ($100,000), and (B) has
no direct or indirect Subsidiaries with aggregate assets for all such
Subsidiaries of more than One Hundred Thousand Dollars ($100,000).

     Section 7.2. Corporate Authority. Each Credit Party has the right and power
and is duly authorized and empowered to enter into, execute and deliver the Loan
Documents to which it is a party and to perform and observe the provisions of
the Loan Documents. The Loan Documents to which each Credit Party is a party
have been duly authorized and approved by such Credit Party's board of directors
or other governing body, as applicable, and are the valid and binding
obligations of such Credit Party, enforceable against such Credit Party in
accordance with their respective terms. The execution, delivery and performance
of the Loan Documents will not conflict with nor result in any breach in any of
the provisions of, or constitute a default under, or result in the creation of
any Lien (other than Liens permitted under Section 5.9 hereof) upon any assets
or property of any Company under the provisions of, such Company's
Organizational Documents or any agreement.

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     Section 7.3. Compliance with Laws. Each Company:

     (a)  holds all material permits, certificates, licenses, orders,
registrations, franchises, authorizations, and other approvals from any
Governmental Authority necessary for the conduct of its business and is in
compliance with all applicable laws relating thereto;

     (b)  is in substantial compliance with all federal, state, local, or
foreign applicable statutes, rules, regulations, and orders including, without
limitation, those relating to environmental protection, occupational safety and
health, and equal employment practices; and

     (c)  is not in violation of or in default under any material agreement to
which it is a party or by which its assets are subject or bound.

     Section 7.4. Litigation and Administrative Proceedings. Except for failure
to comply with such matters which will not cause a Material Adverse Effect and
except as set forth on Schedule 7.4 hereto, there are (a) no lawsuits, actions,
investigations, or other proceedings pending or threatened against any Company,
or in respect of which any Company may have any liability, in any court or
before any Governmental Authority, arbitration board, or other tribunal, (b) no
orders, writs, injunctions, judgments, or decrees of any court or government
agency or instrumentality to which any Company is a party or by which the
property or assets of any Company are bound, or (c) no grievances, disputes, or
controversies outstanding with any union or other organization of the employees
of any Company, or threats of work stoppage, strike, or pending demands for
collective bargaining.

     Section 7.5. Title to Assets. Each Company has good title to and ownership
of all material property it purports to own, which property is free and clear of
all Liens, except those permitted under Section 5.9 hereof.

     Section 7.6. Liens and Security Interests. On and after the Closing Date,
except for Liens permitted pursuant to Section 5.9 hereof, (a) there is and will
be no U.C.C. Financing Statement outstanding covering any personal property of
any Company, other than a U.C.C. Financing Statement in favor of Agent, for the
benefit of the Lenders; (b) there is and will be no mortgage outstanding
covering any real property of any Company, other than a mortgage in favor of
Agent, for the benefit of the Lenders; and (c) no real or personal property of
any Company is subject to any security interest or Lien of any kind other than
any security interest or Lien that may be granted to Agent, for the benefit of
the Lenders. No Company has entered into any contract or agreement (other than a
contract or agreement entered into in connection with the purchase or lease of
fixed assets that prohibits Liens on such fixed assets) that exists on or after
the Closing Date that would prohibit Agent or the Lenders from acquiring a Lien
on, or a collateral assignment of, any of the property or assets of any Company.

     Section 7.7. Tax Returns. All federal, state and local tax returns and
other reports required by law to be filed in respect of the income, business,
properties and employees of each Company have been filed and all taxes,
assessments, fees and other governmental charges that are due and payable have
been paid, except as otherwise permitted herein, including obtaining

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appropriate extensions of time to file such tax returns. The provision for taxes
on the books of each Company is adequate for all years not closed by applicable
statutes and for the current fiscal year.

     Section 7.8. Environmental Laws. Each Company is in substantial compliance
with all Environmental Laws, including, without limitation, all Environmental
Laws in all jurisdictions in which any Company owns or operates, or has owned or
operated, a facility or site, arranges or has arranged for disposal or treatment
of hazardous substances, solid waste or other wastes, accepts or has accepted
for transport any hazardous substances, solid waste or other wastes or holds or
has held any interest in real property or otherwise. No material litigation or
proceeding arising under, relating to or in connection with any Environmental
Law is pending or, to the best knowledge of each Company, threatened, against
any Company, any real property in which any Company holds or has held an
ownership interest or any past or present operation of any Company. No material
release, threatened release or disposal of hazardous waste, solid waste or other
wastes is occurring, or has occurred (other than those that are currently being
cleaned up in accordance with Environmental Laws), on, under or to any real
property in which any Company holds any interest or performs any of its
operations, in violation of any Environmental Law. As used in this Section,
"litigation or proceeding" means any demand, claim, notice, suit, suit in
equity, action, administrative action, investigation or inquiry whether brought
by any Governmental Authority or private Person, or otherwise.

     Section 7.9. Locations. The Companies have places of business or maintain
their Accounts, Inventory and Equipment at the locations set forth on Schedule
7.9 hereto. Each Company's chief executive office is set forth on Schedule 7.9
hereto. Schedule 7.9 further specifies whether each location, as of the Closing
Date, (a) is owned by the Companies, or (b) is leased by a Company from a third
party, and, if leased by a Company from a third party, if a Landlord's Waiver
has been requested. Schedule 7.9 correctly identifies the name and address of
each third party location where assets of the Companies are located.

     Section 7.10. Continued Business. There exists no actual, pending, or, to
Borrower's knowledge, any threatened termination, cancellation or limitation of,
or any modification or change in the business relationship of any Company and
any customer or supplier, or any group of customers or suppliers, whose
purchases or supplies, individually or in the aggregate, are material to the
business of any Company, and, to the knowledge of Borrower, there exists no
present condition or state of facts or circumstances that would have a Material
Adverse Effect or prevent a Company from conducting such business or the
transactions contemplated by this Agreement in substantially the same manner in
which it was previously conducted.

     Section 7.11. Employee Benefits Plans. Schedule 7.11 hereto identifies each
ERISA Plan as of the Closing Date. No ERISA Event has occurred or is expected to
occur with respect to an ERISA Plan. Full payment has been made of all amounts
that a Controlled Group member is required, under applicable law or under the
governing documents, to have paid as a contribution to or a benefit under each
ERISA Plan. The liability of each Controlled Group member with respect to each
ERISA Plan has been adequately funded based upon reasonable and proper actuarial
assumptions, has been fully insured, or has been fully reserved for on its
financial statements. No changes have occurred or are expected to occur that
would cause a

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material increase in the cost of providing benefits under the ERISA Plan. With
respect to each ERISA Plan that is intended to be qualified under Code Section
401(a), (a) the ERISA Plan and any associated trust operationally comply with
the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any
associated trust have been amended to comply with all such requirements as
currently in effect, other than those requirements for which a retroactive
amendment can be made within the "remedial amendment period" available under
Code Section 401(b) (as extended under Treasury Regulations and other Treasury
pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any
associated trust have received a favorable determination letter from the
Internal Revenue Service stating that the ERISA Plan qualifies under Code
Section 401(a), that the associated trust qualifies under Code Section 501(a)
and, if applicable, that any cash or deferred arrangement under the ERISA Plan
qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at
a time for which the above-described "remedial amendment period" has not yet
expired; (d) the ERISA Plan currently satisfies the requirements of Code Section
410(b), without regard to any retroactive amendment that may be made within the
above-described "remedial amendment period"; and (e) no contribution made to the
ERISA Plan is subject to an excise tax under Code Section 4972. With respect to
any Pension Plan, the "accumulated benefit obligation" of Controlled Group
members with respect to the Pension Plan (as determined in accordance with
Statement of Accounting Standards No. 87, "Employers' Accounting for Pensions")
does not exceed the fair market value of Pension Plan assets.

     Section 7.12. Consents or Approvals. No consent, approval or authorization
of, or filing, registration or qualification with, any Governmental Authority or
any other Person is required to be obtained or completed by any Company in
connection with the execution, delivery or performance of any of the Loan
Documents, that has not already been obtained or completed.

     Section 7.13. Solvency. Borrower has received consideration that is the
reasonable equivalent value of the obligations and liabilities that Borrower has
incurred to Agent and the Lenders. Borrower is not insolvent as defined in any
applicable state, federal or relevant foreign statute, nor will Borrower be
rendered insolvent by the execution and delivery of the Loan Documents to Agent
and the Lenders. Borrower is not engaged or about to engage in any business or
transaction for which the assets retained by it are or will be an unreasonably
small amount of capital, taking into consideration the obligations to Agent and
the Lenders incurred hereunder. Borrower does not intend to, nor does it believe
that it will, incur debts beyond its ability to pay such debts as they mature.

     Section 7.14. Financial Statements. The audited Consolidated financial
statements of Borrower for the fiscal year ended October 31, 2002 and the
unaudited Consolidated financial statements of Borrower for the fiscal year
ended October 31, 2003 furnished to Agent and the Lenders, are true and complete
in all material respects, have been prepared in accordance with GAAP, and fairly
present the financial condition of the Companies as of the dates of such
financial statements and the results of their operations for the periods then
ending. Since the dates of such statements, there has been no material adverse
change in any Company's financial condition, properties or business or any
change in any Company's accounting procedures.

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     Section 7.15. Regulations. No Company is engaged principally or as one of
its important activities, in the business of extending credit for the purpose of
purchasing or carrying any "margin stock" (within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System of the United States of
America). Neither the granting of any Loan (or any conversion thereof) or Letter
of Credit nor the use of the proceeds of any Loan or Letter of Credit will
violate, or be inconsistent with, the provisions of Regulation T, U or X or any
other Regulation of such Board of Governors.

     Section 7.16. Material Agreements. Except as disclosed on Schedule 7.16
hereto, no Company is a party to any (a) debt instrument (excluding the Loan
Documents); (b) lease (capital, operating or otherwise), whether as lessee or
lessor thereunder; (c) contract, commitment, agreement, or other arrangement
involving the purchase or sale of any inventory by it, or the license of any
right to or by it; (d) contract, commitment, agreement, or other arrangement
with any of its "Affiliates" (as such term is defined in the Securities Exchange
Act of 1934, as amended) other than a Company; (e) management or employment
contract or contract for personal services with any of its Affiliates that is
not otherwise terminable at will or on less than ninety (90) days' notice
without liability; (f) collective bargaining agreement; or (g) other contract,
agreement, understanding, or arrangement with a third party that, as to
subsections (a) through (g), above, if violated, breached, or terminated for any
reason, would have or would be reasonably expected to have a Material Adverse
Effect.

     Section 7.17. Intellectual Property. Except as disclosed in Schedule 7.4
hereof, each Company owns or has the right to use all of the material patents,
patent applications, trademarks, service marks, copyrights, licenses, and rights
with respect to the foregoing necessary for the conduct of its business without
any known conflict with the rights of others.

     Section 7.18. Insurance. Each Company maintains with financially sound and
reputable insurers insurance with coverage and limits as required by law and as
is customary with Persons engaged in the same businesses as the Companies.
Schedule 7.18 hereto sets forth all insurance carried by the Companies on the
Closing Date, setting forth in detail the amount and type of such insurance.

     Section 7.19. Bank Accounts. Schedule 7.19 hereto lists all banks and other
financial institutions at which any Company maintains deposit or other accounts
as of the Closing Date, and Schedule 7.19 hereto correctly identifies the name,
address and telephone number of each depository, the name in which the account
is held, a description of the purpose of the account, and the complete account
number therefor.

     Section 7.20. Accurate and Complete Statements. Neither the Loan Documents
nor any written statement made by any Company in connection with any of the Loan
Documents contains any untrue statement of a material fact or omits a material
fact necessary to make the statements contained therein or in the Loan Documents
not misleading. After due inquiry by Borrower, there is no known fact that any
Company has not disclosed to Agent and the Lenders that has or is likely to have
a Material Adverse Effect.

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     Section 7.21. Investment Company; Holding Company. No Company is (a) an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment Company Act of 1940, as amended, or (b) subject to
regulation under the Public Utility Holding Company Act of 1935 or the Federal
Power Act, each as amended, or any foreign, federal, state or local statute or
regulation limiting its ability to incur Indebtedness.

     Section 7.22. Defaults. No Default or Event of Default exists hereunder,
nor will any begin to exist immediately after the execution and delivery hereof.

                         ARTICLE VIII. EVENTS OF DEFAULT

     Each of the following shall constitute an Event of Default hereunder:

     Section 8.1. Payments. If (a) the interest on any Loan or any commitment or
other fee shall not be paid in full punctually when due and payable or within
three Business Days thereafter, or (b) the principal of any Loan or any
obligation under any Letter of Credit shall not be paid in full when due and
payable.

     Section 8.2. Special Covenants. If any Company shall fail or omit to
perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 5.16, 5.17 or 5.20
hereof.

     Section 8.3. Other Covenants. If any Company shall fail or omit to perform
and observe any agreement or other provision (other than those referred to in
Section 8.1 or 8.2 hereof) contained or referred to in this Agreement or any
Related Writing that is on such Company's part to be complied with, and that
Default shall not have been fully corrected within thirty (30) days after the
earlier of (a) any Financial Officer of such Company becomes aware of the
occurrence thereof, or (b) the giving of written notice thereof to Borrower by
Agent or the Required Lenders that the specified Default is to be remedied.

     Section 8.4. Representations and Warranties. If any representation,
warranty or statement made in or pursuant to this Agreement or any Related
Writing or any other material information furnished by any Company to Agent or
the Lenders or any thereof or any other holder of any Note, shall be false or
erroneous in any material respect.

     Section 8.5. Cross Default. If any Company shall default in the payment of
principal or interest due and owing under any Material Indebtedness Agreement
beyond any period of grace provided with respect thereto or in the performance
or observance of any other agreement, term or condition contained in any
agreement under which such obligation is created, if the effect of such default
is to allow the acceleration of the maturity of such Indebtedness or to permit
the holder thereof to cause such Indebtedness to become due prior to its stated
maturity.

     Section 8.6. ERISA Default. The occurrence of one or more ERISA Events that
(a) the Required Lenders determine could have a Material Adverse Effect, or (b)
results in a Lien on any of the assets of any Company.

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     Section 8.7. Change in Control. If any Change in Control shall occur.

     Section 8.8. Money Judgment. A final judgment or order for the payment of
money shall be rendered against any Company by a court of competent
jurisdiction, that remains unpaid or unstayed and undischarged for a period
(during which execution shall not be effectively stayed) of thirty (30) days
after the date on which the right to appeal has expired, provided that the
aggregate of all such judgments for all such Companies shall exceed One Million
Dollars ($1,000,000).

     Section 8.9. Material Adverse Change. There shall have occurred any
condition or event that Agent or the Required Lenders determine has or is
reasonably likely to have a Material Adverse Effect.

     Section 8.10. Security. If any Lien granted in this Agreement or any other
Loan Document in favor of Agent, on behalf of the Lenders, shall be determined
to be (a) void, voidable or invalid, or is subordinated or not otherwise given
the priority contemplated by this Agreement and Borrower has failed to promptly
execute appropriate documents to correct such matters, or (b) unperfected as to
any material amount of Collateral or Real Property (as determined by Agent, in
its reasonable discretion).

     Section 8.11. Validity of Loan Documents, (a) Any material provision, in
the reasonable opinion of Agent, of any Loan Document shall at any time for any
reason cease to be valid, binding and enforceable against any Credit Party and
Borrower has failed to promptly execute appropriate documents to correct such
matters; (b) the validity, binding effect or enforceability of any Loan Document
against any Credit Party shall be contested by any Credit Party; (c) any Credit
Party shall deny that it has any or further liability or obligation under any
Loan Document; or (d) any Loan Document shall be terminated, invalidated or set
aside, or be declared ineffective or inoperative or in any way cease to give or
provide to Agent and the Lenders the benefits purported to be created thereby.
In addition to any other material Loan Documents, this Agreement, each Note and
each Guaranty of Payment shall be deemed to be "material".

     Section 8.12. Solvency of MTD. If MTD Holdings or any of its subsidiaries
(other than a Company) representing in excess of five percent (5%) of the
consolidated total assets, or generating in excess of five percent (5%) of the
consolidated total revenue, of MTD Holdings and its subsidiaries shall (a) make
a general assignment for the benefit of creditors, (b) apply for or consent to
the appointment of an interim receiver, a receiver and manager, an
administrator, sequestrator, monitor, a custodian, a trustee, an interim trustee
or liquidator of all or a substantial part of its assets or of such Person, or
(c) file a voluntary petition in bankruptcy, or file a proposal or notice of
intention to file a proposal or have an involuntary proceeding filed against it
and the same shall continue undismissed for a period of thirty (30) days from
commencement of such proceeding or case, or file a petition, or an answer or an
application or a proposal seeking reorganization or an arrangement with
creditors or seeking to take advantage of any other law (whether federal,
provincial or state, or, if applicable, other jurisdiction) relating to relief
of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed

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against it in any bankruptcy, reorganization, insolvency or other proceeding
(whether federal, provincial or state, or, if applicable, other jurisdiction)
relating to relief of debtors.

     Section 8.13. Solvency of any Company. If any Company (other than a Dormant
Subsidiary, VCS Properties, LLC or a Company described in Section 8.14 hereof)
shall engage in any of the activities or become subject to any of the conditions
described in subsections (a) through (j) of Section 8.14 hereof.

     Section 8.14. Solvency of Certain Companies. If any Company representing in
excess of five percent (5%) of the Consolidated total assets, or generating in
excess of five percent (5%) of the Consolidated total revenue, of Borrower and
its Subsidiaries shall (a) except as permitted pursuant to Section 5.12 hereof,
discontinue business, (b) generally not pay its debts as such debts become due,
(c) make a general assignment for the benefit of creditors, (d) apply for or
consent to the appointment of an interim receiver, a receiver and manager, an
administrator, sequestrator, monitor, a custodian, a trustee, an interim trustee
or liquidator of all or a substantial part of its assets or of such Company, (e)
be adjudicated a debtor or insolvent or have entered against it an order for
relief under Title 11 of the United States Code, or under any other bankruptcy
insolvency, liquidation, winding-up, corporate or similar statute or law,
foreign, federal state or provincial, in any applicable jurisdiction, now or
hereafter existing, as any of the foregoing may be amended from time to time,
(f) file a voluntary petition in bankruptcy, or file a proposal or notice of
intention to file a proposal or have an involuntary proceeding filed against it
and the same shall continue undismissed for a period of thirty (30) days from
commencement of such proceeding or case, or file a petition, or an answer or an
application or a proposal seeking reorganization or an arrangement with
creditors or seeking to take advantage of any other law (whether federal,
provincial or state, or, if applicable, other jurisdiction) relating to relief
of debtors, or admit (by answer, by default or otherwise) the material
allegations of a petition filed against it in any bankruptcy, reorganization,
insolvency or other proceeding (whether federal, provincial or state, or, if
applicable, other jurisdiction) relating to relief of debtors, (g) suffer or
permit to continue unstayed and in effect for thirty (30) consecutive days any
judgment, decree or order entered by a court of competent jurisdiction, that
approves a petition or an application or a proposal seeking its reorganization
or appoints an interim receiver, a receiver and manager, an administrator,
custodian, trustee, interim trustee or liquidator of all or a substantial part
of its assets, (h) have an administrative receiver appointed over the whole or
substantially the whole of its assets, or of such Company, (i) take, or omit to
take, any action in order thereby to effect any of the foregoing, or (j) have a
moratorium declared in respect of any of its Indebtedness, or any analogous
procedure or step is taken in any jurisdiction.

                        ARTICLE IX. REMEDIES UPON DEFAULT

     Notwithstanding any contrary provision or inference herein or elsewhere:

     Section 9.1. Optional Defaults. If any Event of Default referred to in
Section 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12 and 8.13
hereof shall occur, Agent may, with the consent of the Required Lenders, and
shall, at the request of the Required Lenders, give written notice to Borrower,
to:

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     (a)  terminate the Commitment, if not previously terminated, and,
immediately upon such election, the obligations of the Lenders, and each
thereof, to make any further Loan and the obligation of the Fronting Lender to
issue any Letter of Credit immediately shall be terminated, and/or

     (b)  accelerate the maturity of all of the Debt (if the Debt is not already
due and payable), whereupon all of the Debt shall become and thereafter be
immediately due and payable in full without any presentment or demand and
without any further or other notice of any kind, all of which are hereby waived
by Borrower.

     Section 9.2. Automatic Defaults. If any Event of Default referred to in
Section 8.14 hereof shall occur:

     (a)  all of the Commitment shall automatically and immediately terminate,
if not previously terminated, and no Lender thereafter shall be under any
obligation to grant any further Loan, nor shall the Fronting Lender be obligated
to issue any Letter of Credit, and

     (b)  the principal of and interest then outstanding on all of the Loans,
and all of the other Debt, shall thereupon become and thereafter be immediately
due and payable in full (if the Debt is not already due and payable), all
without any presentment, demand or notice of any kind, which are hereby waived
by Borrower.

     Section 9.3. Letters of Credit. If the maturity of the Debt shall be
accelerated pursuant to Section 9.1 or 9.2 hereof, Borrower shall immediately
deposit with Agent, as security for the obligations of Borrower and any
Guarantor of Payment to reimburse Agent and the Revolving Lenders for any then
outstanding Letters of Credit, cash equal to the sum of the aggregate undrawn
balance of any then outstanding Letters of Credit. Agent and the Lenders are
hereby authorized, at their option, to deduct any and all such amounts from any
deposit balances then owing by any Lender (or any affiliate of such Lender,
wherever located) to or for the credit or account of any Company, as security
for the obligations of Borrower and any Guarantor of Payment to reimburse Agent
and the Revolving Lenders for any then outstanding Letters of Credit.

     Section 9.4. Offsets. If there shall occur or exist any Event of Default
referred to in Section 8.14 hereof or if the maturity of the Debt is accelerated
pursuant to Section 9.1 or 9.2 hereof, each Lender shall have the right at any
time to set off against, and to appropriate and apply toward the payment of, any
and all Debt then owing by Borrower to such Lender (including, without
limitation, any participation purchased or to be purchased pursuant to Section
2.3, 2.4 or 9.5 hereof), whether or not the same shall then have matured, any
and all deposit (general or special) balances and all other indebtedness then
held or owing by such Lender (including, without limitation, by branches and
agencies or any affiliate of such Lender) to or for the credit or account of
Borrower or any Guarantor of Payment, all without notice to or demand upon
Borrower or any other Person, all such notices and demands being hereby
expressly waived by Borrower.

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     Section 9.5. Equalization Provision.

     (a)  Equalization Within Commitments Prior to an Equalization Event. Each
Revolving Lender agrees with the other Revolving Lenders that if it, at any
time, shall obtain any Advantage over the other Revolving Lenders, or any
thereof, in respect of the Applicable Debt (except as to Swing Loans and amounts
under Article III hereof), such Revolving Lender shall purchase from the other
Revolving Lenders, for cash and at par, such additional participation in the
Applicable Debt as shall be necessary to nullify the Advantage. Each Term A
Lender agrees with the other Term A Lenders that if it, at any time, shall
obtain any Advantage over the other Term A Lenders, or any thereof, in respect
of the Applicable Debt (except as to amounts under Article III hereof), such
Term A Lender shall purchase from the other Term A Lenders, for cash and at par,
such additional participation in the Applicable Debt as shall be necessary to
nullify the Advantage. Each Term B Lender agrees with the other Term B Lenders
that if it, at any time, shall obtain any Advantage over the other Term B
Lenders, or any thereof, in respect of the Applicable Debt (except as to amounts
under Article III hereof), such Term B Lender shall purchase from the other Term
B Lenders, for cash and at par, such additional participation in the Applicable
Debt as shall be necessary to nullify the Advantage.

     (b)  Equalization Between Commitments After an Equalization Event. After
the occurrence of an Equalization Event, each Lender agrees with the other
Lenders that if such Lender, at any time, shall obtain any Advantage over the
other Lenders or any thereof determined in respect of the Debt (including Swing
Loans but excluding amounts under Article III hereof) then outstanding, such
Lender shall purchase from the other Lenders, for cash and at par, such
additional participation in the Debt as shall be necessary to nullify the
Advantage in respect of the Debt. For purposes of determining whether or not,
after the occurrence of an Equalization Event, an Advantage in respect of the
Debt shall exist, Agent shall, as of the date that the Equalization Event
occurs:

          (i)  add the Revolving Credit Exposure and the Term Loan Exposure to
     determine the equalization maximum amount (the "Equalization Maximum
     Amount"); and

          (ii) determine an equalization percentage (the "Equalization
     Percentage") for each Lender by dividing the aggregate amount of its Lender
     Credit Exposure by the Equalization Maximum Amount.

After the date of an Equalization Event, Agent shall determine whether an
Advantage exists among the Lenders by using the Equalization Percentage. Such
determination shall be conclusive absent manifest error.

     (c)  Recovery of Amount. If any such Advantage resulting in the purchase of
an additional participation as set forth in subsections (a) or (b) hereof shall
be recovered in whole or in part from the Lender receiving the Advantage, each
such purchase shall be rescinded, and the purchase price restored (but without
interest unless the Lender receiving the Advantage is required to pay interest
on the Advantage to the Person recovering the Advantage from such Lender)
ratably to the extent of the recovery.

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     (d)  Application and Sharing of Set-Off Amounts. Each Lender further agrees
with the other Lenders that, if it at any time shall receive any payment for or
on behalf of Borrower on any Indebtedness owing by Borrower to that Lender
(whether by voluntary payment, by realization upon security, by reason of offset
of any deposit or other Indebtedness, by counterclaim or cross action, by
enforcement of any right under any Loan Document, or otherwise), it shall apply
such payment first to any and all Indebtedness owing by Borrower to that Lender
pursuant to this Agreement (including, without limitation, any participation
purchased or to be purchased pursuant to this Section or any other Section of
this Agreement). Each Credit Party agrees that any Lender so purchasing a
participation from the other Lenders, or any thereof, pursuant to this Section
9.5 may exercise all of its rights of payment (including the right of set-off)
with respect to such participation as fully as if such Lender were a direct
creditor of such Credit Party in the amount of such participation.

     Section 9.6. Collateral. Upon the occurrence and during the continuance of
an Event of Default, Agent, on behalf of the Required Lenders, shall have the
rights and remedies of a secured party under the Ohio Revised Code as in effect
from time to time, in addition to the rights and remedies of a secured party
provided elsewhere within this Agreement, in any other Related Writing executed
by Borrower or otherwise provided in law or equity. Agent may require Borrower
to assemble the Collateral, which Borrower agrees to do, and make it available
to Agent and the Lenders at a reasonably convenient place to be designated by
Agent. Agent may, with or without notice to or demand upon Borrower and with or
without the aid of legal process, make use of such force as may be necessary to
enter any premises where the Collateral, or any thereof, may be found and to
take possession thereof (including anything found in or on the Collateral that
is not specifically described in this Agreement, each of which findings shall be
considered to be an accession to and a part of the Collateral) and for that
purpose may pursue the Collateral wherever the same may be found, without
liability for trespass or damage caused thereby to Borrower. After any delivery
or taking of possession of the Collateral, or any thereof, pursuant to this
Agreement, then, with or without resort to Borrower personally or any other
Person or property, all of which Borrower hereby waives, and upon such terms and
in such manner as Agent may deem advisable, Agent, in its discretion, may sell,
assign, transfer and deliver any of the Collateral at any time, or from time to
time. No prior notice need be given to Borrower or to any other Person in the
case of any sale of Collateral that Agent determines to be perishable or to be
declining speedily in value or that is customarily sold in any recognized
market, but in any other case Agent shall give Borrower not fewer than ten days'
prior notice of either the time and place of any public sale of the Collateral
or of the time after which any private sale or other intended disposition
thereof is to be made. Borrower waives advertisement of any such sale and
(except to the extent specifically required by the preceding sentence) waives
notice of any kind in respect of any such sale. At any such public sale, Agent
or the Lenders may purchase the Collateral, or any part thereof, free from any
right of redemption, all of which rights Borrower hereby waives and releases.
After deducting all Related Expenses, and after paying all claims, if any,
secured by Liens having precedence over this Agreement, Agent may apply the net
proceeds of each such sale to or toward the payment of the Secured Debt, whether
or not then due, in such order and by such division as Agent, in its sole
discretion, may deem advisable. Any excess, to the extent permitted by law,
shall be paid to Borrower, and Borrower

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shall remain liable for any deficiency. In addition, Agent shall at all times
have the right to obtain new appraisals of Borrower or the collateral, the cost
of which shall be paid by Borrower.

     Section 9.7. Other Remedies. The remedies in this Article IX are in
addition to, not in limitation of, any other right, power, privilege, or remedy,
either in law, in equity, or otherwise, to which the Lenders may be entitled.
Agent shall exercise the rights under this Article IX and all other collection
efforts on behalf of the Lenders and no Lender shall act independently with
respect thereto, except as otherwise specifically set forth in this Agreement.

     Section 9.8. Application of Proceeds. After the exercise by Agent, on
behalf of the Required Lenders, of remedies under this Agreement or the other
Loan Documents, all monies received by Agent shall be applied, unless otherwise
required by the terms of the other Loan Documents or by applicable law, as
follows:

     (a)  first, to the payment of all obligations (to the extent not paid by
Borrower) incurred by Agent pursuant to Section 11.5 hereof and to the payment
of Related Expenses;

     (b)  second, to the payment pro rata of (i) interest then accrued and
payable on the outstanding Loans, (ii) any fees then accrued and payable to
Agent, and (iii) any fees then accrued and payable to any Fronting Lender or the
holders of the Letter of Credit Commitment in respect of the Letter of Credit
Exposure;

     (c)  third, (i) to the Lenders, on a pro rata basis, based upon each such
Lender's Overall Commitment Percentage; provided that the amounts payable in
respect of the Letter of Credit Exposure shall be held and applied by Agent as
security for the reimbursement obligations in respect thereof, and, if any
Letter of Credit shall expire without being drawn, then the amount with respect
to such Letter of Credit shall be distributed to the Lenders, on a pro rata
basis in accordance with this subsection (c), and (ii) the Indebtedness under
any Hedge Agreement, such amount to be based upon the net termination obligation
of Borrower under such Hedge Agreement; with such payment to be pro rata between
(i) and (ii) hereof; and

     (d)  finally, any remaining surplus after all of the Secured Debt has been
paid in full, to Borrower or to whomsoever shall be lawfully entitled thereto.

                              ARTICLE X. THE AGENT

     The Lenders authorize LaSalle Bank National Association and LaSalle Bank
National Association hereby agrees to act as agent for the Lenders in respect of
this Agreement upon the terms and conditions set forth elsewhere in this
Agreement, and upon the following terms and conditions:

     Section 10.1. Appointment and Authorization. Each Lender hereby irrevocably
appoints and authorizes Agent to take such action as agent on its behalf and to
exercise such powers hereunder as are delegated to Agent by the terms hereof,
together with such powers as are reasonably incidental thereto. Neither Agent
nor any of its affiliates, directors, officers,

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attorneys or employees shall (a) be liable for any action taken or not taken by
it or them hereunder or in connection herewith, except for its or their own
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction), or be responsible in any manner to any of the Lenders for the
effectiveness, enforceability, genuineness, validity or due execution of this
Agreement or any other Loan Documents, (b) be under any obligation to any of the
Lenders to ascertain or to inquire as to the performance or observance or any of
the terms, covenants or conditions hereof or thereof on the part of Borrower or
any Company, or the financial condition of Borrower or any Company, or (c) be
liable to any of the Companies for consequential damages resulting from any
breach of contract, tort or other wrong in connection with the negotiation,
documentation, administration or collection of the Loans, Letters of Credit or
any of the Loan Documents.

     Section 10.2. Note Holders. Agent may treat the payee of any Note as the
holder thereof (or, if there is no Note, the holder of the interest as reflected
on the books and records of Agent) until written notice of transfer shall have
been filed with it, signed by such payee and in form satisfactory to Agent.

     Section 10.3. Consultation With Counsel. Agent may consult with legal
counsel selected by it and shall not be liable for any action taken or suffered
in good faith by it in accordance with the opinion of such counsel.

     Section 10.4. Documents. Agent shall not be under any duty to examine into
or pass upon the validity, effectiveness, genuineness or value of any Loan
Document or any other Related Writing furnished pursuant hereto or in connection
herewith or the value of any collateral obtained hereunder, and Agent shall be
entitled to assume that the same are valid, effective and genuine and what they
purport to be.

     Section 10.5. Agent and Affiliates. With respect to the Loans and Letters
of Credit, Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not Agent, and Agent and its
affiliates may accept deposits from, lend money to and generally engage in any
kind of business with any Company or any Affiliate.

     Section 10.6. Knowledge of Default. It is expressly understood and agreed
that Agent shall be entitled to assume that no Default or Event of Default has
occurred, unless Agent has been notified by a Lender in writing that such Lender
believes that a Default or Event of Default has occurred and is continuing and
specifying the nature thereof or has been notified by Borrower pursuant to
Section 5.14 hereof.

     Section 10.7. Action by Agent. Subject to the other terms and conditions
hereof, so long as Agent shall be entitled, pursuant to Section 10.6 hereof, to
assume that no Default or Event of Default shall have occurred and be
continuing, Agent shall be entitled to use its discretion with respect to
exercising or refraining from exercising any rights that may be vested in it by,
or with respect to taking or refraining from taking any action or actions that
it may be able to take under or in respect of, this Agreement. Agent shall incur
no liability under or in respect of this Agreement by acting upon any notice,
certificate, warranty or other paper or instrument believed by it to be genuine
or authentic or to be signed by the proper party or parties, or with respect to

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anything that it may do or refrain from doing in the reasonable exercise of its
judgment, or that may seem to it to be necessary or desirable in the premises.

     Section 10.8. Release of Collateral or Guarantor of Payment. In the event
of a sale of assets permitted by Section 5.12 hereof (or otherwise permitted
pursuant to this Agreement) where the proceeds of such sale or sales are applied
in accordance with the terms of this Agreement to the extent required to be so
applied, Agent, at the request and expense of Borrower, is hereby authorized by
the Lenders to (a) release such Collateral or Real Property from this Agreement,
(b) release a Guarantor of Payment in connection with an asset sale permitted
hereunder, and (c) duly assign, transfer and deliver to the affected Company
(without recourse and without any representation or warranty) such Collateral or
Real Property as is then (or has been) so sold or released and as may be in
possession of Agent and has not theretofore been released pursuant to this
Agreement.

     Section 10.9. Notice of Default. In the event that Agent shall have
acquired actual knowledge of any Default or Event of Default, Agent shall
promptly notify the Lenders and shall take such action and assert such rights
under this Agreement as the Required Lenders shall direct and Agent shall inform
the other Lenders in writing of the action taken. Agent may take such action and
assert such rights as it deems to be advisable, in its discretion, for the
protection of the interests of the Lenders.

     Section 10.10. Indemnification of Agent. The Lenders agree to indemnify
Agent (to the extent not reimbursed by Borrower) ratably, according to their
respective Overall Commitment Percentages, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including attorneys' fees) or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by or asserted against Agent
in its capacity as agent in any way relating to or arising out of this Agreement
or any Loan Document or any action taken or omitted by Agent with respect to
this Agreement or any Loan Document, provided that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including attorneys' fees) or
disbursements resulting from Agent's gross negligence or willful misconduct as
determined by a court of competent jurisdiction, or from any action taken or
omitted by Agent in any capacity other than as agent under this Agreement or any
other Loan Document.

     Section 10.11. Successor Agent. Agent may resign as agent hereunder by
giving not fewer than thirty (30) days prior written notice to Borrower and the
Lenders. If Agent shall resign under this Agreement, then either (a) the
Required Lenders shall appoint from among the Lenders a successor agent for the
Lenders (with the consent of Borrower so long as an Event of Default has not
occurred and which consent shall not be unreasonably withheld), or (b) if a
successor agent shall not be so appointed and approved within the thirty (30)
day period following Agent's notice to the Lenders of its resignation, then
Agent shall appoint a successor agent that shall serve as agent until such time
as the Required Lenders appoint a successor agent. Upon its appointment, such
successor agent shall succeed to the rights, powers and duties as agent, and the
term "Agent" shall mean such successor effective upon its appointment, and the
former agent's rights, powers and duties as agent shall be terminated without
any other or further act or deed on the part of such former agent or any of the
parties to this Agreement.

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     Section 10.12. Other Agents. As used in this Agreement, the term "Agent"
shall only include Agent. Neither the Co-Lead Arranger nor the Documentation
Agent or any other agent (other than Agent) shall have any rights, obligations
or responsibilities hereunder in such capacity; provided that the Co-Lead
Arranger, when acting in its capacity as co-lead arranger and syndication agent,
shall have the right to be indemnified by Borrower and the Lenders in the same
manner as Agent has the right to be indemnified.

                            ARTICLE XI. MISCELLANEOUS

     Section 11.1. Lenders' Independent Investigation. Each Lender, by its
signature to this Agreement, acknowledges and agrees that Agent has made no
representation or warranty, express or implied, with respect to the
creditworthiness, financial condition, or any other condition of any Company or
with respect to the statements contained in any information memorandum furnished
in connection herewith or in any other oral or written communication between
Agent and such Lender. Each Lender represents that it has made and shall
continue to make its own independent investigation of the creditworthiness,
financial condition and affairs of the Companies in connection with the
extension of credit hereunder, and agrees that Agent has no duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto (other than such
notices as may be expressly required to be given by Agent to the Lenders
hereunder), whether coming into its possession before the first Credit Event
hereunder or at any time or times thereafter.

     Section 11.2. No Waiver; Cumulative Remedies. No omission or course of
dealing on the part of Agent, any Lender or the holder of any Note in exercising
any right, power or remedy hereunder or under any of the Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy hereunder or under any of the
Loan Documents. The remedies herein provided are cumulative and in addition to
any other rights, powers or privileges held by operation of law, by contract or
otherwise.

     Section 11.3. Amendments, Waivers and Consents.

     (a)  General Rule. Subject to subsection (b) of this Section, no amendment,
modification, termination, or waiver of any provision of any Loan Document nor
consent to any variance therefrom, shall be effective unless the same shall be
in writing and signed by the Required Lenders and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

     (b)  Exceptions to General Rule. Notwithstanding subsection (a) of this
Section 11.3:

          (i)   Unanimous Consent. Unanimous consent of the Lenders (subject to
     subsection (ii) of this Section 11.3(b)) shall be required with respect to
     (A) any increase in the Commitment hereunder (except as specified in
     Section 2.13(b) hereof), (B) the extension of (1) the maturity of the Notes
     or the Term Loan B, (2) the payment date of

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     interest or any scheduled principal payment, or (3) the date of payment of
     fees payable hereunder, (C) any reduction in the rate of interest on the
     Loans (provided that the institution of the Default Rate and a subsequent
     removal of the Default Rate shall not constitute a decrease in interest
     rate of this Section), or in any amount of interest or scheduled principal
     due on any Loan, or the payment of fees hereunder, (D) any change in the
     manner of pro rata application of any payments made by Borrower to the
     Lenders hereunder, (E) any change in any percentage voting requirement,
     voting rights, or the Required Lenders definition in this Agreement, (F)
     the release of any Guarantor of Payment with assets in excess of Five
     Million Dollars ($5,000,000) except in connection with a merger or sale of
     assets permitted pursuant to Section 5.12 hereof, (G) the release of all or
     substantially all of the collateral securing the Debt, or (H) any amendment
     to this Section 11.3 or Section 9.5 hereof.

          (ii)  Specific Commitments. Agent and the applicable Lenders of any
     Specific Commitment shall have the right to increase such Specific
     Commitment, decrease the interest rate on or fees payable with respect to
     such Specific Commitment, and extend the maturity of or decrease the amount
     of scheduled payments on such Specific Commitment, without the consent of
     any other Lenders.

          (iii) Modification of Financial Covenants. Until such time as the
     Leverage Ratio is equal to or greater than 2.00 to 1.00, the consent of the
     Required Supermajority Lenders shall be required to amend or waive the
     provisions of Section 5.7 hereof. Thereafter, the consent of the Required
     Lenders shall be required to amend or waive the provisions of Section 5.7
     hereof.

     (c)  Replacement of Non-Consenting Lender. If, in connection with any
proposed amendment, waiver or consent hereunder, (i) the consent of all Lenders
or Required Supermajority Lenders is required, but only the consent of Required
Lenders is obtained, or (ii) the consent of Required Lenders is required, but
the consent of Lenders holding fifty-one percent (51%) or more is not obtained
(any Lender withholding consent as described in subsection (a) and (b) hereof
being referred to as a "Non-Consenting Lender"), then, so long as Agent is not
the Non-Consenting Lender, Agent may, at the sole expense of Borrower, upon
notice to such Non-Consenting Lender and Borrower, require such Non-Consenting
Lender to assign and delegate, without recourse (in accordance with the
restrictions contained in Section 11.10 hereof) all of its interests, rights and
obligations under this Agreement to an Eligible Transferee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that such Non-Consenting Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from such Eligible Transferee (to the extent of such outstanding principal and
accrued interest and fees) or Borrower (in the case of all other amounts,
including any breakage compensation under Article III hereof).

     (d)  Generally. Each Lender shall be bound by any amendment, waiver or
consent obtained as authorized by this Section 11.3, regardless of such Lender's
failure to agree thereto. Notice of amendments, waivers or consents ratified by
the Lenders hereunder shall be forwarded by Agent to Borrower and all of the
Lenders.

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     Section 11.4. Notices. All notices, requests, demands and other
communications provided for hereunder shall be in writing and, if to Borrower,
mailed or delivered to it, addressed to it at the address specified on the
signature pages of this Agreement, if to a Lender, mailed or delivered to it,
addressed to the address of such Lender specified on the signature pages of this
Agreement, or, as to each party, at such other address as shall be designated by
such party in a written notice to each of the other parties. All notices,
statements, requests, demands and other communications provided for hereunder
shall be deemed to be given or made when delivered or two Business Days after
being deposited in the mails with postage prepaid by registered or certified
mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation
of receipt, except that notices from Borrower to Agent or the Lenders pursuant
to any of the provisions hereof shall not be effective until received by Agent
or the Lenders, as the case may be.

     Section 11.5. Costs, Expenses and Taxes. Borrower agrees to pay on demand
all reasonable costs and expenses of Agent and all Related Expenses, including,
but not limited to, (a) reasonable syndication, administration, travel and
out-of-pocket expenses, including but not limited to attorneys' fees and
expenses, of Agent and Co-Lead Arranger in connection with the preparation,
negotiation and closing of the Loan Documents and the administration of the Loan
Documents, the collection and disbursement of all funds hereunder and the other
instruments and documents to be delivered hereunder, (b) reasonable
extraordinary expenses of Agent in connection with the administration of the
Loan Documents and the other instruments and documents to be delivered
hereunder, and (c) the reasonable fees and out-of-pocket expenses of special
counsel for Agent, with respect to the foregoing, and of local counsel, if any,
who may be retained by said special counsel with respect thereto. Borrower also
agrees to pay on demand all reasonable costs and expenses of Agent and the
Lenders, including reasonable attorneys' fees, in connection with the
restructuring or enforcement of the Debt, this Agreement or any Related Writing.
In addition, Borrower shall pay any and all stamp and other taxes and fees
payable or determined to be payable in connection with the execution and
delivery of the Loan Documents, and the other instruments and documents to be
delivered hereunder, and agrees to hold Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay in
paying or failure to pay such taxes or fees.

     Section 11.6. Indemnification. Borrower agrees to defend, indemnify and
hold harmless Agent, Co-Lead Arranger and the Lenders (and their respective
affiliates, officers, directors, attorneys, agents and employees) from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including attorneys' fees) or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by or asserted against Agent or any Lender in connection with any investigative,
administrative or judicial proceeding (whether or not such Lender or Agent shall
be designated a party thereto) or any other claim by any Person relating to or
arising out of any Loan Document or any actual or proposed use of proceeds of
the Loans or any of the Debt, or any activities of any Company or its
Affiliates; provided that no Lender nor Agent or Co-Lead Arranger shall have the
right to be indemnified under this Section 11.6 for its own gross negligence or
willful misconduct, as determined by a court of competent jurisdiction. All
obligations provided for in this Section 11.6 shall survive any termination of
this Agreement.

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     Section 11.7. Obligations Several; No Fiduciary Obligations. The
obligations of the Lenders hereunder are several and not joint. Nothing
contained in this Agreement and no action taken by Agent or the Lenders pursuant
hereto shall be deemed to constitute Agent or the Lenders a partnership,
association, joint venture or other entity. No default by any Lender hereunder
shall excuse the other Lenders from any obligation under this Agreement; but no
Lender shall have or acquire any additional obligation of any kind by reason of
such default. The relationship between Borrower and the Lenders with respect to
the Loan Documents and the Related Writings is and shall be solely that of
debtor and creditors, respectively, and neither Agent nor any Lender shall have
any fiduciary obligation toward any Credit Party with respect to any such
documents or the transactions contemplated thereby.

     Section 11.8. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts and by facsimile signature, each of which counterparts when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.

     Section 11.9. Binding Effect; Borrower's Assignment. This Agreement shall
become effective when it shall have been executed by Borrower, Agent and each
Lender and thereafter shall be binding upon and inure to the benefit of
Borrower, Agent and each of the Lenders and their respective successors and
assigns, except that Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of Agent and
all of the Lenders.

     Section 11.10. Lender Assignments.

     (a)  Assignments of Commitments. Each Lender shall have the right, at any
time or times, to assign to an Eligible Transferee (other than to a Lender that
shall not be in compliance with this Agreement), without recourse, all or a
percentage of all of the following: (i) such Lender's Commitment, (ii) all Loans
made by that Lender, (iii) such Lender's Notes, and (iv) such Lender's interest
in any Letter of Credit or Swing Loan, and any participation purchased pursuant
to Section 2.3, 2.4 or 9.5 hereof.

     (b)  Prior Consent. No assignment may be consummated pursuant to this
Section 11.10 without the prior written consent of Borrower and Agent, which
consent of Borrower and Agent shall not be unreasonably withheld; provided,
however, that (i) Borrower's consent shall not be required if, at the time of
the proposed assignment, any Default or Event of Default shall then exist: (ii)
no consent of Borrower or Agent shall be required with respect to an assignment
by any Lender that is a financial institution to any affiliate of such Lender,
which affiliate is an Eligible Transferee and either wholly-owned by a Lender or
is wholly-owned by a Person that wholly owns, either directly or indirectly,
such Lender; and (iii) Borrower's consent shall not be required with respect to
the assignment of an interest in the Term Loan B owned by a Lender that is a
fund that invests in banks loans to any other fund that invests in bank loans so
long as the assignee is an Eligible Transferee and is advised or managed by the
same investment advisor as such Lender (or by an affiliate of such investment
advisor). Anything herein to the contrary notwithstanding, any Lender that is a
financial institution may at any time make a collateral

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assignment of all or any portion of its rights under the Loan Documents to a
Federal Reserve Bank, and any Lender that is an investment fund may at any time
make a collateral assignment of all or any portion of its rights under the Loan
Documents to its trustee in support of its obligations to such trustee;
provided, however, that (A) as between Borrower and such Lender, no such
assignment shall release such Lender from its obligations hereunder, and (B) in
no event shall such Federal Reserve Bank or trustee be considered to be a
"Lender" or be entitled to require the assigning Lender to take or omit to take
any action hereunder.

     (c)  Minimum Amount. Each such assignment shall be in a minimum amount of
the lesser of One Million Dollars ($1,000,000) of the assignor's Commitment and
interest herein or the entire amount of the assignor's Commitment and interest
herein.

     (d)  Assignment Fee. Unless the assignment shall be due to merger of the
assignor or for regulatory purposes, either the assignor or the assignee shall
remit to Agent, for its own account, an administrative fee of Three Thousand
Five Hundred Dollars ($3,500).

     (e)  Assignment Agreement. Unless the assignment shall be due to merger of
the assignor or a collateral assignment for regulatory purposes, the assignor
shall (i) cause the assignee to execute and deliver to Borrower and Agent an
Assignment Agreement, and (ii) execute and deliver, or cause the assignee to
execute and deliver, as the case may be, to Agent such additional amendments,
assurances and other writings as Agent may reasonably require.

     (f)  Non-U.S. Assignee. If the assignment is to be made to an assignee that
is organized under the laws of any jurisdiction other than the United States or
any state thereof, the assignor Lender shall cause such assignee, at least five
Business Days prior to the effective date of such assignment, (i) to represent
to the assignor Lender (for the benefit of the assignor Lender, Agent and
Borrower) that under applicable law and treaties no taxes will be required to be
withheld by Agent, Borrower or the assignor with respect to any payments to be
made to such assignee in respect of the Loans hereunder, (ii) to furnish to the
assignor Lender (and, in the case of any assignee registered in the Register (as
defined below), Agent and Borrower) either (A) U.S. Internal Revenue Service
Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or (B) United States
Internal Revenue Service Form W-8 or W-9, as applicable (wherein such assignee
claims entitlement to complete exemption from U.S. federal withholding tax on
all interest payments hereunder), and (iii) to agree (for the benefit of the
assignor, Agent and Borrower) to provide to the assignor Lender (and, in the
case of any assignee registered in the Register, to Agent and Borrower) a new
Form W-8ECI or Form W-8BEN or Form W-8 or W-9, as applicable, upon the
expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable U.S. laws and regulations and
amendments duly executed and completed by such assignee, and to comply from time
to time with all applicable U.S. laws and regulations with regard to such
withholding tax exemption.

     (g)  Deliveries by Borrower. Upon satisfaction of all applicable
requirements specified in subsections (a) through (f) above, Borrower shall
execute and deliver (i) to Agent, the assignor and the assignee, any consent or
release (of all or a portion of the obligations of the assignor) required to be
delivered by Borrower in connection with the Assignment Agreement, and (ii) to
the assignee and the assignor, if applicable, an appropriate Note or Notes.
After

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delivery of the new Note or Notes, the assignor's Note or Notes being replaced
shall be returned to Borrower marked "replaced".

     (h)  Effect of Assignment. Upon satisfaction of all applicable requirements
set forth in subsections (a) through (g) above, and any other condition
contained in this Section 11.10, (i) the assignee shall become and thereafter be
deemed to be a "Lender" for the purposes of this Agreement, (ii) the assignor
shall be released from its obligations hereunder to the extent that its interest
has been assigned, (iii) in the event that the assignor's entire interest has
been assigned, the assignor shall cease to be and thereafter shall no longer be
deemed to be a "Lender" and (iv) the signature pages hereto and Schedule 1
hereto shall be automatically amended, without further action, to reflect the
result of any such assignment.

     (i)  Agent to Maintain Register. Agent shall maintain at the address for
notices referred to in Section 11.4 hereof a copy of each Assignment Agreement
delivered to it and a register (the "Register") for the recordation of the names
and addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender from time to time. The entries in the Register shall
be conclusive, in the absence of manifest error, and Borrower, Agent and the
Lenders may treat each Person whose name is recorded in the Register as the
owner of the Loan recorded therein for all purposes of this Agreement. The
Register shall be available for inspection by Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

     Section 11.11. Sale of Participations. Any Lender may, in the ordinary
course of its commercial banking business and in accordance with applicable law,
at any time sell participations to one or more Eligible Transferees (each a
"Participant") in all or a portion of its rights or obligations under this
Agreement and the other Loan Documents (including, without limitation, all or a
portion of the Commitment and the Loans and participations owing to it and the
Note held by it); provided, that:

     (a)  any such Lender's obligations under this Agreement and the other Loan
Documents shall remain unchanged;

     (b)  such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations;

     (c)  the parties hereto shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under this
Agreement and each of the other Loan Documents;

     (d)  such Participant shall be bound by the provisions of Section 9.5
hereof, and the Lender selling such participation shall obtain from such
Participant a written confirmation of its agreement to be so bound; and

     (e)  no Participant (unless such Participant is itself a Lender) shall be
entitled to require such Lender to take or refrain from taking action under this
Agreement or under any

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other Loan Document, except that such Lender may agree with such Participant
that such Lender will not, without such Participant's consent, take action of
the type described as follows:

          (i)   increase the portion of the participation amount of any
     Participant over the amount thereof then in effect, or extend the
     Commitment Period, without the written consent of each Participant affected
     thereby; or

          (ii)  reduce the principal amount of or extend the time for any
     payment of principal of any Loan, or reduce the rate of interest or extend
     the time for payment of interest on any Loan, or reduce the commitment fee,
     without the written consent of each Participant affected thereby.

Borrower agrees that any Lender that sells participations pursuant to this
Section 11.11 shall still be entitled to the benefits of Article III hereof,
notwithstanding any such transfer; provided, however, that the obligations of
Borrower shall not increase as a result of such transfer and Borrower shall have
no obligation to any Participant.

     Section 11.12. Severability of Provisions; Captions; Attachments. Any
provision of this Agreement that shall be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction. The several captions to Sections and subsections
herein are inserted for convenience only and shall be ignored in interpreting
the provisions of this Agreement. Each schedule or exhibit attached to this
Agreement shall be incorporated herein and shall be deemed to be a part hereof.

     Section 11.13. Investment Purpose. Each of the Lenders represents and
warrants to Borrower that it is entering into this Agreement with the present
intention of acquiring any Note issued pursuant hereto for investment purposes
only and not for the purpose of distribution or resale, it being understood,
however, that each Lender shall at all times retain full control over the
disposition of its assets.

     Section 11.14. Confidentiality. Agent and each Lender shall hold all
Confidential Information in accordance with the customary procedures of Agent or
such Lender for handling confidential information of this nature, and in
accordance with safe and sound banking practices. Notwithstanding the foregoing,
Agent or any Lender may in any event make disclosures of, and furnish copies of
Confidential Information (a) to another agent under this Agreement or another
Lender; (b) when reasonably required by any bona fide transferee or participant
in connection with the contemplated transfer of any Loans or Commitment or
participation therein (provided that each such prospective transferee or
participant shall execute an agreement for the benefit of Borrower with such
prospective transferor Lender or participant containing provisions substantially
identical to those contained in this Section 11.14); (c) to the parent
corporation or other affiliates of Agent or such Lender, and to their respective
auditors and attorneys; and (d) as required or requested by any governmental
agency or representative thereof, or pursuant to legal process, provided, that,
unless specifically prohibited by applicable law or court order, Agent or such
Lender, as applicable, shall notify the chief financial officer of Borrower of
any request by

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any governmental agency or representative thereof (other than any such request
in connection with an examination of the financial condition of Agent or such
Lender by such governmental agency), and of any other request pursuant to legal
process, for disclosure of any such non-public information prior to disclosure
of such Confidential Information. In no event shall Agent or any Lender be
obligated or required to return any materials furnished by or on behalf of any
Company. Borrower hereby agrees that the failure of Agent or any Lender to
comply with the provisions of this Section 11.14 shall not relieve Borrower of
any of the obligations to Agent and the Lenders under this Agreement and the
other Loan Documents.

     Section 11.15. Entire Agreement. This Agreement, any Note and any other
Loan Document or other agreement, document or instrument attached hereto or
executed on or as of the Closing Date integrate all of the terms and conditions
mentioned herein or incidental hereto and supersede all oral representations and
negotiations and prior writings with respect to the subject matter hereof.

     Section 11.16. Legal Representation of Parties. The Loan Documents were
negotiated by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring this Agreement or any
other Loan Document to be construed or interpreted against any party shall not
apply to any construction or interpretation hereof or thereof.

     Section 11.17. Warrant of Attorney. Borrower authorizes any attorney at law
at any time or times after the maturity hereof (whether maturity occurs by lapse
of time or by acceleration) to appear in any state or federal court of record in
the United States of America, to waive the issuance and service of process, to
admit the maturity of this Agreement or any Note and the nonpayment thereof when
due, to confess judgment for the amount then appearing due, together with
interest and costs of suit, and thereupon to release all errors and to waive all
rights of appeal and stay of execution. The foregoing warrant of attorney shall
survive any judgment, and, if any judgment be vacated for any reason, the
foregoing warrant of attorney may be used to obtain an additional judgment or
judgments against Borrower. Borrower agrees that Agent's attorney may confess
judgment pursuant to the foregoing warrant of attorney. Borrower further agrees
that the attorney confessing judgment pursuant to the foregoing warrant of
attorney may receive a legal fee or other compensation from Agent or the
Lenders.

     Section 11.18. Governing Law; Submission to Jurisdiction. This Agreement,
each of the Notes and any Related Writing shall be governed by and construed in
accordance with the laws of the State of Ohio and the respective rights and
obligations of Borrower, Agent, and the Lenders shall be governed by Ohio law,
without regard to principles of conflict of laws. Borrower hereby irrevocably
submits to the non-exclusive jurisdiction of any Ohio state or federal court
sitting in Cleveland, Ohio, over any action or proceeding arising out of or
relating to this Agreement, the Debt or any Related Writing, and Borrower hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such Ohio state or federal court. Borrower, on behalf
of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent
permitted by law, any objection it may now or hereafter have to the laying of
venue in any action or proceeding in any such court as well as any right it may
now or hereafter have to remove such action or proceeding, once commenced, to
another court on the

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grounds of FORUM NON CONVENIENS or otherwise. Borrower agrees that a final,
nonappealable 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.

                  [Remainder of page left intentionally blank]

10930831.14

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     Section 11.19. JURY TRIAL WAIVER. TO THE EXTENT PERMITTED BY LAW, BORROWER,
AGENT AND EACH LENDER WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER,
AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR
MODIFY AGENT'S OR ANY LENDER'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY
CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE LENDERS, OR ANY
THEREOF.

     IN WITNESS WHEREOF, the parties have executed and delivered this Credit
Agreement in Cleveland, Ohio as of the date first set forth above.


Address:  5389 West 130/th/ Street          SHILOH INDUSTRIES, INC.
          Cleveland, Ohio 44130
          Attn: Chief Financial Officer
                                            By: /s/ Stephen E. Graham
                                               ---------------------------------
                                            Name:  Stephen E. Graham
                                                 -------------------------------
                                            Title: Chief Financial Officer
                                                  ------------------------------


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                 Signature Page
                         1 of 3 of the Credit Agreement

<PAGE>

Address: 135 S. LaSalle Street,          LASALLE BANK NATIONAL ASSOCIATION,
         Suite 1425                       as Agent and as a Lender
         Chicago, Illinois 60603
         Attn: Commercial Lending
                                         By: /s/ Robert M. Walker
                                            ------------------------------------
                                         Name: Robert M. Walker
                                              ----------------------------------
                                         Title: VP
                                               ---------------------------------


Address: 1900 East Ninth Street,         NATIONAL CITY BANK,
         7th Floor                        as Co-Lead Arranger and as a Lender
         Cleveland, Ohio 44114
         Attn: Large Corporate Lending
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 127 Public Square               KEYBANK NATIONAL ASSOCIATION,
         Cleveland, Ohio 44114            as Documentation Agent and as a Lender
         Attn: Institutional Banking

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


Address: 525 William Penn Place          CITIZENS BANK OF PENNSYLVANIA
         153-2910
         Pittsburgh, Pennsylvania 15219
         Attn: Commercial Banking        By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                 Signature Page
                         2 of 3 of the Credit Agreement

<PAGE>

Address: 135 S. LaSalle Street,          LASALLE BANK NATIONAL ASSOCIATION,
         Suite 1425                       as Agent and as a Lender
         Chicago, Illinois 60603
         Attn: Commercial Lending
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 1900 East Ninth Street,         NATIONAL CITY BANK,
         7th Floor                        as Co-Lead Arranger and as a Lender
         Cleveland, Ohio 44114
         Attn: Large Corporate Lending
                                         By:  /s/  Robert S. Coleman
                                            ------------------------------------
                                         Name:     ROBERT S. COLEMAN
                                              ----------------------------------
                                         Title:    SENIOR VICE PRESIDENT
                                               ---------------------------------


Address: 127 Public Square               KEYBANK NATIONAL ASSOCIATION,
         Cleveland, Ohio 44114            as Documentation Agent and as a Lender
         Attn: Institutional Banking

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


Address: 525 William Penn Place          CITIZENS BANK OF PENNSYLVANIA
         153-2910
         Pittsburgh, Pennsylvania 15219
         Attn: Commercial Banking        By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                 Signature Page
                         2 of 3 of the Credit Agreement

<PAGE>

Address: 135 S. LaSalle Street,          LASALLE BANK NATIONAL ASSOCIATION,
         Suite 1425                       as Agent and as a Lender
         Chicago, Illinois 60603
         Attn: Commercial Lending
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 1900 East Ninth Street,         NATIONAL CITY BANK,
         7th Floor                        as Co-Lead Arranger and as a Lender
         Cleveland, Ohio 44114
         Attn: Large Corporate Lending
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 127 Public Square               KEYBANK NATIONAL ASSOCIATION,
         Cleveland, Ohio 44114            as Documentation Agent and as a Lender
         Attn: Institutional Banking

                                         By:  /s/  W. Robert Perkins
                                            ------------------------------------
                                         Name:     W. ROBERT PERKINS
                                              ----------------------------------
                                         Title:       VICE PRESIDENT
                                               ---------------------------------


Address: 525 William Penn Place          CITIZENS BANK OF PENNSYLVANIA
         153-2910
         Pittsburgh, Pennsylvania 15219
         Attn: Commercial Banking        By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                 Signature Page
                         2 of 3 of the Credit Agreement

<PAGE>

Address: 135 S. LaSalle Street,          LASALLE BANK NATIONAL ASSOCIATION,
         Suite 1425                       as Agent and as a Lender
         Chicago, Illinois 60603
         Attn: Commercial Lending
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 1900 East Ninth Street,         NATIONAL CITY BANK,
         7th Floor                        as Co-Lead Arranger and as a Lender
         Cleveland, Ohio 44114
         Attn: Large Corporate Lending
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 127 Public Square               KEYBANK NATIONAL ASSOCIATION,
         Cleveland, Ohio 44114            as Documentation Agent and as a Lender
         Attn: Institutional Banking

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


Address: 525 William Penn Place          CITIZENS BANK OF PENNSYLVANIA
         153-2910
         Pittsburgh, Pennsylvania 15219
         Attn: Commercial Banking        By:  /s/  John J. Ligday, Jr.
                                            ------------------------------------
                                         Name:     John J. Ligday, Jr.
                                              ----------------------------------
                                         Title:    Vice President
                                               ---------------------------------


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                 Signature Page
                         2 of 3 of the Credit Agreement

<PAGE>

Address: Third Floor                     FIFTH THIRD BANK
         1404 East Ninth Street
         Cleveland, Ohio 44114
         Attn: Corporate Banking         By:  /s/ Martin H. McGinty
                                            ------------------------------------
                                         Name:  Martin H. McGinty
                                         Title: Vice President


Address: 106 South Main Street           FIRSTMERIT BANK, N.A.
         Akron, Ohio 44308
         Attn: Commercial Lending
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

Address: New York Branch                 BANK OF SCOTLAND
         565 Fifth Avenue
         New York, New York 10017
         Attn: Loan Administration       By:
          Dept.                             ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 1350 Euclid Avenue,             U.S. BANK NATIONAL ASSOCIATION
         12/th/ Floor
         Cleveland, Ohio 44115
         Attn: National Corporate
          Banking                        By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                 Signature Page
                         3 of 3 of the Credit Agreement

<PAGE>

Address: Third Floor                     FIFTH THIRD BANK
         1404 East Ninth Street
         Cleveland, Ohio 44114
         Attn: Corporate Banking         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 106 South Main Street           FIRSTMERIT BANK, N.A.
         Akron, Ohio 44308
         Attn: Commercial Lending
                                         By:  /s/  Lawrence B. McDonald
                                            ------------------------------------
                                         Name:     Lawrence B. McDonald
                                              ----------------------------------
                                         Title:    Vice President
                                               ---------------------------------


Address: New York Branch                 BANK OF SCOTLAND
         565 Fifth Avenue
         New York, New York 10017
         Attn: Loan Administration       By:
          Dept.                             ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 1350 Euclid Avenue,             U.S. BANK NATIONAL ASSOCIATION
         12/th/ Floor
         Cleveland, Ohio 44115
         Attn: National Corporate        By:
          Banking                           ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                 Signature Page
                         3 of 3 of the Credit Agreement

<PAGE>

Address: Third Floor                     FIFTH THIRD BANK
         1404 East Ninth Street
         Cleveland, Ohio 44114
         Attn: Corporate Banking         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 106 South Main Street           FIRSTMERIT BANK, N.A.
         Akron, Ohio 44308
         Attn: Commercial Lending
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: New York Branch                 BANK OF SCOTLAND
         565 Fifth Avenue
         New York, New York 10017
         Attn: Loan Administration       By:    /s/ Joseph Fratus
          Dept.                             ------------------------------------
                                         Name:  Joseph Fratus
                                              ----------------------------------
                                         Title: First Vice President
                                               ---------------------------------


Address: 1350 Euclid Avenue,             U.S. BANK NATIONAL ASSOCIATION
         12/th/ Floor
         Cleveland, Ohio 44115
         Attn: National Corporate        By:
          Banking                           ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                 Signature Page
                         3 of 3 of the Credit Agreement

<PAGE>

Address: Third Floor                     FIFTH THIRD BANK
         1404 East Ninth Street
         Cleveland, Ohio 44114
         Attn: Corporate Banking         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 106 South Main Street           FIRSTMERIT BANK, N.A.
         Akron, Ohio 44308
         Attn: Commercial Lending
                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: New York Branch                 BANK OF SCOTLAND
         565 Fifth Avenue
         New York, New York 10017
         Attn: Loan Administration       By:
          Dept.                             ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Address: 1350 Euclid Avenue,             U.S. BANK NATIONAL ASSOCIATION
         12/th/ Floor
         Cleveland, Ohio 44115
         Attn: National Corporate        By:    /s/ Brian H. Gallagher
          Banking                           ------------------------------------
                                         Name:  Brian H. Gallagher
                                              ----------------------------------
                                         Title: Vice President
                                               ---------------------------------


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                 Signature Page
                         3 of 3 of the Credit Agreement

<PAGE>

<TABLE>
<CAPTION>
                                                            SCHEDULE 1
------------------------------------------------------------------------------------------------------------------------------------
                                  REVOLVING
                 REVOLVING         CREDIT        TERM LOAN A      TERM LOAN A      TERM LOAN B      TERM LOAN B
                 COMMITMENT      COMMITMENT       COMMITMENT      COMMITMENT       COMMITMENT        COMMITMENT         MAXIMUM
   LENDERS       PERCENTAGE        AMOUNT         PERCENTAGE        AMOUNT         PERCENTAGE          AMOUNT            AMOUNT
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>               <C>            <C>               <C>             <C>               <C>
LaSalle Bank
 National
 Association    20.370370370%  $ 12,222,222.22   20.370370370%  $ 15,277,777.78           - 0 -             - 0 -   $  27,500,000.00
------------------------------------------------------------------------------------------------------------------------------------
National City
 Bank           18.148148148%  $ 10,888,888.90   18.148148148%  $ 13,611,111.10   100.000000000%  $ 50,000,000.00   $  74,500,000.00
------------------------------------------------------------------------------------------------------------------------------------
KeyBank
 National
 Association    17.037037037%  $ 10,222,222.22   17.037037037%  $ 12,777,777.78           - 0 -             - 0 -   $  23,000,000.00
------------------------------------------------------------------------------------------------------------------------------------
Citizens Bank
 of
 Pennsylvania   11.111111112%  $  6,666,666.67   11.111111112%  $  8,333,333.33           - 0 -             - 0 -   $  15,000,000.00
------------------------------------------------------------------------------------------------------------------------------------
Fifth Third
 Bank           11.111111112%  $  6,666,666.67   11.111111112%  $  8,333,333.33           - 0 -             - 0 -   $  15,000,000.00
------------------------------------------------------------------------------------------------------------------------------------
FirstMerit
 Bank, N.A.      7.407407407%  $  4,444,444.44    7.407407407%  $  5,555,555.56           - 0 -             - 0 -   $  10,000,000.00
------------------------------------------------------------------------------------------------------------------------------------
Bank of
 Scotland        7.407407407%  $  4,444,444.44    7.407407407%  $  5,555,555.56           - 0 -             - 0 -   $  10,000,000.00
------------------------------------------------------------------------------------------------------------------------------------
U.S. Bank
 National
 Association     7.407407407%  $  4,444,444.44    7.407407407%  $  5,555,555.56           - 0 -             - 0 -   $  10,000,000.00
------------------------------------------------------------------------------------------------------------------------------------
Total
 Commitment
 Amount                  100%  $ 60,000,000.00            100%  $ 75,000,000.00             100%  $ 50,000,000.00   $ 185,000,000.00
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      S-1

<PAGE>

                                   SCHEDULE 2

                              GUARANTORS OF PAYMENT

Shiloh Corporation
Greenfield Die & Manufacturing Corp.
Jefferson Blanking Inc.
Shiloh Automotive, Inc.
Shiloh Industries, Inc. Dickson Manufacturing Division
Liverpool Coil Processing, Incorporated
Medina Blanking, Inc.
The Sectional Die Company
Sectional Stamping, Inc.

                                      S-2

<PAGE>

                                   SCHEDULE 3

                                  REAL PROPERTY

Georgia
-------
Jefferson Blanking Division
234 South Holland Drive
Pendergrass, Georgia 30567

Michigan
--------
Canton Manufacturing Division
7295 Haggerty Road
Canton, Michigan 48187

Ohio
----
Liverpool Coil Processing Division     Liverpool Stamping Division
880 Steel Drive                        700 Liverpool Drive
Valley City, Ohio 44280                Valley City, Ohio 44280

Cleveland Stamping Division            Ohio Welded Blank Division
5389 West 130/th/ Street               5569 Innovation Drive
Parma, Ohio 44130                      Valley City, Ohio 44280

Medina Blanking Division               Wellington Stamping Division
5580 Wegman Drive                      350 Maple Street
Valley City, Ohio 44280                Wellington, Ohio 44090

Mansfield Blanking Division
402 Ninth Street
Mansfield, Ohio 44905

Tennessee
---------
Dickson Manufacturing Division
One Shiloh Drive
Dickson, Tennessee 37055


                                      S-3

<PAGE>

                                    EXHIBIT A

                              REVOLVING CREDIT NOTE
$_________                                                       Cleveland, Ohio
                                                                January 15, 2004

     FOR VALUE RECEIVED, the undersigned, SHILOH INDUSTRIES, INC., a Delaware
corporation ("Borrower"), promises to pay, on the last day of the Commitment
Period, as defined in the Credit Agreement (as hereinafter defined), to the
order of______________ ("Lender") at the main office of LASALLE BANK NATIONAL
ASSOCIATION, as Agent, as hereinafter defined, 135 S. LaSalle Street, Suite
1425, Chicago, Illinois 60603, the principal sum of

..........................................................................DOLLARS

or the aggregate unpaid principal amount of all Revolving Loans, as defined in
the Credit Agreement made by Lender to Borrower pursuant to Section 2.2 of the
Credit Agreement, whichever is less, in lawful money of the United States of
America.

     As used herein, "Credit Agreement" means the Credit and Security Agreement
dated as of January 15, 2004, among Borrower, the Lenders, as defined therein,
LaSalle Bank National Association, as lead arranger, joint book runner and
administrative agent ("Agent"), National City Bank, as co-lead arranger, joint
book runner and syndication agent, and KeyBank National Association, as
documentation agent, as the same may from time to time be amended, restated or
otherwise modified. Each capitalized term used herein that is defined in the
Credit Agreement and not otherwise defined herein shall have the meaning
ascribed to it in the Credit Agreement.

     Borrower also promises to pay interest on the unpaid principal amount of
each Revolving Loan from time to time outstanding, from the date of such
Revolving Loan until the payment in full thereof, at the rates per annum that
shall be determined in accordance with the provisions of Section 2.7(a) of the
Credit Agreement. Such interest shall be payable on each date provided for in
such Section 2.7(a); provided, however, that interest on any principal portion
that is not paid when due (including expiration of any relevant cure period)
shall be payable on demand.

     The portions of the principal sum hereof from time to time representing
Base Rate Loans and Eurodollar Loans, and payments of principal of any thereof,
shall be shown on the records of Lender by such method as Lender may generally
employ; provided, however, that failure to make any such entry shall in no way
detract from the obligations of Borrower under this Note.

     If this Note shall not be paid at maturity, whether such maturity occurs by
reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid
interest thereon shall bear interest, until paid, at a rate per annum equal to
the Default Rate. All payments of principal of and interest on this Note shall
be made in immediately available funds.

     This Note is one of the Revolving Credit Notes referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to

                                      E-l

<PAGE>

anticipate payments hereof, the right of the holder hereof to declare this Note
due prior to its stated maturity, and other terms and conditions upon which this
Note is issued.

     Except as expressly provided in the Credit Agreement, Borrower expressly
waives presentment, demand, protest and notice of any kind.

     The undersigned authorizes any attorney at law at any time or times after
the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this Note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this Note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and, if any judgment
be vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that Agent's attorney may
confess judgment pursuant to the foregoing warrant of attorney. The undersigned
further agrees that the attorney confessing judgment pursuant to the foregoing
warrant of attorney may receive a legal fee or other compensation from Agent or
the Lenders.


                                        SHILOH INDUSTRIES, INC.


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


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                      E-2

<PAGE>

                                    EXHIBIT B

                                 SWING LINE NOTE

$10,000,000                                                      Cleveland, Ohio
                                                                January 15, 2004

     FOR VALUE RECEIVED, the undersigned, SHILOH INDUSTRIES, INC., a Delaware
corporation ("Borrower"), promises to pay to the order of LASALLE BANK NATIONAL
ASSOCIATION ("Lender") at the main office of LASALLE BANK NATIONAL ASSOCIATION,
as Agent, as hereinafter defined, 135 S. LaSalle Street, Suite 1425, Chicago,
Illinois 60603, the principal sum of

TEN MILLION AND 00/100...................................................DOLLARS

or, if less, the aggregate unpaid principal amount of all Swing Loans, as
defined in the Credit Agreement (as hereinafter defined) made by Lender to
Borrower pursuant to Section 2.4 of the Credit Agreement, in lawful money of the
United States of America on the earlier of the last day of the applicable
Commitment Period, as defined in the Credit Agreement, or, with respect to each
Swing Loan, the Swing Loan Maturity Date applicable thereto.

     As used herein, "Credit Agreement" means the Credit and Security Agreement
dated as of January 15, 2004, among Borrower, the Lenders, as defined therein,
LaSalle Bank National Association, as lead arranger, joint book runner and
administrative agent ("Agent"), National City Bank, as co-lead arranger, joint
book runner and syndication agent, and KeyBank National Association, as
documentation agent, as the same may from time to time be amended, restated or
otherwise modified. Each capitalized term used herein that is defined in the
Credit Agreement and not otherwise defined herein shall have the meaning
ascribed to it in the Credit Agreement.

     Borrower also promises to pay interest on the unpaid principal amount of
each Swing Loan from time to time outstanding, from the date of such Swing Loan
until the payment in full thereof, at the rates per annum that shall be
determined in accordance with the provisions of Section 2.7(b) of the Credit
Agreement. Such interest shall be payable on each date provided for in such
Section 2.7(b); provided, however, that interest on any principal portion which
is not paid when due (including expiration of any relevant cure period) shall be
payable on demand.

     The principal sum hereof from time to time and the payments of principal
and interest thereon, shall be shown on the records of Lender by such method as
Lender may generally employ; provided, however, that failure to make any such
entry shall in no way detract from the obligation of Borrower under this Note.

     If this Note shall not be paid at maturity, whether such maturity occurs by
reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid
interest thereon shall bear interest, until paid, at a rate per annum equal to
the Default Rate. All payments of principal of and interest on this Note shall
be made in immediately available funds.

                                      E-3

<PAGE>

     This Note is the Swing Line Note referred to in the Credit Agreement.
Reference is made to the Credit Agreement for a description of the right of the
undersigned to anticipate payments hereof, the right of the holder hereof to
declare this Note due prior to its stated maturity, and other terms and
conditions upon which this Note is issued.

     Except as expressly provided in the Credit Agreement, Borrower expressly
waives presentment, demand, protest and notice of any kind.

     The undersigned authorizes any attorney at law at any time or times after
the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this Note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this Note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and, if any judgment
be vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that Agent's attorney may
confess judgment pursuant to the foregoing warrant of attorney. The undersigned
further agrees that the attorney confessing judgment pursuant to the foregoing
warrant of attorney may receive a legal fee or other compensation from Agent or
the Lenders.


                                        SHILOH INDUSTRIES, INC.


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


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                      E-4

<PAGE>

                                    EXHIBIT C

                                TERM LOAN A NOTE

$_________                                                       Cleveland, Ohio
                                                                January 15, 2004

     FOR VALUE RECEIVED, the undersigned, SHILOH INDUSTRIES, INC., a Delaware
corporation ("Borrower"), promises to pay to the order of [____________]
("Lender") at the main office of LASALLE BANK NATIONAL ASSOCIATION, as Agent, as
hereinafter defined, 135 S. LaSalle Street, Suite 1425, Chicago, Illinois 60603
the principal sum of

..........................................................................DOLLARS

in lawful money of the United States of America in consecutive principal
payments as set forth in the Credit Agreement.

     As used herein, "Credit Agreement" means the Credit and Security Agreement
dated as of January 15, 2004, among Borrower, the Lenders, as defined therein,
LaSalle Bank National Association, as lead arranger, joint book runner and
administrative agent ("Agent"), National City Bank, as co-lead arranger, joint
book runner and syndication agent, and KeyBank National Association, as
documentation agent, as the same may from time to time be amended, restated or
otherwise modified. Each capitalized term used herein that is defined in the
Credit Agreement and not otherwise defined herein shall have the meaning
ascribed to it in the Credit Agreement.

     Borrower also promises to pay interest on the unpaid principal amount of
the Term Loan A from time to time outstanding, from the date of the Term Loan A
until the payment in full thereof, at the rates per annum that shall be
determined in accordance with the provisions of Section 2.7(c) of the Credit
Agreement. Such interest shall be payable on each date provided for in such
Section 2.7(c); provided, however, that interest on any principal portion that
is not paid when due (including expiration of any relevant cure period) shall be
payable on demand.

     The portions of the principal sum hereof from time to time representing
Base Rate Loans and Eurodollar Loans, and payments of principal of either
thereof, shall be shown on the records of Lender by such method as Lender may
generally employ; provided, however, that failure to make any such entry shall
in no way detract from the obligations of Borrower under this Note.

     If this Note shall not be paid at maturity, whether such maturity occurs by
reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid
interest thereon shall bear interest, until paid, at a rate per annum equal to
the Default Rate. All payments of principal of and interest on this Note shall
be made in immediately available funds.

     This Note is one of the Term Loan A Notes referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to

                                      E-5

<PAGE>

anticipate payments hereof, the right of the holder hereof to declare this Note
due prior to its stated maturity, and other terms and conditions upon which this
Note is issued.

     Except as expressly provided in the Credit Agreement, Borrower expressly
waives presentment, demand, protest and notice of any kind.

     The undersigned authorizes any attorney at law at any time or times after
the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this Note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this Note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and, if any judgment
be vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that Agent's attorney may
confess judgment pursuant to the foregoing warrant of attorney. The undersigned
further agrees that the attorney confessing judgment pursuant to the foregoing
warrant of attorney may receive a legal fee or other compensation from Agent or
the Lenders.


                                        SHILOH INDUSTRIES, INC.


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

================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                      E-6

<PAGE>

                                    EXHIBIT D

                                TERM LOAN B NOTE

$_________                                                       Cleveland, Ohio
                                                                January 15, 2004

     FOR VALUE RECEIVED, the undersigned, SHILOH INDUSTRIES, INC., a Delaware
corporation ("Borrower"), promises to pay to the order of [____________]
("Lender") at the main office of LASALLE BANK NATIONAL ASSOCIATION, as Agent, as
hereinafter defined, 135 S. LaSalle Street, Suite 1425, Chicago, Illinois 60603
the principal sum of

..........................................................................DOLLARS

in lawful money of the United States of America in consecutive principal
payments as set forth in the Credit Agreement.

     As used herein, "Credit Agreement" means the Credit and Security Agreement
dated as of January 15, 2004, among Borrower, the Lenders, as defined therein,
LaSalle Bank National Association, as lead arranger, joint book runner and
administrative agent ("Agent"), National City Bank, as co-lead arranger, joint
book runner and syndication agent, and KeyBank National Association, as
documentation agent, as the same may from time to time be amended, restated or
otherwise modified. Each capitalized term used herein that is defined in the
Credit Agreement and not otherwise defined herein shall have the meaning
ascribed to it in the Credit Agreement.

     Borrower also promises to pay interest on the unpaid principal amount of
the Term Loan B from time to time outstanding, from the date of the Term Loan B
until the payment in full thereof, at the rates per annum that shall be
determined in accordance with the provisions of Section 2.7(d) of the Credit
Agreement. Such interest shall be payable on each date provided for in such
Section 2.7(d); provided, however, that interest on any principal portion that
is not paid when due (including expiration of any relevant cure period) shall be
payable on demand.

     The portions of the principal sum hereof from time to time representing
Base Rate Loans and Eurodollar Loans, and payments of principal of either
thereof, shall be shown on the records of Lender by such method as Lender may
generally employ; provided, however, that failure to make any such entry shall
in no way detract from the obligations of Borrower under this Note.

     If this Note shall not be paid at maturity, whether such maturity occurs by
reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid
interest thereon shall bear interest, until paid, at a rate per annum equal to
the Default Rate. All payments of principal of and interest on this Note shall
be made in immediately available funds.

     This Note is one of the Term Loan B Notes referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to

                                      E-7

<PAGE>

anticipate payments hereof, the right of the holder hereof to declare this Note
due prior to its stated maturity, and other terms and conditions upon which this
Note is issued.

     Except as expressly provided in the Credit Agreement, Borrower expressly
waives presentment, demand, protest and notice of any kind.

     The undersigned authorizes any attorney at law at any time or times after
the maturity hereof (whether maturity occurs by lapse of time or by
acceleration) to appear in any state or federal court of record in the United
States of America, to waive the issuance and service of process, to admit the
maturity of this Note and the nonpayment thereof when due, to confess judgment
against the undersigned in favor of the holder of this Note for the amount then
appearing due, together with interest and costs of suit, and thereupon to
release all errors and to waive all rights of appeal and stay of execution. The
foregoing warrant of attorney shall survive any judgment, and, if any judgment
be vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against the undersigned. The undersigned agrees that Agent's attorney may
confess judgment pursuant to the foregoing warrant of attorney. The undersigned
further agrees that the attorney confessing judgment pursuant to the foregoing
warrant of attorney may receive a legal fee or other compensation from Agent or
the Lenders.


                                        SHILOH INDUSTRIES, INC.


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


================================================================================
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE."
================================================================================

                                      E-8

<PAGE>

                                    EXHIBIT E

                                 NOTICE OF LOAN

                                                [Date]__________________, 20____

LaSalle Bank National Association, as Agent
[2600 West Big Beaver Road
MC M0900-270
Troy, Michigan 48084]
Attention: Commercial Lending

Ladies and Gentlemen:

     The undersigned, SHILOH INDUSTRIES, INC., refers to the Credit and Security
Agreement, dated as of January 15, 2004 ("Credit Agreement", the terms defined
therein being used herein as therein defined), among the undersigned, the
Lenders, as defined in the Credit Agreement, LASALLE BANK NATIONAL ASSOCIATION,
as lead arranger, joint book runner and administrative agent, NATIONAL CITY
BANK, as co-lead arranger, joint book runner and syndication agent, and KEYBANK
NATIONAL ASSOCIATION, as documentation agent and hereby gives you notice,
pursuant to Section 2.9 of the Credit Agreement that the undersigned hereby
requests a Loan under the Credit Agreement, and in connection therewith sets
forth below the information relating to the Loan (the "Proposed Loan") as
required by Section 2.9 of the Credit Agreement:

     (a)  The Business Day of the Proposed Loan is_________________, 20____.

     (b)  The amount of the Proposed Loan is $______________________.

     (c)  The Proposed Loan is to be a Base Rate Loan __________________/
          Eurodollar Loan_____________ / Swing Loan__________.

          (Check one.)

     (d)  If the Proposed Loan is a Eurodollar Loan, the Interest Period
          requested is one month_____, two months_____, three months_____, six
          months_____.

          (Check one.)

     The undersigned hereby certifies on behalf of Borrower that the following
statements are true on the date hereof, and will be true on the date of the
Proposed Loan:

          (i)   the representations and warranties contained in each Loan
     Document are correct in all material respects, before and after giving
     effect to the Proposed Loan and the application of the proceeds therefrom,
     as though made on and as of such date;

                                      E-9

<PAGE>

          (ii)  no event has occurred and is continuing, or would result from
     such Proposed Loan, or the application of proceeds therefrom, that
     constitutes a Default or Event of Default; and

          (iii) the conditions set forth in Section 2.9 and Article IV of the
     Credit Agreement have been satisfied.


                                         Very truly yours,

                                         SHILOH INDUSTRIES, INC.


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


                                      E-10

<PAGE>

                                    EXHIBIT F

                             COMPLIANCE CERTIFICATE

                                   For Fiscal Quarter ended ____________________

THE UNDERSIGNED HEREBY CERTIFIES THAT:

     (1)  I am the duly elected President or Chief Financial Officer of SHILOH
INDUSTRIES, INC., a Delaware corporation ("Borrower");

     (2)  I am familiar with the terms of that certain Credit and Security
Agreement, dated as of January 15, 2004, among the undersigned, the lenders
named on Schedule 1 thereto (together with their respective successors and
assigns, collectively, the "Lenders"), LASALLE BANK NATIONAL ASSOCIATION, as
lead arranger, joint book runner and administrative agent ("Agent"), NATIONAL
CITY BANK, as co-lead arranger, joint book runner and syndication agent, and
KEYBANK NATIONAL ASSOCIATION, as documentation agent (as the same may from time
to time be amended, restated or otherwise modified, the "Credit Agreement", the
terms defined therein being used herein as therein defined), and the terms of
the other Loan Documents, and I have made, or have caused to be made under my
supervision, a review in reasonable detail of the transactions and condition of
Borrower and its Subsidiaries during the accounting period covered by the
attached financial statements;

     (3)  The review described in paragraph (2) above did not disclose, and I
have no knowledge of, the existence of any condition or event that constitutes
or constituted a Default or Event of Default, at the end of the accounting
period covered by the attached financial statements or as of the date of this
Certificate;

     (4)  The representations and warranties made by Borrower contained in each
Loan Document are true and correct in all material respects as though made on
and as of the date hereof; and

     (5)  Set forth on Attachment I hereto are calculations of the financial
covenants set forth in Section 5.7 of the Credit Agreement, which calculations
show compliance with the terms thereof.

     IN WITNESS WHEREOF, I have signed this certificate the ___ day of ________,
20___.

                                         SHILOH INDUSTRIES, INC.


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


                                      E-ll

<PAGE>

                                    EXHIBIT G

                           BORROWING BASE CERTIFICATE



                                      E-12

<PAGE>

                                    EXHIBIT H

                        MASTER LETTER OF CREDIT AGREEMENT


                                      E-13

<PAGE>

                                    EXHIBIT I

                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

     This Assignment and Acceptance Agreement (this "Assignment Agreement")
between _____________________ (the "Assignor") and _______________________ (the
"Assignee") is dated as of ________, 20__. The parties hereto agree as follows:

     1.   Preliminary Statement. Assignor is a party to a Credit and Security
Agreement, dated as of January 15, 2004, among SHILOH INDUSTRIES, INC., a
Delaware corporation ("Borrower"), the lenders named on Schedule 1 thereto
(together with their respective successors and assigns, collectively, the
"Lenders" and, individually, each a "Lender"), LASALLE BANK NATIONAL
ASSOCIATION, as lead arranger, joint book runner and administrative agent for
the Lenders ("Agent"), NATIONAL CITY BANK, as co-lead arranger, joint book
runner and syndication agent, and KEYBANK NATIONAL ASSOCIATION, as documentation
agent (as the same may from time to time be amended, restated or otherwise
modified, the "Credit Agreement"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement.

     2.   Assignment and Assumption. Assignor hereby sells and assigns to
Assignee, and Assignee hereby purchases and assumes from Assignor, an interest
in and to Assignor's rights and obligations under the Credit Agreement,
effective as of the Assignment Effective Date (as hereinafter defined), equal to
the percentage interest specified on Annex 1 hereto (hereinafter, "Assignee's
Percentage") of Assignor's right, title and interest in and to (a) the
Commitment of Assignor as set forth on Annex 1 hereto (hereinafter, the
"Assigned Amount"), (b) any Loan made by Assignor that is outstanding on the
Assignment Effective Date, (c) Assignor's interest in any Letter of Credit
outstanding on the Assignment Effective Date, (d) any Note delivered to Assignor
pursuant to the Credit Agreement, and (e) the Credit Agreement and the other
Related Writings. After giving effect to such sale and assignment and on and
after the Assignment Effective Date, Assignee's Applicable Commitment
Percentages shall be as set forth in subpart II of Annex 1 hereto.

     3.   Assignment Effective Date. The Assignment Effective Date (the
"Assignment Effective Date") shall be [____________, 20____] (or such other date
agreed to by Agent) after the following conditions precedent have been
satisfied:

     (a)  receipt by Agent of this Assignment Agreement, including Annex 1
hereto, properly executed by Assignor and Assignee and accepted and consented to
by Agent and, if necessary pursuant to the provisions of Section 11.10(b) of the
Credit Agreement, by Borrower;

     (b)  receipt by Agent from Assignor of a fee of Three Thousand Five Hundred
Dollars ($3,500), if required by Section 11.10(d) of the Credit Agreement;

     (c)  receipt by Agent from Assignee of an administrative questionnaire, or
other similar document, which shall include (i) the address for notices under
the Credit Agreement,

                                      E-14

<PAGE>

(ii) the address of its Lending Office, (iii) wire transfer instructions for
delivery of funds by Agent, (iv) and such other information as Agent shall
request; and

     (d)  receipt by Agent from Assignor or Assignee of any other information
required pursuant to Section 11.10 of the Credit Agreement or otherwise
necessary to complete the transaction contemplated hereby.

     4.   Payment Obligations. In consideration for the sale and assignment of
Loans hereunder, Assignee shall pay to Assignor, on the Assignment Effective
Date, the amount agreed to by Assignee and Assignor. Any interest, fees and
other payments accrued prior to the Assignment Effective Date with respect to
the Assigned Amount shall be for the account of Assignor. Any interest, fees and
other payments accrued on and after the Assignment Effective Date with respect
to the Assigned Amount shall be for the account of Assignee. Each of Assignor
and Assignee agrees that it will hold in trust for the other party any interest,
fees or other amounts that it may receive to which the other party is entitled
pursuant to the preceding sentence and to pay the other party any such amounts
that it may receive promptly upon receipt thereof.

     5.   Credit Determination; Limitations on Assignor's Liability. Assignee
represents and warrants to Assignor, Borrower, Agent and the Lenders (a) that it
is capable of making and has made and shall continue to make its own credit
determinations and analysis based upon such information as Assignee deemed
sufficient to enter into the transaction contemplated hereby and not based on
any statements or representations by Assignor; (b) Assignee confirms that it
meets the requirements to be an assignee as set forth in Section 11.10 of the
Credit Agreement; (c) Assignee confirms that it is able to fund the Loans and
the Letters of Credit as required by the Credit Agreement; (d) Assignee agrees
that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Agreement and the Related Writings are required to be
performed by it as a Lender thereunder; and (e) Assignee represents that it has
reviewed each of the Loan Documents. It is understood and agreed that the
assignment and assumption hereunder are made without recourse to Assignor and
that Assignor makes no representation or warranty of any kind to Assignee (other
than that (i) Assignor is the legal and beneficial owner of the assigned
interests, (ii) the assigned interests are free and clear of any lien,
encumbrance or other adverse claim and the Assignor has not created any adverse
claim upon the interest being assigned, and (iii) Assignor has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment Agreement and to consummate the transactions contemplated hereby).
Assignor shall not be responsible for (A) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of the Credit
Agreement or any Related Writings, (B) any representation, warranty or statement
made in or in connection with the Credit Agreement or any of the Related
Writings, (C) the financial condition or creditworthiness of Borrower, any
Guarantor of Payment or any other Company, (D) the performance of or compliance
with any of the terms or provisions of the Credit Agreement or any of the
Related Writings, (E) the inspection of any of the property, books or records of
Borrower, any Guarantor of Payment or any other Company, or (F) the validity,
enforceability, perfection, priority, condition, value or sufficiency of any
collateral securing or purporting to secure the Loans or Letters of Credit.
Neither Assignor nor any of its officers, directors, employees, agents or
attorneys shall be liable for any mistake, error of judgment, or action taken

                                      E-15

<PAGE>

or omitted to be taken in connection with the Loans, the Letters of Credit, the
Credit Agreement or the Related Writings, except for its or their own bad faith
or willful misconduct. Assignee appoints Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement as are
delegated to Agent by the terms thereof.

     6.   Subsequent Assignments. After the Assignment Effective Date, Assignee
shall have the right pursuant to Section 11.10 of the Credit Agreement to assign
the rights which are assigned to Assignee hereunder, provided that (a) any such
subsequent assignment does not violate any of the terms and conditions of the
Credit Agreement, any of the Related Writings, or any law, rule, regulation,
order, writ, judgment, injunction or decree and that any consent required under
the terms of the Credit Agreement has been obtained, (b) the assignee under such
assignment from Assignee shall agree to assume all of Assignee's obligations
hereunder in a manner satisfactory to Assignor, and (c) Assignee is not thereby
released from any of its obligations to Assignor hereunder.

     7.   Reductions of Aggregate Amount of Commitments. If any reduction in the
Total Commitment Amount occurs between the date of this Assignment Agreement and
the Assignment Effective Date, the percentage of the Total Commitment Amount
assigned to Assignee shall remain the percentage specified in Section 1 hereof
and the dollar amount of the Commitment of Assignee shall be recalculated based
on the reduced Total Commitment Amount.

     8.   Acceptance of Agent; Notice by Assignor. This Assignment Agreement is
conditioned upon the acceptance and consent of Agent and, if necessary pursuant
to Section 11.10 of the Credit Agreement, upon the acceptance and consent of
Borrower; provided that the execution of this Assignment Agreement by Agent and,
if necessary, by Borrower is evidence of such acceptance and consent.

     9.   Entire Agreement. This Assignment Agreement embodies the entire
agreement and understanding between the parties hereto and supersedes all prior
agreements and understandings between the parties hereto relating to the subject
matter hereof.

     10.  Governing Law. This Assignment Agreement shall be governed by the laws
of the State of Ohio, without regard to conflicts of laws.

     11.  Notices. Notices shall be given under this Assignment Agreement in the
manner set forth in the Credit Agreement. For the purpose hereof, the addresses
of the parties hereto (until notice of a change is delivered) shall be the
address set forth under each party's name on the signature pages hereof.

                  [Remainder of page intentionally left blank]

                                      E-16

<PAGE>

     12.  JURY TRIAL WAIVER. EACH OF THE UNDERSIGNED, TO THE EXTENT PERMITTED BY
LAW, WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG AGENT, ANY OF THE
LENDERS, AND BORROWER, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS INSTRUMENT OR ANY NOTE OR OTHER AGREEMENT, INSTRUMENT OR
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS
RELATED HERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR
MODIFY AGENT'S OR ANY LENDER'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY
CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE LENDERS, OR ANY
THEREOF.

     IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

Address:                                 ASSIGNOR:
        ------------------------------

        ------------------------------
        Attn:
             -------------------------   ---------------------------------------
        Phone:
              ------------------------
        Fax:                             By:
            --------------------------      ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------



Address:                                 ASSIGNEE:
        ------------------------------

        ------------------------------
        Attn:
             -------------------------   ---------------------------------------
        Phone:
              ------------------------
        Fax:                             By:
            --------------------------      ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------



                                      E-17

<PAGE>

Accepted and Consented to this ___ day
of ___________, 20__:

LASALLE BANK NATIONAL ASSOCIATION,
 as Agent


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


Accepted and Consented to this ___ day
of ___________, 20__:

SHILOH INDUSTRIES, INC.


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


                                      E-18

<PAGE>

                                     ANNEX 1
                                       TO
                       ASSIGNMENT AND ACCEPTANCE AGREEMENT

     On and after the Assignment Effective Date, the Commitment of Assignee,
and, if this is less than an assignment of all of Assignor's interest, Assignor,
shall be as follows:

I.   INTEREST OF ASSIGNOR BEING ASSIGNED TO ASSIGNEE

     A.   Revolving Credit Commitment
          ---------------------------

          Percentage of Revolving Credit Commitment        _______%
          Assigned Amount                                  $______

     B.   Term Loan A Commitment
          ----------------------

          Percentage of Term Loan A Commitment             _______%
          Assigned Amount                                  $______

     C.   Term Loan B Commitment
          ----------------------

          Percentage of Term B Loan Commitment             _______%
          Assigned Amount                                  $______

II.  ASSIGNEE'S COMMITMENT (as of the Assignment Effective Date)

     A.   Revolving Credit Commitment
          ---------------------------

          Applicable Commitment Percentage                 _______%
          Revolving Credit Commitment Amount               $______

     B.   Term Loan A Commitment
          ----------------------

          Applicable Commitment Percentage                 _______%
          Term Loan A Commitment Amount                    $______

     C.   Term Loan B Commitment
          ----------------------

          Applicable Commitment Percentage                 _______%
          Term Loan B Commitment Amount                    $______

III. ASSIGNOR'S COMMITMENT (as of the Assignment Effective Date)

     A.   Revolving Credit Commitment
          ---------------------------

                                      E-19

<PAGE>

          Applicable Commitment Percentage                 _______%
          Revolving Credit Commitment Amount               $______

     B.   Term Loan A Commitment
          ----------------------

          Applicable Commitment Percentage                 _______%
          Term Loan A Commitment Amount                    $______

     B.   Term Loan B Commitment
          ----------------------

          Applicable Commitment Percentage                 _______%
          Term Loan B Commitment Amount                    $______


                                      E-20

<PAGE>

                                    EXHIBIT J

                              REQUEST FOR EXTENSION
                                                           [_______________,20__

LaSalle Bank National Association, as Agent
135 S. LaSalle Street, Suite 1425
Chicago, Illinois 60603
Attn: Commercial Lending


Ladies and Gentlemen:

     The undersigned, SHILOH INDUSTRIES, INC. ("Borrower"), refers to the Credit
and Security Agreement, dated as of January 15, 2004, among the undersigned, the
Lenders, as defined therein, and LASALLE BANK NATIONAL ASSOCIATION, as Agent (as
the same may from time to time be amended, restated or otherwise modified, the
"Credit Agreement", the terms defined therein being used herein as therein
defined), and hereby gives you notice, pursuant to Section 2.16 of the Credit
Agreement that the undersigned hereby requests an extension as set forth below
(the "Extension") under the Credit Agreement, and in connection with the
Extension sets forth below the information relating to the Extension as required
by Section 2.16 of the Credit Agreement.

     The undersigned hereby requests Agent and the Lenders to extend the
Commitment Period from ______________ _______, 200_ to ________________ _______,
200_.

     The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the Extension: (a) the
representations and warranties contained in each Loan Document are correct,
before and after giving effect to the Extension and the application of the
proceeds therefrom, as though made on and as of such date; (b) no event has
occurred and is continuing, or would result from such Extension, or the
application of proceeds therefrom, which constitutes a Default or an Event of
Default; and (c) the conditions set forth in Section 2.16 and Article IV of the
Credit Agreement have been satisfied.

                                         Very truly yours,

                                         SHILOH INDUSTRIES, INC.


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


                                      E-21