<PAGE>

                                                                     EXHIBIT 4.1

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

                                  (CHASE LOGO)

                                CREDIT AGREEMENT

                                   dated as of

                                 March 20, 2008

                                      among

                            TECUMSEH PRODUCTS COMPANY

                            The Lenders Party Hereto

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                                   ----------

                          J.P. MORGAN SECURITIES INC.,
                    as Sole Bookrunner and Sole Lead Arranger

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

                              CHASE BUSINESS CREDIT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>              <C>                                                        <C>
                                    ARTICLE I

                                   Definitions

SECTION 1.01.    Defined Terms...........................................      2
SECTION 1.02.    Classification of Loans and Borrowings..................     25
SECTION 1.03.    Terms Generally ........................................     25
SECTION 1.04.    Accounting Terms; GAAP..................................     26

                                   ARTICLE II

                                   The Credits

SECTION 2.01.    Commitments.............................................     26
SECTION 2.02.    Loans and Borrowings....................................     26
SECTION 2.03.    Requests for Revolving Borrowings.......................     27
SECTION 2.04.    Protective Advances.....................................     27
SECTION 2.05.    Swingline Loans and Overadvances........................     28
SECTION 2.06.    Letters of Credit.......................................     30
SECTION 2.07.    Fundings of Borrowings..................................     33
SECTION 2.08.    Interest Elections......................................     33
SECTION 2.09.    Termination and Reduction of Commitments................     34
SECTION 2.10.    Repayment of Loans; Evidence of Debt....................     35
SECTION 2.11.    Prepayment of Loans.....................................     36
SECTION 2.12.    Fees....................................................     37
SECTION 2.13.    Interest................................................     38
SECTION 2.14.    Alternative Rate of Interest............................     39
SECTION 2.15.    Increased Costs.........................................     39
SECTION 2.16.    Break Funding Payments..................................     40
SECTION 2.17     Taxes Payments..........................................     40
SECTION 2.18     Payments Generally; Allocation of Proceeds; Sharing of
                    Set-Offs                                                  41
SECTION 2.19     Mitigation Obligations; Replacement of Lenders..........     43
SECTION 2.20     Returned Payments.......................................     44

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.    Organization; Powers....................................     44
SECTION 3.02.    Authorization; Enforceability...........................     45
SECTION 3.03.    Governmental Approvals; No Conflicts....................     45
SECTION 3.04.    Financial Condition; No Material Adverse Change.........     45
SECTION 3.05.    Properties..............................................     45
SECTION 3.06.    Litigation and Environmental Matters....................     45
SECTION 3.07.    Compliance with Laws and Agreements.....................     46
SECTION 3.08.    Investment Company Status...............................     46
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>              <C>                                                        <C>
SECTION 3.09.    Taxes...................................................     46
SECTION 3.10.    ERISA...................................................     46
SECTION 3.11.    Disclosure..............................................     46
SECTION 3.12     Material Agreements.....................................     47
SECTION 3.13     Solvency................................................     47
SECTION 3.14     Insurance...............................................     47
SECTION 3.15     Capitalization and Subsidiaries.........................     47
SECTION 3.16     Security Interest in Collateral.........................     47
SECTION 3.17     Employment Matters......................................     48
SECTION 3.18     Common Enterprise.......................................     48
SECTION 3.19     Brazilian Subsidiaries..................................     48

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.    Effective Date..........................................     48
SECTION 4.02.    Each Credit Event.......................................     51

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.    Financial Statements Borrowing Base and Other
                    Information.............                                  52
SECTION 5.02.    Notices of Material Events..............................     55
SECTION 5.03.    Existence; Conduct of Business..........................     56
SECTION 5.04     Payment of Obligations..................................     56
SECTION 5.05.    Maintenance of Properties...............................     56
SECTION 5.06.    Books and Records; Inspection Rights....................     56
SECTION 5.07.    Compliance with Laws....................................     56
SECTION 5.08.    Use of Proceeds ........................................     56
SECTION 5.09     Insurance...............................................     56
SECTION 5.10     Casualty and Condemnation...............................     57
SECTION 5.11     Appraisals..............................................     57
SECTION 5.12     Depository Banks........................................     57
SECTION 5.13     Additional Collateral; Further Assurances...............     57

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.    Indebtedness............................................     58
SECTION 6.02.    Liens...................................................     59
SECTION 6.03.    Fundamental Changes.....................................     60
SECTION 6.04.    Investments, Loans, Advances, Guarantees and
                    Acquisitions.........................................     61
SECTION 6.05.    Asset Sales.............................................     62
SECTION 6.06.    Sale and Leaseback Transactions.........................     63
SECTION 6.07.    Swap Agreements.........................................     63
SECTION 6.08.    Restricted Payments; Certain Payments of Indebtedness...     63
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>              <C>                                                        <C>
SECTION 6.09     Transactions with Affiliates............................     64
SECTION 6.10     Restrictive Agreements..................................     64
SECTION 6.11     Amendment of Material Documents.........................     64

                                   ARTICLE VII

                 Events of Default.......................................     65

                                  ARTICLE VIII

                 The Administrative Agent................................     67

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.    Notices.................................................     69
SECTION 9.02.    Waivers; Amendments.....................................     70
SECTION 9.03.    Expenses; Indemnity; Damage Waiver......................     72
SECTION 9.04.    Successors and Assigns..................................     74
SECTION 9.05.    Survival................................................     76
SECTION 9.06.    Counterparts; Integration;  Effectiveness...............     77
SECTION 9.07.    Severability............................................     77
SECTION 9.08.    Right of Setoff.........................................     77
SECTION 9.09.    Governing Law; Jurisdiction; Consent to Service of
                    Process..............................................     77
SECTION 9.10.    WAIVER OF JURY TRIAL....................................     78
SECTION 9.11.    Headings................................................     78
SECTION 9.12.    Confidentiality.........................................     78
SECTION 9.13.    Several Obligations; Nonreliance; Violation of Law......     79
SECTION 9.14.    USA PATRIOT Act.........................................     79
SECTION 9.15     Disclosure..............................................     79
SECTION 9.16     Appointment for Perfection..............................     79
SECTION 9.17     Interest Rate Limitation................................     80

                                    ARTICLE X

                                  Loan Guaranty

SECTION 10.01.   Guaranty................................................     80
SECTION 10.02.   Guaranty of Payment.....................................     80
SECTION 10.03.   No Discharge or Diminishment of Loan Guaranty...........     80
SECTION 10.04.   Defenses Waived.........................................     81
SECTION 10.05.   Rights of Subrogation...................................     81
SECTION 10.06.   Reinstatement; Stay of Acceleration.....................     82
</TABLE>


                                       iii

<PAGE>

<TABLE>
<S>              <C>                                                        <C>
SECTION 10.07.   Information.............................................     82
SECTION 10.08.   Termination.............................................     82
SECTION 10.09.   Taxes...................................................     82
SECTION 10.10.   Maximum Liability.......................................     82
SECTION 10.11.   Contribution............................................     83
SECTION 10.12.   Liability Cumulative....................................     83
</TABLE>

SCHEDULES:

Commitment Schedule
Schedule 1.01 - Other Permitted Investments
Schedule 3.05 -- Properties
Schedule 3.06 -- Disclosed Matters
Schedule 3.14 -- Insurance
Schedule 3.15 - Capitalization and Subsidiaries
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.04-1 -- Existing Investments
Schedule 6.04-2 - TMT Transactions
Schedule 6.10 -- Existing Restrictions

EXHIBITS:
Exhibit A -- Form of Assignment and Assumption
Exhibit B -- Form of Opinion of Borrower's Counsel
Exhibit C -- Form of Borrowing Base Certificate
Exhibit D -- Form of Compliance Certificate
Exhibit E -- Joinder Agreement


                                       iv
<PAGE>

     CREDIT AGREEMENT dated as of March 20, 2008 (as it may be amended or
modified from time to time, this "Agreement"), among, TECUMSEH PRODUCTS
COMPANY, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as
Administrative Agent.

          The parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

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

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

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

          "Account Debtor" means any Person obligated on an Account.

          "Acquisition" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (i) the acquisition
of all or substantially all of the assets of any Person, or any business or
division of any Person, (ii) the acquisition or ownership of in excess of 50% of
the Equity Interest of any Person, or (iii) the acquisition of another Person by
a merger, consolidation, amalgamation or any other combination with such Person.

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

          "Administrative Agent" means Chase, in its capacity as administrative
agent for the Lenders hereunder.

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

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

          "Aggregate Commitment" means, at any time, the aggregate amount of the
Commitments of all the Lenders. The initial Aggregate Commitment is $50,000,000.

          "Aggregate Credit Exposure" means, at any time, the aggregate Credit
Exposure of all the Lenders.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1%.


                                       2

<PAGE>

Any change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective from and including the effective
date of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

          "Applicable Percentage" means, with respect to any Lender, with
respect to Revolving Loans, LC Exposure, Swingline Loans, Protective Advances or
Overadvances, a percentage equal to a fraction the numerator of which is such
Lender's Commitment and the denominator of which is the Aggregate Commitment (if
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon such Lender's share of the Aggregate Credit Exposure at
that time).

          "Applicable Rate" means, for any day, with respect to any ABR Loan or
Eurodollar Loan, as the case may be, 0.75% in the case of ABR Loans and 1.75% in
the case of Eurodollar Loans for the period from the Closing Date through the
date three months after the Closing Date, and thereafter shall mean the
applicable per annum rate set forth below:

<TABLE>
<CAPTION>
                       EURODOLLAR LOAN    ABR LOAN
                          APPLICABLE     APPLICABLE
AVERAGE AVAILABILITY         RATE           RATE
--------------------   ---------------   ----------
<S>                    <C>               <C>
=> $30,000,000                1.50%          0.50%
>  $20,000,000                1.75%          0.75%
<= $20,000,000                2.00%          1.00%
</TABLE>

For purposes of the foregoing, the Applicable Rate shall be determined by
reference to the Average Availability for the most recent fiscal quarter end.
Adjustments, if any, to the Applicable Rate shall be made on a quarterly basis
and shall be effective five Business Days after the date the applicable
Compliance Certificate is scheduled to be delivered. If the Borrower fails to
deliver the Borrowing Base Certificate to the Administrative Agent at the time
required or any other Event of Default has occurred and is continuing, then the
Applicable Rate shall be the highest Applicable Rate set forth in the foregoing
table until five days after such Borrowing Base Certificate is so delivered or
other Event of Default is waived.

          "Approved Fund" has the meaning assigned to such term in Section 9.04.

          "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "Availability" means, at any time, an amount equal to (a) the lesser
of the Aggregate Commitment and the Borrowing Base minus (b) the Aggregate
Credit Exposure.

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


                                       3

<PAGE>

          "Available Commitment" of any Lender means, at any time, the
Commitment of such Lender then in effect minus the Credit Exposure (excluding
such Lender's Applicable Percentage of the aggregate principal amount of
Swingline Loans) of such Lenders at such time.

          "Average Availability" means, with respect to any fiscal quarter, an
amount equal to the amount of Availability for each day in such fiscal quarter
divided by the number of days in such fiscal quarter.

          "Banking Services" means each and any of the following bank services
provided to any Loan Party by Chase or any of its Affiliates: (a) commercial
credit cards, (b) stored value cards and (c) treasury management services
(including, without limitation, controlled disbursement, automated clearinghouse
transactions, return items, overdrafts and interstate depository network
services).

          "Banking Services Obligations" of the Loan Parties means any and all
obligations of the Loan Parties, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals,
extensions and modifications thereof and substitutions therefor) in connection
with Banking Services.

          "Banking Services Reserves" means all Reserves which the
Administrative Agent from time to time establishes in its Permitted Discretion
for Banking Services then provided or outstanding.

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

          "Borrower" means Tecumseh Products Company, a Michigan corporation.

          "Borrowing" means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, (b) a Swingline Loan, (c) a
Protective Advance and (d) an Overadvance.

          "Borrowing Base" means, at any time, the sum of:

               (a) 85% of Eligible Accounts at such time, plus

               (b) the lesser of (i) 70% of Eligible Inventory, valued at the
lower of cost or market value, determined on a first-in-first-out basis, at such
time and (ii) 85% multiplied by the Net Orderly Liquidation Value percentage
identified in the most recent inventory appraisal ordered by the Administrative
Agent multiplied by Eligible Inventory, valued at the lower of cost or market
value, determined on a first-in-first-out basis, at such time, plus

               (c) the PP&E Component, minus

               (d) Reserves.

     The Agent may, in its Permitted Discretion, reduce the advance rates set
forth above or reduce one or more of the other elements used in computing the
Borrowing Base.

          "Borrowing Base Certificate" means a certificate, signed and certified
as accurate and complete by a Financial Officer of the Borrower, in
substantially the form of Exhibit C or another form which is acceptable to the
Administrative Agent in its sole discretion.


                                       4

<PAGE>

          "Borrowing Request" means a request by the Borrower for a Revolving
Borrowing in accordance with Section 2.02.

          "Brazilian Subsidiaries" means any Subsidiary of the Borrower
organized under the laws of Brazil other than TMT.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in Chicago, Detroit or New York City are
authorized or required by law to remain closed; provided that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in U.S. Dollar deposits in the
London interbank market.

          "Canadian Dollar" and "C$" means the lawful currency of Canada.

          "Canadian Subsidiary" means any Subsidiary organized under the laws of
Canada or any province, territory or other political subdivision thereof.

          "Capital Expenditures" means, without duplication, any expenditure or
commitment to expend money for any purchase or other acquisition of any asset
which would be classified as a fixed or capital asset on a consolidated balance
sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP.

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

          "Change in Control" means (a) the acquisition on or after the
Effective Date of ownership, directly or indirectly, beneficially or of record,
by any Person or group (within the meaning of the Securities Exchange Act of
1934 and the rules of the SEC thereunder as in effect on the date hereof, but
excluding the Borrower) of Equity Interests representing more than 35% of the
aggregate ordinary voting power represented by the issued and outstanding Equity
Interests of the Borrower; or (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Borrower by Persons who were
neither (i) nominated by the board of directors of the Borrower nor (ii)
appointed by directors so nominated.

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

          "Chase" means JPMorgan Chase Bank, N.A., a national banking
association, in its individual capacity, and its successors.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Swingline Loans or Protective Advances or Overadvances.


                                       5

<PAGE>

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

          "Collateral" means any and all property owned, leased or operated by a
Person covered by the Collateral Documents and any and all other property of any
Loan Party, now existing or hereafter acquired, that may at any time be or
become subject to a security interest or Lien in favor of the Administrative
Agent, on behalf of itself and the Lenders, to secure the Secured Obligations.

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

          "Collateral Documents" means, collectively, the Security Agreement,
the Mortgages and any other documents granting a Lien upon the Collateral as
security for payment of the Secured Obligations.

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

          "Commitment" means, with respect to each Lender, the commitment, if
any, of such Lender to make Revolving Loans and to acquire participations in
Letters of Credit, Overadvances, Protective Advances and Swingline Loans
hereunder, expressed as an amount representing the maximum possible aggregate
amount of such Lender's Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.09 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each Lender's Commitment is set forth on the
Commitment Schedule, or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Commitment, as applicable.

          "Commitment Schedule" means the Schedule attached hereto identified as
such.

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

          "Controlled Disbursement Account" means any accounts of the Borrower
maintained with the Administrative Agent as a zero balance, cash management
account pursuant to and under any agreement between the Borrower and the
Administrative Agent, as modified and amended from time to time, and through
which all disbursements of the Borrower, any Loan Party and any designated
Subsidiary of the Borrower are made and settled on a daily basis with no
uninvested balance remaining overnight.

          "Credit Exposure" means, as to any Lender at any time, the sum of (a)
the outstanding principal amount of such Lender's Revolving Loans and its LC
Exposure, (b) an amount equal to its Applicable Percentage of the aggregate
principal amount of Swingline Loans at such time, plus (c) an amount equal to
its Applicable Percentage of the aggregate principal amount of Overadvances
outstanding at such time, plus (d) an amount equal to its Applicable Percentage,
if any, of the aggregate principal amount of Protective Advances outstanding at
such time.

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

          "Defaulting Lender" means any Lender that fails to make available to
the Administrative Agent such Lender's Loans required to be made hereunder or
shall have not made a payment required to


                                       6

<PAGE>

be made to the Administrative Agent or Issuing Bank hereunder. Once a Lender
becomes a Defaulting Lender, such Lender shall continue as a Defaulting Lender
until such time as such Defaulting Lender makes available to the Administrative
Agent the amount of such Defaulting Lender's Loans and all other amounts
required to be paid to the Administrative Agent and to the Issuing Bank pursuant
to this Agreement.

          "Disqualified Stock" means any Equity Interest that, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event or at the option of the holder
thereof, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, in whole or in part, or has any other mandatory payment
due thereon, provided that any Equity Interest shall not be classified as
Disqualified Stock if any such mandatory maturity, redemption or other payment
thereon shall not be required if it is prohibited by this Agreement or any
replacement or refinancing hereof without any adverse impact on the issuer of
such Equity Interest or any of its Subsidiaries.

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

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

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

          "Dollar Equivalent" of any amount means, at the time of determination
thereof, (a) if such amount is expressed in Dollars, such amount, or (b) if such
amount is expressed in a currency other than Dollars, the equivalent of such
amount in Dollars determined by using the spot exchange rate determined by the
Administrative Agent at 11:00 a.m. (New York time) on the date of determination
(or, if such date is not a Business Day, the last Business Day prior thereto)
available to it for the spot purchase in the New York foreign exchange market of
such amount of Dollars with such currency or, if such rate of exchange is not
available, such other rate as the Administrative Agent, in its reasonable
discretion, deems appropriate.

          "Domestic Subsidiary" means any Subsidiary organized under the laws of
the United States of America, any State thereof, or the District of Columbia.

          "EBITDA" means, for any period, Net Income for such period plus (a)
without duplication and to the extent deducted in determining Net Income for
such period, the sum of (i) Interest Expense for such period, (ii) income tax
expense for such period, net of tax refunds, (iii) all amounts attributable to
depreciation and amortization expense for such period, (iv) any extraordinary
non-cash charges for such period and (v) any other non-cash charges for such
period, including any non-cash charge that relates to the write-down or
write-off of inventory resulting from restructuring actions or discontinued
operations (but excluding any non-cash charge in respect of an item that was
included in Net Income in a prior period and any non-cash charge that relates to
the write-down or write-off of inventory to the extent such write-down or
write-off of inventory results from recurring inventory valuation adjustments,
including adjustments to conform inventory valuations to the lower of cost or
market value), minus (b) without duplication and to the extent included in Net
Income, (i) any cash payments made during such period in respect of non-cash
charges described in clause (a)(v) taken in a prior period, (ii) any
extraordinary gains and any non-cash items of income (other than pension
credits) for such period and (iii) interest and other investment income, all
calculated for the Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP, provided that, notwithstanding the foregoing, when EBITDA
is determined for any period ending on or before December 31, 2008, interest and
other investment income shall not be deducted from EBITDA, provided, further,
when EBITDA is determined


                                       7

<PAGE>

for any period ending after December 31, 2008, interest and other investment
income (including interest and other investment income during the period prior
to December 31, 2008) shall be deducted from EBITDA.

          "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

          "Eligible Accounts" means, at any time, the Accounts of any Loan Party
which the Administrative Agent determines in its Permitted Discretion are
eligible as the basis for the extension of Revolving Loans, Swingline Loans and
the issuance of Letters of Credit hereunder. Without limiting the Administrative
Agent's discretion provided herein, Eligible Accounts shall not include any
Account:

               (a) which is not subject to a first priority perfected security
     interest in favor of the Administrative Agent;

               (b) which is subject to any Lien other than (i) a Lien in favor
     of the Administrative Agent and (ii) a Permitted Encumbrance which does not
     have priority over the Lien in favor of the Administrative Agent;

               (c) such Account is more than 60 days past due according to the
     original terms of sale or (ii) 90 days past the original invoice date
     thereof (or 120 days past the original invoice date in respect of Account
     Debtors subject to seasonal invoicing systems in the normal course of the
     business of such Loan Party);

               (d) which is owing by an Account Debtor for which more than 50%
     of the Accounts owing from such Account Debtor and its Affiliates are
     ineligible hereunder;

               (e) the total Accounts of such Account Debtor to the Loan Party
     represent more than 10% of all Eligible Accounts at such time (except for
     Accounts from Carrier Corporation, Whirlpool and Electrolux AB, to the
     extent each such Account Debtor does not represent more than 20%, of all
     Eligible Accounts at such time), but only to the extent of such excess; or

               (f) with respect to which any covenant, representation, or
     warranty contained in this Agreement or in the Security Agreement has been
     breached or is not true;

               (g) which (i) does not arise from the sale of goods or
     performance of services in the ordinary course of business, (ii) is not
     evidenced by an invoice or other documentation satisfactory to the
     Administrative Agent which has been sent to the Account Debtor, (iii)
     represents a progress billing, (iv) is contingent upon any Loan Party's
     completion of any further performance, (v) represents a sale on a
     bill-and-hold, guaranteed sale, sale-and-return, sale on approval,
     consignment, cash-on-delivery or any other repurchase or return basis or
     (vi) relates to payments of interest;

               (h) for which the goods giving rise to such Account have not been
     shipped to the Account Debtor or for which the services giving rise to such
     Account have not been performed by any Loan Party or if such Account was
     invoiced more than once;

               (i) with respect to which any check or other instrument of
     payment has been returned uncollected for any reason;


                                       8

<PAGE>

               (j) which is owed by an Account Debtor which has (i) applied for,
     suffered, or consented to the appointment of any receiver, custodian,
     trustee, or liquidator of its assets, (ii) has had possession of all or a
     material part of its property taken by any receiver, custodian, trustee or
     liquidator, (iii) filed, or had filed against it, any request or petition
     for liquidation, reorganization, arrangement, adjustment of debts,
     adjudication as bankrupt, winding-up, or voluntary or involuntary case
     under any state or federal bankruptcy laws (other than post-petition
     accounts payable of an Account Debtor that is a debtor-in-possession under
     the Bankruptcy Code and reasonably acceptable to the Administrative Agent),
     (iv) has admitted in writing its inability, or is generally unable to, pay
     its debts as they become due, (v) become insolvent, or (vi) ceased
     operation of its business;

               (k) which is owed by any Account Debtor which has sold all or a
     substantially all of its assets;

               (l) which is owed by an Account Debtor which (i) does not
     maintain its chief executive office in the U.S. or Canada or (ii) is not
     organized under applicable law of the U.S., any state of the U.S., Canada,
     or any province of Canada unless, in either case, such Account is backed by
     a Letter of Credit acceptable to the Administrative Agent which is in the
     possession of, has been assigned to and is directly drawable by the
     Administrative Agent;

               (m) which is owed in any currency other than U.S. Dollars or
     Canadian Dollars;

               (n) which is owed by (i) the government (or any department,
     agency, public corporation, or instrumentality thereof) of any country
     other than the U.S. unless such Account is backed by a Letter of Credit
     acceptable to the Administrative Agent which is in the possession of the
     Administrative Agent, or (ii) the government of the U.S., or any
     department, agency, public corporation, or instrumentality thereof, unless
     the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. Section
     3727 et seq. and 41 U.S.C. Section 15 et seq.), and any other steps
     necessary to perfect the Lien of the Administrative Agent in such Account
     have been complied with to the Administrative Agent's satisfaction;

               (o) which is owed by any Affiliate, employee, officer, director,
     agent or stockholder of any Loan Party;

               (p) which, for any Account Debtor, exceeds a credit limit
     determined by the Administrative Agent in its Permitted Discretion, to the
     extent of such excess;

               (q) which is owed by an Account Debtor or any Affiliate of such
     Account Debtor to which any Loan Party is indebted, but only to the extent
     of such indebtedness or is subject to any security, deposit, progress
     payment, retainage or other similar advance made by or for the benefit of
     an Account Debtor, in each case to the extent thereof;

               (r) which is subject to any counterclaim, deduction, defense,
     setoff or dispute but only to the extent of any such counterclaim,
     deduction, defense, setoff or dispute;

               (s) which is evidenced by any promissory note, chattel paper, or
     instrument, unless the original thereof has been delivered to the
     Administrative Agent with any endorsements thereto requested by the
     Administrative Agent;


                                       9

<PAGE>

               (t) which is owed by an Account Debtor located in any
     jurisdiction which requires filing of a "Notice of Business Activities
     Report" or other similar report in order to permit the relevant Loan Party
     to seek judicial enforcement in such jurisdiction of payment of such
     Account, unless such Loan Party has filed such report or qualified to do
     business in such jurisdiction;

               (u) with respect to which any Loan Party has made any agreement
     with the Account Debtor for any reduction thereof, other than discounts and
     adjustments given in the ordinary course of business, or any Account which
     was partially paid and any Loan Party created a new receivable for the
     unpaid portion of such Account;

               (v) which does not comply in all material respects with the
     requirements of all applicable laws and regulations, whether Federal, state
     or local, including without limitation the Federal Consumer Credit
     Protection Act, the Federal Truth in Lending Act and Regulation Z of the
     Board;

               (w) which is for goods that have been sold under a purchase order
     or pursuant to the terms of a contract or other agreement or understanding
     (written or oral) that indicates or purports that any Person other than any
     Loan Party has or has had an ownership interest in such goods, or which
     indicates any party other than any Loan Party as payee or remittance party;

               (x) which was created on cash on delivery terms; or

               (y) which the Administrative Agent determines may not be paid by
     reason of the Account Debtor's inability to pay or which the Administrative
     Agent otherwise determines is unacceptable for any reason whatsoever.

          In the event that an Account which was previously an Eligible Account
ceases to be an Eligible Account hereunder, the Borrower shall notify the
Administrative Agent thereof on and at the time of submission to the
Administrative Agent of the next Borrowing Base Certificate. In determining the
amount of an Eligible Account, the face amount of an Account may, in the
Administrative Agent's Permitted Discretion, be reduced by, without duplication,
to the extent not reflected in such face amount, (i) the amount of all accrued
and actual discounts, claims, credits or credits pending, promotional program
allowances, price adjustments, finance charges or other allowances (including
any amount that any Loan Party may be obligated to rebate to an Account Debtor
pursuant to the terms of any agreement or understanding (written or oral)) and
(ii) the aggregate amount of all cash received in respect of such Account but
not yet applied by any Loan Party to reduce the amount of such Account.

          "Eligible Equipment" means the Equipment owned by any Loan Party and
meeting each of the following requirements:

               (a) a Loan Party has good title to such Equipment;

               (b) the relevant Loan Party has the right to subject such
     Equipment to a Lien in favor of the Administrative Agent; such Equipment is
     subject to a first priority perfected Lien in favor of the Administrative
     Agent and is free and clear of all other Liens of any nature whatsoever
     (except for Permitted Encumbrances which do not have priority over the Lien
     in favor of the Administrative Agent);


                                       10

<PAGE>

               (c) the full purchase price for such Equipment has been paid by a
     Loan Party;

               (d) such Equipment is located on premises (i) owned by a Loan
     Party, which premises are subject to a first priority perfected Lien in
     favor of the Administrative Agent, or (ii) leased by a Loan Party where (x)
     the lessor has delivered to the Administrative Agent a Collateral Access
     Agreement or (y) a Reserve for rent, charges, and other amounts due or to
     become due with respect to such facility has been established by the
     Administrative Agent in its Permitted Discretion;

               (e) such Equipment is in good working order and condition
     (ordinary wear and tear excepted) and is used or held for use by a Loan
     Party in the ordinary course of business of such Loan Party;

               (f) such Equipment is not subject to any agreement which
     restricts the ability of any Loan Party to use, sell, transport or dispose
     of such Equipment or which restricts the Administrative Agent's ability to
     take possession of, sell or otherwise dispose of such Equipment; and

               (g) such Equipment does not constitute "fixtures" under the
     applicable laws of the jurisdiction in which such Equipment is located.

          "Eligible Inventory" means, at any time, the Inventory of any Loan
Party which the Administrative Agent determines in its Permitted Discretion is
eligible as the basis for the extension of Revolving Loans, Swingline Loans and
the issuance of Letters of Credit hereunder. Without limiting the Administrative
Agent's discretion provided herein, Eligible Inventory shall not include any
Inventory:

               (a) which is not subject to a first priority perfected Lien in
     favor of the Administrative Agent;

               (b) which is subject to any Lien other than (i) a Lien in favor
     of the Administrative Agent and (ii) a Permitted Encumbrance which does not
     have priority over the Lien in favor of the Administrative Agent;

               (c) which is, in the Administrative Agent's opinion, slow moving,
     obsolete, unmerchantable, defective, used, unfit for sale, not salable at
     prices approximating at least the cost of such Inventory in the ordinary
     course of business or unacceptable due to age, type, category and/or
     quantity;

               (d) with respect to which any covenant, representation, or
     warranty contained in this Agreement or the Security Agreement has been
     breached or is not true and which does not conform to all standards imposed
     by any Governmental Authority;

               (e) in which any Person other than any Loan Party shall (i) have
     any direct or indirect ownership, interest or title to such Inventory or
     (ii) be indicated on any purchase order or invoice with respect to such
     Inventory as having or purporting to have an interest therein;

               (f) which constitutes spare or replacement parts, packaging and
     shipping material, manufacturing supplies, samples, prototypes, displays or
     display items, bill-and-hold goods, goods that are returned or marked for
     return, repossessed goods, defective or damaged


                                       11

<PAGE>

     goods, goods held on consignment, or goods which are not of a type held for
     sale in the ordinary course of business;

               (g) which is not located in the U.S. or Canada or which is in
     transit (except for goods in transit from and to manufacturing facilities
     located in the U.S. or Canada);

               (h) which is located in any location leased by a Loan Party
     unless (i) the lessor has delivered to the Administrative Agent a
     Collateral Access Agreement or (ii) a Reserve for rent, charges, and other
     amounts due or to become due with respect to such facility has been
     established by the Administrative Agent in its Permitted Discretion;

               (i) which is located in any third party warehouse or is in the
     possession of a bailee (other than a third party processor) and is not
     evidenced by a Document (other than bills of lading to the extent permitted
     pursuant to clause (g) above), unless (i) such warehouseman or bailee has
     delivered to the Administrative Agent a Collateral Access Agreement and
     such other documentation as the Administrative Agent may require or (ii) an
     appropriate Reserve has been established by the Administrative Agent in its
     Permitted Discretion;

               (j) which is being processed offsite at a third party location or
     outside processor, or is in-transit to or from said third party location or
     outside processor;

               (k) which is a discontinued product or component thereof;

               (l) which is the subject of a consignment by any Loan Party as
     consignor;

               (m) which is perishable;

               (n) which contains or bears any intellectual property rights
     licensed to any Loan Party unless the Administrative Agent is satisfied
     that it may sell or otherwise dispose of such Inventory without (i)
     infringing the rights of such licensor, (ii) violating any contract with
     such licensor, or (iii) incurring any liability with respect to payment of
     royalties other than royalties incurred pursuant to sale of such Inventory
     under the current licensing agreement;

               (o) which is not reflected in a current perpetual inventory
     report of the Loan Parties (unless such Inventory is reflected in a report
     to the Administrative Agent as "in transit" Inventory);

               (p) for which reclamation rights have been asserted by the
     seller; or

               (q) which the Administrative Agent otherwise determines is
     unacceptable for any reason whatsoever.

          In the event that Inventory which was previously Eligible Inventory
ceases to be Eligible Inventory hereunder, the Borrower shall notify the
Administrative Agent thereof on and at the time of submission to the
Administrative Agent of the next Borrowing Base Certificate.

          "Eligible Real Property" means real property acquired by a Loan Party
after the date hereof (i) that is acceptable in the sole discretion of the
Administrative Agent for inclusion in the Borrowing Base, (ii) in respect of
which an appraisal report has been delivered to the Administrative Agent in
form, scope and substance reasonably satisfactory to the Administrative Agent,
(iii) in respect of which the Administrative Agent is satisfied that all actions
necessary or desirable in order to create


                                       12

<PAGE>

perfected first priority Lien on such real property have been taken, including,
the filing and recording of Mortgages, (iv) in respect of which environmental
assessment reports have been completed and delivered to the Administrative Agent
in form and substance satisfactory to the Lenders and which does not indicate
any pending, threatened or existing Environmental Liability, or non compliance
with any Environmental Law, (v) which is adequately protected by fully-paid
valid title insurance with endorsements and in amounts acceptable to the
Administrative Agent, insuring that the Administrative Agent, for the benefit of
the Secured Creditors, shall have a perfected first priority Lien on such real
property, evidence of which shall have been provided in form and substance
satisfactory to the Administrative Agent, and (vi) if required by the
Administrative Agent: (A) an ALTA survey has been delivered for which all
necessary fees have been paid and which is dated no more than 30 days prior to
the date on which the applicable Mortgage is recorded, certified to
Administrative Agent and the issuer of the title insurance policy in a manner
satisfactory to the Administrative Agent by a land surveyor duly registered and
licensed in the state in which such Eligible Real Property is located and
acceptable to the Administrative Agent, and shows all buildings and other
improvements, any offsite improvements, the location of any easements, parking
spaces, rights of way, building setback lines and other dimensional regulations
and the absence of encroachments, either by such improvements or on to such
property, and other defects, other than encroachments and other defects
acceptable to the Administrative Agent; (B) in respect of which local counsel
for the Agreement in states in which the Eligible Real Property is located have
delivered a letter of opinion with respect to the enforceability and perfection
of the Mortgages and any related fixture filings in form and substance
satisfactory to the Administrative Agent; and (C) in respect of which the
relevant Loan Party shall have used its reasonable best efforts to obtain
estoppel certificates executed by all tenants of such Eligible Real Property and
such other consents, agreements and confirmations of lessors and third parties
have been delivered as the Administrative Agent may deem necessary or desirable,
together with evidence that all other actions that the Administrative Agent may
deem necessary or desirable in order to create perfected first priority Liens on
the property described in the Mortgages have been taken.

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

          "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

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

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

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


                                       13

<PAGE>

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

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

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

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

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

          "Existing Letter of Credit" means a letter of credit issued and
outstanding under the Existing Credit Agreement and listed on Schedule 2.06
hereto.

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


                                       14

<PAGE>

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

          "Fixed Charge Coverage Ratio" means, the ratio, determined as of the
end of each of fiscal quarter of the Borrower for the most-recently ended four
fiscal quarters, of (a) EBITDA minus the unfinanced portion of Capital
Expenditures to (b) Fixed Charges, all calculated for the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP.

          "Fixed Charges" means, with reference to any period, without
duplication, Interest Expense paid in cash, plus Rentals, plus prepayments and
scheduled principal payments on Indebtedness made during such period (other than
in respect of any revolving credit facility (including the revolving facility
hereunder) to the extent there is not an equivalent permanent reduction in
commitments thereunder), plus expense for taxes paid in cash, plus Restricted
Payments paid in cash, plus Capital Lease Obligation payments, plus cash
contributions to any Plan, all calculated for the Borrower and its Subsidiaries
on a consolidated basis.

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

          "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary or a Canadian Subsidiary.

          "Funding Account" has the meaning assigned to such term in Section
4.01(h).

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

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

          "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

          "Guaranteed Obligations" has the meaning assigned to such term in
Section 10.01.

          "Hazardous Materials" means all explosive or radioactive substances or
wastes and all


                                       15

<PAGE>

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

          "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty, (j) all obligations, contingent or otherwise, of such
Person in respect of bankers' acceptances, (k) obligations under any liquidated
earn-out, (l) obligations under any Disqualified Stock and (m) all other
Off-Balance Sheet Liabilities. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing in accordance with Section 2.07.

          "Interest Expense" means, with reference to any period, total interest
expense (including that attributable to Capital Lease Obligations) of the
Borrower and its Subsidiaries for such period with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing and net costs under Swap Agreements in respect of
interest rates to the extent such net costs are allocable to such period in
accordance with GAAP), calculated on a consolidated basis for the Borrower and
its Subsidiaries for such period in accordance with GAAP.

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

          "Interest Period" means with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of a Eurodollar
Borrowing only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar


                                       16

<PAGE>

Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and, in
the case of a Revolving Borrowing, thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.

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

          "Investment" of any Person means the acquisition by such Person of any
Equity Interests, evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, or any loan
or advance to, or Guarantee of any obligations of, or any other investment or
acquisition of any other interest in, any other Person, which in all cases is
not an Acquisition.

          "Issuing Bank" means Chase, in its capacity as the issuer of Letters
of Credit hereunder, and its successors in such capacity as provided in Section
2.06(i). The Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.

          "Joinder Agreement" has the meaning assigned to such term in Section
5.13.

          "LC Collateral Account" has the meaning assigned to such term in
Section 2.06(j).

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

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

          "Lenders" means the Persons listed on the Commitment Schedule and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

          "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

          "Level 1 Liquidity" means any time that Liquidity is equal to or
greater than $50,000,000 and no Loans (excluding Swingline Loans in an aggregate
outstanding principal amount not in excess of $5,000,000) are outstanding.

          "Level 2 Liquidity" means any time that Liquidity is equal to or
greater than $25,000,000 but is not equal to or greater than $50,000,000.

          "Level 3 Liquidity" means any time that Liquidity is less than
$25,000,000.

          "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Reuters Screen Page LIBOR01 (or on any
successor or substitute page of Reuters,


                                       17

<PAGE>

or any successor to or substitute for Reuters, providing rate quotations
comparable to those currently provided on such page of Reuters, as determined by
the Administrative Agent from time to time for purposes of providing quotations
of interest rates applicable to U.S. Dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for U.S. Dollar deposits with
a maturity comparable to such Interest Period. In the event that such rate is
not available at such time for any reason, then the "LIBO Rate" with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate (rounded
upwards, if necessary, to the nearest 1/16 of 1%) at which U.S. Dollar deposits
of $5,000,000 and for a maturity comparable to such Interest Period are offered
by the principal London office of the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.

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

          "Liquidity" means, at any time, the sum of the amount of Availability
at such time, plus 100% of the unrestricted cash of the Loan Parties at such
time on deposit with the Administrative Agent or its Affiliates in the U.S. or
Canada, plus a percentage, reasonably determined by the Administrative Agent but
in any event not less than 75%, of the Permitted Investments of the Loan Parties
at such time on deposit with the Administrative Agent or its Affiliates in the
U.S. or Canada.

          "Loan Documents" means this Agreement, any promissory notes issued
pursuant to the Agreement, any Letter of Credit applications, the Collateral
Documents, the Loan Guaranty and all other agreements, instruments, documents
and certificates identified in Section 4.01 executed and delivered to, or in
favor of, the Administrative Agent or any Lenders and including all other
pledges, powers of attorney, consents, assignments, contracts, notices, letter
of credit agreements and all other written matter whether heretofore, now or
hereafter executed by or on behalf of any Loan Party, or any employee of any
Loan Party, and delivered to the Administrative Agent or any Lender in
connection with the Agreement or the transactions contemplated thereby. Any
reference in the Agreement or any other Loan Document to a Loan Document shall
include all appendices, exhibits or schedules thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to the
Agreement or such Loan Document as the same may be in effect at any and all
times such reference becomes operative.

          "Loan Guarantor" means each present and future Domestic Subsidiary and
Canadian Subsidiary of the Borrower and their successors and assigns, and any
other Person executing a Guaranty at any time; provided that (i) Hayton Property
Company, LLC, a Wisconsin limited liability company, shall not be required to be
a Guarantor so long as it has no assets other than the existing real estate in
Wisconsin owned as of the date hereof as described by the Borrower and has no
business or material net worth, and (ii) each of The Lauson Company, a Wisconsin
corporation, Power Products Company, Inc., a Wisconsin corporation, and
Providence Controls Company, a Rhode Island corporation, shall not be required
to be a Guarantor so long as the aggregate fair market value of all of their
assets does not exceed $250,000.

          "Loan Guaranty" means Article X of this Agreement and each separate
Guarantee, in form and substance satisfactory to the Administrative Agent,
delivered by each Loan Guarantor that is a Foreign Subsidiary (which Guarantee
shall be governed by the laws of the country in which such Foreign Subsidiary is
located), as it may be amended or modified and in effect from time to time.


                                       18

<PAGE>

          "Loan Parties" means the Borrower, each Loan Guarantor and any other
Person who becomes a party to this Agreement pursuant to a Joinder Agreement and
their successors and assigns.

          "Loans" means the loans and advances made by the Lenders pursuant to
this Agreement, including Swingline Loans, Overadvances and Protective Advances.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
the Borrower and the Subsidiaries taken as a whole, (b) the ability of any Loan
Party to perform any of its obligations under the Loan Documents to which it is
a party, (c) the Collateral, or the Administrative Agent's Liens (on behalf of
itself and the Lenders) on the Collateral or the priority of such Liens, or (d)
the rights of or benefits available to the Administrative Agent, the Issuing
Bank or the Lenders thereunder.

          "Material Foreign Subsidiary" means any Foreign Subsidiary that,
together with its Subsidiaries, satisfies one of the following conditions: (i)
the portion of consolidated total assets of the Borrower and its Subsidiaries
attributable to such Foreign Subsidiary is at least 5% of the consolidated total
assets of the Borrower and its Subsidiaries at such time or (ii) the portion of
EBITDA attributable to such Foreign Subsidiary (x) is at least $1,000,000 and
(y) constitutes at least 5% of EBITDA for the applicable period, in each case
above, as would be shown in the financial statements for the most recent four
fiscal quarters ending prior to the fiscal quarter in which such determination
is made.

          "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of the Borrower and its Subsidiaries in an aggregate principal
amount exceeding $1,000,000. For purposes of determining Material Indebtedness,
the "obligations" of the Borrower or any Subsidiary in respect of any Swap
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that the Borrower or such Subsidiary would be required
to pay if such Swap Agreement were terminated at such time.

          "Maturity Date" means the date five years after the date of this
Agreement or any earlier date on which the Commitments are reduced to zero or
otherwise terminated pursuant to the terms hereof.

          "Maximum Liability" has the meaning assigned to such term in Section
10.10.

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

          "Mortgages" means any mortgage, deed of trust or other agreement which
conveys or evidences a Lien in favor of the Administrative Agent, for the
benefit of the Secured Creditors, on real property of a Loan Party, including
any amendment, modification or supplement thereto.

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

          "Net Income" means, for any period, the consolidated net income (or
loss) from continuing operations of the Borrower and its Subsidiaries as shown
on the Borrower's financial statements, determined on a consolidated basis in
accordance with GAAP; provided that there shall be excluded (a) the income (or
deficit) of any Person accrued prior to the date it becomes a Subsidiary or is
merged into or consolidated with the Borrower or any of its Subsidiaries, (b)
the income (or deficit) of any Person (other than a Subsidiary) in which the
Borrower or any of its Subsidiaries has an ownership interest, except to the
extent that any such income is actually received by the Borrower or such
Subsidiary


                                       19

<PAGE>

in the form of dividends or similar distributions and (c) the undistributed
earnings of any Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any contractual obligation (other than under any Loan
Document) or Requirement of Law applicable to such Subsidiary.

          "Net Orderly Liquidation Value" means, with respect to Inventory or
Equipment of any Person, the orderly liquidation value thereof as determined in
a manner acceptable to the Administrative Agent by an appraiser acceptable to
the Administrative Agent, net of all costs of liquidation thereof.

          "Net Proceeds" means, with respect to any event, (a) the cash proceeds
received in respect of such event including (i) any cash received in respect of
any non-cash proceeds (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or purchase
price adjustment receivable or otherwise, but excluding any interest payments),
but only as and when received, (ii) in the case of a casualty, insurance
proceeds and (iii) in the case of a condemnation or similar event, condemnation
awards and similar payments, net of (b) the sum of (i) all reasonable fees and
out-of-pocket expenses paid to third parties (other than Affiliates) in
connection with such event, (ii) in the case of a sale, transfer or other
disposition of an asset (including pursuant to a sale and leaseback transaction
or a casualty or a condemnation or similar proceeding), the amount of all
payments required to be made as a result of such event to repay Indebtedness
(other than Loans) secured by such asset or otherwise subject to mandatory
prepayment as a result of such event and (iii) the amount of all taxes paid (or
reasonably estimated to be payable) and the amount of any reserves established
to fund contingent liabilities reasonably estimated to be payable, in each case
during the year that such event occurred or the next succeeding year and that
are directly attributable to such event (as determined reasonably and in good
faith by a Financial Officer).

          "Non-Consenting Lender" has the meaning assigned to such term in
Section 9.02(d).

          "Non-Paying Guarantor" has the meaning assigned to such term in
Section 10.11.

          "Obligated Party" has the meaning assigned to such term in Section
10.02.

          "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations of the Loan Parties
to the Lenders or to any Lender, the Administrative Agent, the Issuing Bank or
any indemnified party arising under the Loan Documents.

          "Off-Balance Sheet Liability" of a Person means (a) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (b) any indebtedness, liability or obligation
under any so-called "synthetic lease" transaction entered into by such Person,
or (c) any indebtedness, liability or obligation arising with respect to any
other transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the balance sheets of
such Person, other than (i) operating leases and (ii) the sale of Accounts by
Foreign Subsidiaries to the extent there is no recourse to, or other liability
of, any Loan Party in connection therewith.

          "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property 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.

          "Overadvance" has the meaning assigned to such term in Section
2.05(c).


                                       20

<PAGE>

          "Participant" has the meaning set forth in Section 9.04.

          "Paying Guarantor" has the meaning assigned to such term in Section
10.11.

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

          "Permitted Acquisition" means an Acquisition by any Loan Party in a
transaction that satisfies each of the following requirements:

               (a) such Acquisition is not a hostile or contested acquisition;

               (b) the business acquired in connection with such Acquisition is
     not engaged, directly or indirectly, in any line of business other than the
     businesses in which the Loan Parties are engaged on the Effective Date and
     any business activities that are substantially similar, related, or
     incidental thereto;

               (c) both before and after giving effect to such Acquisition and
     the Loans (if any) requested to be made in connection therewith, each of
     the representations and warranties in the Loan Documents is true and
     correct and no Default or Event of Default exists or would be caused
     thereby;

               (d) as soon as available, but not less than thirty days prior to
     such Acquisition, the Borrower have provided the Lenders (i) notice of such
     Acquisition and (ii) a copy of all business and financial information
     reasonably requested by the Agent including pro forma financial statements,
     statements of cash flow, and Availability projections;

               (e) if the Accounts and Inventory acquired in connection with
     such Acquisition are proposed to be included in the determination of the
     Borrowing Base, the Agent shall have conducted an audit and field
     examination of such Accounts and Inventory to its satisfaction;

               (f) the total consideration (whether in cash, by the incurrence
     or assumption of any Indebtedness, by any deferred payments or by the
     payment or transfer of any other consideration) paid or payable (i) in
     connection with any single Acquisition shall not exceed (x) $100,000,000 if
     Level 1 Liquidity exists, (y) $50,000,000 if Level 2 Liquidity exists or
     (z) $10,000,000 if Level 3 Liquidity, in each case after giving effect to
     such Acquisition, and (ii) for all Acquisitions made during the term of
     this Agreement shall not exceed (x) $150,000,000 if Level 1 Liquidity
     exists, (y) $100,000,000 if Level 2 Liquidity exists or (z) $40,000,0000 if
     Level 3 Liquidity exists, in each case after giving effect to such
     Acquisition;

               (g) if such Acquisition is an acquisition of Equity Interests,
     such Acquisition will not result in any violation of Regulation U;

               (h) no Loan Party shall, as a result of or in connection with any
     such Acquisition, assume or incur any direct or contingent liabilities
     (whether relating to environmental, tax, litigation, or other matters) that
     could reasonably be expected to have a Material Adverse Effect;

               (i) the Fixed Charge Coverage Ratio, determined for the then most
     recently ended period of four consecutive fiscal quarters on a pro forma
     basis acceptable to the


                                       21

<PAGE>

     Administration Agent and assuming such Acquisition was made during such
     four consecutive fiscal quarters and after giving effect to the completion
     of such Acquisition on a pro forma basis, was not less than 1.1 to 1.0; and

               (j) the Borrower shall certify (and provide the Agent with a pro
     forma calculation in form and substance reasonably satisfactory to the
     Agent) to the Agent and the Lenders that, after giving effect to the
     completion of such Acquisition, Liquidity will be Level 2 Liquidity or
     higher on a pro forma basis which includes all consideration given in
     connection with such Acquisition.

          "Permitted Discretion" means a determination made in good faith and in
the exercise of reasonable (from the perspective of a secured asset-based
lender) business judgment.

          "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes that are not yet due or are being
     contested in compliance with Section 5.04;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     and other like Liens imposed by law, arising in the ordinary course of
     business and securing obligations that are not overdue by more than 30 days
     or are being contested in compliance with Section 5.04;

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

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

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

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

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

          "Permitted Investments" means:

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

          (b) investments in commercial paper maturing within 270 days from the
     date of acquisition thereof and having, at such date of acquisition, the
     highest credit rating obtainable from S&P or from Moody's;

          (c) investments in certificates of deposit, banker's acceptances and
     time deposits maturing


                                       22

<PAGE>

     within 180 days from the date of acquisition thereof issued or guaranteed
     by or placed with, and money market deposit accounts issued or offered by,
     any domestic office of any commercial bank organized under the laws of the
     United States of America or any State thereof which has a combined capital
     and surplus and undivided profits of not less than $500,000,000;

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

          (e) money market funds that (i) comply with the criteria set forth in
     SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA
     by S&P and Aaa by Moody's and (iii) have portfolio assets of at least
     $5,000,000,000; and

          (f) investments listed on Schedule 1.01.

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

          "PP&E Component" means, at the time of any determination, an amount
equal to the least of (i) 50% of the fair market value of any Loan Party's
Eligible Real Property as determined by an appraisal satisfactory to the
Administrative Agent, plus 80% of the Net Orderly Liquidation Value of any Loan
Party's Eligible Equipment as determined by an appraisal satisfactory to the
Administrative Agent prior to the Effective Date, less reserves established by
the Agent in its Permitted Discretion, (ii) 25% of the amount of the Aggregate
Commitment or (iii) $10,000,000; provided that, (a) the Eligible Equipment
included in the PP&E Component shall reduce five percent (5%) per quarter,
commencing on the date three months after the first anniversary of the date
hereof and (b) the Eligible Real Property included in the PP&E Component shall
reduce five percent (5%) per quarter, commencing on the date three months after
the first anniversary of the date such Eligible Real Property was included in
the PP&E Component.

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

          "Prime Rate" means the rate of interest per annum publicly announced
from time to time by Chase as its prime rate; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

          "Projections" has the meaning assigned to such term in Section
5.01(e).

          "Protective Advance" has the meaning assigned to such term in Section
2.04.

          "Register" has the meaning set forth in Section 9.04.

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

          "Rentals" means, with reference to any period, the aggregate fixed
amounts payable by the Borrower and its Subsidiaries under any operating leases
with an original term of more than one year, calculated on a consolidated basis
for the Borrower and its Subsidiaries for such period in accordance


                                       23

<PAGE>

with GAAP.

          "Report" means reports prepared by the Administrative Agent or another
Person showing the results of appraisals, field examinations or audits
pertaining to the Borrower's assets from information furnished by or on behalf
of the Borrower, after the Administrative Agent has exercised its rights of
inspection pursuant to this Agreement, which Reports may be distributed to the
Lenders by the Administrative Agent.

          "Required Lenders" means, at any time, Lenders having Credit Exposure
and unused Commitments representing more than 50% of the sum of the Aggregate
Credit Exposure and unused Aggregate Commitment at such time; provided that, as
long as there are only two Lenders, Required Lenders shall mean both Lenders.

          "Requirement of Law" means, as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

          "Reserves" means any and all reserves which the Administrative Agent
deems necessary, in its Permitted Discretion, to maintain (including, without
limitation, an availability reserve, reserves for accrued and unpaid interest on
the Secured Obligations, Banking Services Reserves, reserves for rent at
locations leased by any Loan Party and for consignee's, warehousemen's and
bailee's charges, reserves for dilution of Accounts, reserves for Inventory
shrinkage, reserves for customs charges and shipping charges related to any
Inventory in transit, reserves for Swap Obligations, reserves for contingent
liabilities of any Loan Party, reserves for uninsured losses of any Loan Party,
reserves for uninsured, underinsured, un-indemnified or under-indemnified
liabilities or potential liabilities with respect to any litigation and reserves
for taxes, fees, assessments, and other governmental charges) with respect to
the Collateral or any Loan Party.

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

          "Restructuring Entities" means Tecumseh Italy, TMT and TPIL.

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

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

          "SEC" means the Securities and Exchange Commission or any Governmental
Authority succeeding to any or all of the functions of said Commission.

          "Secured Obligations" means all Obligations, together with all (i)
Banking Services Obligations and (ii) Swap Obligations of any Loan Party or its
Subsidiaries owing to one or more Lenders or their respective Affiliates;
provided that at or prior to the time that any transaction relating to such Swap
Obligation is executed, the Lender or its Affiliate party thereto (other than
Chase) shall have


                                       24

<PAGE>

delivered written notice to the Administrative Agent that such a transaction has
been entered into and that it constitutes a Secured Obligation entitled to the
benefits of the Collateral Documents.

          "Security Agreement" means that certain Pledge and Security Agreement,
dated as of the date hereof, between the Loan Parties and the Administrative
Agent, for the benefit of the Secured Creditors, and any other pledge or
security agreement entered into, after the date of this Agreement by any other
Loan Party (as required by this Agreement or any other Loan Document), or any
other Person, as the same may be amended, restated or otherwise modified from
time to time.

          "Secured Creditors" means the Administrative Agent, the Lenders and
their respective Affiliates to which Secured Obligations are owed by any of the
Loan Parties or their Subsidiaries.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

          "Subordinated Indebtedness" of a Person means any Indebtedness of such
Person the payment of which is subordinated to payment of the Secured
Obligations to the written satisfaction of the Administrative Agent.

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

          "Subsidiary" means any direct or indirect subsidiary of the Borrower
or a Loan Party, as applicable, but excluding the Restructuring Entities.

          "Substantial Portion" means, with respect to the assets of the
Borrower and its Subsidiaries, assets which (a) represents more than 10% of the
consolidated assets of the Borrower and its Subsidiaries as would be shown in
the consolidated financial statements of the Borrower and its Subsidiaries as at
the beginning of the twelve-month period ending with the month in which such
determination is made, (b) is responsible for more than 10% of the consolidated
net sales or of the consolidated net income of the Borrower and its Subsidiaries
as reflected in the financial statements referred to in clause (a) above, (c)
represents more than 25% of the consolidated assets of the Borrower and its
Subsidiaries as would be shown in the consolidated financial statements of the
Borrower and its Subsidiaries as of the Effective Date or (d) is responsible for
more than 25% of the consolidated net sales or of the consolidated net income of
the Borrower and its Subsidiaries as reflected in the financial statements
referred to in clause (c) above.


                                       25

<PAGE>

          "Supermajority Lenders" means, at any time, Lenders having Credit
Exposure and unused Commitments representing more than 66% of the sum of the
Aggregate Credit Exposure and unused Aggregate Commitment at such time.

          "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

          "Swap Obligations" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any and all Swap
Agreements, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Swap Agreement transaction.

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

          "Swingline Loan" means a Loan made pursuant to Section 2.05.

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

          "Tecumseh Italy" means, collectively, Tecumseh Europa S.p.A and its
Subsidiaries.

          "TMT" means TMT-Motoco do Brasil Ltda.

          "TPIL" means Tecumseh Power International Limited, a company
incorporated in the United Kingdom.

          "Transactions" means the execution, delivery and performance by the
Borrower of this Agreement, the borrowing of Loans and other credit extensions,
the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

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

          "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of Michigan or any other state the laws of which are required to be
applied in connection with the issue of perfection of security interests.

          "Unliquidated Obligations" means, at any time, any Secured Obligations
(or portion thereof) that are contingent in nature or unliquidated at such time,
including any Secured Obligation that is: (i) an obligation to reimburse a bank
for drawings not yet made under a letter of credit issued by it; (ii) any other
obligation (including any guarantee) that is contingent in nature at such time;
or (iii) an obligation to provide collateral to secure any of the foregoing
types of obligations.


                                       26

<PAGE>

          "U.S. Dollars" and "$" means dollars in lawful currency of the United
States of America.

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

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

          SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. In the event that
historical accounting practices, systems or reserves relating to the components
of the Borrowing Base are modified in a manner that is adverse to the Lenders in
any material respect, the Borrower will agree to maintain such additional
reserves (for purposes of computing the Borrowing Base) in respect to the
components of the Borrowing Base and make such other adjustments (which may
include maintaining additional reserves, modifying the advance rates or
modifying the eligibility criteria for the components of the Borrowing Base).

                                   ARTICLE II

                                   The Credits

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Availability


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<PAGE>

Period in an aggregate principal amount that will not result in (a) such
Lender's Credit Exposure exceeding such Lender's Commitment or (b) the Aggregate
Credit Exposure exceeding the lesser of (i) the Aggregate Commitment or (ii) the
Borrowing Base, subject to the Administrative Agent's authority, in its sole
discretion, to make Protective Advances and Overadvances pursuant to the terms
of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.

          SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. Any Protective Advance, any
Overadvance and any Swingline Loan shall be made in accordance with the
procedures set forth in Section 2.04 and 2.05.

          (b) Subject to Section 2.14, each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith, provided that all Borrowings made on the Effective Date
must be made as ABR Borrowings but may be converted into Eurodollar Borrowings
in accordance with Section 2.08. Each Swingline Loan shall be an ABR Loan. Each
Lender at its option may make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $1,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $500,000 and not less than $500,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the Aggregate Commitment or that is
required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.06(e). Each Swingline Loan shall be in an amount acceptable to the
Administrative Agent, provided that any Swingline Loan in a minimum amount of
$100,000 and increments thereof shall be deemed acceptable to the Administrative
Agent. Borrowings of more than one Type and Class may be outstanding at the same
time; provided that there shall not at any time be more than a total of five
Eurodollar Borrowings outstanding.

          (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

          SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the Borrower shall notify the Administrative Agent of such
request either in writing (delivered by hand or facsimile) in a form approved by
the Administrative Agent and signed by the Borrower or by telephone (a) in the
case of a Eurodollar Borrowing, not later than 10:00 a.m., Chicago time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than noon, Chicago time, on the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.06(e) may be given not later than 9:00 a.m., Chicago time, on the date of the
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.01:


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<PAGE>

          (i) the aggregate amount of the requested Borrowing and a breakdown of
          the separate wires comprising such Borrowing;

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

          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
          Borrowing; and

          (iv) in the case of a Eurodollar Borrowing, the initial Interest
          Period to be applicable thereto, which shall be a period contemplated
          by the definition of the term "Interest Period."

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

          SECTION 2.04. Protective Advances. (a) Subject to the limitations set
forth below, the Administrative Agent is authorized by the Borrower and the
Lenders, from time to time in the Administrative Agent's sole discretion (but
shall have absolutely no obligation to), to make Loans to the Borrower, on
behalf of all Lenders, which the Administrative Agent, in its Permitted
Discretion, deems necessary or desirable (i) to preserve or protect the
Collateral, or any portion thereof, (ii) to enhance the likelihood of, or
maximize the amount of, repayment of the Loans and other Obligations, or (iii)
to pay any other amount chargeable to or required to be paid by the Borrower
pursuant to the terms of this Agreement, including payments of reimbursable
expenses (including costs, fees, and expenses as described in Section 9.03) and
other sums payable under the Loan Documents (any of such Loans are herein
referred to as "Protective Advances"); provided that, the aggregate amount of
Protective Advances outstanding at any time shall not at any time exceed
$5,000,000; provided further that, the aggregate amount of outstanding
Protective Advances plus the Aggregate Credit Exposure shall not exceed the
aggregate unused Commitments. Protective Advances may be made even if the
conditions precedent set forth in Section 4.02 have not been satisfied. The
Protective Advances shall be secured by the Liens in favor of the Administrative
Agent in and to the Collateral and shall constitute Obligations hereunder. All
Protective Advances shall be ABR Borrowings. The Administrative Agent's
authorization to make Protective Advances may be revoked at any time by 100% of
the Lenders. Any such revocation must be in writing and shall become effective
prospectively upon the Administrative Agent's receipt thereof. At any time that
there is sufficient Availability and the conditions precedent set forth in
Section 4.02 have been satisfied, the Administrative Agent may request the
Lenders to make a Revolving Loan to repay a Protective Advance. At any other
time the Administrative Agent may require the Lenders to fund their risk
participations described in Section 2.04(b).

          (b) Upon the making of a Protective Advance by the Administrative
Agent (whether before or after the occurrence of a Default), each Lender shall
be deemed, without further action by any party hereto, to have unconditionally
and irrevocably purchased from the Administrative Agent without recourse or
warranty, an undivided interest and participation in such Protective Advance in
proportion to its Applicable Percentage. From and after the date, if any, on
which any Lender is required to fund its participation in any Protective Advance
purchased hereunder, the Administrative Agent shall promptly distribute to such
Lender, such Lender's Applicable Percentage of all payments of principal and
interest and all proceeds of Collateral received by the Administrative Agent in
respect of such Protective Advance.


                                       29

<PAGE>

          SECTION 2.05. Swingline Loans and Overadvances. (a) Subject to the
terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans to the Borrower from time to time during the Availability
Period, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline Loans
exceeding $15,000,000 or (ii) the Aggregate Credit Exposure exceeding the lesser
of the Aggregate Commitment and the Borrowing Base; provided that the Swingline
Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans. To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by facsimile), not
later than noon, Chicago time, on the day of a proposed Swingline Loan. Each
such notice shall be irrevocable and shall specify the requested date (which
shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the Funding
Account (or, in the case of a Swingline Loan made to finance the reimbursement
of an LC Disbursement as provided in Section 2.06(e), by remittance to the
Issuing Bank, and in the case of repayment of another Loan or fees or expenses
as provided by Section 2.18(c), by remittance to the Administrative Agent to be
distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested date of
such Swingline Loan. In addition, the Borrower hereby authorizes the Swingline
Lender to, and the Swingline Lender shall, subject to the terms and conditions
set forth herein (but without any further written notice required), not later
than 1:00 p.m., Chicago time, on each Business Day, make available to the
Borrower by means of a credit to the Funding Account, the proceeds of a
Swingline Loan to the extent necessary to pay items to be drawn on any
Controlled Disbursement Account that day (as determined based on notice from the
Administrative Agent).

          (b) The Swingline Lender may by written notice given to the
Administrative Agent not later than noon, Chicago time, on any Business Day
require the Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding. Such notice shall specify the
aggregate amount of Swingline Loans in which Lenders will participate. Promptly
upon receipt of such notice, the Administrative Agent will give notice thereof
to each Lender, specifying in such notice such Lender's Applicable Percentage of
such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender's Applicable
Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.07 with
respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it
from the Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Lenders that
shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear; provided that any such payment so
remitted shall be repaid to the Swingline Lender or to the Administrative Agent,
as applicable, if and to the extent such payment is


                                       30

<PAGE>

required to be refunded to the Borrower for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

          (c) Any provision of this Agreement to the contrary notwithstanding,
at the request of the Borrower, the Administrative Agent may in its sole
discretion (but with absolutely no obligation), make Revolving Loans to the
Borrower, on behalf of the Lenders, in amounts that exceed Availability (any
such excess Revolving Loans are herein referred to collectively as
"Overadvances"); provided that, no Overadvance shall result in a Default due to
Borrower's failure to comply with Section 2.01 for so long as such Overadvance
remains outstanding in accordance with the terms of this paragraph, but solely
with respect to the amount of such Overadvance. In addition, Overadvances may be
made even if the condition precedent set forth in Section 4.02(c) has not been
satisfied. All Overadvances shall constitute ABR Borrowings. The authority of
the Administrative Agent to make Overadvances is limited to an aggregate amount
not to exceed $5,000,000 at any time, no Overadvance may remain outstanding for
more than thirty days and no Overadvance shall cause any Lender's Credit
Exposure to exceed its Commitment; provided that, the Required Lenders may at
any time revoke the Administrative Agent's authorization to make Overadvances.
Any such revocation must be in writing and shall become effective prospectively
upon the Administrative Agent's receipt thereof.

          (d) Upon the making of an Overadvance by the Administrative Agent,
each Lender shall be deemed, without further action by any party hereto, to have
unconditionally and irrevocably purchased from the Administrative Agent without
recourse or warranty, an undivided interest and participation in such
Overadvance in proportion to its Applicable Percentage of the Commitment. The
Administrative Agent may, at any time, require the Lenders to fund their
participations. From and after the date, if any, on which any Lender is required
to fund its participation in any Overadvance purchased hereunder, the
Administrative Agent shall promptly distribute to such Lender, such Lender's
Applicable Percentage of all payments of principal and interest and all proceeds
of Collateral received by the Administrative Agent in respect of such Loan.

          SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control. Upon the
effectiveness of this Agreement, each Existing Letter of Credit shall, without
any further action by any party, be deemed to have been issued as a Letter of
Credit hereunder on the Effective Date and shall for all purposes hereof be
treated as a Letter of Credit under this Agreement and any cash collateral for
such Existing Letter of Credit existing as of the Effective Date shall be
released.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or facsimile (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (prior to 9:00 am, Chicago time, at least
three Business Days prior to the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the


                                       31

<PAGE>

Borrower also shall submit a letter of credit application on the Issuing Bank's
standard form in connection with any request for a Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $10,000,000
and (ii) the Aggregate Credit Exposure shall not exceed the lesser of the
Aggregate Commitment and the Borrowing Base.

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

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

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 11:00 a.m., Chicago time, on the date that such LC
Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 9:00 a.m., Chicago time, on such date, or, if such notice
has not been received by the Borrower prior to such time on such date, then not
later than 11:00 a.m., Chicago time, on (i) the Business Day that the Borrower
receives such notice, if such notice is received prior to 9:00 a.m., Chicago
time, on the day of receipt, or (ii) the Business Day immediately following the
day that the Borrower receives such notice, if such notice is not received prior
to such time on the day of receipt; provided that the Borrower may, subject to
the conditions to borrowing set forth herein, request in accordance with Section
2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or
Swingline Loan in an equivalent amount and, to the extent so financed, the
Borrower's obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails
to make such payment when due, the Administrative Agent shall notify each Lender
of the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender's Applicable Percentage thereof. Promptly
following receipt of such notice, each Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.07 with respect to Loans made by such
Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to
the Issuing Bank the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Bank, then to such


                                       32

<PAGE>

Lenders and the Issuing Bank as their interests may appear. Any payment made by
a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan
as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

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

          (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
facsimile) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Lenders with respect to any such LC
Disbursement.

          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(d)


                                       33

<PAGE>

shall apply. Interest accrued pursuant to this paragraph shall be for the
account of the Issuing Bank, except that interest accrued on and after the date
of payment by any Lender pursuant to paragraph (e) of this Section to reimburse
the Issuing Bank shall be for the account of such Lender to the extent of such
payment.

          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of the Issuing Bank. At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Secured Creditors (the "LC Collateral Account"), an amount in
cash equal to 105% of the LC Exposure as of such date plus accrued and unpaid
interest thereon; provided that the obligation to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the Borrower described in clause (h) or
(i) of Article VII. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the Secured Obligations. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account and the Borrower hereby grants
the Administrative Agent a security interest in the LC Collateral Account. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated be applied to satisfy
other Secured Obligations. If the Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all such Defaults have been cured or
waived.

          SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 1:00 p.m., Chicago time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders in an amount equal to such Lender's Applicable Percentage;
provided that, Swingline Loans shall be made as provided in Section 2.05. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to the Funding Account;
provided that ABR Revolving Loans made to finance the reimbursement of (i) an LC
Disbursement as provided in Section 2.06(e) shall be remitted by the
Administrative Agent to the


                                       34

<PAGE>

Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained
by the Administrative Agent.

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

          SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall
not apply to Swingline Borrowings, Overadvances or Protective Advances, which
may not be converted or continued.

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

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

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

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

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


                                       35

<PAGE>

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

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

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

          (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Revolving Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at
the end of the Interest Period applicable thereto.

          SECTION 2.09. Termination and Reduction of Commitments. (a) Unless
previously terminated, all other Commitments shall terminate on the Maturity
Date.

          (b) The Borrower may at any time terminate the Commitments upon (i)
the payment in full of all outstanding Loans, together with accrued and unpaid
interest thereon and on any Letters of Credit, (ii) the cancellation and return
of all outstanding Letters of Credit (or alternatively, with respect to each
such Letter of Credit, the furnishing to the Administrative Agent of a cash
deposit (or at the discretion of the Administrative Agent a back up standby
letter of credit satisfactory to the Administrative Agent) equal to 105% of the
LC Exposure as of such date), (iii) the payment in full of the accrued and
unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
Obligations together with accrued and unpaid interest thereon.

          (c) The Borrower may from time to time reduce the Commitments;
provided that (i) each reduction of the Commitments shall be in an amount that
is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Borrower shall not reduce the Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.10,
the Aggregate Credit Exposure would exceed the lesser of the Aggregate
Commitment and the Borrowing Base.

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

          SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby


                                       36

<PAGE>

unconditionally promises to pay (i) to the Administrative Agent for the account
of each Lender the then unpaid principal amount of each Revolving Loan on the
Maturity Date, (ii) to the Administrative Agent the then unpaid amount of each
Protective Advance on the earlier of the Maturity Date and demand by the
Administrative Agent, (iii) to the Swingline Lender the then unpaid principal
amount of each Swingline Loan on the earlier of the Maturity Date and demand by
the Swingline Lender, and (iv) to the Administrative Agent the then unpaid
principal amount of each Overadvance on the earlier of the Maturity Date and
demand by the Administrative Agent.

          (b) At all times that full cash dominion is in effect pursuant to
Section 7.3 of the Security Agreement, on each Business Day, the Administrative
Agent shall apply all funds credited to the Collection Account the previous
Business Day (whether or not immediately available) first to prepay any
Protective Advances and Overadvances that may be outstanding, pro rata, and
second to prepay the Revolving Loans (including Swing Line Loans) and to cash
collateralize outstanding LC Exposure.

          (c) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

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

          (e) The entries made in the accounts maintained pursuant to paragraph
(c) or (d) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

          (f) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

          SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to prior notice in accordance with paragraph (f) of this Section
Each partial prepayment of a Eurodollar Loan shall be in an aggregate principal
amount of at least $1,000,000 (or, if less, the full amount of such Borrowing),
or an integral multiple of $1,000,000 in excess thereof. Any prepayment made
pursuant to this Section 2.11 shall be accompanied by any amounts payable in
respect thereof under Section 2.16.

          (b) Except for Overadvances permitted under Section 2.05, in the event
and on such occasion that the Aggregate Credit Exposure exceeds the lesser of
(A) the Aggregate Commitment or (B) the Borrowing Base, the Borrower shall
prepay the Aggregate Credit Exposure in an aggregate amount equal to such
excess. All such amounts shall be applied, first to prepay any Protective
Advances and Overadvances that may be outstanding, pro rata, and second to
prepay the Revolving Loans (including


                                       37

<PAGE>

Swing Line Loans) without a corresponding reduction in the Commitment and to
cash collateralize outstanding LC Exposure.

          (c) The Borrower shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by facsimile) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 10:00 a.m.,
Chicago time, three Business Days before the date of prepayment, (ii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 10:00 a.m.,
Chicago time, on the date of prepayment or (iii) in the case of prepayment of a
Swingline Loan, not later than 11:00 a.m., Chicago time, on the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid; provided that, if a notice of prepayment is given in connection with
a conditional notice of termination of the Commitments as contemplated by
Section 2.09, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.09. Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.13.

          SECTION 2.12. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the 0.375% per annum on the average daily amount of the
Available Commitment of such Lender during the period from and including the
Effective Date to but excluding the date on which the Lenders' Commitments
terminate. Accrued commitment fees shall be payable in arrears on the first
Business Day of each calendar month and on the date on which the Commitments
terminate, commencing on the first such date to occur after the date hereof. All
commitment fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed.

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


                                       38

<PAGE>

          (c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

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

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

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

          (c) Each Protective Advance and each Overadvance shall bear interest
at the Alternate Base Rate plus the Applicable Rate for Revolving Loans plus 2%.

          (d) Notwithstanding the foregoing, during the occurrence and
continuance of an Event of Default, the Administrative Agent or the Required
Lenders may, at their option, by notice to the Borrower (which notice may be
revoked at the option of the Required Lenders notwithstanding any provision of
Section 9.02 requiring the consent of "each Lender affected thereby" for
reductions in interest rates), declare that (i) all Loans shall bear interest at
2% plus the rate otherwise applicable to such Loans as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount outstanding
hereunder, such amount shall accrue at 2% plus the rate applicable to such fee
or other obligation as provided hereunder.

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

          (f) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed. The applicable
Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

          SECTION 2.14. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

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


                                       39

<PAGE>

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

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or facsimile as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing.

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

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

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

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

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

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

          (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's


                                       40

<PAGE>

right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or the Issuing Bank pursuant to this Section for
any increased costs or reductions incurred more than 270 days prior to the date
that such Lender or the Issuing Bank, as the case may be, notifies the Borrower
of the Change in Law giving rise to such increased costs or reductions and of
such Lender's or the Issuing Bank's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 270-day period referred to above shall be
extended to include the period of retroactive effect thereof.

          SECTION 2.16. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.09 and is revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.19, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for U.S. Dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

          SECTION 2.17. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

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

          (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability


                                       41
<PAGE>

delivered to the Borrower by a Lender or the Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Bank, shall be conclusive absent manifest error.

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

          (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate.

          (f) If the Administrative Agent or a Lender determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.17 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in
the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This Section shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
the Borrower or any other Person.

          SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) prior to 2:00 p.m., Chicago time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 120 South LaSalle
Street, Chicago, Illinois, except payments to be made directly to the Issuing
Bank or Swingline Lender as expressly provided herein and except that payments
pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments hereunder shall be made in U.S. Dollars. At all times that full
cash dominion is in effect pursuant to Section 7.3 of the Security Agreement,
solely for purposes of determining the amount of Loans available for borrowing
purposes, checks (in addition to immediately available funds applied pursuant to
Section 2.10(b)) from collections of items of payment and proceeds of any
Collateral shall be applied in whole or in part against the Obligations, on the
Business Day after receipt, subject to actual collection.


                                       42

<PAGE>

          (b) Any proceeds of Collateral received by the Administrative Agent
(i) not constituting either (A) a specific payment of principal, interest, fees
or other sum payable under the Loan Documents (which shall be applied as
specified by the Borrower), (B) a mandatory prepayment (which shall be applied
in accordance with Section 2.11) or (C) amounts to be applied from the
Collection Account when full cash dominion is in effect (which shall be applied
in accordance with Section 2.10(b)) or (ii) after an Event of Default has
occurred and is continuing and the Administrative Agent so elects or the
Required Lenders so direct, such funds shall be applied ratably first, to pay
any fees, indemnities, or expense reimbursements including amounts then due to
the Administrative Agent and the Issuing Bank from the Borrower, second, to pay
any fees or expense reimbursements then due to the Lenders from the Borrower,
third, to pay interest due in respect of the Overadvances and Protective
Advances, fourth, to pay the principal of the Overadvances and Protective
Advances, fifth, to pay interest then due and payable on the Loans (other than
the Overadvances and Protective Advances) ratably, sixth, to prepay principal on
the Loans (other than the Overadvances and Protective Advances), the amount of
any amounts owing with respect to Banking Services and Swap Obligations and
unreimbursed LC Disbursements ratably, seventh, to pay an amount to the
Administrative Agent equal to one hundred five percent (105%) of the aggregate
undrawn face amount of all outstanding Letters of Credit and the aggregate
amount of any unpaid LC Disbursements, to be held as cash collateral for such
Obligations, and eighth, to the payment of any other Secured Obligation due to
the Administrative Agent or any Lender by the Borrower. Notwithstanding anything
to the contrary contained in this Agreement, unless so directed by the Borrower,
or unless a Default is in existence, neither the Administrative Agent nor any
Lender shall apply any payment which it receives to any Eurodollar Loan of a
Class, except (a) on the expiration date of the Interest Period applicable to
any such Eurodollar Loan or (b) in the event, and only to the extent, that there
are no outstanding ABR Loans of the same Class and, in any such event, the
Borrower shall pay the break funding payment required in accordance with Section
2.16. The Administrative Agent and the Lenders shall have the continuing and
exclusive right to apply and reverse and reapply any and all such proceeds and
payments to any portion of the Secured Obligations.

          (c) At the election of the Administrative Agent, all payments of
principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees and expenses pursuant
to Section 9.03), and other sums payable under the Loan Documents, may be paid
from the proceeds of Borrowings made hereunder whether made following a request
by the Borrower pursuant to Section 2.03 or a deemed request as provided in this
Section or may be deducted from any deposit account of the Borrower maintained
with the Administrative Agent. The Borrower hereby irrevocably authorizes (i)
the Administrative Agent to make a Borrowing for the purpose of paying each
payment of principal, interest and fees as it becomes due hereunder or any other
amount due under the Loan Documents and agrees that all such amounts charged
shall constitute Loans (including Swingline Loans and Overadvances, but such a
Borrowing may only constitute a Protective Advance if it is to reimburse costs,
fees and expenses as described in Section 9.03) and that all such Borrowings
shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05,
as applicable and (ii) the Administrative Agent to charge any deposit account of
the Borrower maintained with the Administrative Agent for each payment of
principal, interest and fees as it becomes due hereunder or any other amount due
under the Loan Documents.

          (d) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Loans and participations in LC Disbursements and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders


                                       43

<PAGE>

ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans and participations in LC Disbursements;
provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

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

          (f) If any Lender shall fail to make any payment required to be made
by it hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lender's obligations hereunder until all such unsatisfied obligations are
fully paid.

          SECTION 2.19. Mitigation Obligations; Replacement of Lenders. If any
Lender requests compensation under Section 2.15, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.17, then:

          (a) such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17,
as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender (and the Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment);

          (b) the Borrower may, at its sole expense and effort, require such
Lender or any Lender that defaults in its obligation to fund Loans hereunder
(herein, a "Departing Lender"), upon notice to the Departing Lender and the
Administrative Agent, to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 9.04), all its
interests, rights and obligations under this Agreement to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent (and if a Commitment is being
assigned, the Issuing Bank), which consent shall not unreasonably be withheld,
(ii) the Departing Lender shall have received payment of an


                                       44

<PAGE>

amount equal to the outstanding principal of its Loans and participations in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a reduction
in such compensation or payments. A Departing Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.

          SECTION 2.20. Returned Payments. If after receipt of any payment which
is applied to the payment of all or any part of the Obligations, the
Administrative Agent or any Lender is for any reason compelled to surrender such
payment or proceeds to any Person because such payment or application of
proceeds is invalidated, declared fraudulent, set aside, determined to be void
or voidable as a preference, impermissible setoff, or a diversion of trust
funds, or for any other reason, then the Obligations or part thereof intended to
be satisfied shall be revived and continued and this Agreement shall continue in
full force as if such payment or proceeds had not been received by the
Administrative Agent or such Lender. The provisions of this Section 2.20 shall
be and remain effective notwithstanding any contrary action which may have been
taken by the Administrative Agent or any Lender in reliance upon such payment or
application of proceeds. The provisions of this Section 2.20 shall survive the
termination of this Agreement.

                                   ARTICLE III

                         Representations and Warranties

          Each Loan Party represents and warrants to the Lenders that:

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

          SECTION 3.02. Authorization; Enforceability. The Transactions are
within each Loan Party's organizational powers and have been duly authorized by
all necessary organizational actions and, if required, actions by equity
holders. The Loan Documents to which each Loan Party is a party have been duly
executed and delivered by such Loan Party and constitute a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

          SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect and except for filings
necessary to perfect Liens created pursuant to the Loan Documents, (b) will not
violate any Requirement of Law applicable to any Loan Party or any of its
Subsidiaries, (c) will not violate or result


                                       45

<PAGE>

in a default under any indenture, agreement or other instrument binding upon any
Loan Party or any of its Subsidiaries or its assets, or give rise to a right
thereunder to require any payment to be made by any Loan Party or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any Lien
on any asset of any Loan Party or any of its Subsidiaries, except Liens created
pursuant to the Loan Documents.

          SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows (i) as of and for
the fiscal year ended December 31, 2006, reported on by PricewaterhouseCoopers
LLP, independent public accountants, and (ii) as of and for the fiscal quarter
and the portion of the fiscal year ended September 30, 2007, certified by its
chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year-end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

          (b) No event, change or condition has occurred that has had, or could
reasonably be expected to have, a Material Adverse Effect, since September 30,
2007.

          SECTION 3.05. Properties. (a) As of the date of this Agreement,
Schedule 3.05 sets forth the address of each parcel of real property that is
owned or leased by each Loan Party. Each of such leases and subleases is valid
and enforceable in accordance with its terms and is in full force and effect,
and, to the knowledge of any Loan Party, no default by any party to any such
lease or sublease exists. Each of the Loan Parties and its Subsidiaries has good
and indefeasible title to, or valid leasehold interests in, all its real and
personal property, free of all Liens other than those permitted by Section 6.02.

          (b) Each Loan Party and its Subsidiaries owns, or is licensed to use,
all trademarks, tradenames, copyrights, patents and other intellectual property
necessary to its business as currently conducted, a correct and complete list of
which, as of the date of this Agreement, is set forth on Schedule 3.05, and the
use thereof by the Loan Parties and its Subsidiaries does not, to the knowledge
of any Loan Party, infringe in any material respect upon the rights of any other
Person, and the Loan Parties' rights thereto are not subject to any licensing
agreement or similar arrangement.

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

          (b) Except for the Disclosed Matters (i) no Loan Party nor any of its
Subsidiaries has received notice of any claim with respect to any Environmental
Liability or knows of any basis for any Environmental Liability and (ii) and
except with respect to any other matters that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, no Loan
Party nor any of its Subsidiaries (1) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law or (2) has become subject to
any Environmental Liability.

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


                                       46

<PAGE>

          SECTION 3.07. Compliance with Laws and Agreements. Each Loan Party and
its Subsidiaries is in compliance with all Requirements of Law applicable to it
or its property and all indentures, agreements and other instruments binding
upon it or its property, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.

          SECTION 3.08. Investment Company Status. No Loan Party nor any of its
Subsidiaries is an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940.

          SECTION 3.09. Taxes. Each Loan Party and its Subsidiaries has timely
filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by
it, except Taxes that are being contested in good faith by appropriate
proceedings and for which such Loan Party or such Subsidiary, as applicable, has
set aside on its books adequate reserves. No tax liens have been filed and, to
the knowledge of any Loan Party, no claims are being asserted with respect to
any such taxes.

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

          SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders
all agreements, instruments and corporate or other restrictions to which it or
any Subsidiary is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. Neither the Confidential Information Memorandum relating to the
Borrower in connection with this Agreement nor any of the other reports,
financial statements, certificates or other information furnished by or on
behalf of the any Loan Party to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement or any other Loan Document (as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time
delivered and, if such projected financial information was delivered prior to
the Effective Date, as of the Effective Date.

          SECTION 3.12. Material Agreements. No Loan Party is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in (i) any material agreement to which it is a party or
(ii) any agreement or instrument evidencing or governing Indebtedness.

          SECTION 3.13. Solvency. (a) Immediately after the consummation of the
Transactions to occur on the Effective Date, (i) the fair value of the assets of
each Loan Party, at a fair valuation, will exceed its debts and liabilities,
subordinated, contingent or otherwise; (ii) the present fair saleable value


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<PAGE>

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

          (b) No Loan Party intends to, or will permit any of its Subsidiaries
to, and no Loan Party believes that it or any of its Subsidiaries will, incur
debts beyond its ability to pay such debts as they mature, taking into account
the timing of and amounts of cash to be received by it or any such Subsidiary
and the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary.

          SECTION 3.14. Insurance. Schedule 3.14 sets forth a description of all
insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as
of the Effective Date. As of the Effective Date, all premiums in respect of such
insurance due and payable on or before the Effective Date have been paid. The
Borrower believes that the insurance maintained by or on behalf of the Borrower
and the Subsidiaries is adequate.

          SECTION 3.15. Capitalization and Subsidiaries. Schedule 3.15 sets
forth (a) a correct and complete list of the name and relationship to the
Borrower of each and all of the Borrower's Subsidiaries, (b) a true and complete
listing of each class of each of the Borrower's authorized Equity Interests, of
which all of such issued Equity Interests are validly issued, outstanding, fully
paid and non-assessable, and owned beneficially and of record by the Persons
identified on Schedule 3.15, and (c) the type of entity of the Borrower and each
of its Subsidiaries. All of the issued and outstanding Equity Interests owned by
any Loan Party has been (to the extent such concepts are relevant with respect
to such ownership interests) duly authorized and issued and is fully paid and
non-assessable.

          SECTION 3.16. Security Interest in Collateral. The provisions of this
Agreement and the other Loan Documents create legal and valid Liens on all the
Collateral in favor of the Administrative Agent, for the benefit of the Secured
Creditors, and assuming all filings described in the Collateral Documents are
been properly made, such Liens constitute perfected and continuing Liens on the
Collateral, securing the Secured Obligations, enforceable against the applicable
Loan Party and all third parties, and having priority over all other Liens on
the Collateral except in the case of (a) Permitted Encumbrances, to the extent
any such Permitted Encumbrances would have priority over the Liens in favor of
the Administrative Agent pursuant to any applicable law or agreement and (b)
Liens perfected only by possession (including possession of any certificate of
title) to the extent the Administrative Agent has not obtained or does not
maintain possession of such Collateral.

          SECTION 3.17. Employment Matters. As of the Effective Date, there are
no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary
pending or, to the knowledge of the Borrower, threatened. The hours worked by
and payments made to employees of the Loan Parties and the Subsidiaries have not
been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters. All payments due
from any Loan Party or any Subsidiary, or for which any claim may be made
against any Loan Party or any Subsidiary, on account of wages and employee
health and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of the Loan Party or such Subsidiary.

          SECTION 3.18. Common Enterprise. The successful operation and
condition of each of the Loan Parties is dependent on the continued successful
performance of the functions of the group of


                                       48

<PAGE>

the Loan Parties as a whole and the successful operation of each of the Loan
Parties is dependent on the successful performance and operation of each other
Loan Party. Each Loan Party expects to derive benefit (and its board of
directors or other governing body has determined that it may reasonably be
expected to derive benefit), directly and indirectly, from (i) successful
operations of each of the other Loan Parties and (ii) the credit extended by the
Lenders to the Borrower hereunder, both in their separate capacities and as
members of the group of companies. Each Loan Party has determined that
execution, delivery, and performance of this Agreement and any other Loan
Documents to be executed by such Loan Party is within its purpose, will be of
direct and indirect benefit to such Loan Party, and is in its best interest.

          SECTION 3.19. Brazilian Subsidiaries. (a) The only Brazilian
Subsidiaries that currently exist are Tecumseh do Brasil Ltda. ("TdB") and TMT.
Each Brazilian Subsidiary is a separate legal entity that is operated separately
from the other Brazilian Subsidiary. Neither Brazilian Subsidiary holds any
equity interest in the other Brazilian Subsidiary nor has the right to obtain
any equity interest in the other Brazilian Subsidiary. Neither Brazilian
Subsidiary has any capital contribution in the other Brazilian Subsidiary on
behalf of itself, the Borrower or any other Affiliate or Subsidiary of Borrower.
There is no commingling of assets of the Brazilian Subsidiaries.

          (b) Neither Brazilian Subsidiary is a joint debtor with the other
Brazilian Subsidiary on any debt, and neither Brazilian Subsidiary otherwise has
agreed to undertake any obligation or responsibility for any claims by third
parties against the other Brazilian Subsidiary, including, but not limited to,
claims related to labor or tax matters. Neither Brazilian Subsidiary has in
place (i) a guarantee of the debt of the other Brazilian Subsidiary, pledged any
of its assets as security for the debts of the other Brazilian Subsidiary or
(ii) any commitments or undertakings that could reasonably be expected to give
rise to an obligation for any claim against the other Brazilian Subsidiary. The
standard forms of debt documents provided by the lenders to each of the
Brazilian Subsidiaries and generally used as the basis for the definitive debt
documents related to the Indebtedness of each of the Brazilian Subsidiaries do
not specifically identify a default by the other Brazilian Subsidiary under any
of its Indebtedness as a cross-default, and Borrower is not aware that any such
specific cross-default provision is included in any of the actual definitive
debt documents related to Indebtedness of either of the Brazilian Subsidiaries.
Since January 1, 2003, no member of management of either of the Brazilian
Subsidiaries is, or has been, a member of the management of the other Brazilian
Subsidiary, with the exception of Gerson Verissimo and Fernando Ribeiro, who
both served as the managers for both Brazilian Subsidiaries for, with respect to
Gerson Verissimo, approximately 120 days during 2005-2006 and, with respect to
Fernando Ribeiro, approximately 90 days during 2005-2006. There are currently no
agreements between the Brazilian Subsidiaries other than the inter-company loans
made by TdB to TMT and payables and receivables arising from transactions in the
ordinary course of the respective businesses of TdB and TMT. All material
transactions and agreements between the Brazilian Subsidiaries have been entered
into on "arm's length" fair market term.

                                   ARTICLE IV

                                   Conditions

          SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02):

          (a) Credit Agreement and Loan Documents. The Administrative Agent (or
     its counsel) shall have received (i) from each party hereto either (A) a
     counterpart of this Agreement signed


                                       49

<PAGE>

     on behalf of such party or (B) written evidence satisfactory to the
     Administrative Agent (which may include facsimile transmission of a signed
     signature page of this Agreement) that such party has signed a counterpart
     of this Agreement and (ii) duly executed copies of the Loan Documents and
     such other certificates, documents, instruments and agreements as the
     Administrative Agent shall reasonably request in connection with the
     transactions contemplated by this Agreement and the other Loan Documents,
     including any promissory notes requested by a Lender pursuant to Section
     2.10 payable to the order of each such requesting Lender and a written
     opinion of the Loan Parties' counsel, addressed to the Administrative
     Agent, the Issuing Bank and the Lenders in substantially the form of
     Exhibit B.

          (b) Financial Statements and Projections. The Lenders shall have
     received (audited consolidated financial statements for the fiscal year
     ended December 31, 2006 and projections through the 2008 fiscal year.

          (c) Closing Certificates; Certified Certificate of Incorporation; Good
     Standing Certificates. The Administrative Agent shall have received (i) a
     certificate of each Loan Party, dated the Effective Date and executed by
     its Secretary or Assistant Secretary, which shall (A) certify the
     resolutions of its Board of Directors, members or other body authorizing
     the execution, delivery and performance of the Loan Documents to which it
     is a party, (B) identify by name and title and bear the signatures of the
     Financial Officers and any other officers of such Loan Party authorized to
     sign the Loan Documents to which it is a party, and (C) contain appropriate
     attachments, including the certificate or articles of incorporation or
     organization of each Loan Party certified by the relevant authority of the
     jurisdiction of organization of such Loan Party and a true and correct copy
     of its by-laws or operating, management or partnership agreement, and (ii)
     a long form good standing certificate for each Loan Party from its
     jurisdiction of organization.

          (d) No Default Certificate. The Administrative Agent shall have
     received a certificate, signed by an authorized officer of the Borrower and
     each other Loan Party, on the initial Borrowing date (i) stating that no
     Default has occurred and is continuing, (ii) stating that the
     representations and warranties contained in Article III are true and
     correct as of such date, and (iii) certifying any other factual matters as
     may be reasonably requested by the Administrative Agent.

          (e) Fees. The Lenders and the Administrative Agent shall have received
     all fees required to be paid, and all expenses for which invoices have been
     presented (including the reasonable fees and expenses of legal counsel), on
     or before the Effective Date. All such amounts will be paid with proceeds
     of Loans made on the Effective Date and will be reflected in the funding
     instructions given by the Borrower to the Administrative Agent on or before
     the Effective Date.

          (f) Lien Searches. The Administrative Agent shall have received the
     results of a recent lien search in each of the jurisdictions where assets
     of the Loan Parties are located, and such search shall reveal no liens on
     any of the assets of the Loan Parties except for liens permitted by Section
     6.02 or discharged on or prior to the Effective Date pursuant to a pay-off
     letter or other documentation satisfactory to the Administrative Agent.

          (g) Pay-Off Letter. The Administrative Agent shall have received
     satisfactory pay-off letters for all existing Indebtedness to be repaid
     from the proceeds the initial Borrowing, confirming that all Liens upon any
     of the property of the Loan Parties constituting Collateral will be
     terminated concurrently with such payment.


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<PAGE>

          (h) Funding Account. The Administrative Agent shall have received a
     notice setting forth the deposit account of the Borrower, which may be the
     Borrower's existing account with the Administrative Agent (the "Funding
     Account") to which the Lender is authorized by the Borrower to transfer the
     proceeds of any Borrowings requested or authorized pursuant to this
     Agreement.

          (i) Collateral Access and Control Agreements. The Administrative Agent
     shall have received each (i) Collateral Access Agreement required to be
     provided pursuant to Section 4.13 of the Security Agreement and (ii)
     Deposit Account Control Agreement required to be provided pursuant to
     Section 4.14 of the Security Agreement.

          (j) Solvency. The Administrative Agent shall have received a solvency
     certificate from a Financial Officer.

          (k) Borrowing Base Certificate. The Administrative Agent shall have
     received a Borrowing Base Certificate which calculates the Borrowing Base
     as of the end of the week immediately preceding the Effective Date.

          (l) Closing Availability. After giving effect to all Borrowings to be
     made on the Effective Date and the issuance of any Letters of Credit on the
     Effective Date and payment of all fees and expenses due hereunder, the
     Borrower's Availability (giving full effect to the contemplated PP&E
     Component) shall not be less than $35,000,000.

          (m) Pledged Stock; Stock Powers; Pledged Notes. The Administrative
     Agent shall have received (i) the certificates representing the shares of
     Equity Interests pledged pursuant to the Security Agreement, together with
     an undated stock power for each such certificate executed in blank by a
     duly authorized officer of the pledgor thereof and (ii) each promissory
     note (if any) pledged to the Administrative Agent pursuant to the Security
     Agreement endorsed (without recourse) in blank (or accompanied by an
     executed transfer form in blank) by the pledgor thereof.

          (n) Filings, Registrations and Recordings. Each document (including
     any Uniform Commercial Code financing statement) required by the Collateral
     Documents or under law or reasonably requested by the Administrative Agent
     to be filed, registered or recorded in order to create in favor of the
     Administrative Agent, for the benefit of the Secured Creditors, a perfected
     Lien on the Collateral described therein, prior and superior in right to
     any other Person (other than with respect to Liens expressly permitted by
     Section 6.02), shall be in proper form for filing, registration or
     recordation.

          (o) Environmental Reports. The Administrative Agent shall have
     received an environmental review reports with respect to the real
     properties of the Borrower and its Subsidiaries specified by the
     Administrative Agent from firm(s) satisfactory to the Administrative Agent,
     which review reports shall be acceptable to the Administrative Agent. Any
     environmental hazards or liabilities identified in any such environmental
     review reports shall indicate the Loan Parties' plans with respect thereto.

          (p) Mortgages, etc. The Administrative Agent shall have received, with
     respect to each parcel of real property which is required by the
     Administrative Agent in its discretion to be subject to a Lien in favor of
     the Administrative Agent, each of the following, in form and substance
     reasonably satisfactory to the Administrative Agent:

               (i) a Mortgage on such property;


                                       51

<PAGE>

               (ii) evidence that a counterpart of the Mortgage has been
          recorded in the place necessary, in the Administrative Agent's
          judgment, to create a valid and enforceable first priority Lien in
          favor of the Administrative Agent for the benefit of itself and the
          Lenders;

               (iii) ALTA or other mortgagee's title policy;

               (iv) an ALTA survey prepared and certified to the Administrative
          Agent by a surveyor acceptable to the Administrative Agent;

               (v) an opinion of counsel in the state in which such parcel of
          real property is located in form and substance and from counsel
          reasonably satisfactory to the Administrative Agent; and

               (vi) such other information, documentation, and certifications as
          may be reasonably required by the Administrative Agent.

          (q) Insurance. The Administrative Agent shall have received evidence
     of insurance coverage in form, scope, and substance reasonably satisfactory
     to the Administrative Agent and otherwise in compliance with the terms of
     Section 5.09 and Section 4.12 of the Security Agreement.

          (r) Letter of Credit Application. The Administrative Agent shall have
     received a properly completed letter of credit application if the issuance
     of a Letter of Credit will be required on the Effective Date.

          (s) Other Documents. The Administrative Agent shall have received such
     other documents as the Administrative Agent, the Issuing Bank, any Lender
     or their respective counsel may have reasonably requested.

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 2:00 p.m., Chicago time, on March 31, 2008 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time). Also notwithstanding the foregoing or anything else in this
Agreement, the Lenders have agreed that the Borrower may deliver all the
requirements to pledge its Equity Interests of its Subsidiary in India
(including without limitation the approval of the Reserve Bank of India) and may
deliver the blocked accounts agreement in form reasonably satisfactory to the
Administrative Agent with respect to the deposit accounts in Canada after the
Effective Date, and this Agreement shall be effective without the delivery of
those items, provided that the Borrower shall not be able to borrow any Loans or
obtain any Letters of Credit (other than the Existing Letters of Credit) until
all of the foregoing items are delivered.

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:

          (a) The representations and warranties of the Loan Parties set forth
     in this Agreement and the other Loan Documents shall be true and correct in
     all material respects on and as of the date of such Borrowing or the date
     of issuance, amendment, renewal or extension of such Letter


                                       52

<PAGE>

     of Credit, as applicable, except to the extent such representations and
     warranties expressly relate to an earlier date, in which case such
     representations and warranties shall have been true and correct in all
     material respects as of such earlier date, and if they are not true and
     correct the Administrative Agent or the Required Lenders shall have
     determined not to make any such Loan or instructed the Issuing Bank not to
     issue Letters of Credit as a result of the fact that such representation or
     warranty is untrue or incorrect.

          (b) At the time of and immediately after giving effect to such
     Borrowing or the issuance, amendment, renewal or extension of such Letter
     of Credit, as applicable, no Default shall have occurred and be continuing
     and the Administrative Agent or the Required Lenders shall have determined
     not to make a Loan on the occasion of such Borrowing or instructed the
     Issuing Bank not to issue such Letter of Credit as a result of such
     Default.

          (c) After giving effect to any Borrowing or the issuance of any Letter
     of Credit, Availability is not less than zero.

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

                                    ARTICLE V

                              Affirmative Covenants

          Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each Loan Party executing this
Agreement covenants and agrees, jointly and severally with all of the Loan
Parties, with the Lenders that:

          SECTION 5.01. Financial Statements; Borrowing Base and Other
Information. The Borrower will furnish to the Administrative Agent and each
Lender:

          (a) within 90 days after the end of each fiscal year of the Borrower,
     its audited consolidated balance sheet and related statements of
     operations, stockholders' equity and cash flows as of the end of and for
     such year, setting forth in each case in comparative form the figures for
     the previous fiscal year, all reported on by independent public accountants
     of recognized national standing acceptable to the Administrative Agent
     (without a "going concern" or like qualification or exception and without
     any qualification or exception as to the scope of such audit) to the effect
     that such consolidated financial statements present fairly in all material
     respects the financial condition and results of operations of the Borrower
     and its consolidated Subsidiaries on a consolidated basis in accordance
     with GAAP consistently applied, accompanied by any management letter
     prepared by said accountants (it being agreed that the furnishing of the
     Borrower's Annual Report on Form 10-K for such year, as filed with the SEC,
     will satisfy the Borrower's obligation under this Section 5.01(a) with
     respect to such year except with respect to the requirement that such
     financial statements be reported on without a "going concern" or like
     qualification or exception, or qualification arising out of the scope of
     the audit);

          (b) within 45 days after the end of each of the first three fiscal
     quarters of the Borrower, its consolidated balance sheet and related
     statements of operations, stockholders' equity and cash


                                       53

<PAGE>

     flows as of the end of and for such fiscal quarter and the then elapsed
     portion of the fiscal year, setting forth in each case in comparative form
     the figures for the corresponding period or periods of (or, in the case of
     the balance sheet, as of the end of) the previous fiscal year, all
     certified by one of its Financial Officers as presenting fairly in all
     material respects the financial condition and results of operations of the
     Borrower and its consolidated Subsidiaries on a consolidated basis in
     accordance with GAAP consistently applied, subject to normal year-end audit
     adjustments and the absence of footnotes (it being agreed that the
     furnishing of the Borrower's Quarterly Report on Form 10-Q for such
     quarter, as filed with the SEC, will satisfy the Borrower's obligations
     under this Section 5.01(b) with respect to such quarter);

          (c) within 30 days after the end of each fiscal month of the Borrower
     other than the last fiscal month of the first three fiscal quarters of the
     fiscal year of the Borrower, its consolidated balance sheet and related
     statements of operations, stockholders' equity and cash flows as of the end
     of and for such fiscal month and the then elapsed portion of the fiscal
     year, setting forth in each case in comparative form the figures for the
     corresponding period or periods of (or, in the case of the balance sheet,
     as of the end of) the previous fiscal year, all certified by one of its
     Financial Officers as presenting fairly in all material respects the
     financial condition and results of operations of the Borrower and its
     consolidated Subsidiaries on a consolidated basis in accordance with GAAP
     consistently applied, subject to normal year-end audit adjustments and the
     absence of footnotes;

          (d) concurrently with any delivery of financial statements under
     clause (a), (b) or (c) above, a certificate of a Financial Officer of the
     Borrower in substantially the form of Exhibit D (i) certifying, in the case
     of the financial statements delivered under clause (b) or (c), as
     presenting fairly in all material respects the financial condition and
     results of operations of the Borrower and its consolidated Subsidiaries on
     a consolidated basis in accordance with GAAP consistently applied, subject
     to normal year-end audit adjustments and the absence of footnotes, (ii)
     certifying as to whether a Default has occurred and, if a Default has
     occurred, specifying the details thereof and any action taken or proposed
     to be taken with respect thereto, (iii) setting forth reasonably detailed
     calculations demonstrating compliance with Section 6.12, (iv) only in the
     case of certificates delivered concurrently with financial statements
     delivered pursuant to (a) or (b) above, a computation of Average
     Availability for the applicable fiscal quarter and separate financials
     statements for the Borrower's North American compressor operations for the
     applicable fiscal quarter in form satisfactory to the Administrative Agent;
     and (v) stating whether any change in GAAP or in the application thereof
     has occurred since the date of the audited financial statements referred to
     in Section 3.04 and, if any such change has occurred, specifying the effect
     of such change on the financial statements accompanying such certificate;

          (e) as soon as available, but in any event within 30 days prior to the
     end of each fiscal year of the Borrower, a copy of the forecast of the
     Borrower for each month of the upcoming fiscal year (the "Projections") in
     form reasonably satisfactory to the Administrative Agent;

          (f) as soon as available but in any event within 20 days of the end of
     each calendar month, and at such other times as may be requested by the
     Administrative Agent if Level 3 Liquidity exists or a Default has occurred
     and is continuing, as of the period then ended, a (i) Borrowing Base
     Certificate and supporting information in connection therewith and (ii)
     detailed schedule (showing account, amount and type) of the unrestricted
     cash and Permitted Investments of the Loan Parties as of the end of such
     month on deposit with the Administrative Agent or its Affiliates in the
     U.S. or Canada, together with any additional reports and information with
     respect to the Borrowing Base and such schedule as the Administrative Agent
     may reasonably request; and the PP&E Component of the Borrowing Base shall
     be updated (i) from time to time upon


                                       54

<PAGE>

     receipt of periodic valuation updates received from the Administrative
     Agent's asset valuation experts, (ii) concurrent with the sale or
     commitment to sell any assets constituting part of the PP&E Component,
     (iii) in the event such assets are idled for any reason other than routine
     maintenance or repairs for a period in excess of ten (10) consecutive days,
     or (iv) in the event that the value of such assets is otherwise impaired,
     as determined in the Administrative Agent's sole discretion;

          (g) if Level 1 Liquidity does not exist (and if Level 1 Liquidity does
     exist the reporting under this Section 5.01(g) shall not be required), then
     as soon as available but in any event within 20 days of the end of each
     calendar month and at such other times as may be requested by the
     Administrative Agent if Level 3 Liquidity exists or a Default has occurred
     and is continuing, as of the period then ended, all delivered
     electronically in a text formatted file acceptable to the Administrative
     Agent:

               (i) a detailed aging of the Borrower's Accounts (1) including all
          invoices aged by invoice date and due date (with an explanation of the
          terms offered) and (2) reconciled to the Borrowing Base Certificate
          delivered as of such date prepared in a manner reasonably acceptable
          to the Administrative Agent, together with a summary specifying the
          name, address, and balance due for each Account Debtor;

               (ii) a schedule detailing the Borrower's Inventory, in form
          satisfactory to the Administrative Agent, (1) by location (showing
          Inventory in transit, any Inventory located with a third party under
          any consignment, bailee arrangement, or warehouse agreement), by class
          (raw material, work-in-process and finished goods), by product type,
          and by volume on hand, which Inventory shall be valued at the lower of
          cost (determined on a first-in, first-out basis) or market and
          adjusted for Reserves as the Administrative Agent has previously
          indicated to the Borrower are deemed by the Administrative Agent to be
          appropriate, (2) including a report of any variances or other results
          of Inventory counts performed by the Borrower since the last Inventory
          schedule (including information regarding sales or other reductions,
          additions, returns, credits issued by Borrower and complaints and
          claims made against the Borrower), and (3) reconciled to the Borrowing
          Base Certificate delivered as of such date;

               (iii) a worksheet of calculations prepared by the Borrower to
          determine Eligible Accounts and Eligible Inventory, such worksheets
          detailing the Accounts and Inventory excluded from Eligible Accounts
          and Eligible Inventory and the reason for such exclusion;

               (iv) a reconciliation of the Borrower's Accounts and Inventory
          between the amounts shown in the Borrower's general ledger and
          financial statements and the reports delivered pursuant to clauses (i)
          and (ii) above; and

               (v) a reconciliation of the loan balance per the Borrower's
          general ledger to the loan balance under this Agreement;

          (h) if Level 1 Liquidity does not exist (and if Level 1 Liquidity does
     exist the reporting under this Section 5.01(h) shall not be required), then
     as soon as available but in any event within 20 days of the end of each
     calendar month and at such other times as may be requested by the
     Administrative Agent if Level 3 Liquidity exists or a Default has occurred
     and is continuing, as of the month then ended, a schedule and aging of the
     Borrower's accounts payable, delivered electronically in a text formatted
     file acceptable to the Administrative Agent;


                                       55

<PAGE>

          (i) promptly upon the Administrative Agent's request which shall be
     not more than once per fiscal quarter unless Level 3 Liquidity exists or a
     Default has occurred and is continuing:

               (i) copies of invoices in connection with the invoices issued by
          the Borrower in connection with any Accounts, credit memos, shipping
          and delivery documents, and other information related thereto;

               (ii) copies of purchase orders, invoices, and shipping and
          delivery documents in connection with any Inventory or Equipment
          purchased by any Loan Party; and

               (iii) a schedule detailing the balance of all intercompany
          accounts of the Loan Parties;

          (j) promptly upon the request of the Administrative Agent, but in any
     event not more than 10 days after such request, copies of all tax returns
     filed by any Loan Party with the U.S. Internal Revenue Service requested by
     the Administrative;

          (k) promptly after the same become publicly available, copies of all
     periodic and other reports, proxy statements and other materials filed by
     the Borrower or any Subsidiary with the SEC or with any national securities
     exchange, or distributed by the Borrower to its shareholders generally, as
     the case may be, provided that the Borrower shall be deemed to have
     delivered the information referred to in this clause (k), when it provides
     notice that such information has been posted on the Internet website of the
     SEC (http://www.sec.gov), provided, further, if the Administrative Agent or
     a Lender requests such information to be delivered to it in hard copies,
     the Borrower shall furnish to the Agent or such Lender, as applicable, such
     information accordingly;

          (l) Upon the request of the Administrative Agent, an updated customer
     list for the Borrower and its Subsidiaries, which list shall state the
     customer's name, mailing address and phone number; and

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

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

          (a) the occurrence of any Default;

          (b) receipt of any notice of any governmental investigation or any
     litigation or proceeding commenced or threatened against any Loan Party
     that (i) seeks damages in excess of $500,000, (ii) seeks injunctive relief,
     (iii) is asserted or instituted against any Plan, its fiduciaries or its
     assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the
     violation of any law regarding, or seeks remedies in connection with, any
     Environmental Laws, (vi) contests any tax, fee, assessment, or other
     governmental charge in excess of $500,000, or (vii) involves any product
     recall;


                                       56

<PAGE>

          (c) any Lien (other than Permitted Encumbrances) or claim made or
     asserted against any of the Collateral;

          (d) any loss, damage, or destruction to the Collateral in the amount
     of $500,000 or more, whether or not covered by insurance;

          (e) any and all default notices received under or with respect to any
     leased location or public warehouse where Collateral is located (which
     shall be delivered within two Business Days after receipt thereof);

          (f) all material amendments to any real estate lease or other material
     agreements, together with a copy of each such amendment;

          (g) the fact that a Loan Party has entered into a Swap Agreement or an
     amendment to a Swap Agreement, together with copies of all agreements
     evidencing such Swap Agreement or amendments thereto (which shall be
     delivered within two Business Days);

          (h) the occurrence of any ERISA Event that, alone or together with any
     other ERISA Events that have occurred, could reasonably be expected to
     result in liability of the Borrower and its Subsidiaries in an aggregate
     amount exceeding $500,000; and

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

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

          SECTION 5.03. Existence; Conduct of Business. Each Loan Party will,
and will cause each Subsidiary to, (a) do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, qualifications, licenses, permits, franchises,
governmental authorizations, intellectual property rights, licenses and permits
material to the conduct of its business, and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted and
(b) carry on and conduct its business in substantially the same manner and in
substantially the same fields of enterprise as it is presently conducted;
provided that none of the foregoing shall prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.03 or any asset sale,
transfer, lease or other disposition permitted by Section 6.05.

          SECTION 5.04. Payment of Obligations. Each Loan Party will, and will
cause each Subsidiary to, pay or discharge all Material Indebtedness and all
other material liabilities and obligations, including Taxes, before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) such
Loan Party or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

          SECTION 5.05. Maintenance of Properties. Each Loan Party will, and
will cause each Subsidiary to, keep and maintain all property material to the
conduct of its business in good working order and condition, ordinary wear and
tear excepted.

          SECTION 5.06. Books and Records; Inspection Rights. Each Loan Party
will, and will


                                       57

<PAGE>

cause each Subsidiary to, (i) keep proper books of record and account in which
full, true and correct entries are made of all dealings and transactions in
relation to its business and activities and (ii) permit any representatives
designated by the Administrative Agent or any Lender (including employees of the
Administrative Agent, any Lender or any consultants, accountants, lawyers and
appraisers retained by the Administrative Agent), upon reasonable prior notice,
to visit and inspect its properties, to examine and make extracts from its books
and records, including environmental assessment reports and Phase I or Phase II
studies, to conduct field examinations of Accounts and Inventory and appraisals,
and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as reasonably
requested. The Loan Parties acknowledge that the Administrative Agent, after
exercising its rights of inspection, may prepare and distribute to the Lenders
certain Reports pertaining to the Loan Parties' assets for internal use by the
Administrative Agent and the Lenders.

          SECTION 5.07. Compliance with Laws. Each Loan Party will, and will
cause each Subsidiary to, comply with all Requirements of Law applicable to it
or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

          SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used
only for working capital and other general corporate purposes (including
Permitted Acquisitions). No part of the proceeds of any Loan and no Letter of
Credit will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including
Regulations T, U and X.

          SECTION 5.09. Insurance. Each Loan Party will, and will cause each
Subsidiary to, maintain with financially sound and reputable carriers having a
financial strength rating of at least A+ by A.M. Best Company (a) insurance in
such amounts (with no greater risk retention) and against such risks (including
loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny,
embezzlement, and other criminal activities; business interruption; and general
liability) and such other hazards, as is customarily maintained by companies of
established repute engaged in the same or similar businesses operating in the
same or similar locations and (b) all insurance required pursuant to the
Collateral Documents. The Borrower will furnish to the Lenders, upon request of
the Administrative Agent, information in reasonable detail as to the insurance
so maintained.

          SECTION 5.10. Casualty and Condemnation. The Borrower (a) will furnish
to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any material portion of the Collateral or
the commencement of any action or proceeding for the taking of any material
portion of the Collateral or interest therein under power of eminent domain or
by condemnation or similar proceeding and (b) will ensure that the Net Proceeds
of any such event (whether in the form of insurance proceeds, condemnation
awards or otherwise) are collected and applied in accordance with the applicable
provisions of this Agreement and the Collateral Documents

          SECTION 5.11. Appraisals. At any time that the Administrative Agent
requests, the Borrower and the Subsidiaries will provide the Administrative
Agent with appraisals or updates thereof of their Inventory, Equipment and, if
any Eligible Real Property is included in the PP&E Component, such Eligible Real
Property, at the Borrower's expense from an appraiser selected and engaged by
the Administrative Agent, and prepared on a basis satisfactory to the
Administrative Agent, such appraisals and updates to include, without
limitation, information required by applicable law and regulations; provided,
however, that, if no Event of Default has occurred and is continuing, no more
than one of each such appraisals per calendar year shall be at the sole expense
of the Loan Parties.

          SECTION 5.12. Depository Banks. The Borrower and its Domestic
Subsidiaries will maintain the Administrative Agent as its principal depository
bank, including for the maintenance of


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<PAGE>

operating, administrative, cash management, collection activity, and other
deposit accounts for the conduct of its business; provided, however, that the
Borrower and its Domestic Subsidiaries may (a) maintain payroll, withholding tax
and other fiduciary accounts and (b) maintain other deposit accounts as long as
the aggregate balance in all such accounts does not exceed $500,000, in each
case with depositary institutions other than the Administrative Agent.

          SECTION 5.13. Additional Collateral; Further Assurances. (a) Subject
to applicable law, the Borrower and each Subsidiary that is a Loan Party shall
cause each Subsidiary that would constitute a Loan Guarantor formed or acquired
after the date of this Agreement in accordance with the terms of this Agreement
to become a Loan Party by executing the Joinder Agreement set forth as Exhibit E
hereto (the "Joinder Agreement"). Upon execution and delivery thereof, each such
Person (i) shall automatically become a Loan Guarantor hereunder and thereupon
shall have all of the rights, benefits, duties, and obligations in such capacity
under the Loan Documents and (ii) will grant Liens to the Administrative Agent,
for the benefit of the Secured Creditors, in any property of such Loan Party
which constitutes Collateral, including any parcel of real property located in
the U.S. or Canada owned by any Loan Party.

          (b) The Borrower and each Subsidiary that is a Loan Party will cause
(i) 100% of the issued and outstanding Equity Interests of each of its Domestic
Subsidiaries and its Canadian Subsidiaries and (ii) 65% (or such greater
percentage that, due to a change in applicable law after the date hereof, (1)
could not reasonably be expected to cause the undistributed earnings of such
Foreign Subsidiary as determined for U.S. federal income tax purposes to be
treated as a deemed dividend to such Foreign Subsidiary's U.S. parent and (2)
could not reasonably be expected to cause any material adverse tax consequences)
of the issued and outstanding Equity Interests entitled to vote (within the
meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and
outstanding Equity Interests not entitled to vote (within the meaning of Treas.
Reg. Section 1.956-2(c)(2)) in each Material Foreign Subsidiary directly owned
by any Loan Party to be subject at all times to a first priority, perfected Lien
in favor of the Administrative Agent pursuant to the terms and conditions of the
Loan Documents or other security documents as the Administrative Agent shall
reasonably request.

          (c) Without limiting the foregoing, each Loan Party will, and will
cause each Subsidiary to, execute and deliver, or cause to be executed and
delivered, to the Administrative Agent such documents, agreements and
instruments, and will take or cause to be taken such further actions (including
the filing and recording of financing statements, fixture filings, mortgages,
deeds of trust and other documents and such other actions or deliveries of the
type required by Section 4.01, as applicable), which may be required by law or
which the Administrative Agent may, from time to time, reasonably request to
carry out the terms and conditions of this Agreement and the other Loan
Documents and to ensure perfection and priority of the Liens created or intended
to be created by the Collateral Documents or requested by Administrative Agent,
all at the expense of the Loan Parties.

          (d) If any material assets (including any real property or
improvements thereto or any interest therein) are acquired by the Borrower or
any Subsidiary that is a Loan Party after the Effective Date (other than assets
constituting Collateral under the Security Agreement that become subject to the
Lien in favor of the Security Agreement upon acquisition thereof), the Borrower
will notify the Administrative Agent and the Lenders thereof, and, if requested
by the Administrative Agent or the Required Lenders, the Borrower will cause
such assets to be subjected to a Lien securing the Secured Obligations and will
take, and cause the Subsidiary Loan Parties to take, such actions as shall be
necessary or reasonably requested by the Administrative Agent to grant and
perfect such Liens, including actions described in paragraph (c) of this
Section, all at the expense of the Loan Parties.

                                   ARTICLE VI


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                               Negative Covenants

          Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees, expenses and other amounts payable under
any Loan Document have been paid in full and all Letters of Credit have expired
or terminated and all LC Disbursements shall have been reimbursed, the Loan
Parties covenant and agree, jointly and severally, with the Lenders that:

          SECTION 6.01. Indebtedness. No Loan Party will, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

          (a) the Secured Obligations;

          (b) Indebtedness existing on the date hereof and set forth in Schedule
     6.01 and extensions, renewals and replacements of any such Indebtedness in
     accordance with clause (f) hereof;

          (c) Indebtedness of the Borrower to any Subsidiary and of any
     Subsidiary to the Borrower or any other Subsidiary, provided that (i)
     Indebtedness of any Subsidiary that is not a Loan Party to the Borrower or
     any Subsidiary that is a Loan Party shall be subject to Section 6.04 and
     (ii) Indebtedness of the Borrower to any Subsidiary and Indebtedness of any
     Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party
     shall be subordinated to the Secured Obligations on terms reasonably
     satisfactory to the Administrative Agent;

          (d) Guarantees by the Borrower of Indebtedness of any Subsidiary and
     by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary,
     provided that (i) the Indebtedness so Guaranteed is permitted by this
     Section 6.01, (ii) Guarantees by the Borrower or any Subsidiary that is a
     Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall
     be subject to Section 6.04 and shall be subordinated to the Secured
     Obligations of the applicable Subsidiary on the same terms as the
     Indebtedness so Guaranteed is subordinated to the Secured Obligations;

          (e) Indebtedness of the Borrower or any Subsidiary incurred to finance
     the acquisition, construction or improvement of any fixed or capital assets
     (whether or not constituting purchase money Indebtedness), including
     Capital Lease Obligations and any Indebtedness assumed in connection with
     the acquisition of any such assets or secured by a Lien on any such assets
     prior to the acquisition thereof, and extensions, renewals and replacements
     of any such Indebtedness in accordance with clause (f) hereof; provided
     that (i) such Indebtedness is incurred prior to or within 90 days after
     such acquisition or the completion of such construction or improvement and
     (ii) the aggregate principal amount of Indebtedness permitted by this
     clause (e) shall not exceed $2,500,000 at any time outstanding;

          (f) Indebtedness which represents an extension, refinancing, or
     renewal of any of the Indebtedness described in clauses (b), (e) and (i)
     hereof; provided that, (i) the principal amount or interest rate of such
     Indebtedness is not increased, (ii) any Liens securing such Indebtedness
     are not extended to any additional property of any Loan Party, (iii) no
     Loan Party that is not originally obligated with respect to repayment of
     such Indebtedness is required to become obligated with respect thereto,
     (iv) such extension, refinancing or renewal does not result in a shortening
     of the average weighted maturity of the Indebtedness so extended,
     refinanced or renewed, (v) the terms of any such extension, refinancing, or
     renewal are not less favorable to the obligor thereunder than the original
     terms of such Indebtedness and (iv) if the Indebtedness that is refinanced,
     renewed, or extended was subordinated in right of payment to the Secured


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<PAGE>

     Obligations, then the terms and conditions of the refinancing, renewal, or
     extension Indebtedness must include subordination terms and conditions that
     are at least as favorable to the Administrative Agent and the Lenders as
     those that were applicable to the refinanced, renewed, or extended
     Indebtedness;

          (g) Indebtedness owed to any person providing workers' compensation,
     health, disability or other employee benefits or property, casualty or
     liability insurance, pursuant to reimbursement or indemnification
     obligations to such person, in each case incurred in the ordinary course of
     business;

          (h) Indebtedness of the Borrower or any Subsidiary in respect of
     performance bonds, bid bonds, appeal bonds, surety bonds and similar
     obligations, in each case provided in the ordinary course of business;

          (i) Indebtedness of the target of any Permitted Acquisition or its
     Affiliates assumed in connection with any Permitted Acquisition; provided
     that, the aggregate amount of Indebtedness assumed under this clause (i)
     shall not exceed (x) $50,000,000 if Level 1 Liquidity exists, (y)
     $25,000,000 if Level 2 Liquidity exists or (z) $10,000,000 if Level 3
     Liquidity exists, in each case after giving effect to such Permitted
     Acquisition and provided further that such Indebtedness is not incurred in
     connection with, or in contemplation or anticipation of, such Permitted
     Acquisition and does not attach to any asset of the Borrower or any of its
     Subsidiaries other than the assets acquired in such Permitted Acquisition;

          (j) Indebtedness of any Foreign Subsidiary that is not Guaranteed by
     any Loan Party; provided that, the aggregate amount of Indebtedness allowed
     under this clause (j) shall not exceed (x) $75,000,000 if Level 1 Liquidity
     exists, (y) $35,000,000 if Level 2 Liquidity exists or (z) $20,000,000 if
     Level 3 Liquidity;

          (k) Indebtedness (not otherwise permitted under this Section 6.01)
     incurred by any Brazilian Subsidiary in respect of any Indebtedness owed to
     any Governmental Authority in Brazil; provided, however, (i) that the
     Dollar Equivalent of the aggregate outstanding principal amount of all such
     Indebtedness shall not exceed $30,000,000 at any time and (ii) the proceeds
     of such Indebtedness shall be held in cash deposit or money market accounts
     in the name of such Brazilian Subsidiary;

          (l) Subordinated Indebtedness which is on terms, including without
     limitation subordination terms, maturities, covenants and defaults,
     satisfactory to the Administrative Agent; and

          (m) other unsecured Indebtedness in an aggregate principal amount not
     exceeding $5,000,000 at any time outstanding.

Notwithstanding anything herein to the contrary, no Loan Party will, nor will it
permit any Subsidiary to, Guarantee any obligations of any of the Restructuring
Entities other than as described on Schedule 6.04-2.

          SECTION 6.02. Liens. No Loan Party will, nor will it permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

          (a) Liens created pursuant to any Loan Document;


                                       61
<PAGE>

          (b) Permitted Encumbrances;

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

          (d) Liens on fixed or capital assets acquired, constructed or improved
     by the Borrower or any Subsidiary; provided that (i) such security
     interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii)
     such security interests and the Indebtedness secured thereby are incurred
     prior to or within 90 days after such acquisition or the completion of such
     construction or improvement, (iii) the Indebtedness secured thereby does
     not exceed the cost of acquiring, constructing or improving such fixed or
     capital assets and (iv) such security interests shall not apply to any
     other property or assets of the Borrower or Subsidiary;

          (e) any Lien existing on any property or asset (other than Accounts
     and Inventory) prior to the acquisition thereof by the Borrower or any
     Subsidiary or existing on any property or asset (other than Accounts and
     Inventory) of any Person that becomes a Loan Party after the date hereof
     prior to the time such Person becomes a Loan Party, and any renewal,
     extension or refinancing thereof which does not increase the amount of
     Indebtedness secured thereby at the time of any such renewal, extension or
     refinance; provided that (i) such Lien is not created in contemplation of
     or in connection with such acquisition or such Person becoming a Loan
     Party, as the case may be, (ii) such Lien shall not apply to any other
     property or assets of the Loan Party and (iii) such Lien shall secure only
     those obligations which it secures on the date of such acquisition or the
     date such Person becomes a Loan Party, as the case may be and extensions,
     renewals and replacements thereof that do not increase the outstanding
     principal amount thereof;

          (f) Liens of a collecting bank arising in the ordinary course of
     business under Section 4-208 of the Uniform Commercial Code in effect in
     the relevant jurisdiction covering only the items being collected upon;

          (g) Liens arising out of sale and leaseback transactions permitted by
     Section 6.06;

          (h) Liens on property or assets (other than Accounts and Inventory)
     acquired pursuant to a Permitted Acquisition, or on property or assets
     (other than Accounts and Inventory) of a Loan Party in existence at the
     time such Loan Party is acquired pursuant to a Permitted Acquisition,
     provided that (1) any Indebtedness that is secured by such Liens is
     permitted under Section 6.01, and (2) such Liens are not incurred in
     connection with, or in contemplation or anticipation of, such Permitted
     Acquisition and do not attach to any asset of any other Loan Party;

          (i) Liens granted by a Subsidiary that is not a Loan Party in favor of
     the Borrower or another Loan Party in respect of Indebtedness owed by such
     Subsidiary; and

          (j) Liens on any assets of any Foreign Subsidiary securing
     Indebtedness permitted by Section 6.01(j).

Notwithstanding the foregoing, none of the Liens permitted pursuant to this
Section 6.02 may at any time attach to any Loan Party's (1) Accounts, other than
those permitted under clause (a) of the definition of Permitted Encumbrance and
clause (a) above, (2) Inventory, other than those permitted under clauses (a)


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<PAGE>

and (b) of the definition of Permitted Encumbrance and clause (a) above, (3)
Equipment, other than those permitted under clauses (a) and (b) of the
definition of Permitted Encumbrance and clause (a), (d), (e) and (h) above, and
(3) real property, other than those permitted under clauses (a), (b) and (f) of
the definition of Permitted Encumbrance and clause (a) above.

          SECTION 6.03. Fundamental Changes. (a) No Loan Party will, nor will it
permit any Subsidiary to, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, or liquidate or
dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Event of Default shall have occurred and be continuing (i) any
Subsidiary of the Borrower may merge into the Borrower in a transaction in which
the Borrower is the surviving corporation, (ii) any Loan Party (other than the
Borrower) may merge into any Loan Party in a transaction in which the surviving
entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may merge
into any other Subsidiary that is not a Loan Party or into any Loan Party in a
transaction in which the surviving entity is a Loan Party, and (iv) any
Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders;
provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.04.

          (b) No Loan Party will, nor will it permit any of its Subsidiaries to,
engage in any business other than businesses of the type conducted by the
Borrower and its Subsidiaries on the date of execution of this Agreement and
businesses reasonably related thereto.

          (c) No Loan Party will change its fiscal year end or fiscal quarter
ends for the current calendar year end and calendar quarter ends.

          SECTION 6.04. Investments and Acquisitions. No Loan Party will, nor
will it permit any Subsidiary to, purchase, hold or acquire (including pursuant
to any merger with any Person that was not a Loan Party and a wholly owned
Subsidiary prior to such merger) any Investment or make any Acquisition, except:

          (a) Permitted Investments, subject to control agreements in favor of
     the Administrative Agent for the benefit of the Secured Creditors or
     otherwise subject to a perfected security interest in favor of the
     Administrative Agent for the benefit of the Secured Creditors, provided
     that, notwithstanding anything herein to the contrary, if Level 1 Liquidity
     exists such control agreements shall not be required;

          (b) investments in existence on the date of this Agreement and
     described in Schedule 6.04-1;

          (c) investments by the Borrower and the Subsidiaries in Equity
     Interests in their respective Subsidiaries, provided that (A) any such
     Equity Interests held by a Loan Party shall be pledged pursuant to the
     Security Agreement (subject to the limitations applicable to common stock
     of a Foreign Subsidiary referred to in Section 5.12) and (B) the aggregate
     amount of investments by Loan Parties in Subsidiaries that are not Loan
     Parties (together with outstanding intercompany loans permitted under
     clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees
     permitted under the proviso to Section 6.04(e)) shall not exceed $2,500,000
     at any time outstanding (in each case determined without regard to any
     write-downs or write-offs);

          (d) loans or advances made by the Borrower to any Subsidiary and made
     by any Subsidiary to the Borrower or any other Subsidiary, provided that
     (A) any such loans and


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<PAGE>

     advances made by a Loan Party shall be evidenced by a promissory note
     pledged pursuant to the Security Agreement and (B) the amount of such loans
     and advances made by Loan Parties to Subsidiaries that are not Loan Parties
     (together with outstanding investments permitted under clause (B) to the
     proviso to Section 6.04(c) and outstanding Guarantees permitted under the
     proviso to Section 6.04(e)) shall not exceed $2,500,000 at any time
     outstanding (in each case determined without regard to any write-downs or
     write-offs) and shall not be made if any Event of Default or Default has
     occurred and is continuing or if Availability is less than $25,000,000;

          (e) Guarantees constituting Indebtedness permitted by Section 6.01,
     provided that the aggregate principal amount of Indebtedness of
     Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party
     shall (together with outstanding investments permitted under clause (B) to
     the proviso to Section 6.04(c) and outstanding intercompany loans permitted
     under clause (B) to the proviso to Section 6.04(d)) shall not exceed
     $2,500,000 at any time outstanding (in each case determined without regard
     to any write-downs or write-offs);

          (f) loans or advances made by a Loan Party to its employees on an
     arms-length basis in the ordinary course of business consistent with past
     practices for travel and entertainment expenses, relocation costs and
     similar purposes up to a maximum of $500,000 in the aggregate at any one
     time outstanding;

          (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement,
     notes payable, or stock or other securities issued by Account Debtors to a
     Loan Party pursuant to negotiated agreements with respect to settlement of
     such Account Debtor's Accounts in the ordinary course of business,
     consistent with past practices;

          (h) investments in the form of Swap Agreements permitted by Section
     6.07;

          (i) investments of any Person existing at the time such Person becomes
     a Subsidiary of the Borrower or consolidates or merges with the Borrower or
     any of the Subsidiaries (including in connection with a permitted
     acquisition) so long as such investments were not made in contemplation of
     such Person becoming a Subsidiary or of such merger;

          (j) investments received in connection with the dispositions of assets
     permitted by Section 6.05;

          (k) investments constituting deposits described in clauses (c) and (d)
     of the definition of the term "Permitted Encumbrances";

          (l) Permitted Acquisitions; and

          (m) other Investments in an aggregate outstanding amount not to exceed
     (x) $100,000,000 if Level 1 Liquidity exists, (y) $10,000,000 if Level 2
     Liquidity exists or (z) $5,000,000 if Level 3 Liquidity, in each case after
     giving effect to such Investment.

Notwithstanding anything herein to the contrary, No Loan Party will, nor will it
permit any Subsidiary to, purchase, hold or acquire Equity Interests, evidences
of indebtedness or other securities (including any option, warrant or other
right to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, or make any payment or transfer to any of
the Restructuring Entities other than as described on Schedule 6.04-2.


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<PAGE>

          SECTION 6.05. Asset Sales. No Loan Party will, nor will it permit any
Subsidiary to, sell, transfer, lease or otherwise dispose of any asset,
including any Equity Interest owned by it, nor will the Borrower permit any
Subsidiary to issue any additional Equity Interest in such Subsidiary (other
than to the Borrower or another Subsidiary in compliance with Section 6.04),
except:

          (a) sales, transfers and dispositions of (i) inventory in the ordinary
     course of business and (ii) used, obsolete, worn out or surplus Equipment
     or property in the ordinary course of business;

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

          (c) sales, transfers and dispositions of accounts receivable in
     connection with the compromise, settlement or collection thereof;

          (d) sales, transfers and dispositions of investments permitted by
     clauses (i) and (k) of Section 6.04;

          (e) sale and leaseback transactions permitted by Section 6.06;

          (f) dispositions resulting from any casualty or other insured damage
     to, or any taking under power of eminent domain or by condemnation or
     similar proceeding of, any property or asset of the Borrower or any
     Subsidiary; and

          (g) sales, transfers and other dispositions of assets (other than
     Equity Interests in a Subsidiary unless all Equity Interests in such
     Subsidiary are sold) that are not permitted by any other paragraph of this
     Section, provided that the aggregate fair market value of all assets sold,
     transferred or otherwise disposed of in reliance upon this paragraph (g)
     shall not exceed $5,000,000 during any fiscal year of the Borrower;

          (h) Sales, transfers and other dispositions of assets described on
     Schedule 6.05 hereto; and

          (i) Other leases, sales (including sale leasebacks) or other
     dispositions of its assets that, together with all other assets of the
     Borrower and its Subsidiaries previously leased, sold or disposed of (other
     than as provided in clauses (a) through (h) above) as permitted by this
     Section do not constitute a Substantial Portion of the assets of the
     Borrower and its Subsidiaries.

          SECTION 6.06. Sale and Leaseback Transactions. No Loan Party will, nor
will it permit any Subsidiary to, enter into any arrangement, directly or
indirectly, whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or
transferred, except for any such sale of any fixed or capital assets by the
Borrower or any Subsidiary that is made for cash consideration in an amount not
less than the fair value of such fixed or capital asset and is consummated
within 90 days after the Borrower or such Subsidiary acquires or completes the
construction of such fixed or capital asset.

          SECTION 6.07. Swap Agreements. No Loan Party will, nor will it permit
any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements
entered into to hedge or mitigate risks to which the Borrower or any Subsidiary
has actual exposure (other than those in respect of Equity Interests of the
Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in


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<PAGE>

order to effectively cap, collar or exchange interest rates (from fixed to
floating rates, from one floating rate to another floating rate or otherwise)
with respect to any interest-bearing liability or investment of the Borrower or
any Subsidiary.

          SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.
(a) No Loan Party will, nor will it permit any Subsidiary to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except (i) the Borrower
may declare and pay dividends with respect to its common stock payable solely in
additional shares of its common stock, and, with respect to its preferred stock,
payable solely in additional shares of such preferred stock or in shares of its
common stock, (ii) Subsidiaries may declare and pay dividends ratably with
respect to their Equity Interests, and (iii) the Borrower may make other
Restricted Payments provided that (A) no Event of Default or Default has
occurred and is continuing or would result after giving effect to such payment,
(B) the Borrower shall have Availability of at least $30,000,000 or Level 1
Liquidity exists after giving effect to such Restricted Payment and (C) the
Fixed Charge Coverage Ratio, determined for the then most recently ended period
of four consecutive fiscal quarters on a pro forma basis assuming such
Restricted Payment was made during such four consecutive fiscal quarters, was
not less than 1.1 to 1.0.

          (b) No Loan Party will, nor will it permit any Subsidiary to, make or
agree to pay or make, directly or indirectly, any payment or other distribution
(whether in cash, securities or other property) of or in respect of principal of
or interest on any Indebtedness, or any payment or other distribution (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Indebtedness, except:

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

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

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

          (iv) payment of secured Indebtedness that becomes due as a result of
     the voluntary sale or transfer of the property or assets securing such
     Indebtedness.

          SECTION 6.09. Transactions with Affiliates. No Loan Party will, nor
will it permit any Subsidiary to, sell, lease or otherwise transfer any property
or assets to, or purchase, lease or otherwise acquire any property or assets
from, or otherwise engage in any other transactions with, any of its Affiliates,
except (a) transactions that (i) are in the ordinary course of business and (ii)
are at prices and on terms and conditions not less favorable to the Borrower or
such Subsidiary than could be obtained on an arm's-length basis from unrelated
third parties, (b) transactions between or among the Borrower and any Subsidiary
that is a Loan Party not involving any other Affiliate, (c) any investment
permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under
Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans
or advances to employees permitted under Section 6.04, (g) the payment of
reasonable fees to directors of the Borrower or any Subsidiary who are not
employees of the Borrower or any Subsidiary, and compensation and employee
benefit arrangements paid to, and indemnities provided for the benefit of,
directors, officers or employees of the Borrower or its Subsidiaries in the
ordinary course of business, (h) any issuances of securities or other payments,
awards or grants in cash, securities or otherwise pursuant to, or the funding
of, employment agreements, stock options and stock ownership plans approved by
the Borrower's board of directors and (i) any other


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transaction agreed to in writing by the Required Lenders.

          SECTION 6.10. Restrictive Agreements. No Loan Party will, nor will it
permit any Subsidiary to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon (a) the ability of such Loan Party or any of its Subsidiaries
to create, incur or permit to exist any Lien upon any of its property or assets,
or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its Equity Interests or to make or repay loans or
advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of
the Borrower or any other Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by any Loan Document,
(ii) the foregoing shall not apply to restrictions and conditions existing on
the date hereof identified on Schedule 6.10 (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness and (v) clause (a) of the foregoing shall not
apply to customary provisions in leases and other contracts restricting the
assignment thereof.

          SECTION 6.11. Amendment of Material Documents. No Loan Party will, nor
will it permit any Subsidiary to, amend, modify or waive any of its rights under
(a) agreement relating to any Subordinated Indebtedness, or (b) its certificate
of incorporation, by-laws, operating, management or partnership agreement or
other organizational documents.

          SECTION 6.12. Fixed Charge Coverage Ratio. The Borrower will not
permit the Fixed Charge Coverage Ratio, at any time Availability is $20,000,000
or less and determined for the then most recently ended period of four
consecutive fiscal quarters, to be less than 1.1 to 1.0.

                                   ARTICLE VII

                                Events of Default

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

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

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

          (c) any representation or warranty made or deemed made by or on behalf
     of any Loan Party or any Subsidiary in or in connection with this Agreement
     or any Loan Document or any amendment or modification thereof or waiver
     thereunder, or in any report, certificate, financial statement or other
     document furnished pursuant to or in connection with this Agreement or any
     Loan Document or any amendment or modification thereof or waiver
     thereunder, shall prove to have been materially incorrect when made or
     deemed made;


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          (d) any Loan Party shall fail to observe or perform any covenant,
     condition or agreement contained in Section 5.02(a), 5.03 (with respect to
     a Loan Party's existence) or 5.08 or in Article VI;

          (e) any Loan Party shall fail to observe or perform any covenant,
     condition or agreement contained in this Agreement (other than those which
     constitute a default under another Section of this Article), and such
     failure shall continue unremedied for a period of (i) 5 days after the
     earlier of knowledge of such breach or notice thereof from the
     Administrative Agent (which notice will be given at the request of any
     Lender) if such breach relates to terms or provisions of Section 5.01, 5.02
     (other than Section 5.02(a)), 5.03 through 5.07, 5.09, 5.10 or 5.12 of this
     Agreement or (ii) 15 days after the earlier of knowledge of such breach or
     notice thereof from the Administrative Agent (which notice will be given at
     the request of any Lender) if such breach relates to terms or provisions of
     any other Section of this Agreement;

          (f) any Loan Party or any Subsidiary shall fail to make any payment
     (whether of principal or interest and regardless of amount) in respect of
     any Material Indebtedness, when and as the same shall become due and
     payable;

          (g) any event or condition occurs that results in any Material
     Indebtedness becoming due prior to its scheduled maturity or that enables
     or permits (with or without the giving of notice, the lapse of time or
     both) the holder or holders of any Material Indebtedness or any trustee or
     agent on its or their behalf to cause any Material Indebtedness to become
     due, or to require the prepayment, repurchase, redemption or defeasance
     thereof, prior to its scheduled maturity; provided that this clause (g)
     shall not apply to secured Indebtedness that becomes due as a result of the
     voluntary sale or transfer of the property or assets securing such
     Indebtedness;

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

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

          (j) any Loan Party or any Subsidiary of any Loan Party shall become
     unable, admit in writing its inability or fail generally to pay its debts
     as they become due;

          (k) one or more judgments for the payment of money in an aggregate
     amount in excess of $1,000,000 shall be rendered against any Loan Party,
     any Subsidiary of any Loan Party or any


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<PAGE>

     combination thereof and the same shall remain undischarged for a period of
     30 consecutive days during which execution shall not be effectively stayed,
     or any action shall be legally taken by a judgment creditor to attach or
     levy upon any assets of any Loan Party or any Subsidiary of any Loan Party
     to enforce any such judgment or any Loan Party or any Subsidiary of any
     Loan Party shall fail within 30 days to discharge one or more non-monetary
     judgments or orders which, individually or in the aggregate, could
     reasonably be expected to have a Material Adverse Effect, which judgments
     or orders, in any such case, are not stayed on appeal or otherwise being
     appropriately contested in good faith by proper proceedings diligently
     pursued;

          (l) an ERISA Event shall have occurred that, in the opinion of the
     Required Lenders, when taken together with all other ERISA Events that have
     occurred, could reasonably be expected to result in liability of the
     Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000
     for all periods;

          (m) a Change in Control shall occur;

          (n) the occurrence of any "default", as defined in any Loan Document
     (other than this Agreement) or the breach of any of the terms or provisions
     of any Loan Document (other than this Agreement), which default or breach
     continues beyond any period of grace therein provided;

          (o) the Loan Guaranty shall fail to remain in full force or effect or
     any action shall be taken to discontinue or to assert the invalidity or
     unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to
     comply with any of the terms or provisions of the Loan Guaranty to which it
     is a party, or any Loan Guarantor shall deny that it has any further
     liability under the Loan Guaranty to which it is a party, or shall give
     notice to such effect;

          (p) any Collateral Document shall for any reason fail to create a
     valid and perfected first priority security interest in any Collateral
     purported to be covered thereby, except as permitted by the terms of any
     Collateral Document, or any Collateral Document shall fail to remain in
     full force or effect or any action shall be taken to discontinue or to
     assert the invalidity or unenforceability of any Collateral Document, or
     any Loan Party shall fail to comply with any of the terms or provisions of
     any Collateral Document; or

          (q) any material provision of any Loan Document for any reason ceases
     to be valid, binding and enforceable in accordance with its terms (or any
     Loan Party shall challenge the enforceability of any Loan Document or shall
     assert in writing, or engage in any action or inaction based on any such
     assertion, that any provision of any of the Loan Documents has ceased to be
     or otherwise is not valid, binding and enforceable in accordance with its
     terms);

          (r) any Loan Party is criminally indicted or convicted under any law
     that may reasonably be expected to lead to a forfeiture of any property of
     such Loan Party having a fair market value in excess of $1,000,000;

          (s) the Reserve Bank of India shall fail to approve the pledge by the
     Borrower of the Equity Interests of its Subsidiary in India or such pledge
     shall not be effective for any other reason by the later of 30 days after
     the Effective Date or such later date, if any, agreed to in writing by the
     Administrative Agent; or

          (t) the blocked accounts agreement in form reasonably satisfactory to
     the Administrative Agent with respect to the deposit accounts in Canada
     shall not be signed by all parties by the later


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<PAGE>

     of 45 days after the Effective Date or such later date, if any, agreed to
     in writing by the Administrative Agent;

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

                                  ARTICLE VIII

                            The Administrative Agent

          Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf, including execution of the other Loan
Documents, and to exercise such powers as are delegated to the Administrative
Agent by the terms of the Loan Documents, together with such actions and powers
as are reasonably incidental thereto.

          The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Loan Parties or any Subsidiary of a Loan Party
or other Affiliate thereof as if it were not the Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing as directed by
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.02), and (c)
except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to any Loan Party or any of its Subsidiaries
that is


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communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.02) or in the
absence of its own gross negligence or wilful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection with
any Loan Document, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement, instrument or document, (v) the creation, perfection or
priority of Liens on the Collateral or the existence of the Collateral, or (vi)
the satisfaction of any condition set forth in Article IV or elsewhere in any
Loan Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

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

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

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent which
shall be a commercial bank or an Affiliate of any such commercial bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.


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<PAGE>

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

          Each Lender hereby agrees that (a) it has requested a copy of each
Report prepared by or on behalf of the Administrative Agent; (b) the
Administrative Agent (i) makes no representation or warranty, express or
implied, as to the completeness or accuracy of any Report or any of the
information contained therein or any inaccuracy or omission contained in or
relating to a Report and (ii) shall not be liable for any information contained
in any Report; (c) the Reports are not comprehensive audits or examinations, and
that any Person performing any field examination will inspect only specific
information regarding the Loan Parties and will rely significantly upon the Loan
Parties' books and records, as well as on representations of the Loan Parties'
personnel and that the Administrative Agent undertakes no obligation to update,
correct or supplement the Reports; (d) it will keep all Reports confidential and
strictly for its internal use, not share the Report with any Loan Party or any
other Person except as otherwise permitted pursuant to this Agreement; and (e)
without limiting the generality of any other indemnification provision contained
in this Agreement, it will pay and protect, and indemnify, defend, and hold the
Administrative Agent and any such other Person preparing a Report harmless from
and against, the claims, actions, proceedings, damages, costs, expenses, and
other amounts (including reasonable attorney fees) incurred by as the direct or
indirect result of any third parties who might obtain all or part of any Report
through the indemnifying Lender.

          Neither any Lender identified in this Agreement or otherwise as a
"co-agent" or "syndication agent" or "documentation agent" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such.

                                   ARTICLE IX

                                  Miscellaneous

          SECTION 9.01. Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to
paragraph (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by facsimile, as follows:

          (i) if to any Loan Party, to the Borrower at:
              100 East Patterson
              Tecumseh, Michigan  49286
              Attention: James S. Nicholson, Vice President, Treasurer and
              Chief Financial Officer
              Facsimile No: ________________

          (ii) if to the  Administrative  Agent, the Issuing Bank or the
               Swingline  Lender, to JPMorgan Chase Bank, N.A. at:

               1300 East Ninth Street, 13th Floor
               Cleveland, Ohio 44114
               Attention: Matthew Brewer
               Facsimile No: 216-781-2071


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<PAGE>

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

All such notices and other communications (i) sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been
given when received or (ii) sent by facsimile shall be deemed to have been given
when sent, provided that if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient.

          (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications (including e-mail and
internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices
pursuant to Article II or to compliance and no Event of Default certificates
delivered pursuant to Section 5.01(d) unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures
may be limited to particular notices or communications. All such notices and
other communications (i) sent to an e-mail address shall be deemed received upon
the sender's receipt of an acknowledgement from the intended recipient (such as
by the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if not given during the normal business
hours of the recipient, such notice or communication shall be deemed to have
been given at the opening of business on the next Business Day for the
recipient, and (ii) posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (b)(i) of notification that such notice or
communication is available and identifying the website address therefor.

          (c) Any party hereto may change its address or facsimile number for
notices and other communications hereunder by notice to the other parties
hereto.

          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Bank and the Lenders hereunder and under any other Loan Document are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.

          (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except (i) in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, (ii) in the case of
any other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Loan Party or Loan Parties that
are parties thereto, with the consent of the


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<PAGE>

Required Lenders; provided that no such agreement shall (i) increase the
Commitment of any Lender without the written consent of such Lender (provided
that the Administrative Agent may make Protective Advances as set forth in
Section 2.04), (ii) reduce or forgive the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce or forgive any
interest or fees payable hereunder, without the written consent of each Lender
directly affected thereby, (iii) postpone any scheduled date of payment of the
principal amount of any Loan or LC Disbursement, or any date for the payment of
any interest, fees or other Obligations payable hereunder, or reduce the amount
of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner that
would alter the manner in which payments are shared, without the written consent
of each Lender, (v) change any of the provisions of this Section or the
definition of "Required Lenders" or any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class)
required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender, (vi) release any material Loan Guarantor from its obligation under
its Loan Guaranty (except as otherwise permitted herein or in the other Loan
Documents), without the written consent of each Lender, or (vii) except as
provided in clauses (d) and (e) of this Section or in any Collateral Document,
release all or substantially all of the Collateral, without the written consent
of each Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, the Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, and no such agreement shall increase the advance rates set forth in the
definition of Borrowing Base without the consent of the Supermajority Lenders.
The Administrative Agent may also amend the Commitment Schedule to reflect
assignments entered into pursuant to Section 9.04

          (c) The Lenders hereby irrevocably authorize the Administrative Agent,
at its option and in its sole discretion, to release any Liens granted to the
Administrative Agent by the Loan Parties on any Collateral (i) upon the
termination of the all Commitments, payment and satisfaction in full in cash of
all Secured Obligations (other than Unliquidated Obligations), and the cash
collateralization of all Unliquidated Obligations in a manner satisfactory to
each affected Lender, (ii) constituting property being sold or disposed of if
the Loan Party disposing of such property certifies to the Administrative Agent
that the sale or disposition is made in compliance with the terms of this
Agreement (and the Administrative Agent may rely conclusively on any such
certificate, without further inquiry), (iii) constituting property leased to a
Loan Party under a lease which has expired or been terminated in a transaction
permitted under this Agreement, or (iv) as required to effect any sale or other
disposition of such Collateral in connection with any exercise of remedies of
the Administrative Agent and the Lenders pursuant to Article VII. Except as
provided in the preceding sentence, the Administrative Agent will not release
any Liens on Collateral without the prior written authorization of the Required
Lenders; provided that, the Administrative Agent may in its discretion, release
its Liens on Collateral valued in the aggregate not in excess of $1,000,000
during any calendar year without the prior written authorization of the Required
Lenders. Any such release shall not in any manner discharge, affect, or impair
the Obligations or any Liens (other than those expressly being released) upon
(or obligations of the Loan Parties in respect of) all interests retained by the
Loan Parties, including the proceeds of any sale, all of which shall continue to
constitute part of the Collateral.

          (d) If, in connection with any proposed amendment, waiver or consent
requiring the consent of "each Lender" or "each Lender affected thereby," the
consent of the Required Lenders is obtained, but the consent of other necessary
Lenders is not obtained (any such Lender whose consent is necessary but not
obtained being referred to herein as a "Non-Consenting Lender"), then the
Borrower may elect to replace a Non-Consenting Lender as a Lender party to this
Agreement, provided that, concurrently with such replacement, (i) another bank
or other entity which is reasonably satisfactory to


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<PAGE>

the Borrower and the Administrative Agent shall agree, as of such date, to
purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption and to become a Lender for all
purposes under this Agreement and to assume all obligations of the
Non-Consenting Lender to be terminated as of such date and to comply with the
requirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to
such Non-Consenting Lender in same day funds on the day of such replacement (1)
all interest, fees and other amounts then accrued but unpaid to such
Non-Consenting Lender by the Borrower hereunder to and including the date of
termination, including without limitation payments due to such Non-Consenting
Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the
payment which would have been due to such Lender on the day of such replacement
under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on
such date rather than sold to the replacement Lender.

          (e) Notwithstanding anything herein to the contrary, no Defaulting
Lender shall be entitled to vote (whether to consent or to withhold its consent)
with respect to any amendment, modification, termination or waiver of any
provision of this Agreement or any other Loan Document or any departure
therefrom or any direction from the Lenders to the Administrative Agent, and,
for purposes of determining the Required Lenders at any time, the Commitments
and the Credit Exposure of each Defaulting Lenders shall be disregarded.

          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication and distribution (including, without limitation, via the
internet or through a service such as Intralinks) of the credit facilities
provided for herein, the preparation and administration of the Loan Documents or
any amendments, modifications or waivers of the provisions of the Loan Documents
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or
any Lender, including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Bank or any Lender, in connection with the
enforcement, collection or protection of its rights in connection with the Loan
Documents, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit. Expenses being
reimbursed by the Borrower under this Section include, without limiting the
generality of the foregoing, costs and expenses incurred in connection with:

          (i) appraisals and insurance reviews;

          (ii) field examinations and the preparation of Reports based on the
     fees charged by a third party retained by the Administrative Agent or the
     internally allocated fees for each Person employed by the Administrative
     Agent with respect to each field examination, provided that no more than
     two such examinations per calendar year shall be at the Borrower's expense
     unless an Event of Default has occurred;

          (iii) background checks regarding senior management and/or key
     investors, as deemed necessary or appropriate in the sole discretion of the
     Administrative Agent;


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<PAGE>

          (iv) taxes, fees and other charges for (A) lien and title searches and
     title insurance and (B) recording the Mortgages, filing financing
     statements and continuations, and other actions to perfect, protect, and
     continue the Administrative Agent's Liens;

          (v) sums paid or incurred to take any action required of any Loan
     Party under the Loan Documents that such Loan Party fails to pay or take;
     and

          (vi) forwarding loan proceeds, collecting checks and other items of
     payment, and establishing and maintaining the accounts and lock boxes, and
     costs and expenses of preserving and protecting the Collateral.

All of the foregoing costs and expenses may be charged to the Borrower as
Revolving Loans or to another deposit account, all as described in Section
2.18(c).

          (b) The Borrower shall indemnify the Administrative Agent, the Issuing
Bank and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, penalties,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of the Loan Documents or any agreement or instrument
contemplated thereby, the performance by the parties hereto of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
penalties, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such Indemnitee.

          (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline
Lender under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as
the case may be, such Lender's Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, penalty, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent, the Issuing Bank or
the Swingline Lender in its capacity as such.

          (d) To the extent permitted by applicable law, no Loan Party shall
assert, and each hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement or any agreement or instrument contemplated hereby,
the Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof.

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


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          SECTION 9.04. Successors and Assigns (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i)
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.

          (b)(i) Subject to the conditions set forth in paragraph (b)(ii) below,
any Lender may assign to one or more assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of:

               (A) the Borrower, provided that no consent of the Borrower shall
     be required for an assignment to a Lender, an Affiliate of a Lender, an
     Approved Fund or, if an Event of Default has occurred and is continuing,
     any other assignee;

               (B) the Administrative Agent; and

               (C) the Issuing Bank.

          (ii) Assignments shall be subject to the following additional
conditions:

               (A) except in the case of an assignment to a Lender or an
     Affiliate of a Lender or an assignment of the entire remaining amount of
     the assigning Lender's Commitment or Loans of any Class, the amount of the
     Commitment or Loans of the assigning Lender subject to each such assignment
     (determined as of the date the Assignment and Assumption with respect to
     such assignment is delivered to the Administrative Agent) shall not be less
     than $5,000,000 unless each of the Borrower and the Administrative Agent
     otherwise consent, provided that no such consent of the Borrower shall be
     required if an Event of Default has occurred and is continuing;

               (B) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and obligations
     under this Agreement;

               (C) the parties to each assignment shall execute and deliver to
     the Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $3,500; and

               (D) the assignee, if it shall not be a Lender, shall deliver to
     the Administrative Agent an Administrative Questionnaire in which the
     assignee designates one or more Credit Contacts to whom all syndicate-level
     information (which may contain material non-public information about the
     Borrower, the Loan Parties and their Related Parties or their respective
     securities) will be made available and who may receive such information in
     accordance with the assignee's compliance procedures and applicable laws,
     including Federal and state securities laws.


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          For the purposes of this Section 9.04(b), the term "Approved Fund" has
the following meaning:

          "Approved Fund" means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

          (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

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

          (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register;
provided that if either the assigning Lender or the assignee shall have failed
to make any payment required to be made by it pursuant to Section 2.05, 2.06(d)
or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no
obligation to accept such Assignment and Assumption and record the information
therein in the Register unless and until such payment shall have been made in
full, together with all accrued interest thereon. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

          (c)(i) Any Lender may, without the consent of the Borrower, the
Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or


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instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.18(c) as though it were a Lender.

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

          (d) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including without limitation any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

          SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their


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respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by facsimile or electronic mail message shall
be effective as delivery of a manually executed counterpart of this Agreement.

          SECTION 9.07. Severability. Any provision of any Loan Document held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions thereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower or such Loan Guarantor against any of and all the Secured Obligations
held by such Lender, irrespective of whether or not such Lender shall have made
any demand under the Loan Documents and although such obligations may be
unmatured. The applicable Lender shall notify the Borrower and the
Administrative Agent of such set-off or application, provided that any failure
to give or any delay in giving such notice shall not affect the validity of any
such set-off or application under this Section. The rights of each Lender under
this Section are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

          SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) The Loan Documents (other than those containing a contrary express
choice of law provision) shall be governed by and construed in accordance with
the internal laws (without regard to the conflict of laws provisions) of the
State of Michigan, but giving effect to federal laws applicable to national
banks.

          (b) Each Loan Party hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of any U.S.
Federal in Michigan or Michigan State court in any action or proceeding arising
out of or relating to any Loan Documents, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such Michigan State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against any Loan Party or its properties in the
courts of any jurisdiction.

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

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.


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          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 9.12. Confidentiality. Each of the Administrative Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by Requirement of Law or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any assignee of or Participant in, or
any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Loan Parties and
their obligations, (g) with the consent of the Borrower or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative Agent,
the Issuing Bank or any Lender on a non-confidential basis from a source other
than the Borrower. For the purposes of this Section, "Information" means all
information received from the Borrower relating to the Borrower or its business,
other than any such information that is available to the Administrative Agent,
the Issuing Bank or any Lender on a non-confidential basis prior to disclosure
by the Borrower; provided that, in the case of information received from the
Borrower after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

          EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12
FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE BORROWER AND ITS AFFILIATES AND THEIR RELATED PARTIES
OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL
HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES
AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


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<PAGE>

          ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,
FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE
COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION,
WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN
PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY,
EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS
IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH
ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
SECURITIES LAWS.

          SECTION 9.13. Several Obligations; Nonreliance; Violation of Law. The
respective obligations of the Lenders hereunder are several and not joint and
the failure of any Lender to make any Loan or perform any of its obligations
hereunder shall not relieve any other Lender from any of its obligations
hereunder. Each Lender hereby represents that it is not relying on or looking to
any margin stock for the repayment of the Borrowings provided for herein.
Anything contained in this Agreement to the contrary notwithstanding, neither
the Issuing Bank nor any Lender shall be obligated to extend credit to the
Borrower in violation of any Requirement of Law.

          SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act") hereby notifies the Borrower that pursuant to
the requirements of the Act, it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender to
identify the Borrower in accordance with the Act.

          SECTION 9.15. Disclosure. Each Loan Party and each Lender hereby
acknowledges and agrees that the Administrative Agent and/or its Affiliates from
time to time may hold investments in, make other loans to or have other
relationships with any of the Loan Parties and their respective Affiliates.

          SECTION 9.16. Appointment for Perfection. Each Lender hereby appoints
each other Lender as its agent for the purpose of perfecting Liens, for the
benefit of the Secured Creditors, in assets which, in accordance with Article 9
of the UCC or any other applicable law can be perfected only by possession.
Should any Lender (other than the Administrative Agent) obtain possession of any
such Collateral, such Lender shall notify the Administrative Agent thereof, and,
promptly upon the Administrative Agent's request therefor shall deliver such
Collateral to the Administrative Agent or otherwise deal with such Collateral in
accordance with the Administrative Agent's instructions.

          SECTION 9.17. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount,


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

                                    ARTICLE X

                                  Loan Guaranty

          SECTION 10.01. Guaranty. Each Loan Guarantor (other than those that
have delivered a separate Guaranty) hereby agrees that it is jointly and
severally liable for, and, as primary obligor and not merely as surety,
absolutely and unconditionally guarantees to the Lenders the prompt payment when
due, whether at stated maturity, upon acceleration or otherwise, and at all
times thereafter, of the Secured Obligations and all costs and expenses
including, without limitation, all court costs and attorneys' and paralegals'
fees (including allocated costs of in-house counsel and paralegals) and expenses
paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders
in endeavoring to collect all or any part of the Secured Obligations from, or in
prosecuting any action against, the Borrower, any Loan Guarantor or any other
guarantor of all or any part of the Secured Obligations (such costs and
expenses, together with the Secured Obligations, collectively the "Guaranteed
Obligations"). Each Loan Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed in whole or in part without notice to or
further assent from it, and that it remains bound upon its guarantee
notwithstanding any such extension or renewal. All terms of this Loan Guaranty
apply to and may be enforced by or on behalf of any domestic or foreign branch
or Affiliate of any Lender that extended any portion of the Guaranteed
Obligations.

          SECTION 10.02. Guaranty of Payment. This Loan Guaranty is a guaranty
of payment and not of collection. Each Loan Guarantor waives any right to
require the Administrative Agent, the Issuing Bank or any Lender to sue the
Borrower, any Loan Guarantor, any other guarantor, or any other person obligated
for all or any part of the Guaranteed Obligations (each, an "Obligated Party"),
or otherwise to enforce its payment against any collateral securing all or any
part of the Guaranteed Obligations.

          SECTION 10.03. No Discharge or Diminishment of Loan Guaranty. (a)
Except as otherwise provided for herein, the obligations of each Loan Guarantor
hereunder are unconditional and absolute and not subject to any reduction,
limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Guaranteed Obligations), including:
(i) any claim of waiver, release, extension, renewal, settlement, surrender,
alteration, or compromise of any of the Guaranteed Obligations, by operation of
law or otherwise; (ii) any change in the corporate existence, structure or
ownership of the Borrower or any other guarantor of or other person liable for
any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Obligated Party, or
their assets or any resulting release or discharge of any obligation of any
Obligated Party; or (iv) the existence of any claim, setoff or other rights
which any Loan Guarantor may have at any time against any Obligated Party, the
Administrative Agent, the Issuing Bank, any Lender, or any other person, whether
in connection herewith or in any unrelated transactions.

          (b) The obligations of each Loan Guarantor hereunder are not subject
to any defense or setoff, counterclaim, recoupment, or termination whatsoever by
reason of the invalidity, illegality, or unenforceability of any of the
Guaranteed Obligations or otherwise, or any provision of applicable law or
regulation purporting to prohibit payment by any Obligated Party, of the
Guaranteed Obligations or any part thereof.

          (c) Further, the obligations of any Loan Guarantor hereunder are not
discharged or impaired or otherwise affected by: (i) the failure of the
Administrative Agent, the Issuing Bank or any


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Lender to assert any claim or demand or to enforce any remedy with respect to
all or any part of the Guaranteed Obligations; (ii) any waiver or modification
of or supplement to any provision of any agreement relating to the Guaranteed
Obligations; (iii) any release, non-perfection, or invalidity of any indirect or
direct security for the obligations of the Borrower for all or any part of the
Guaranteed Obligations or any obligations of any other guarantor of or other
person liable for any of the Guaranteed Obligations; (iv) any action or failure
to act by the Administrative Agent, the Issuing Bank or any Lender with respect
to any collateral securing any part of the Guaranteed Obligations; or (v) any
default, failure or delay, willful or otherwise, in the payment or performance
of any of the Guaranteed Obligations, or any other circumstance, act, omission
or delay that might in any manner or to any extent vary the risk of such Loan
Guarantor or that would otherwise operate as a discharge of any Loan Guarantor
as a matter of law or equity (other than the indefeasible payment in full in
cash of the Guaranteed Obligations).

          SECTION 10.04. Defenses Waived. To the fullest extent permitted by
applicable law, each Loan Guarantor hereby waives any defense based on or
arising out of any defense of the Borrower or any Loan Guarantor or the
unenforceability of all or any part of the Guaranteed Obligations from any
cause, or the cessation from any cause of the liability of the Borrower or any
Loan Guarantor, other than the indefeasible payment in full in cash of the
Guaranteed Obligations. Without limiting the generality of the foregoing, each
Loan Guarantor irrevocably waives acceptance hereof, presentment, demand,
protest and, to the fullest extent permitted by law, any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
person against any Obligated Party, or any other person. The Administrative
Agent may, at its election, foreclose on any Collateral held by it by one or
more judicial or nonjudicial sales, accept an assignment of any such Collateral
in lieu of foreclosure or otherwise act or fail to act with respect to any
collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with
any Obligated Party or exercise any other right or remedy available to it
against any Obligated Party, without affecting or impairing in any way the
liability of such Loan Guarantor under this Loan Guaranty except to the extent
the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the
fullest extent permitted by applicable law, each Loan Guarantor waives any
defense arising out of any such election even though that election may operate,
pursuant to applicable law, to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of any Loan Guarantor against any
Obligated Party or any security.

          SECTION 10.05. Rights of Subrogation. No Loan Guarantor will assert
any right, claim or cause of action, including, without limitation, a claim of
subrogation, contribution or indemnification that it has against any Obligated
Party, or any collateral, until the Loan Parties and the Loan Guarantors have
fully performed all their obligations to the Administrative Agent, the Issuing
Bank and the Lenders.

          SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any
payment of any portion of the Guaranteed Obligations is rescinded or must
otherwise be restored or returned upon the insolvency, bankruptcy, or
reorganization of the Borrower or otherwise, each Loan Guarantor's obligations
under this Loan Guaranty with respect to that payment shall be reinstated at
such time as though the payment had not been made and whether or not the
Administrative Agent, the Issuing Bank and the Lenders are in possession of this
Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed
Obligations is stayed upon the insolvency, bankruptcy or reorganization of the
Borrower, all such amounts otherwise subject to acceleration under the terms of
any agreement relating to the Guaranteed Obligations shall nonetheless be
payable by the Loan Guarantors forthwith on demand by the Lender.

          SECTION 10.07. Information. Each Loan Guarantor assumes all
responsibility for being and keeping itself informed of the Borrower's financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations and the nature, scope and extent of the
risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and
agrees that neither the


                                       84

<PAGE>

Administrative Agent, the Issuing Bank nor any Lender shall have any duty to
advise any Loan Guarantor of information known to it regarding those
circumstances or risks.

          SECTION 10.08. Termination. The Lenders may continue to make loans or
extend credit to the Borrower based on this Loan Guaranty until five days after
it receives written notice of termination from any Loan Guarantor.
Notwithstanding receipt of any such notice, each Loan Guarantor will continue to
be liable to the Lenders for any Guaranteed Obligations created, assumed or
committed to prior to the fifth day after receipt of the notice, and all
subsequent renewals, extensions, modifications and amendments with respect to,
or substitutions for, all or any part of that Guaranteed Obligations.

          SECTION 10.09. Taxes. All payments of the Guaranteed Obligations will
be made by each Loan Guarantor free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if any Loan Guarantor shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, Lender or Issuing Bank (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) such Loan Guarantor shall make such deductions
and (iii) such Loan Guarantor shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

          SECTION 10.10. Maximum Liability. The provisions of this Loan Guaranty
are severable, and in any action or proceeding involving any state corporate
law, or any state, federal or foreign bankruptcy, insolvency, reorganization or
other law affecting the rights of creditors generally, if the obligations of any
Loan Guarantor under this Loan Guaranty would otherwise be held or determined to
be avoidable, invalid or unenforceable on account of the amount of such Loan
Guarantor's liability under this Loan Guaranty, then, notwithstanding any other
provision of this Loan Guaranty to the contrary, the amount of such liability
shall, without any further action by the Loan Guarantors or the Lenders, be
automatically limited and reduced to the highest amount that is valid and
enforceable as determined in such action or proceeding (such highest amount
determined hereunder being the relevant Loan Guarantor's "Maximum Liability".
This Section with respect to the Maximum Liability of each Loan Guarantor is
intended solely to preserve the rights of the Lenders to the maximum extent not
subject to avoidance under applicable law, and no Loan Guarantor nor any other
person or entity shall have any right or claim under this Section with respect
to such Maximum Liability, except to the extent necessary so that the
obligations of any Loan Guarantor hereunder shall not be rendered voidable under
applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may
at any time and from time to time exceed the Maximum Liability of each Loan
Guarantor without impairing this Loan Guaranty or affecting the rights and
remedies of the Lenders hereunder, provided that, nothing in this sentence shall
be construed to increase any Loan Guarantor's obligations hereunder beyond its
Maximum Liability.

          SECTION 10.11. Contribution. In the event any Loan Guarantor (a
"Paying Guarantor") shall make any payment or payments under this Loan Guaranty
or shall suffer any loss as a result of any realization upon any collateral
granted by it to secure its obligations under this Loan Guaranty, each other
Loan Guarantor (each a "Non-Paying Guarantor") shall contribute to such Paying
Guarantor an amount equal to such Non-Paying Guarantor's "Applicable Percentage"
of such payment or payments made, or losses suffered, by such Paying Guarantor.
For purposes of this Article X, each Non-Paying Guarantor's "Applicable
Percentage" with respect to any such payment or loss by a Paying Guarantor shall
be determined as of the date on which such payment or loss was made by reference
to the ratio of (i) such Non-Paying Guarantor's Maximum Liability as of such
date (without giving effect to any right to receive, or obligation to make, any
contribution hereunder) or, if such Non-Paying Guarantor's Maximum Liability has
not been determined, the aggregate amount of all monies received by such
Non-Paying Guarantor from the Borrower after the date hereof (whether by loan,
capital infusion or by other means)


                                       85

<PAGE>

to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder
(including such Paying Guarantor) as of such date (without giving effect to any
right to receive, or obligation to make, any contribution hereunder), or to the
extent that a Maximum Liability has not been determined for any Loan Guarantor,
the aggregate amount of all monies received by such Loan Guarantors from the
Borrower after the date hereof (whether by loan, capital infusion or by other
means). Nothing in this provision shall affect any Loan Guarantor's several
liability for the entire amount of the Guaranteed Obligations (up to such Loan
Guarantor's Maximum Liability). Each of the Loan Guarantors covenants and agrees
that its right to receive any contribution under this Loan Guaranty from a
Non-Paying Guarantor shall be subordinate and junior in right of payment to the
payment in full in cash of the Guaranteed Obligations. This provision is for the
benefit of both the Administrative Agent, the Issuing Bank, the Lenders and the
Loan Guarantors and may be enforced by any one, or more, or all of them in
accordance with the terms hereof.

          SECTION 10.12. Liability Cumulative. The liability of each Loan Party
as a Loan Guarantor under this Article X is in addition to and shall be
cumulative with all liabilities of each Loan Party to the Administrative Agent,
the Issuing Bank and the Lenders under this Agreement and the other Loan
Documents to which such Loan Party is a party or in respect of any obligations
or liabilities of the other Loan Parties, without any limitation as to amount,
unless the instrument or agreement evidencing or creating such other liability
specifically provides to the contrary.


                                       86

<PAGE>

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

                                        TECUMSEH PRODUCTS COMPANY


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


                                        [OTHER LOAN PARTIES]


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


                                        JPMORGAN CHASE BANK, N.A., individually,
                                        as Administrative Agent, Issuing Bank
                                        and Swingline Lender


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


                                        [OTHER BANKS]


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


                                       87

<PAGE>

                               COMMITMENT SCHEDULE

<TABLE>
<CAPTION>
          LENDER              COMMITMENT
          ------            --------------
<S>                         <C>
JPMorgan Chase Bank, N.A.   $50,000,000.00
          TOTAL             $50,000,000.00
</TABLE>


                               Commitment Schedule

<PAGE>

                                                                       EXHIBIT A

                            ASSIGNMENT AND ASSUMPTION

          This Assignment and Assumption (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.

          For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1.   Assignor:             ____________________________________

2.   Assignee:             ____________________________________
                           [and is an Affiliate/Approved Fund of
                           [identify Lender]]

3.   Borrower(s):          ____________________________________

4.   Administrative Agent: ______________________, as the administrative agent
                           under the Credit Agreement

5.   Credit Agreement:     The Credit Agreement dated as of March __, 2008
                           among Tecumseh Products Company, the Lenders
                           parties thereto, JPMorgan Chase Bank, N.A., as
                           Administrative Agent, and the other agents parties
                           thereto


                                  Exhibit A

<PAGE>

6.   Assigned Interest:

<TABLE>
<CAPTION>
                       Aggregate Amount of         Amount of         Percentage
                    Commitment/Loans for all   Commitment/Loans      Assigned of
Facility Assigned            Lenders               Assigned       Commitment/Loans
-----------------   ------------------------   ----------------   ----------------
<S>                 <C>                        <C>                <C>

                           $__________            $__________        __________%
</TABLE>

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed
Administrative Questionnaire in which the Assignee designates one or more Credit
Contacts to whom all syndicate-level information (which may contain material
non-public information about the Borrower, the Loan Parties and their Related
Parties or their respective securities) will be made available and who may
receive such information in accordance with the Assignee's compliance procedures
and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                        ASSIGNOR

                                        [NAME OF ASSIGNOR]


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


                                        ASSIGNEE

                                        [NAME OF ASSIGNEE]


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


                                    Exhibit A

<PAGE>

Consented to and Accepted:

JPMORGAN CHASE BANK, N.A., as
   Administrative Agent


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


Consented to:

TECUMSEH PRODUCTS COMPANY


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


                                    Exhibit A

<PAGE>

                                                                         ANNEX 1

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

          1. Representations and Warranties.

          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Loan Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or observance
by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Loan Document.

          1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

          2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.

          3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by facsimile shall be effective as delivery of a manually executed counterpart
of this Assignment and Assumption. This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the State of Michigan.


                                    Exhibit A

<PAGE>

                                                                       EXHIBIT B

                       OPINION OF COUNSEL FOR THE BORROWER

                                                                [Effective Date]

To the Lenders and the Administrative
   Agent Referred to Below
c/o JPMorgan Chase Bank, N.A., as
   Administrative Agent
270 Park Avenue
New York, New York 10017

Dear Sirs:

          [I/We] have acted as counsel for TECUMSEH PRODUCTS COMPANY, a Michigan
corporation (the "Borrower"), in connection with the Credit Agreement dated as
of March ___, 2008 (the "Credit Agreement"), among the Borrower, the banks and
other financial institutions identified therein as Lenders, and JPMorgan Chase
Bank, N.A., as Administrative Agent. Terms defined in the Credit Agreement are
used herein with the same meanings.

          [I, or individuals under my direction,/We] have examined originals or
copies, certified or otherwise identified to [my/our] satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as
[I/we] have deemed necessary or advisable for purposes of this opinion.

          Upon the basis of the foregoing, [I am/we are] of the opinion that:

          1. Each Loan Party (a) is a corporation, partnership or limited
liability company duly and properly incorporated or organized, as the case may
be, validly existing and (to the extent such concept applies to such entity) in
good standing under the laws of its jurisdiction of incorporation or
organization, (b) has all requisite power and authority to carry on its business
as now conducted and (c) except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.

          2. The Transactions are within each Loan Party's corporate powers and
have been duly authorized by all necessary corporate and, if required,
stockholder action. The Loan Documents have been duly executed and delivered by
the Loan Parties and constitute legal, valid and binding obligations of the Loan
Parties, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

          3. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of any Loan Party or any order of any
Governmental Authority, (c) will not violate


                                    Exhibit B

<PAGE>

or result in a default under any indenture, agreement or other instrument
binding upon any Loan Party or its assets, or give rise to a right thereunder to
require any payment to be made by the such Loan Party, and (d) will not result
in the creation or imposition of any Lien on any asset of any Loan Party.

          4. There are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to [my/our] knowledge,
threatened against or affecting any Loan Party (a) as to which there is a
reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect (other than the Disclosed Matters) or (b) that
involve the Loan Documents or the Transactions.

          5. None of the Loan Parties is an "investment company" as defined in,
or subject to regulation under, the Investment Company Act of 1940.

          6. The Obligations constitute senior indebtedness which is entitled to
the benefits of the subordination provisions of all outstanding Subordinated
Indebtedness.

          7. The making of the Loans and the application of proceeds thereof as
provided in the Agreement do not violate Regulation U of the Board of Governors
of the Federal Reserve System.

          8. The provisions of the Collateral Documents are sufficient to create
in favor of the Agent a security interest in all right, title and interest of
each Loan Party in those items and types of collateral described in the
Collateral Documents in which a security interest may be created under Article 9
of the UCC as in effect on the date hereof in the State(s) of Michigan and
Delaware. Financing statements on Form UCC-1's have been duly authorized by each
Loan Party and have been duly filed in each filing office indicated in Exhibit A
hereto under the UCC in effect in each state in which said filing offices are
located. The description of the collateral set forth in said financing
statements is sufficient to perfect a security interest in the items and types
of collateral described therein in which a security interest may be perfected by
the filing of a financing statement under the UCC as in effect in such states.
Such filings are in proper form for filing and are sufficient to perfect the
security interest created by the Collateral Documents in all right, title and
interest of the Borrower in those items and types of collateral described in the
Collateral Documents in which a security interest may be perfected by the filing
of a financing statement under the UCC in such states.

          9. Assuming that the Administrative Agent has taken and is retaining
possession of the stock certificates evidencing any Equity Interest described in
the Security Agreement (the "Pledged Stock"), together with properly completed
stock powers endorsing the Pledged Stock and executed by the "Grantors" named in
the Security Agreement in blank, and that the Agent has taken such Pledged Stock
in good faith without notice of any adverse claim within the meaning of the UCC,
there has been created under the Security Agreement, and there has been granted
to the Agent a valid and perfected first priority security interest in the
Pledged Stock, with the consequence of perfection by control accorded by the
UCC.

          [I am a member/we are members] of the bar of the State of Michigan and
the foregoing opinion is limited to the laws of the State of Michigan, the
General Corporation Law and Uniform Commercial Code of the State of Delaware and
the Federal laws of the United States of America. This opinion is rendered
solely to you in connection with the above matter. This opinion may not e relied
upon by you for any other purpose or relied upon by any other person (other than
your successors and assigns as Lenders and Persons that acquire participations
in your Loans) without our prior written consent.

                                        Very truly yours,

                                        [____________________]


                                    Exhibit B

<PAGE>

                                                                       EXHIBIT C

                           BORROWING BASE CERTIFICATE


                                    Exhibit C

<PAGE>

                                                                       EXHIBIT D

                             COMPLIANCE CERTIFICATE

To: The Lenders parties to the
    Credit Agreement Described Below

     This Compliance Certificate is furnished pursuant to that certain Credit
Agreement dated as of March ___, 2008 (as amended, modified, renewed or extended
from time to time, the "Agreement") among TECUMSEH PRODUCTS COMPANY (the
"Borrower"), the other Loan Parties, the Lenders party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent for the Lenders and as the Issuing
Bank. Unless otherwise defined herein, capitalized terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1. I am the duly elected __________ of the Borrower;

     2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements [FOR QUARTERLY OR MONTHLY FINANCIAL
STATEMENTS ADD: and such financial statements present fairly in all material
respects the financial condition and results of operations of the Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes];

     3. The examinations described in paragraph 2 did not disclose, except as
set forth below, and I have no knowledge of (i) the existence of any condition
or event which constitutes a Default during or at the end of the accounting
period covered by the attached financial statements or as of the date of this
Certificate or (ii) any change in GAAP or in the application thereof that has
occurred since the date of the audited financial statements referred to in
Section 3.04 of the Agreement;

     4. I hereby certify that no Loan Party has changed (i) its name, (ii) its
chief executive office, (iii) principal place of business, (iv) the type of
entity it is or (v) its state of incorporation or organization without having
given the Agent the notice required by Section 4.15 of the Security Agreement;

     5. Schedule I attached hereto sets forth financial data and computations
evidencing the Borrower's compliance with certain covenants of the Agreement,
all of which data and computations are true, complete and correct; and

     6. Schedule II hereto sets forth the computations necessary to determine
the Applicable Rate commencing on the Business Day this certificate is scheduled
to be delivered.

     Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the (i) nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event or (i) the change in GAAP or
the application thereof and the effect of such change on the attached financial
statements:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                    Exhibit D

<PAGE>

     The foregoing certifications, together with the computations set forth in
Schedule I and Schedule II hereto and the financial statements delivered with
this Certificate in support hereof, are made and delivered this __ day of _____,
___.

                                        TECUMSEH PRODUCTS COMPANY


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


                                    Exhibit D

<PAGE>

                                                                      SCHEDULE I

                      Compliance as of _________, ____ with
                          Provisions of ___ and ____ of
                                  the Agreement


                                    Exhibit D

<PAGE>

                                                                     SCHEDULE II

                     Borrower's Applicable Rate Calculation


                                    Exhibit D

<PAGE>

                                                                       EXHIBIT E

                                JOINDER AGREEMENT

     THIS JOINDER AGREEMENT (this "Agreement"), dated as of __________, ____,
200_, is entered into between ______________________________, a _______________
(the "New Subsidiary") and JPMORGAN CHASE BANK, N.A., in its capacity as
administrative agent (the "Administrative Agent") under that certain Credit
Agreement, dated as of March __, 2008 among TECUMSEH PRODUCTS COMPANY (the
"Borrower"), the Loan Parties party thereto, the Lenders party thereto and the
Administrative Agent (as the same may be amended, modified, extended or restated
from time to time, the "Credit Agreement"). All capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Credit
Agreement.

     The New Subsidiary and the Administrative Agent, for the benefit of the
Lenders, hereby agree as follows:

     1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the New Subsidiary will be deemed to be a Loan
Party under the Credit Agreement and a "Loan Guarantor" for all purposes of the
Credit Agreement and shall have all of the obligations of a Loan Party and a
Loan Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions contained in the Credit Agreement,
including without limitation (a) all of the representations and warranties of
the Loan Parties set forth in Article III of the Credit Agreement, (b) all of
the covenants set forth in Articles V and VI of the Credit Agreement and (c) all
of the guaranty obligations set forth in Article X of the Credit Agreement.
Without limiting the generality of the foregoing terms of this paragraph 1, the
New Subsidiary, subject to the limitations set forth in Section 10.10 of the
Credit Agreement, hereby guarantees, jointly and severally with the other Loan
Guarantors, to the Administrative Agent and the Lenders, as provided in Article
X of the Credit Agreement, the prompt payment and performance of the Guaranteed
Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration or otherwise) strictly in accordance with the terms
thereof and agrees that if any of the Guaranteed Obligations are not paid or
performed in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and
severally together with the other Loan Guarantors, promptly pay and perform the
same, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
as a mandatory prepayment, by acceleration or otherwise) in accordance with the
terms of such extension or renewal.

     2. If required, the New Subsidiary is, simultaneously with the execution of
this Agreement, executing and delivering such Collateral Documents (and such
other documents and instruments) as requested by the Administrative Agent in
accordance with the Credit Agreement.

     3. The address of the New Subsidiary for purposes of Section 9.01 of the
Credit Agreement is as follows:

                    ________________________________________

                    ________________________________________

                    ________________________________________

                    ________________________________________

                                    Exhibit E

<PAGE>

     4. The New Subsidiary hereby waives acceptance by the Administrative Agent
and the Lenders of the guaranty by the New Subsidiary upon the execution of this
Agreement by the New Subsidiary.

     5. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument.

     6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF MICHIGAN.

     IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly
executed by its authorized officer, and the Administrative Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written.

                                        [NEW SUBSIDIARY]


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


                                        Acknowledged and accepted:

                                        JPMORGAN CHASE BANK, N.A., as
                                        Administrative Agent


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


                                    Exhibit E