<PAGE>

                                                                    EXHIBIT 10.1

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                                R.J. TOWER CORPORATION

                     FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

                            DATED AS OF SEPTEMBER 6, 1996

                               COMERICA BANK, AS AGENT

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                                  TABLE OF CONTENTS
                                  -----------------

                                                                           PAGE
                                                                           ----

1.  DEFINITIONS     . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

2.  REVOLVING CREDIT. . . . . . . . . . . . . . . . . . . . . . . . . . .    17

    2.1     Revolving Credit Commitment.. . . . . . . . . . . . . . . . .    17
    2.2     Accrual of Interest and Maturity. . . . . . . . . . . . . . .    17
    2.3     Prime-based Interest Payments.. . . . . . . . . . . . . . . .    17
    2.4     Eurodollar-based Interest Payments. . . . . . . . . . . . . .    18
    2.5     Interest Payments on Conversions. . . . . . . . . . . . . . .    18
    2.6     Interest on Default.. . . . . . . . . . . . . . . . . . . . .    18
    2.7     Requests for Advances and Requests for
               Refundings and Conversions of Revolving Credit
               Advances.. . . . . . . . . . . . . . . . . . . . . . . . .    18
    2.8     Disbursement of Revolving Credit Advances.. . . . . . . . . .    20
    2.9     Prime-based Advance in Absence of Election
               or Upon Default. . . . . . . . . . . . . . . . . . . . . .    21
    2.10    Prepayment. . . . . . . . . . . . . . . . . . . . . . . . . .    21
    2.11    Revolving Credit Commitment Fee.. . . . . . . . . . . . . . .    22
    2.12    Reduction of Indebtedness; Revolving Credit
               Aggregate Commitment.. . . . . . . . . . . . . . . . . . .    22
    2.13    Optional Reduction or Termination of
               Revolving Credit Aggregate Commitment. . . . . . . . . . .    22
    2.14    Revolving Credit as Renewal . . . . . . . . . . . . . . . . .    23
    2.15    Use of Revolving Credit Proceeds. . . . . . . . . . . . . . .    23

3.  LETTERS OF CREDIT.. . . . . . . . . . . . . . . . . . . . . . . . . .    23

    3.1     Letters of Credit.. . . . . . . . . . . . . . . . . . . . . .    23
    3.2     Conditions to Issuance. . . . . . . . . . . . . . . . . . . .    24
    3.3     Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
    3.4     Letter of Credit Fees.. . . . . . . . . . . . . . . . . . . .    26
    3.5     Issuance Fees.. . . . . . . . . . . . . . . . . . . . . . . .    27
    3.6     Draws and Demands for Payment Under Letters
               of Credit. . . . . . . . . . . . . . . . . . . . . . . . .    27
    3.7     Obligations Irrevocable.. . . . . . . . . . . . . . . . . . .    29
    3.8     Risk Under Letters of Credit. . . . . . . . . . . . . . . . .    30
    3.9     Indemnification.. . . . . . . . . . . . . . . . . . . . . . .    31
    3.10    Right of Reimbursement. . . . . . . . . . . . . . . . . . . .    32
    3.11    Existing Letters of Credit. . . . . . . . . . . . . . . . . .    32
    3.12    Conflict. . . . . . . . . . . . . . . . . . . . . . . . . . .    33

    4.      SWING LINE CREDIT.. . . . . . . . . . . . . . . . . . . . . .    33

    4.1     Swing Line Advances.. . . . . . . . . . . . . . . . . . . . .    33
    4.2     Accrual of Interest.. . . . . . . . . . . . . . . . . . . . .    33
    4.3     Prime-based Interest Payments.. . . . . . . . . . . . . . . .    33
    4.4     Quoted Rate Advance Interest Payments.. . . . . . . . . . . .    34
    4.5     Interest on Default.. . . . . . . . . . . . . . . . . . . . .    34
    4.6     Requests for Swing Line Advances. . . . . . . . . . . . . . .    34
    4.7     Disbursement of Swing Line Advances.. . . . . . . . . . . . .    35


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                                  TABLE OF CONTENTS
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                                     (Continued)

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    4.8     Prepayment. . . . . . . . . . . . . . . . . . . . . . . . . .    35
    4.9     Refunding of or Participation Interest in
               Swing Line Advances. . . . . . . . . . . . . . . . . . . .    36

5.  [RESERVED]      . . . . . . . . . . . . . . . . . . . . . . . . . . .    37

6.  CONDITIONS.     . . . . . . . . . . . . . . . . . . . . . . . . . . .    37

    6.1     Execution of Loan Documents.. . . . . . . . . . . . . . . . .    37
    6.2     Corporate Authority.. . . . . . . . . . . . . . . . . . . . .    37
    6.3     Reaffirmation of Loan Documents . . . . . . . . . . . . . . .    38
    6.4     Licenses, Permits, Etc. . . . . . . . . . . . . . . . . . . .    38
    6.5     Representations and Warranties. . . . . . . . . . . . . . . .    38
    6.6     Compliance with Certain Documents and
               Agreements.. . . . . . . . . . . . . . . . . . . . . . . .    38
    6.8     No Default. . . . . . . . . . . . . . . . . . . . . . . . . .    38
    6.9     Company's Certificate.. . . . . . . . . . . . . . . . . . . .    38
    6.10    Payment of Fees.. . . . . . . . . . . . . . . . . . . . . . .    39
    6.11    Other Documents and Instruments.. . . . . . . . . . . . . . .    39
    6.12    Continuing Conditions.. . . . . . . . . . . . . . . . . . . .    39

7.  REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . .    39

    7.1     Due Authorization--Company. . . . . . . . . . . . . . . . . .    39
    7.2     Due Authorization--Guarantors . . . . . . . . . . . . . . . .    40
    7.3     Non-Contravention . . . . . . . . . . . . . . . . . . . . . .    40
    7.4     No Litigation . . . . . . . . . . . . . . . . . . . . . . . .    40
    7.5     Encumbrances. . . . . . . . . . . . . . . . . . . . . . . . .    40
    7.6     ERISA   . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
    7.7     Financial Statements. . . . . . . . . . . . . . . . . . . . .    40
    7.8     Financial Projections . . . . . . . . . . . . . . . . . . . .    41
    7.9     Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . .    41
    7.10    Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . .    41
    7.11    Compliance with Laws. . . . . . . . . . . . . . . . . . . . .    41
    7.12    No Investment Company or Margin Stock . . . . . . . . . . . .    42
    7.13    Good Title--Company . . . . . . . . . . . . . . . . . . . . .    43
    7.14    Good Title--Guarantors. . . . . . . . . . . . . . . . . . . .    43
    7.15    Convertible Notes . . . . . . . . . . . . . . . . . . . . . .    43

8.  AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . .    43

    8.1     Reporting Requirements. . . . . . . . . . . . . . . . . . . .    43
    8.2     Taxes   . . . . . . . . . . . . . . . . . . . . . . . . . . .    44
    8.3     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .    44
    8.4     Inspections . . . . . . . . . . . . . . . . . . . . . . . . .    45
    8.5     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
    8.6     Government Approvals. . . . . . . . . . . . . . . . . . . . .    45
    8.7     [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .    45
    8.8     Compliance with ERISA . . . . . . . . . . . . . . . . . . . .    45
    8.9     ERISA Notices . . . . . . . . . . . . . . . . . . . . . . . .    45


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                                  TABLE OF CONTENTS
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                                     (Continued)

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    8.10    Covenant Compliance Reports . . . . . . . . . . . . . . . . .    46
    8.11    Maintain Consolidated Net Worth . . . . . . . . . . . . . . .    46
    8.12    Maintain Maximum Leverage Ratio . . . . . . . . . . . . . . .    46
    8.13    Maintain Interest Coverage Ratio. . . . . . . . . . . . . . .    46
    8.14    Maintain Cashflow Leverage Ratio. . . . . . . . . . . . . . .    46
    8.15    Environmental Compliance. . . . . . . . . . . . . . . . . . .    47
    8.16    Subsidiaries; Guaranties. . . . . . . . . . . . . . . . . . .    48
    8.17    Amendment of Senior Debt Documents. . . . . . . . . . . . . .    49

9.  NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . .    49

    9.1     Capital Structure and Redemptions . . . . . . . . . . . . . .    49
    9.2     Mergers or Dispositions . . . . . . . . . . . . . . . . . . .    49
    9.3     Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . .    49
    9.4     Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . .    50
    9.5     Acquisitions. . . . . . . . . . . . . . . . . . . . . . . . .    51
    9.6     Investments . . . . . . . . . . . . . . . . . . . . . . . . .    51
    9.7     Liens   . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
    9.8     Accounts Receivable . . . . . . . . . . . . . . . . . . . . .    52
    9.9     Business Purposes . . . . . . . . . . . . . . . . . . . . . .    52
    9.10    Dividends . . . . . . . . . . . . . . . . . . . . . . . . . .    52
    9.11    No Further Negative Pledges . . . . . . . . . . . . . . . . .    52
    9.12    Transactions with Affiliates. . . . . . . . . . . . . . . . .    52

10. DEFAULTS        . . . . . . . . . . . . . . . . . . . . . . . . . . .   53

    10.1    Events of Default.. . . . . . . . . . . . . . . . . . . . . .    53
    10.2    Exercise of Remedies. . . . . . . . . . . . . . . . . . . . .    55
    10.3    Rights Cumulative.. . . . . . . . . . . . . . . . . . . . . .    55
    10.4    Waiver by Company of Certain Laws.. . . . . . . . . . . . . .    56
    10.5    Waiver of Defaults. . . . . . . . . . . . . . . . . . . . . .    56
    10.6    Deposits and Accounts.. . . . . . . . . . . . . . . . . . . .    56

11. PAYMENTS, RECOVERIES AND COLLECTIONS. . . . . . . . . . . . . . . . .    57

    11.1    Payment Procedure.. . . . . . . . . . . . . . . . . . . . . .    57
    11.2    Application of Proceeds.. . . . . . . . . . . . . . . . . . .    58
    11.3    Pro-rata Recovery.. . . . . . . . . . . . . . . . . . . . . .    59
    11.4    Deposits and Accounts.. . . . . . . . . . . . . . . . . . . .    59

12. CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS; MARGIN ADJUSTMENTS.    59

    12.1    Reimbursement of Prepayment Costs.. . . . . . . . . . . . . .    59
    12.2    Agent's Eurodollar Lending Office.. . . . . . . . . . . . . .    60
    12.3    Circumstances Affecting Eurodollar-based
               Rate Availability. . . . . . . . . . . . . . . . . . . . .    60
    12.4    Laws Affecting Eurodollar-based Rate
               Availability.. . . . . . . . . . . . . . . . . . . . . . .    60
    12.5    Increased Costs.. . . . . . . . . . . . . . . . . . . . . . .    61


                                       - iii -

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                                  TABLE OF CONTENTS
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                                     (Continued)

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    12.6    [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . .    62
    12.7    Other Increased Costs.. . . . . . . . . . . . . . . . . . . .    62
    12.8    Margin Adjustments. . . . . . . . . . . . . . . . . . . . . .    63
    12.9    HLT Determination . . . . . . . . . . . . . . . . . . . . . .    63

    13.     AGENT   . . . . . . . . . . . . . . . . . . . . . . . . . . .    64

    13.1    Appointment of Agent. . . . . . . . . . . . . . . . . . . . .    64
    13.2    Deposit Account with Agent. . . . . . . . . . . . . . . . . .    65
    13.3    Scope of Agent's Duties.. . . . . . . . . . . . . . . . . . .    65
    13.4    Successor Agent.. . . . . . . . . . . . . . . . . . . . . . .    65
    13.5    Loans by Agent. . . . . . . . . . . . . . . . . . . . . . . .    66
    13.6    Credit Decisions. . . . . . . . . . . . . . . . . . . . . . .    66
    13.7    Agent's Fees. . . . . . . . . . . . . . . . . . . . . . . . .    66
    13.8    Authority of Agent to Enforce Notes, This
               Agreement and other Loan Documents.. . . . . . . . . . . .    66
    13.9    Indemnification.. . . . . . . . . . . . . . . . . . . . . . .    67
    13.10   Knowledge of Default. . . . . . . . . . . . . . . . . . . . .    67
    13.11   Agent's Authorization; Action by Banks. . . . . . . . . . . .    68
    13.12   Enforcement Actions by the Agent. . . . . . . . . . . . . . .    68

    14.     MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .    68

    14.1    Accounting Principles.. . . . . . . . . . . . . . . . . . . .    68
    14.2    Consent to Jurisdiction.. . . . . . . . . . . . . . . . . . .    68
    14.3    Law of Michigan.. . . . . . . . . . . . . . . . . . . . . . .    69
    14.4    Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .    69
    14.5    Closing Costs and Other Costs.. . . . . . . . . . . . . . . .    69
    14.6    Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . .    70
    14.7    Further Action. . . . . . . . . . . . . . . . . . . . . . . .    70
    14.8    Successors and Assigns; Participations;
               Assignments. . . . . . . . . . . . . . . . . . . . . . . .    71
    14.9    Indulgence. . . . . . . . . . . . . . . . . . . . . . . . . .    74
    14.10   Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .    74
    14.11   Amendment and Waiver. . . . . . . . . . . . . . . . . . . . .    74
    14.12   Taxes and Fees. . . . . . . . . . . . . . . . . . . . . . . .    75
    14.13   Confidentiality . . . . . . . . . . . . . . . . . . . . . . .    75
    14.14   Withholding Taxes . . . . . . . . . . . . . . . . . . . . . .    76
    14.15   WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . .    76
    14.16   Complete Agreement; Conflicts . . . . . . . . . . . . . . . .    77
    14.17   Severability. . . . . . . . . . . . . . . . . . . . . . . . .    77
    14.18   Table of Contents and Headings. . . . . . . . . . . . . . . .    77
    14.19   Construction of Certain Provisions. . . . . . . . . . . . . .    77
    14.20   Independence of Covenants . . . . . . . . . . . . . . . . . .    77
    14.21   Reliance on and Survival of Various
               Provisions . . . . . . . . . . . . . . . . . . . . . . . .    77
    14.22   Effective Upon Execution. . . . . . . . . . . . . . . . . . .    78


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                                  TABLE OF CONTENTS
                                  -----------------
                                     (Continued)

                                                                           PAGE
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EXHIBITS
--------
    A       FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE. . . . . . . . .

    B       FORM OF REVOLVING CREDIT NOTE . . . . . . . . . . . . . . . .

    C       FORM OF NOTICE OF LETTERS OF CREDIT . . . . . . . . . . . . .

    D       FORM OF REQUEST FOR SWING LINE ADVANCE. . . . . . . . . . . .

    E       FORM OF SWING LINE NOTE . . . . . . . . . . . . . . . . . . .

    F       FORM OF SWING LINE PARTICIPATION CERTIFICATE. . . . . . . . .

    G       [RESERVED]. . . . . . . . . . . . . . . . . . . . . . . . . .

    H       [RESERVED]. . . . . . . . . . . . . . . . . . . . . . . . . .

    I       PERCENTAGES . . . . . . . . . . . . . . . . . . . . . . . . .

    J       PENSION PLANS . . . . . . . . . . . . . . . . . . . . . . . .

    K       FORM OF COVENANT COMPLIANCE AND INTEREST RATE
            ADJUSTMENT REPORT . . . . . . . . . . . . . . . . . . . . . .

    L       FORM OF ASSIGNMENT AGREEMENT. . . . . . . . . . . . . . . . .

    M-1     COPY OF COMPANY GUARANTY. . . . . . . . . . . . . . . . . . .

    M-2     COPY OF LETTER OF CREDIT GUARANTY (INDIANA) PLUS
            TOWER (DELAWARE) JOINDER AGREEMENT. . . . . . . . . . . . . .

    M-3     COPY OF LETTER OF CREDIT GUARANTY (KENTUCKY) PLUS
            TOWER (DELAWARE) JOINDER AGREEMENT. . . . . . . . . . . . . .

    N       COPY OF TOWER PLEDGE. . . . . . . . . . . . . . . . . . . . .

    O       FORM OF REAFFIRMATION OF LOAN DOCUMENTS


SCHEDULES
---------
    1       Pricing Matrix. . . . . . . . . . . . . . . . . . . . . . . .
    2       Existing Letters of Credit. . . . . . . . . . . . . . . . . .
    7.4     Exceptions to Litigation Covenant . . . . . . . . . . . . . .
    7.11    Exceptions Compliance with Laws Covenant. . . . . . . . . . .
    9.4     Additional Permitted Indebtedness . . . . . . . . . . . . . .
    9.6(d)  Tower Automotive, Inc. Suggested Investment
             Policy . . . . . . . . . . . . . . . . . . . . . . . . . . .
    9.7     Additional Permitted Encumbrances . . . . . . . . . . . . . .


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                                  TABLE OF CONTENTS
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                                        - vi -


<PAGE>



                             FOURTH AMENDED AND RESTATED
                                   CREDIT AGREEMENT



    THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is made as
of the 6th day of September, 1996, by and among the Banks signatory hereto
(individually, a "Bank", and collectively the "Banks"), Comerica Bank, as agent
for the Banks (in such capacity, "Agent"), and R.J. Tower Corporation, a
Michigan corporation ("Company").

                                      RECITALS:

    A.    Company, Agent and the Banks entered into a Third Amended and
Restated Credit Agreement dated as of January 16, 1996, as amended (the "Prior
Credit Agreement").

    B.    Company, Agent and the Banks desire to amend and restate the Prior
Credit Agreement in its entirety.

    NOW, THEREFORE, COMPANY, AGENT AND BANKS AGREE that the Prior Credit
Agreement is amended and restated in its entirety as follows:

    1.    DEFINITIONS

    For the purposes of this Agreement the following terms will have the
following meanings:

    "Account(s)" shall mean any account or account receivable as defined under
the UCC, including without limitation, with respect to any Person, any right of
such Person to payment for goods sold or leased or for services rendered.

    "Account Debtor" shall mean the party who is obligated on or under any
Account.

    "Account Party(ies)" shall mean, with respect to any Letter of Credit, the
account party or parties (which shall be Company, individually, and/or a
Subsidiary (jointly and severally with Company)) named in an application to the
Agent for the issuance of such Letter of Credit.

    "Acquisition Agreement" shall mean that certain Stock Purchase Agreement by
and among MascoTech, Inc., a Delaware corporation, Parent and Company dated 
May 31, 1996.

    "Acquisition Note" shall mean the promissory note dated May 31, 1996 by
Company payable to MascoTech, Inc. in the original principal amount of
$5,000,000 bearing interest at a rate of 7% per annum.



                                          1

<PAGE>


    "Advance(s)" shall mean Revolving Credit Advance(s), Swing Line Advance(s)
and any advance in respect of a Letter of Credit (including without limitation
the unreimbursed amount of any draws under any Letters of Credit).

    "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and executive officers of such Person), controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control a
corporation for the purposes of this definition if such Person possesses,
directly or indirectly, the power (i) to vote 10% or more of the securities
having ordinary voting power for the election of directors of such corporation
or (ii) to direct or cause the direction of the management and policies of such
corporation, whether through the ownership of voting securities, by contract or
otherwise.

    "Agent" shall mean Comerica Bank, in its capacity as agent hereunder, or
any successor agent appointed in accordance with Section 13.4 hereof.

    "Agent's Fees" shall mean those agency, letter of credit issuance and other
fees and expenses required to be paid by Company to Agent under Sections 3.5 and
13.7 hereof.

    "Alternate Base Rate" shall mean, for any day, an interest rate per annum
equal to the Federal Funds Effective Rate in effect on such day, plus two
percent (2%).

    "Applicable Commitment Fee Percentage" shall mean, as of any date of
determination thereof, the applicable percentage used to calculate the
Commitment Fees due and payable hereunder, determined (based upon the Leverage
Ratio) by reference to the appropriate columns in the pricing matrix attached to
this Agreement as SCHEDULE 1.

    "Applicable L/C Fee Percentage" shall mean, as of any date of determination
thereof, the applicable percentage used to calculate the Letter of Credit Fees
due and payable hereunder, determined (based upon the Leverage Ratio) by
reference to the appropriate columns in the pricing matrix attached to this
Agreement as SCHEDULE 1.

    "Applicable Interest Rate" shall mean (i) in respect of a Revolving Credit
Advance, the Eurodollar-based Rate or the Prime-based Rate applicable to such
Advance (in the case of a Eurodollar-based Advance, for the relevant Interest
Period), and (ii) in respect of a Swing Line Advance, the Prime-based Rate or
the Quoted Rate applicable to such Advance for the relevant Interest Period, in
either case as selected by Company from time to time subject to the terms and
conditions of this Agreement.


                                          2

<PAGE>


    "Bond Letters of Credit" shall mean (a) the $25,493,150.68 Standby Letter
of Credit issued by Agent for the account of Tower (Kentucky) in connection with
the Kentucky Bonds, (b) the $20,394,520.55 Series B Standby Letter of Credit
issued by Agent for the account of Tower (Kentucky) in connection with the
Kentucky Bonds; and (c) the $6,157,676.72 Standby Letter of Credit issued by
Agent for the account of Tower (Indiana) in connection with the Indiana Bonds.

    "Bond Reimbursement Agreements" shall mean the Reimbursement Agreement
(Indiana) and the Reimbursement Agreements (Kentucky).

    "Business Day" shall mean any day on which commercial banks are open for
domestic and international business in Detroit, London and New York.

    "Capital Expenditure" shall mean, without duplication, any payment made
directly or indirectly for the purpose of acquiring or constructing fixed
assets, real property or equipment which in accordance with GAAP would be added
as a debit to the fixed asset account of the Person making such expenditure,
including, without limitation, amounts paid or payable under any conditional
sale or other title retention agreement or under any lease or other periodic
payment arrangement which is of such a nature that payment obligations of the
lessee or obligor thereunder would be required by generally accepted accounting
principles to be capitalized and shown as liabilities on the balance sheet of
such lessee or obligor.

    "Capital Lease" of any Person shall mean any lease of any property (whether
real, personal or mixed) by that Person as lessee which, in conformity with
GAAP, is, or is required to be accounted for as a capital lease on the balance
sheet of that Person, together with any renewals of such leases (or entry into
new leases) on substantially similar terms.

    "Cashflow Leverage Ratio" shall mean, as of any date of determination, a
ratio, the numerator of which is Funded Debt as of such date and the denominator
of which is Consolidated EBITDA for the four quarter period ending on such date.

    "Collateral Agent" shall mean Comerica Bank, acting in its capacity as
Collateral Agent for the Lenders under the Intercreditor Agreement.

    "Company" shall mean R.J. Tower Corporation, a Michigan corporation.

    "Company Guaranty" shall mean the Second Amended and Restated Guaranty, a
copy of which is attached hereto as Exhibit M-1, dated as of May 30, 1996 hereof
by Edgewood, Tower (Indiana), Tower (Kentucky), Kalamazoo, Tower (Delaware) and
Trylon and any joinder


                                          3

<PAGE>


agreement executed after the date hereof by each Person which becomes a
Subsidiary after the date hereof guarantying all present and future obligations
of Company to Agent and the Banks including, without limitation, the
Indebtedness, as amended from time to time.

    "Consolidated" or "Consolidating" shall mean, when used with reference to
any financial term in this Agreement, the aggregate for two or more Persons of
the amounts signified by such term for all such Persons determined on a
consolidated basis in accordance with GAAP. Unless otherwise specified herein,
references to Consolidated financial statements or data of Parent includes
consolidation with its Subsidiaries in accordance with GAAP.

    "Consolidated EBITA" shall mean for any period of determination,
Consolidated Net Income for such period, plus the aggregate amounts deducted in
determining Consolidated Net Income in respect of (a) income taxes for such
period, (b) interest expense for such period, and (c) amortization expense for
such period in each case determined on a Consolidated basis in accordance with
GAAP.

    "Consolidated EBITDA" shall mean for any period of determination,
Consolidated Net Income for such period, plus the aggregate amounts deducted in
determining Consolidated Net Income in respect of (a) income taxes for such
period, (b) interest expense for such period, and (c) depreciation and
amortization expense for such period, in each case determined on a Consolidated
basis in accordance with GAAP.

    "Consolidated Net Income" shall mean, for any period of determination, the
net income (but not loss) of Company and its consolidated Subsidiaries for such
period determined in accordance with GAAP including any extraordinary gains
during such period; PROVIDED, however, for purposes of determining Consolidated
Net Income for any period, if under GAAP any Subsidiary is treated as a
consolidated Subsidiary for part of such period, such Subsidiary shall be deemed
to be a consolidated Subsidiary for such entire period.

    "Consolidated Net Worth" shall mean, as of any date of determination, the
net worth of Company and its consolidated Subsidiaries as determined in
accordance with GAAP plus, until the maturity date of the Convertible Notes, the
outstanding principal amount of the Convertible Notes as of such date. For
purposes of determining Consolidated Net Worth, the Convertible Notes shall be
treated as equity of Company and not as liabilities of Company.

    "Convertible Notes" shall mean those certain $5,000,000 Convertible Notes
dated as of June 29, 1994 issued by Company in favor of the former shareholders
of Edgewood and Ann Arbor Assembly.


                                          4

<PAGE>


    "Covenant Compliance and Interest Rate Adjustment Report" shall mean the
report to be furnished by Company to the Agent, in the form of attached Exhibit
K and certified by the chief financial officer of Company and pursuant to
Section 8.10, hereof (or in such officer's absence, a responsible senior
officer), in which report Company shall set forth, among other things, detailed
calculations and the resultant ratios or financial tests with respect to the
financial covenants contained in Sections 8.11 through 8.14 of this Agreement.

    "Default" shall mean any event which with the giving of notice or the
passage of time, or both, would constitute an Event of Default under this
Agreement.

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

    "Edgewood" shall mean Edgewood Manufacturing Corp., a Delaware corporation.

    "Equity Transactions" shall mean any sale of any shares of the capital
stock of Parent or any warrants, options or other equivalents of the capital
stock of Parent.

    "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, or any successor act or code and the regulations in effect from time to
time thereunder.

    "Eurodollar-based Advance" shall mean a Revolving Credit Advance which
bears interest at the Eurodollar-based Rate.

    "Eurodollar-based Rate" shall mean a per annum interest rate which is the
equal to the sum of the Margin PLUS the quotient of:

    (a)   the per annum interest rate at which Bank's Eurodollar Lending Office
          offers deposits to prime banks in the eurodollar market in an amount
          comparable to the relevant Eurodollar-based Advance and for a period
          equal to the relevant Interest Period at approximately 11:00 A.M.
          Detroit time two (2) Business Days prior to the first day of such
          Interest Period; divided by

    (b)   a percentage equal to 100% minus the maximum rate on such date at
          which Bank is required to maintain reserves on "Euro-currency
          Liabilities" as defined in and pursuant to Regulation D of the Board
          of Governors of the Federal Reserve System or, if such regulation or
          definition is modified, and as long as Bank is required to maintain
          reserves against a category of liabilities which includes eurodollar
          deposits or includes a category of assets which includes eurodollar
          loans, the rate at which such reserves are required to be maintained
          on such category.


                                          5

<PAGE>


    "Eurodollar-Interest Period" shall mean the Interest Period applicable to a
Eurodollar-based Advance.

    "Eurodollar Lending Office" shall mean, (a) with respect to the Agent,
Agent's office located at Grand Cayman, British West Indies or such other branch
or branches of Agent, domestic or foreign, as it may hereafter designate as a
Eurodollar Lending Office by notice to Company and the Banks, and (b) as to each
of the Banks, its office, branch or affiliate located at its address set forth
on the signature pages hereof (or identified thereon as a Eurodollar Lending
Office), or at such other office, branch or affiliate of such Bank as it may
hereafter designate as its Eurodollar Lending Office by notice to Company and
Agent.

    "Event of Default" shall mean each of the Events of Default specified in
Section 10.1 hereof.

    "Existing Letters of Credit" shall have the meaning set forth in the
definition of "Letter(s) of Credit".

    "Federal Funds Effective Rate" shall mean, for any day, a fluctuating
interest rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by Agent from three Federal funds brokers of recognized standing
selected by it, all as conclusively determined by the Agent, such sum to be
rounded upward, if necessary, to the nearest whole multiple of 1/16th of 1%.

    "Fees" shall mean the Revolving Credit Commitment Fee, the Letter of Credit
Fees, the Agent's Fees and the other fees and charges payable by Company to the
Banks or Agent hereunder.

    "Financial Statements" shall mean all those balance sheets, income
statements and other financial data (whether of the Company or otherwise) which
have been furnished to the Agent or the Banks for the purposes of, or in
connection with, this Agreement and the transactions contemplated hereby.

    "Funded Debt" shall mean as of any date of determination, the sum of (a)
all indebtedness of Company and its consolidated Subsidiaries for borrowed money
or for the deferred purchase price of property or services as of such date
(other than trade liabilities incurred in the ordinary course of business and
payable in accordance with customary practices) or which is evidenced by a note,
bond, debenture or similar instrument, (b) all obligations of Company


                                          6

<PAGE>




and its consolidated Subsidiaries under Capital Leases as of such date, (c)
without duplication, all obligations of Company and its consolidated
Subsidiaries in respect of Letters of Credit, acceptances or similar obligations
issued or created for the account of Company or any of its consolidated
Subsidiaries as of such date, (d) all liabilities secured by any lien on any
property owned by Company and its consolidated Subsidiaries as of such date even
though Company or its Subsidiaries, as applicable, have not assumed or otherwise
become liable for the payment thereof, and (e) without duplication, all
guarantee obligations of Company and its consolidated Subsidiaries as of such
date; LESS an amount equal to the undisbursed proceeds of the Kentucky Bonds
which as of such date have not been requisitioned by Tower (Kentucky) and LESS
the indebtedness of Company under the Convertible Notes.

    "GAAP" shall mean generally accepted accounting principles in the United
States of America, as in effect from time to time, consistently applied.

    "Guaranties" shall mean the Company Guaranty, the Letter of Credit Guaranty
and the Letter of Credit Guaranty (Kentucky), collectively.

    "Guarantors" shall mean Edgewood, Tower (Indiana), Tower (Kentucky),
Trylon, Tower (Delaware) and Kalamazoo and each other Person who shall become a
Subsidiary of Company after the date hereof and shall have delivered to Agent on
behalf of the Banks a guaranty of the Indebtedness in the form of the Company
Guaranty (or a joinder agreement).

    "Hazardous Material" shall mean and include any hazardous, toxic or
dangerous waste, substance or material defined as such in (or for purposes of)
the Hazardous Material Laws.

    "Hazardous Material Law(s)" shall mean all laws, codes, ordinances, rules,
regulations, orders, decrees and directives issued by any federal, state,
provincial, local, foreign or other governmental or quasi-governmental authority
or body (or any agency, instrumentality or political subdivision thereof)
pertaining to Hazardous Material on or about any facilities owned, leased or
operated by Company or any of its Subsidiaries, or any portion thereof
including, without limitation, those relating to soil, surface, subsurface
ground water conditions and the condition of the ambient air; and any state and
local laws and regulations pertaining to Hazardous Material and/or asbestos; any
so-called "superfund" or "superlien" law; and any other federal, state,
provincial, foreign or local statute, law, ordinance, code, rule, regulation,
order or decree regulating, relating to, or imposing liability or standards of
conduct concerning, any hazardous, toxic or dangerous waste, substance or
material, as now or at any time hereafter in effect.

    "Hedging Transaction" means each interest rate swap transaction, basis swap
transaction, forward rate transaction,


                                          7

<PAGE>


commodity swap transaction, equity transaction, equity index transaction,
foreign exchange transaction, cap transaction, floor transaction (including any
option with respect to any of these transactions and any combination of any of
the foregoing) entered into by the Company from time to time pursuant to an
Interest Rate Protection Agreement; provided that such transaction is entered
into for risk management purposes and not for speculative purposes.

    "Hereof", "hereto", "hereunder" and similar terms shall refer to this
Agreement and not to any particular paragraph or provision of this Agreement.

    "HLT Determination" shall mean any determination by the Agent or by the
Majority Banks, or by applicable federal or state regulatory authorities
(including without limitation any central bank or other governmental body having
jurisdiction over any of the Banks) that the Indebtedness (or any specific loan
facility or portion thereof pursuant to this Agreement) would be classified as a
"highly-leveraged transaction" or an "HLT" under applicable federal or state
law, regulations or guidelines in effect from time to time, provided that (a),
with any determination of HLT status by Agent or the Majority Banks, Agent shall
have given Company not less than thirty (30) days prior written notice thereof,
accompanied by a certificate setting forth the basis for such determination
(which shall be presumed correct absent manifest error) and (b) with respect to
any determination of HLT status by a federal or state regulatory authority,
Agent shall have given written notice thereof to Company, accompanied by a copy
of such determination (if in writing).

    "Indebtedness" shall mean without duplication all indebtedness and
liabilities (including without limitation interest, fees and other charges)
arising under this Agreement or any of the Loan Documents, whether direct or
indirect, absolute or contingent, of Company to any of the Banks or to the
Agent, in any manner and at any time, whether evidenced by the Notes or arising
under any of the other Loan Documents, due or hereafter to become due, now owing
or that may be hereafter be incurred by Company to, or acquired by, any of the
Banks or by Agent, and any judgments that may hereafter be rendered on such
indebtedness or any part thereof, with interest according to the rates and terms
specified, or as provided by law, and any and all consolidation, amendments,
renewals, replacements, substitutions or extensions of any of the foregoing.

    "Indiana Bonds" shall mean the City of Auburn, Indiana $7,200,000
Floating/Fixed Rate Economic Development Revenue Bonds, Series 1988 (R.J. Tower
Corporation (Indiana) Project).

    "Indiana Bond Mortgage" shall mean the Mortgage, Security Agreement and
Fixture Financing Statement dated as of June 29, 1993 by and among Tower
(Indiana), INB National Bank, as Trustee, and Comerica Bank, as the same may be
amended or modified from time to


                                          8

<PAGE>


time.

    "Intercreditor Agreement" shall mean that certain Intercreditor and
Collateral Agency Agreement dated as of May 31, 1996 as the same may be amended
or otherwise modified from time to time, by and among Company, the Collateral
Agent and the Lenders.

    "Interest Coverage Ratio" shall mean as of any date of determination a
ratio the numerator of which is Consolidated EBITA for the four preceding fiscal
quarters ending on such date of determination and the denominator of which is
Projected Interest Expense.

    "Interest Period" shall mean (i) with respect to a Eurodollar-based
Advance, one (1), two (2), three (3), six (6) or nine (9) months as selected by
Company pursuant to Section 2.7 or 5.5 hereof; provided, however, that any
Interest Period which commences on the last Business Day of a calendar month (or
on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month and (ii) with respect to a Swing Line
Advance, a period of one (1) to thirty (30) days agreed to in advance by Company
and the Swing Line Bank as selected by Company pursuant to Section 4.6 hereof.
Each Interest Period which would otherwise end on a day which is not a Business
Day shall end on the next succeeding Business Day or, if such next succeeding
Business Day falls in the next succeeding calendar month, on the next preceding
Business Day. No Interest Period which would end after the Revolving Credit
Maturity Date shall be permitted with respect to any Advance.

    "Interest Rate Protection Agreement" means any interest rate swap, cap,
floor, collar, forward rate agreement foreign currency agreement or other rate
protection transaction, or any combination of such transaction or agreements or
any option with respect to any such transactions or agreements now existing or
hereafter entered into between Company and any Bank or an Affiliate of a Bank.

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

    "Inventory" shall have the meaning assigned to it in the UCC on the date of
this Agreement.

    "Issuing Office" shall mean Agent's office located at One Detroit Center,
500 Woodward Avenue, Detroit, Michigan 48226 or such other office as Agent shall
designate as its Issuing Office.

    "Kalamazoo" shall mean Kalamazoo Stamping and Die Company, a Michigan
corporation.


                                          9

<PAGE>


    "Kentucky Bonds" shall mean the City of Bardstown, Kentucky Economic
Development Revenue Bonds, Series 1994 and Series 1995 (R. J. Tower Corporation
Project) issued to finance the Kentucky Project which are supported by letters
of credit issued by Agent.

    "Kentucky Project" shall mean the construction and equipping of an
approximately 240,000 sq. ft. plant located in Bardstown, Kentucky.

    "Lenders" shall mean each of the Banks and each of the Senior Note
Purchasers, and their respective successors and assigns.

    "Letter(s) of Credit" shall mean any standby or documentary letters of
credit issued by Agent at the request of or for the account of an Account Party
pursuant to Article 3 hereof and those existing letters of credit issued under
the Prior Credit Agreement, as identified on SCHEDULE 2 ("Existing Letters of
Credit") hereto and the Bond Letters of Credit.

    "Letter of Credit Agreement" shall mean, in respect of each Letter of
Credit, the application and related documentation satisfactory to the Agent of
an Account Party or Account Parties requesting Agent to issue such Letter of
Credit, as amended from time to time.

    "Letter of Credit Fees" shall mean the fees payable to Agent for the
accounts of the Banks in connection with Letters of Credit pursuant to Section
3.4 hereof.

    "Letter of Credit Guaranty" shall mean the Amended and Restated Guaranty
dated as of January 16, 1996 by Company, Tower (Kentucky), Edgewood, Trylon and
Kalamazoo and the Joinder Agreement dated as of May 30, 1996 by Tower
(Delaware), copies of which are attached hereto as Exhibit M-2, and any joinder
agreement executed after the date hereof by each Person which becomes a
Subsidiary after the date hereof guarantying all indebtedness and liabilities of
Tower (Indiana) to Agent under the Reimbursement Agreement (Indiana).

    "Letter of Credit Guaranty (Kentucky)" shall mean the Amended and Restated
Guaranty dated as of January 16, 1996 by Company, Edgewood, Tower (Indiana),
Trylon and Kalamazoo and the Joinder Agreement Dated as of May 30, 1996 by Tower
(Delaware), copies of which are attached hereto as Exhibit M-3, and any joinder
agreement executed after the date hereof by each Person which becomes a
Subsidiary after the date hereof guarantying all indebtedness and liabilities of
Tower (Kentucky) to Agent under the Reimbursement Agreements (Kentucky).

    "Letter of Credit Maximum Amount" shall mean as of any date of
determination the lesser of: (a) Ten Million Dollars ($10,000,000); or (b) the
Revolving Credit Aggregate Commitment as of such date,


                                          10

<PAGE>


minus the aggregate principal amount of Advances outstanding as of such date
under the Revolving Credit Notes.

    "Letter of Credit Obligation(s)" shall mean the obligation of an Account
Party under each Letter of Credit Agreement to reimburse the Agent for each
payment made by the Agent under the Letter of Credit issued pursuant to such
Letter of Credit Agreement, together with all other sums, fees, charges and
amounts which may be owing to the Agent under such Letter of Credit Agreement.

    "Letter of Credit Payment" shall mean any amount paid or required to be
paid by the Agent in its capacity hereunder as issuer of a Letter of Credit as a
result of a draft or other demand for payment under any Letter of Credit.

    "Leverage Ratio" shall mean, as of any date of determination, a ratio, the
numerator of which is Funded Debt as of such date and the denominator of which
is Consolidated EBITDA for the four quarter period ending on such date less Five
Million Dollars ($5,000,000).

    "Loan Documents" shall mean, collectively, this Agreement, the Notes, the
Letter of Credit Agreements, the Letters of Credit, the Bond Letters of Credit,
the Bond Reimbursement Agreements, the Guaranties, the Tower Pledge, the Indiana
Bond Mortgage and any other documents, certificates, instruments or agreements
executed pursuant to or in connection with any such document or this Agreement,
as such documents may be amended from time to time.

    "Majority Banks" shall mean at any time Banks holding not less than
sixty-six and two-thirds percent (66 2/3%) of the sum of the aggregate principal
amount of the Indebtedness then outstanding under the Revolving Credit Notes
(or, if no Indebtedness is then outstanding, Banks holding not less than
sixty-six and two-thirds percent (66 2/3%) of the Percentages).

    "Margin" shall mean, as of any date of determination thereof, the
applicable interest rate margin determined (based upon the Leverage Ratio) by
reference to the appropriate columns in the pricing matrix attached to this
Agreement as SCHEDULE 1.

    "MascoTech Acquisition" shall mean the acquisition by Company of all of the
issued and outstanding stock of MascoTech Stamping Technologies, Inc., now known
as Tower Automotive Delaware, Inc., a Delaware corporation, pursuant to the
Acquisition Agreement.

    "Maximum Leverage Ratio" shall mean as of any date of determination, a
ratio the numerator of which is Funded Debt as of such date of determination and
the denominator of which is the sum of Funded Debt as of such date and
Consolidated Net Worth as of such date.


                                          11

<PAGE>


    "Net Proceeds from Equity Transactions" shall mean for any Equity
Transaction the amount of cash proceeds received by Company from such Equity
Transaction.

    "Notes" shall mean the Revolving Credit Notes, and the Swing Line Note and
"Note" shall mean any of them.

    "Parent" shall mean Tower Automotive, Inc. (formerly known as Tower Holding
Corp.), a Delaware corporation.

    "Parent Letter Agreement" shall mean that certain letter agreement dated
May 31, 1996 and addressed to the Banks pursuant to which Parent agrees to
downstream to Company 100% of the net cash proceeds received from the Secondary
Offering.

    "Pension Plan(s)" shall mean all employee pension benefit plans of Company
or its Subsidiaries, as defined in Section 3(2) of ERISA.

    "Percentage" shall mean, with respect to any Bank, its percentage share, as
set forth on Exhibit I, hereto, of the Revolving Credit and its risk
participation in Letters of Credit as such Exhibit may be revised from time to
time.

    "Permitted Encumbrances" shall mean with respect to any Person:

                (a)    the liens and encumbrances granted under or established
    by this Agreement or the other Loan Documents for the equal and ratable
    benefit of the Lenders;

                (b)    liens for taxes not yet delinquent or which are being
    contested in good faith by appropriate proceedings diligently pursued,
    provided that provision for the payment of all such taxes has been made on
    the books of such Person as may be required by GAAP;

                (c)    mechanics', materialmen's, banker's, carriers',
    warehousemen's and similar liens and encumbrances arising in the ordinary
    course of business and securing obligations of such Person that are not
    overdue for a period of more than 60 days or are being contested in good
    faith by appropriate proceedings diligently pursued, provided that in the
    case of any such contest (i) any proceedings commenced for the enforcement
    of such liens and encumbrances shall have been duly suspended; and (ii)
    such provision for the payment of such liens and encumbrances has been made
    on the books of such Person as may be required by GAAP;

                (d)    liens arising in connection with worker's compensation,
    unemployment insurance, old age pensions and social security benefits and
    similar statutory obligations which are not overdue or are being contested
    in good faith by appropriate


                                          12

<PAGE>


proceedings diligently pursued, provided that in the case of any such contest
(i) any proceedings commenced for the enforcement of such liens shall have been
duly suspended; and (ii) such provision for the payment of such liens has been
made on the books of such Person as may be required by GAAP;

                (e)(i) liens incurred in the ordinary course of business to
    secure the performance of statutory obligations arising in connection with
    progress payments or advance payments due under contracts with the United
    States government or any agency thereof entered into in the ordinary course
    of business and (ii) liens incurred or deposits made in the ordinary course
    of business to secure the performance of statutory obligations, bids,
    leases, fee and expense arrangements with trustees and fiscal agents and
    other similar obligations (exclusive of obligations incurred in connection
    with the borrowing of money, any lease-purchase arrangements or the payment
    of the deferred purchase price of property), provided that full provision
    for the payment of all such obligations set forth in clauses (i) and (ii)
    has been made on the books of such Person as may be required by GAAP; and

                (f)    minor survey exceptions or minor encumbrances, easements
    or reservations, or rights of others for rights-of-way, utilities and other
    similar purposes, or zoning or other restrictions as to the use of real
    properties, which do not materially interfere with the business of such
    Person, including, without limitation the matters disclosed in the surveys
    and title policies relating to the Auburn, Indiana, property accepted by
    Banks as of the date of this Agreement.

    "Permitted Guaranties" shall mean the guaranty executed and delivered by
the Company's Subsidiaries as of May 31, 1996 (and those guaranties delivered by
Subsidiaries which become guarantors subsequent to the date hereof) in favor of
the Senior Note Purchasers, as security for the Senior Debt held by such
Lenders, as such guaranties may be amended from time to time.

    "Person" shall mean an individual, corporation, partnership, trust,
incorporated or unincorporated organization, joint venture, joint stock company,
or a government or any agency or political subdivision thereof or other entity
of any kind.

    "Pledge Agreement" shall mean the Tower Pledge.

    "Prime Rate" shall mean the per annum rate of interest announced by the
Agent, at its main office from time to time as its "prime rate" (it being
acknowledged that such announced rate may not necessarily be the lowest rate
charged by the Agent, to any of its customers), which Prime Rate shall change
simultaneously with any change in such announced rate.

    "Prime-based Advance" shall mean an Advance which bears


                                          13

<PAGE>


interest at the Prime-based Rate.

    "Prime-based Rate" shall mean, for any day, that rate of interest which is
equal to the greater of (i) the Prime Rate, or (ii) the Alternate Base Rate.

    "Projected Interest Expense" shall mean as of any date of determination the
aggregate of the payments to be made in respect of interest on all Funded Debt
of Company and its Consolidated Subsidiaries during the four fiscal quarters
following such date of determination. In determining interest expense for
variable rate indebtedness, the amount of interest to be taken into account for
such period and for which the actual interest rate cannot be determined shall be
computed at an assumed annual interest rate equal to the interest rate in effect
for the applicable variable rate indebtedness on the applicable date of
determination.

    "Reaffirmation of Loan Documents" is defined in Section 6.3.

    "Reimbursement Agreement (Indiana)" shall mean the Reimbursement Agreement
dated as of June 29, 1993 by and between Tower (Indiana) and Comerica Bank
relating to the Indiana Bonds, as amended from time to time.

    "Reimbursement Agreements (Kentucky)" shall mean the Reimbursement
Agreement dated as of June 1, 1994 and the Reimbursement Agreement dated as of
March 1, 1995, both by and between Tower (Kentucky) and Comerica Bank relating
to the Kentucky Bonds, as amended from time to time.

    "Request for Revolving Credit Advance" shall mean a Request for Revolving
Credit Advance issued by Company under Section 2.7 of this Agreement in the form
annexed hereto as Exhibit A.

    "Request for Swing Line Advance" shall mean a Request for Swing Line
Advance issued by Company under Section 4.6 of this Agreement in the form
attached hereto as Exhibit D.

    "Revolving Credit" shall mean the revolving credit loan to be advanced to
the Company by the Banks pursuant to Article 2 hereof, in an aggregate amount
(subject to the terms hereof), not to exceed, at any one time outstanding, the
Revolving Credit Aggregate Commitment.

    "Revolving Credit Advance" shall mean a borrowing requested by Company and
made by the Banks under Section 2.1 of this Agreement, including without
limitation any readvance, refunding or conversion of such borrowing pursuant to
Section 2.7 hereof and any Advance in respect of a Letter of Credit under
Section 3.6 hereof, and shall include, as applicable, a Eurodollar-based Advance
and/or Prime-based Advance.


                                          14

<PAGE>


    "Revolving Credit Aggregate Commitment" shall mean Seventy Five Million
Dollars ($75,000,000) subject to reduction or termination under Section 2.13 or
10.2 hereof.

    "Revolving Credit Commitment Fee" shall mean the fees payable to Agent for
distribution to the Banks pursuant to Section 2.11 hereof.

    "Revolving Credit Maturity Date" shall mean the earlier to occur of (i)
January 31, 2001, and (ii) the date on which the Revolving Credit Aggregate
Commitment shall be terminated pursuant to Section 2.13 or Section 10.2 hereof.

    "Revolving Credit Notes" shall mean the revolving credit notes described in
Section 2.1 hereof, made by Company to each of the Banks in the form annexed to
this agreement as Exhibit B, as such notes may be amended or supplemented from
time to time, and any other notes issued in substitution, replacement or renewal
thereof from time to time.

    "Secondary Offering" shall mean the public offering of stock of the Parent
pursuant to which the Parent has received net proceeds in an amount not less
than $30,000,000 and which proceeds have been downstreamed to Company pursuant
to the terms of the Parent Letter Agreement.

    "Senior Debt" shall mean the senior debt issued by the Company pursuant to
the Senior Debt Documents in an aggregate principal amount of Sixty Five Million
Dollars ($65,000,000).

    "Senior Debt Documents" shall mean those certain note purchase agreements
dated as of May 31, 1996 between the Company and the respective Senior Note
Purchasers with respect to the Senior Debt, and the Senior Notes issued
thereunder, together with any and all other documents, instruments and
certificates executed and delivered pursuant thereto, including without
limitation the Permitted Guaranties, and the Tower Pledge, as the same may be
amended from time to time (subject to the terms hereof), and all other documents
executed in exchange therefor or in replacement or renewal thereof.

    "Senior Note Purchasers" shall mean the note purchasers which are
signatories to the Senior Debt Documents, and their respective successors and
assigns.

    "Senior Notes" shall mean the 7.65% Senior Secured Notes, Series A, Due
June 1, 2006 and the 7.82% Senior Secured Notes, Series B, Due June 1, 2008
issued by Company to the Senior Note Purchasers.

    "Subsidiary(ies)" shall mean any other corporation, association, joint
stock company, or business trust of which more


                                          15

<PAGE>


than fifty percent (50%) of the outstanding voting stock or share capital is
owned either directly or indirectly by any Person or one or more of its
Subsidiaries, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by any Person and/or its
Subsidiaries. Unless otherwise specified to the contrary herein, Subsidiary(ies)
shall refer to the Company's Subsidiary(ies).

    "Swing Line Advance" shall mean an Advance made by the Swing Line Bank to
Company pursuant to Section 4.1 hereof.

    "Swing Line Bank" shall mean Comerica Bank, in its capacity as lender under
Article 4 of this Agreement, and its successors and assigns.

    "Swing Line Note" shall mean the swing line note described in Section 4.1
hereof, made by Company to Swing Line Bank in the form annexed hereto as Exhibit
E, as such Note may be amended or supplemented from time to time, and any notes
issued in substitution, replacement or renewal thereof from time to time.

    "Tower Pledge" shall mean the Second Amended and Restated Security
Agreement (Third Party Pledge), a copy of which is attached hereto as Exhibit N,
dated as of May 30, 1996, pursuant to which Parent grants to the Collateral
Agent and the Lenders a first priority security interest in all of the issued
and outstanding stock of Company, as may be amended from time to time.

    "Tower (Delaware)" shall mean Tower Automotive Delaware, Inc., formerly
known as MascoTech Stamping Technologies, Inc., a Delaware corporation.

    "Tower (Indiana)" shall mean R.J. Tower Corporation, an Indiana
corporation.

    "Tower (Kentucky)" shall mean R.J. Tower Corporation, a Kentucky
corporation.

    "Trylon" shall mean Trylon Corporation, a Michigan corporation.

    "UCC" shall mean the Uniform Commercial Code, as in effect from time to
time in the State of Michigan.

    "Underwriting Agreement" shall mean the Underwriting Agreement to be
entered into on or about June 20, 1996, by and among Parent, Company and the
Guarantors, certain selling shareholders and Painewebber Incorporated, Robert W.
Baird & Co. Incorporated and Piper Jaffray Inc.


                                          16

<PAGE>


    2.    REVOLVING CREDIT.

    2.1   REVOLVING CREDIT COMMITMENT. Subject to the terms and conditions of
this Agreement, each Bank severally and for itself alone agrees to make Advances
of the Revolving Credit to Company from time to time on any Business Day during
the period from the effective date hereof until (but excluding) the Revolving
Credit Maturity Date in an aggregate amount not to exceed at any one time
outstanding each such Bank's Percentage of the Revolving Credit Aggregate
Commitment. All of such Advances hereunder shall be evidenced by the Revolving
Credit Notes, under which advances, repayments and readvances may be made,
subject to the terms and conditions of this Agreement.

    2.2   ACCRUAL OF INTEREST AND MATURITY. The Revolving Credit Notes, and all
principal and interest outstanding thereunder, shall mature and become due and
payable in full on the Revolving Credit Maturity Date, and each Advance
evidenced by the Revolving Credit Notes from time to time outstanding hereunder
shall, from and after the date of such Advance, bear interest at its Applicable
Interest Rate. The amount and date of each Revolving Credit Advance, its
Applicable Interest Rate, its Interest Period, and the amount and date of any
repayment shall be noted on Agent's records, which records will be conclusive
evidence thereof, absent manifest error; provided, however, that any failure by
the Agent to record any such information shall not relieve Company of its
obligation to repay the outstanding principal amount of such Advance, all
interest accrued thereon and any amount payable with respect thereto in
accordance with the terms of this Agreement and the Loan Documents.

    2.3   PRIME-BASED INTEREST PAYMENTS. Interest on the unpaid balance of all
Prime-based Advances from time to time outstanding shall accrue from the date of
such Advances to the Revolving Credit Maturity Date (and until paid), at a per
annum interest rate equal to the Prime-based Rate, and shall be payable in
immediately available funds quarterly commencing on the first day of the
calendar quarter next succeeding the calendar quarter during which the initial
Advance is made and on the first day of each calendar quarter thereafter.
Interest accruing at the Prime-based Rate shall be computed on the basis of a
360 day year and assessed for the actual number of days elapsed, and in such
computation effect shall be given to any change in the interest rate resulting
from a change in the Prime-based Rate on the date of such change in the
Prime-based Rate.

    2.4   EURODOLLAR-BASED INTEREST PAYMENTS. Interest on each Eurodollar-based
Advance having a related Interest Period of three (3) months or less shall
accrue at its Eurodollar-based Rate and shall be payable in immediately
available funds on the last day of the Interest Period applicable thereto.
Interest shall be payable in immediately available funds on each
Eurodollar-based Advance outstanding from time to time having an Interest Period
of more than three (3) months, at intervals of three (3) months after the


                                          17

<PAGE>


first day of the applicable Interest Period, and shall also be payable on the
last day of the Interest Period applicable thereto. Interest accruing at the
Eurodollar-based Rate shall be computed on the basis of a 360 day year and
assessed for the actual number of days elapsed from the first day of the
Interest Period applicable thereto to, but not including, the last day thereof.

    2.5   INTEREST PAYMENTS ON CONVERSIONS. Notwithstanding anything to the
contrary in Sections 2.2, 2.3 and 2.4, all accrued and unpaid interest on any
Revolving Credit Advance refunded or converted pursuant to Section 2.7 hereof
shall be due and payable in full on the date such Advance is refunded or
converted.

    2.6   INTEREST ON DEFAULT. Notwithstanding anything to the contrary set
forth in Sections 2.3 and 2.4, in the event and so long as any Event of Default
shall exist under this Agreement, interest shall be payable daily on the
principal amount of all Advances from time to time outstanding (and on all other
monetary obligations of Company hereunder and under the other Loan Documents) at
a per annum rate equal to the Applicable Interest Rate (and, with respect to
Eurodollar-based Advances calculated on the basis of the maximum Margin) in
respect of each such Advance, plus, in the case of Eurodollar-based Advances,
two percent (2%) per annum for the remainder of the then existing Interest
Period, if any, and at all other such times and for all Prime-based Advances, at
a per annum rate equal to the Prime-based Rate, plus two percent (2%).

    2.7   REQUESTS FOR ADVANCES AND REQUESTS FOR REFUNDINGS AND CONVERSIONS OF
REVOLVING CREDIT ADVANCES. Company may request a Revolving Credit Advance,
refund any Revolving Credit Advance in the same type of Revolving Credit Advance
or convert any Revolving Credit Advance to any other type of Revolving Credit
Advance only after delivery to Agent of a Request for Revolving Credit Advance
executed by an authorized officer of Company subject to the following and to the
remaining provisions hereof:

          (a)   each such Request for Revolving Credit Advance shall set forth
    the information required on the Request for Revolving Credit Advance form
    annexed hereto as Exhibit A, including without limitation:

        (i)     the proposed date of Revolving Credit Advance, which must be a
                Business Day;

       (ii)     whether the Revolving Credit Advance is a refunding or
                conversion of an outstanding Revolving Credit Advance; and

      (iii)     whether such Revolving Credit Advance is to be a Prime-based
                Advance or a Eurodollar-based Advance, and, except in the case
                of a Prime-based Advance,


                                          18

<PAGE>


                the first Interest Period applicable thereto;

          (b)   each such Request for Revolving Credit Advance shall be
    delivered to Agent by 11:00 a.m. (Detroit time) one (1) Business Day prior
    to the proposed date of Revolving Credit Advance, except in the case of a
    Prime-based Advance, for which the Request for Revolving Credit Advance
    must be delivered by 12:00 noon (Detroit time) on such proposed date;

          (c)   the principal amount of such requested Revolving Credit
    Advance, plus the principal amount of all other Advances then outstanding
    hereunder, plus the principal amount of all Advances requested hereunder
    but not yet funded, plus the aggregate undrawn portion of any Letters of
    Credit (excluding the Bond Letters of Credit) which shall be outstanding as
    of the date of the requested Revolving Credit Advance and the aggregate
    face amount of Letters of Credit requested but not yet issued, less the
    principal amount of any outstanding Advance to be refunded by the requested
    Revolving Credit Advance, shall not exceed the then applicable Revolving
    Credit Aggregate Commitment;

          (d)   the principal amount of such Revolving Credit Advance, plus the
    amount of any other outstanding Indebtedness under this Agreement to be
    then combined therewith having the same Applicable Interest Rate and
    Interest Period, if any, shall be (i) in the case of a Prime-based Advance,
    at least $100,000 and (ii) in the case of a Eurodollar-based Advance, at
    least $500,000, or any larger amount in $100,000 increments, and at any one
    time there shall not be in effect more than five (5) Interest Periods;

          (e)   each Request for Revolving Credit Advance, once delivered to
    Agent, shall not be revocable by Company, and shall constitute and include
    a certification by the Company as of the date thereof that:

        (i)     both before and after the Revolving Credit Advance, the
                obligations of the Company set forth in this Agreement and the
                parties to the Loan Documents, as applicable, are valid,
                binding and enforceable obligations of Company and such
                parties, respectively;

       (ii)     to the best knowledge of Company all conditions to Advances of
                the Revolving Credit have been satisfied;

      (iii)     both before and after the Advance, there is no Default or Event
                of Default in existence; and

       (iv)     both before and after the Advance, the


                                          19

<PAGE>


                representations and warranties contained in this Agreement and
                the Loan Documents are true and correct in all material
                respects.

    2.8   DISBURSEMENT OF REVOLVING CREDIT ADVANCES. (a) Upon receiving any
Request for Revolving Credit Advance from Company under Section 2.7 hereof,
Agent shall promptly notify each Bank by wire, telecopy, telex or by telephone
(confirmed by wire, telecopy or telex) of the amount of such Revolving Credit
Advance to be made and the date such Advance is to be made by said Bank pursuant
to its Percentage of the Revolving Credit Advance. Unless such Bank's commitment
to make Revolving Credit Advances hereunder shall have been suspended or
terminated in accordance with this Agreement, each Bank shall send the amount of
its Percentage of the Advance in same day funds in Dollars to Agent at the
office of Agent located at One Detroit Center, Detroit, Michigan 48226-3289 not
later than 2:00 p.m. (Detroit time) on the date of such Advance.

          (b)   Subject to submission of an executed Request for Revolving
    Credit Advance by Company without exceptions noted in the compliance
    certification therein and to the other terms and conditions hereof, Agent
    shall make available to Company the aggregate of the amounts so received by
    it from the Banks under this Section 2.8, in like funds, not later than
    4:00 p.m. (Detroit time) on the date of such Revolving Credit Advance by
    credit to an account of Company maintained with Agent or to such other
    account or third party as Company may reasonably direct.

          (c)   Unless Agent shall have been notified by any Bank prior to the
    date of any proposed Revolving Credit Advance that such Bank does not
    intend to make available to Agent such Bank's Percentage of the Revolving
    Credit Advance, Agent may assume that such Bank has made such amount
    available to Agent on such date, as aforesaid and may, in its sole
    discretion and without obligation to do so, in reliance upon such
    assumption, make available to Company a corresponding amount. If such
    amount is not in fact made available to Agent by such Bank in accordance
    with Section 2.8(a), as aforesaid, Agent shall be entitled to recover such
    amount on demand from such Bank. If such Bank does not pay such amount
    forthwith upon Agent's demand therefor, the Agent shall promptly notify
    Company, and Company shall pay such amount to Agent. Agent shall also be
    entitled to recover from such Bank or from Company, as the case may be,
    interest on such amount in respect of each day from the date such amount
    was made available by Agent to Company to the date such amount is recovered
    by Agent, at a rate per annum equal to:

        (i)     in the case of such Bank, the Federal Funds Effective Rate; or


                                          20

<PAGE>


       (ii)     in the case of Company, the rate of interest then applicable to
                the Revolving Credit Advance.

    The obligation of any Bank to make any Revolving Credit Advance hereunder
    shall not be affected by the failure of any other Bank to make any
    Revolving Credit Advance hereunder, and no Bank shall have any liability to
    the Company, the Agent, any other Bank, or any other party for another
    Bank's failure to make any loan or Revolving Credit Advance hereunder.

    2.9   PRIME-BASED ADVANCE IN ABSENCE OF ELECTION OR UPON DEFAULT. If, as to
any outstanding Eurodollar-based Advance, Agent has not received payment on the
last day of the Interest Period applicable thereto, or does not receive a timely
Request for Revolving Credit Advance meeting the requirements of Section 2.7
hereof with respect to the refunding or conversion of such Advance, or, subject
to Section 2.6 hereof, if on such day a Default or Event of Default shall exist,
the principal amount thereof which is not then prepaid shall be converted
automatically to a Prime-based Advance and the Agent shall thereafter promptly
notify Company of said action.

    2.10  PREPAYMENT. Company may prepay all or part of the outstanding balance
of any Prime-based Advance(s) at any time, provided that the amount of any
partial prepayment shall be at least One Hundred Thousand Dollars ($100,000) and
the aggregate balance of Prime-based Advance(s) remaining outstanding under the
Revolving Credit Notes shall be at least One Hundred Thousand Dollars
($100,000). Company may prepay all or part of any Eurodollar-based Advance
(subject to not less than three (3) Business Days' notice to Agent) only on the
last day of the Interest Period applicable thereto, provided that the amount of
any such partial prepayment shall be at least One Hundred Thousand Dollars
($100,000), and the unpaid portion of such Advance which is refunded or
converted under Section 2.7 shall be at least Five Hundred Thousand Dollars
($500,000). Any prepayment made in accordance with this Section shall be without
premium, penalty or prejudice to the right to reborrow under the terms of this
Agreement. Any other prepayment of all or any portion of the Revolving Credit,
whether by acceleration, mandatory or required prepayment or otherwise, shall be
subject to Section 12.1 hereof, but otherwise without premium, penalty or
prejudice.

    2.11  REVOLVING CREDIT COMMITMENT FEE. From the date hereof to (but
excluding) the Revolving Credit Maturity Date, the Company shall pay to each of
the Banks, a Revolving Credit Commitment Fee determined by multiplying the
Applicable Commitment Fee Percentage (determined with reference to SCHEDULE 1 of
this Agreement) times the average daily amount by which such Bank's Percentage
of the Revolving Credit Aggregate Commitment then in effect exceeds the sum of
(i) such Bank's Percentage of the aggregate principal amount of Revolving Credit
Advances outstanding from time to time during


                                          21

<PAGE>


such period (plus, in the case of the Swing Line Bank, the aggregate principal
amount of Swing Line Advances outstanding during such period) and (ii) such
Bank's Percentage of the aggregate daily undrawn amount of any Letters of Credit
during such period, calculated on a daily basis. The Revolving Credit Commitment
Fee shall be payable quarterly in arrears commencing November 1, 1996, and on
the first day of each February, May, August and November thereafter and at the
Revolving Credit Maturity Date, and shall be computed on the basis of a year of
three hundred sixty (360) days and assessed for the actual number of days
elapsed. Whenever any payment of the Revolving Credit Commitment Fee shall be
due on a day which is not a Business Day, the date for payment thereof shall be
extended to the next Business Day. Such Revolving Credit Commitment Fee shall be
paid by Company to the Agent. Upon receipt of such payment, Agent shall make
prompt payment to each Bank of its share of the Revolving Credit Commitment Fee.
The Revolving Credit Commitment Fee shall not be refundable under any
circumstance.

    2.12  REDUCTION OF INDEBTEDNESS; REVOLVING CREDIT AGGREGATE COMMITMENT. If
at any time and for any reason the aggregate principal amount of Advances
hereunder to Company, plus the aggregate undrawn amount of any Letters of Credit
(excluding the Bond Letters of Credit) which shall be outstanding at such time,
shall exceed the then applicable Revolving Credit Aggregate Commitment, Company
shall immediately reduce any pending request for an Advance on such day by the
amount of such excess and, to the extent any excess remains thereafter,
immediately repay an amount of the Indebtedness equal to such excess and, to the
extent such Indebtedness consists of Letter of Credit obligations, provide cash
collateral on the basis set forth in Section 10.2 hereof. Company acknowledges
that, in connection with any repayment required hereunder, it shall also be
responsible for the reimbursement of any prepayment or other costs required
under Section 12.1 hereof; provided, however, that Company shall, in order to
reduce any such prepayment costs and expenses, first prepay such portion of the
Indebtedness then carried as a Prime-based Advance, if any.

    2.13  OPTIONAL REDUCTION OR TERMINATION OF REVOLVING CREDIT AGGREGATE
COMMITMENT. The Company may, upon at least five (5) Business Days' prior written
notice to Agent, permanently reduce the Revolving Credit Aggregate Commitment in
whole at any time, or in part from time to time, without premium or penalty,
provided that: (i) each partial reduction of the Revolving Credit Aggregate
Commitment shall be in an aggregate amount equal to at least Five Million
Dollars ($5,000,000) or a larger integral multiple of One Million Dollars
($1,000,000); (ii) each reduction shall be accompanied by the payment of the
Revolving Credit Commitment Fee, if any, accrued to the date of such reduction;
(iii) the Company shall prepay in accordance with the terms hereof the amount,
if any, by which the aggregate unpaid principal amount of Swing Line Advances
and Revolving Credit Advances, plus the aggregate amount


                                          22

<PAGE>


of outstanding Letters of Credit (excluding the Bond Letters of Credit), exceeds
the amount of the Revolving Credit Aggregate Commitment, taking into account the
aforesaid reductions thereof, together with accrued but unpaid interest on the
principal amount of such prepaid Advances to the date of prepayment; (iv) if the
termination or reduction of the Revolving Credit Aggregate Commitment requires
the prepayment of a Eurodollar-based Advance or Quoted Rate Advance, the
termination or reduction may be made only on the last Business Day of the then
current Interest Period applicable to such Advance and (v) no reduction shall
reduce the amount of the Revolving Credit Aggregate Commitment to an amount
which is less than the sum of the aggregate undrawn amount of any Letters of
Credit (excluding the Bond Letters of Credit) outstanding at such time.
Reductions of the Revolving Credit Aggregate Commitment and any accompanying
prepayments of the Revolving Credit Notes shall be distributed by Agent to each
Bank in accordance with such Bank's Percentage thereof, and will not be
available for reinstatement by or readvance to the Company and any accompanying
prepayments of the Swing Line Note shall be distributed by Agent to the Swing
Line Bank and will not be available for reinstatement by or readvance to the
Company. Any reductions of the Revolving Credit Aggregate Commitment hereunder
shall reduce each Bank's portion thereof proportionately (based upon the
applicable Percentages), and shall be permanent and irrevocable.

    2.14  REVOLVING CREDIT AS RENEWAL. The Revolving Credit Notes and Swing
Line Note issued by Company hereunder shall constitute renewal and replacement
evidence of all present Indebtedness of Company outstanding under the Revolving
Credit Notes and Swing Line Note issued under and as defined in the Prior Credit
Agreement.

    2.15  USE OF REVOLVING CREDIT PROCEEDS. Proceeds of the Revolving Credit
Notes shall be used, subject to the terms hereof, to fund working capital needs
or other general corporate purposes of the Company.

    3.    LETTERS OF CREDIT.

    3.1   LETTERS OF CREDIT. Subject to the terms and conditions of this
Agreement, Agent may through its Issuing Office, at any time and from time to
time from and after the date hereof until thirty (30) days prior to the
Revolving Credit Maturity Date, upon the written request of an Account Party
accompanied by a duly executed Letter of Credit Agreement and such other
documentation related to the requested Letter of Credit as the Agent may
reasonably require, issue standby or documentary Letters of Credit for the
account of such Account Party, in an aggregate amount for all Letters of Credit
issued hereunder at any one time outstanding, and excluding the Bond Letters of
Credit, not to exceed the Letter of Credit Maximum Amount. Each Letter of Credit
shall have an expiration date not later than one (1) year from its date of
issuance; provided


                                          23

<PAGE>


that each Letter of Credit (including any renewal thereof) shall expire not
later than ten (10) Business Days prior to the Revolving Credit Maturity Date in
effect on the date of issuance thereof. The submission of all applications and
the issuance of each Letter of Credit hereunder shall be subject in all respects
to applicable provisions of U.S. law and regulations, including without
limitation, the Trading With the Enemy Act, Export Administration Act,
International Emergency Economic Powers Act, and the Regulations of the Office
of Foreign Assets Control of the U.S. Department of the Treasury.

    3.2   CONDITIONS TO ISSUANCE. No Letter of Credit shall be issued at the
request and for the account of any Account Party unless, as of the date of
issuance of such Letter of Credit:

          (a)   the face amount of the Letter of Credit requested, plus the
                undrawn portion of all other outstanding Letters of Credit
                (excluding the Bond Letters of Credit) and the aggregate amount
                of all unpaid Letter of Credit Obligations, does not exceed the
                Letter of Credit Maximum Amount;

          (b)   the face amount of the Letter of Credit requested, plus the
                aggregate principal amount of all Advances outstanding under
                the Revolving Credit Notes, plus the principal amount of all
                Revolving Credit Advances requested but not yet funded, plus
                the aggregate undrawn portion of all other outstanding Letters
                of Credit (excluding the Bond Letters of Credit), do not exceed
                the then applicable Revolving Credit Aggregate Commitment;

          (c)   the obligations of Company set forth in this Agreement and the
                Loan Documents are valid, binding and enforceable obligations
                of Company and the valid, binding and enforceable nature of
                this Agreement and the Loan Documents has not been disputed by
                Company;

          (d)   both immediately before and immediately after issuance of the
                Letter of Credit requested, no Default or Event of Default
                exists;

          (e)   the representations and warranties contained in this Agreement
                and the Loan Documents are true in all material respects as if
                made on such date;

          (f)   the execution of the Letter of Credit Agreement with respect to
                the Letter of Credit requested will not violate the terms and
                conditions of any material contract, agreement or other
                borrowing of Company;


                                          24
<PAGE>


         (g)  the Account Party requesting the Letter of Credit shall have
              delivered to Agent at its Issuing Office, not less than five (5)
              Business Days prior to the requested date for issuance (or such
              shorter time as the Agent, in its sole discretion, may permit),
              the Letter of Credit Agreement related thereto, together with
              such other documents and materials as may be reasonably required
              pursuant to the terms thereof, and the terms of the proposed
              Letter of Credit shall be satisfactory to Agent and its Issuing
              Office in the exercise of its reasonable discretion;

         (h)  no order, judgment or decree of any court, arbitrator or
              governmental authority shall purport by its terms to enjoin or
              restrain Agent from issuing the Letter of Credit, or any Bank
              from taking an assignment of its Percentage thereof pursuant to
              Section 3.6 hereof, and no law, rule, regulation, request or
              directive (whether or not having the force of law) shall prohibit
              or request that Agent refrain from issuing, or any Bank refrain
              from taking an assignment of its Percentage of, the Letter of
              Credit requested or letters of credit generally;

         (i)  there shall have been no introduction of or change in the
              interpretation of any law or regulation that would make it
              unlawful or unduly burdensome for the Agent to issue the
              requested Letter of Credit, no general suspension of trading on
              the New York Stock Exchange or any other national securities
              exchange, no declaration of a general banking moratorium by
              banking authorities in the United States, Michigan or the
              respective jurisdictions in which the Banks, the Account Party
              and the beneficiary of the requested Letter of Credit are
              located, and no establishment of any new restrictions on
              transactions involving letters of credit or on banks materially
              affecting the extension of credit by banks; and

         (j)  Agent shall have received the issuance fee required in connection
              with the issuance of such Letter of Credit pursuant to Section
              3.5 hereof.

Each Letter of Credit Agreement submitted to Agent pursuant hereto shall 
constitute the certification by the Company and the Account Party of the 
matters set forth in this Section 3.2 (a) through (f). The Agent shall be 
entitled to rely on such certification without any duty of inquiry.


                                      25


<PAGE>


    3.3  NOTICE. Agent shall give notice, substantially in the form attached 
as Exhibit C, to each Revolving Credit Bank of the issuance of each Letter of 
Credit, not later than three (3) Business Days after issuance of each Letter 
of Credit, specifying the amount thereof and the amount of such Bank's 
Percentage thereof.

    3.4  LETTER OF CREDIT FEES. Company shall pay to the Agent for 
distribution to the Banks in accordance with the Percentages, Letter of 
Credit Fees as follows:

         (a)  a per annum Letter of Credit Fee with respect to the undrawn 
amount of each Letter of Credit (including the Bond Letters of Credit) the 
Applicable L/C Fee Percentage (determined with reference to SCHEDULE 1 of 
this Agreement), exclusive of the issuance fee of one-eighth of one 
percentage point (1/8%) per annum on the face amount thereof to be paid to 
Agent under Section 3.5 hereof.

         (b)  If any change in any law or regulation or in the interpretation 
thereof by any court or administrative or governmental authority charged with 
the administration thereof shall either (i) impose, modify or cause to be 
deemed applicable any reserve, special deposit, limitation or similar 
requirement against letters of credit issued by, or assets held by, or 
deposits in or for the account of, Agent or any of the Banks or (ii) impose 
on Agent or any of the Banks any other condition regarding this Agreement or 
the Letters of Credit, and the result of any event referred to in clause (i) 
or (ii) above shall be to increase in an amount deemed material by Agent or 
the Banks the cost or expense to Agent or the Banks of issuing or maintaining 
or participating in any of the Letters of Credit (which increase in cost or 
expense shall be determined by the Agent's or such Bank's reasonable 
allocation of the aggregate of such cost increases and expense resulting from 
such events), then, upon demand by the Agent or such Bank, as the case may 
be, the Company shall, within ten days following demand for payment, pay to 
Agent or such Bank, as the case may be, from time to time as specified by the 
Agent or such Bank, additional amounts which shall be sufficient to 
compensate the Agent or such Bank for such increased cost and expense, 
together with interest on each such amount from ten days after the date 
demanded until payment in full thereof at the Prime-based Rate. A certificate 
as to such increased cost or expense incurred by the Agent or such Bank, as 
the case may be, as a result of any event mentioned in clause (i) or (ii) 
above, shall be promptly submitted to the Company and shall be conclusive, 
absent manifest error, as to the amount thereof.

         (c)  All payments by the Company to the Agent or the Banks under 
this Section 3.4 shall be made in Dollars and in immediately available funds 
at the Agent's Issuing Office or such other office of the Agent as may be 
designated from time to time by


                                      26


<PAGE>


written notice to the Company by the Agent. The aforesaid fees shall be 
nonrefundable under all circumstances, shall be payable quarterly in arrears 
on the first day of each calendar quarter, and shall be calculated on the 
basis of a 360 day year and assessed for the actual number of days from the 
date of the issuance thereof to the stated expiration thereof.

    3.5  ISSUANCE FEES. In connection with the Letters of Credit, Company 
shall pay to Agent a letter of credit issuance fee of one-eighth percentage 
point (1/8%) per annum on the face amount of all Letters of Credit (excluding 
the Bond Letters of Credit). In addition to the Letter of Credit Fees, the 
Company and the applicable Account Party shall pay, for the sole account of 
the Agent, standard documentation, administration, payment and cancellation 
charges assessed by Agent or its Issuing Office, at the times, in the amounts 
and on the terms set forth or to be set forth from time to time in the 
standard fee schedule of Agent's Issuing office in effect from time to time.

    3.6  DRAWS AND DEMANDS FOR PAYMENT UNDER LETTERS OF CREDIT.

         (a)  The Company and each applicable Account Party agrees to pay to 
the Agent, on the day on which the Agent shall honor a draft or other demand 
for payment presented or made under any Letter of Credit, (except for Bond 
Letters of Credit, in which case on the date when due in accordance with the 
terms and conditions of the applicable Bond Reimbursement Agreement), an 
amount equal to the amount paid by the Agent in respect of such draft or 
other demand under such Letter of Credit and all expenses paid or incurred by 
the Agent relative thereto. Unless the Company or the applicable Account 
Party shall have made such payment to the Agent on such day, upon each such 
payment by the Agent, other than payments made with respect to any Bond 
Letter of Credit, the Agent shall be deemed to have disbursed to the Company 
or the applicable Account Party, and the Company or the applicable Account 
Party shall be deemed to have elected to substitute for its reimbursement 
obligation, a Prime-based Advance from the Banks in an amount equal to the 
amount so paid by the Agent in respect of such draft or other demand under 
such Letter of Credit. Such Prime-based Advance shall be disbursed 
notwithstanding any failure to satisfy any conditions for disbursement of any 
Advance set forth in Article 2 hereof and, to the extent of the Prime-based 
Advance so disbursed, the reimbursement obligation of the Company or the 
applicable Account Party to the Agent under this Section 3.6 shall be deemed 
satisfied.

         (b)  If the Agent shall honor a draft or other demand for payment 
presented or made under any Letter of Credit, the Agent shall provide notice 
thereof to the Company and the applicable Account Party on the date such 
draft or demand is honored, and to each Bank on such date unless the Company 
or applicable Account Party shall have satisfied its reimbursement obligation 
under


                                      27


<PAGE>


Section 3.6(a) by payment to the Agent on such date. The Agent shall further 
use reasonable efforts to provide notice to the Company or applicable Account 
Party prior to honoring any such draft or other demand for payment, but such 
notice, or the failure to provide such notice, shall not affect the rights or 
obligations of the Agent with respect to any Letter of Credit or the rights 
and obligations of the parties hereto, including without limitation the 
obligations of the Company or applicable Account Party under Section 3.6(a) 
hereof.

         (c)  Upon issuance by the Agent of each Letter of Credit hereunder 
and upon execution of this Agreement with respect to the Bond Letters of 
Credit and Existing Letters of Credit, each Bank shall automatically acquire 
a pro rata risk participation interest in such Letter of Credit and related 
Letter of Credit Payment based on its respective Percentage. Each Bank, on 
the date a draft or demand under any Letter of Credit (including any Bond 
Letter of Credit or Existing Letter of Credit) is honored, shall make its 
Percentage share of the amount paid by the Agent, and not reimbursed by the 
Company or applicable Account Party by payment to the Agent on such day, 
available in immediately available funds at the principal office of the Agent 
for the account of the Agent. If and to the extent such Bank shall not have 
made such pro rata portion available to the Agent, such Bank, the Company and 
the applicable Account Party severally agree to pay to the Agent forthwith on 
demand such amount together with interest thereon, for each day from the date 
such amount was paid by the Agent until such amount is so made available to 
the Agent at a per annum rate equal to the interest rate applicable during 
such period to the related Advance disbursed under Section 3.6(a) in respect 
of the reimbursement obligation of the Company and the applicable Account 
Party for Letters of Credit other than the Bond Letters of Credit. If such 
Bank shall pay such amount to the Agent together with such interest, such 
amount so paid with respect to Letters of Credit other than the Bond Letters 
of Credit shall constitute a Prime-based Advance by such Bank disbursed in 
respect of the reimbursement obligation of the Company or applicable Account 
Party under Section 3.6(a) for purposes of this Agreement, effective as of 
the date such amount was paid by the Agent. The failure of any Bank to make 
its pro rata portion of any such amount paid by the Agent available to the 
Agent shall not relieve any other Bank of its obligation to make available 
its pro rata portion of such amount, but no Bank shall be responsible for 
failure of any other Bank to make such pro rata portion available to the 
Agent.

         (d)  Nothing in this Agreement shall be construed to require or 
authorize any Bank to issue any Letter of Credit, it being recognized that 
the Agent shall be the sole issuer of Letters of Credit under this Agreement.

    3.7  OBLIGATIONS IRREVOCABLE. The obligations of Company and any Account 
Party to make payments to Agent or the Banks with


                                      28


<PAGE>


respect to Letter of Credit Obligations under Section 3.6 hereof, shall be 
unconditional and irrevocable and not subject to any qualification or 
exception whatsoever, including, without limitation:

         (a)  Any lack of validity or enforceability of any Letter of Credit 
or any documentation relating to any Letter of Credit or to any transaction 
related in any way to such Letter of Credit (the "Letter of Credit 
Documents");

         (b)  Any amendment, modification, waiver, consent, or any 
substitution, exchange or release of or failure to perfect any interest in 
collateral or security, with respect to any of the Letter of Credit Documents;

         (c)  The existence of any claim, setoff, defense or other right 
which the Company or any Account Party may have at any time against any 
beneficiary or any transferee of any Letter of Credit (or any persons or 
entities for whom any such beneficiary or any such transferee may be acting), 
the Agent or any Bank or any other person or entity, whether in connection 
with any of the Letter of Credit Documents, the transactions contemplated 
herein or therein or any unrelated transactions;

         (d)  Any draft or other statement or document presented under any 
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in 
any respect or any statement therein being untrue or inaccurate in any 
respect;

         (e)  Payment by the Agent to the beneficiary under any Letter of 
Credit against presentation of documents which do not comply with the terms 
of the Letter of Credit, including failure of any documents to bear any 
reference or adequate reference to such Letter of Credit;

         (f)  Any failure, omission, delay or lack on the part of the Agent 
or any Bank or any party to any of the Letter of Credit Documents to enforce, 
assert or exercise any right, power or remedy conferred upon the Agent, any 
Bank or any such party under this Agreement, any of the Loan Documents or any 
of the Letter of Credit Documents, or any other acts or omissions on the part 
of the Agent, any Bank or any such party; or

         (g)  Any other event or circumstance that would, in the absence of 
this Section 3.7, result in the release or discharge by operation of law or 
otherwise of Company or any Account Party from the performance or observance 
of any obligation, covenant or agreement contained in Section 3.6.

No setoff, counterclaim, reduction or diminution of any obligation or any 
defense of any kind or nature which Company or any Account Party has or may 
have against the beneficiary of any Letter of


                                      29


<PAGE>


Credit shall be available hereunder to Company or any Account Party against 
the Agent or any Bank. Nothing contained in this Section 3.7 shall be deemed 
to prevent Company or the Account Parties, after satisfaction in full of the 
absolute and unconditional obligations of Company and the Account Parties 
hereunder, from asserting in a separate action any claim, defense, set off or 
other right which they (or any of them) may have against Agent or any Bank.

    3.8  RISK UNDER LETTERS OF CREDIT. (a) In assigning and the handling of 
Letters of Credit and any security therefor, or any documents or instruments 
given in connection therewith, Agent shall have the sole right to take or 
refrain from taking any and all actions under or upon the Letters of Credit.

         (b)  Subject to other terms and conditions of this Agreement, Agent 
shall issue the Letters of Credit and shall hold the documents related 
thereto in its own name and shall make all collections thereunder and 
otherwise administer the Letters of Credit in accordance with Agent's 
regularly established practices and procedures and, except pursuant to 
Section 13.3 hereof, Agent will have no further obligation with respect 
thereto. In the administration of Letters of Credit, Agent shall not be 
liable for any action taken or omitted on the advice of counsel, accountants, 
appraisers or other experts selected by Agent with due care and Agent may 
rely upon any notice, communication, certificate or other statement from 
Company, any Account Party, beneficiaries of Letters of Credit, or any other 
Person which Agent believes to be authentic. Agent will, upon request, 
furnish the Banks with copies of Letter of Credit Agreements, Letters of 
Credit and documents related thereto.

         (c)  In connection with the issuance and administration of Letters 
of Credit and the assignments hereunder, Agent makes no representation and 
shall, subject to Section 3.7 hereof, have no responsibility with respect to 
(i) the obligations of Company or any Account Party or, the validity, 
sufficiency or enforceability of any document or instrument given in 
connection therewith, (ii) the financial condition of, any representations 
made by, or any act or omission of Company, the applicable Account Party or 
any other Person, or (iii) any failure or delay in exercising any rights or 
powers possessed by Agent in its capacity as issuer of Letters of Credit in 
the absence of its gross negligence or willful misconduct. Each of the Banks 
expressly acknowledge that they have made and will continue to make their own 
evaluations of Company's and the Account Parties' creditworthiness without 
reliance on any representation of Agent or Agent's officers, agents and 
employees.

         (d)  If at any time Agent shall recover any part of any unreimbursed 
amount for any draw or other demand for payment under a Letter of Credit, or 
any interest thereon, Agent shall receive same for the PRO RATA benefit of 
the Banks in accordance with their


                                      30


<PAGE>


respective Percentage interests therein and shall promptly deliver to each 
Bank its share thereof, less such Bank's pro rata share of the costs of such 
recovery, including court costs and attorney's fees. If at any time any Bank 
shall receive from any source whatsoever any payment on any such unreimbursed 
amount or interest thereon in excess of such Bank's Percentage share of such 
payment, such Bank will promptly pay over such excess to Agent, for 
redistribution in accordance with this Agreement.

    3.9  INDEMNIFICATION. (a) The Company and each Account Party hereby 
indemnifies and agrees to hold harmless the Banks and the Agent, and their 
respective officers, directors, employees and agents, from and against any 
and all claims, damages, losses, liabilities, costs or expenses of any kind 
or nature whatsoever which the Banks or the Agent or any such person may 
incur or which may be claimed against any of them by reason of or in 
connection with any Letter of Credit, and neither any Bank nor the Agent or 
any of their respective officers, directors, employees or agents shall be 
liable or responsible for: (i) the use which may be made of any Letter of 
Credit or for any acts or omissions of any beneficiary in connection 
therewith; (ii) the validity, sufficiency or genuineness of documents or of 
any endorsement thereon, even if such documents should in fact prove to be in 
any or all respects invalid, insufficient, fraudulent or forged; (iii) 
payment by the Agent to the beneficiary under any Letter of Credit against 
presentation of documents which do not comply with the terms of any Letter of 
Credit (unless such payment resulted from the gross negligence or willful 
misconduct of the Agent), including failure of any documents to bear any 
reference or adequate reference to such Letter of Credit; (iv) any error, 
omission, interruption or delay in transmission, dispatch or delivery of any 
message or advice, however transmitted, in connection with any Letter of 
Credit; or (v) any other event or circumstance whatsoever arising in 
connection with any Letter of Credit; provided, however, that Company and 
Account Parties shall not be required to indemnify the Banks and the Agent 
and such other persons, and the Banks and Agent shall be liable to the 
Company and the Account Parties to the extent, but only to the extent, of any 
direct, as opposed to consequential or incidental, damages suffered by 
Company and the Account Parties which were caused by the Agent's gross 
negligence, willful misconduct or wrongful dishonor of any Letter of Credit 
after the presentation to it by the beneficiary thereunder of a draft or 
other demand for payment and other documentation strictly complying with the 
terms and conditions of such Letter of Credit.

    (b)  It is understood that in making any payment under a Letter of Credit 
the Agent will rely on documents presented to it under such Letter of Credit 
as to any and all matters set forth therein without further investigation and 
regardless of any notice or information to the contrary. It is further 
acknowledged and agreed that Company or an Account Party may have rights 
against the beneficiary or others in connection with any Letter of Credit 
with


                                      31


<PAGE>


respect to which the Banks are alleged to be liable and it shall be a 
condition of the assertion of any liability of the Banks under this Section 
that Company or applicable Account Party shall contemporaneously pursue all 
remedies in respect of the alleged loss against such beneficiary and any 
other parties obligated or liable in connection with such Letter of Credit 
and any related transactions.

    3.10 RIGHT OF REIMBURSEMENT. Each Bank agrees to reimburse the Agent on 
demand, pro rata in accordance with their Percentages, for (i) the 
out-of-pocket costs and expenses of the Agent to be reimbursed by Company or 
any Account Party pursuant to any Letter of Credit Agreement or any Letter of 
Credit, to the extent not reimbursed by Company or Account Party and (ii) any 
and all liabilities, obligations, losses, damages, penalties, actions, 
judgments, suits, costs, fees, expenses or disbursements of any kind and 
nature whatsoever which may be imposed on, incurred by or asserted against 
Agent (in its capacity as issuer of any Letter of Credit) in any way relating 
to or arising out of this Agreement, any Letter of Credit, any documentation 
or any transaction relating thereto, or any Letter of Credit Agreement, 
except to the extent that such liabilities, losses, costs or expenses were 
incurred by Agent solely as a result of Agent's gross negligence or willful 
misconduct.

    3.11 EXISTING LETTERS OF CREDIT. Each Existing Letter of Credit shall be 
deemed for all purposes of this Agreement to be a Letter of Credit (except 
that Letter of Credit Fees and Bond Letter of Credit Fees (as such term is 
defined in the Prior Credit Agreement) paid under the Prior Credit Agreement 
or Bond Reimbursement Agreements, as applicable, shall be redistributed by 
Agent to the Banks pro rata (based on the applicable Percentages) from the 
effective date of this Agreement). On the date of execution of this 
Agreement, the Agent shall be deemed automatically to have sold and 
transferred, and each other Bank shall be deemed automatically, irrevocably, 
and unconditionally to have purchased and received from the Agent, without 
recourse or warranty, an undivided interest and risk participation, to the 
extent of such other Bank's Percentage, in each Existing Letter of Credit and 
the applicable Letter of Credit Obligations with respect thereto and any 
security therefor or guaranty pertaining thereto.

    3.12 CONFLICT. In the event of any conflict between the terms of this 
Agreement and the terms of the Bond Reimbursement Agreements, the terms of 
this Agreement shall govern and control.

    4.   SWING LINE CREDIT.

    4.1  SWING LINE ADVANCES. The Swing Line Bank shall, on the terms and 
subject to the conditions hereinafter set forth, make one or more advances 
(each such advance being a "Swing Line Advance") to Company from time to time 
on any Business Day during the period


                                      32


<PAGE>


from the date hereof to (but excluding) the Revolving Credit Maturity Date in 
an aggregate amount not to exceed One Million Dollars ($1,000,000) at any 
time outstanding; PROVIDED, however, that after giving effect to all Swing 
Line Advances and all Revolving Credit Advances requested to be made on such 
date, the aggregate principal amount of all outstanding Advances and Advances 
requested but not yet funded and the undrawn portion of all outstanding 
Letters of Credit (excluding the Bond Letters of Credit) shall not exceed the 
then applicable Revolving Credit Aggregate Commitment. All Swing Line 
Advances shall be evidenced by the Swing Line Note, under which advances, 
repayments and readvances may be made, subject to the terms and conditions of 
this Agreement. Each Swing Line Advance shall mature and the principal amount 
thereof shall be due and payable by Company on the last day of the Interest 
Period applicable thereto. In no event whatsoever shall any outstanding Swing 
Line Advance be deemed to reduce, modify or affect any Bank's commitment to 
make Revolving Credit Advances based upon its Percentage.

    4.2  ACCRUAL OF INTEREST. Each Swing Line Advance shall, from time to 
time after the date of such Advance, bear interest at its Applicable Interest 
Rate. The amount and date of each Swing Line Advance, its Applicable Interest 
Rate, its Interest Period, and the amount and date of any repayment shall be 
noted on Agent's records, which records will be conclusive evidence thereof, 
absent manifest error; PROVIDED, however, that any failure by the Agent to 
record any such information shall not relieve Company of its obligation to 
repay the outstanding principal amount of such Advance, all interest accrued 
therein and any amount payable with respect thereto in accordance with the 
terms of this Agreement and the Loan Documents.

    4.3  PRIME-BASED INTEREST PAYMENTS. Interest on the unpaid balance of all 
Prime-based Advances from time to time outstanding under the Swing Line Note 
shall accrue at a per annum interest rate equal to the Prime-based Rate, and 
shall be payable in immediately available funds on the last day of the 
Interest Period applicable thereto. Interest accruing at the Prime-based Rate 
shall be computed on the basis of a 360 day year and assessed for the actual 
number of days elapsed from the first day of the Interest Period applicable 
thereto to, but not including, the last day thereof, and in such computation 
effect shall be given to any change in the interest rate resulting from a 
change in the Prime-based Rate on the date of such change in the Prime-based 
Rate.

    4.4  QUOTED RATE ADVANCE INTEREST PAYMENTS. Interest on each Quoted Rate 
Advance outstanding under the Swing Line Note shall accrue at a per annum 
rate equal to its Quoted Rate and shall be payable in immediately available 
funds on the last day of the Interest Period applicable thereto. Interest 
accruing at the Quoted Rate shall be computed on the basis of a 360 day year 
and assessed for the actual number of days elapsed from the first day of the 


                                      33


<PAGE>


Interest Period applicable thereto to, but not including the last day thereof.

    4.5  INTEREST ON DEFAULT. Notwithstanding anything to the contrary set 
forth in Sections 4.3 and 4.4, in the event and so long as any Event of 
Default shall exist under this Agreement, interest shall be payable daily on 
the principal amount of all Swing Line Advances from time to time outstanding 
at a per annum rate equal to the Applicable Interest Rate in respect of each 
such Advance, plus, in the case of Quoted Rate Advances, two percent (2%) per 
annum for the remainder of the then existing Interest Period, if any, and at 
all other such times and for all Prime-based Advances, at a per annum rate 
equal to the Prime-based Rate, plus two percent (2%).

    4.6  REQUESTS FOR SWING LINE ADVANCES. Company may request a Swing Line 
Advance only after delivery to Swing Line Bank of a Request for Swing Line 
Advance executed by an authorized officer of Company, subject to the 
following and to the remaining provisions hereof:

         (a)  each such Request for Swing Line Advance shall set forth the 
information required on the Request for Swing Line Advance form annexed 
hereto as Exhibit D, including without limitation:

           (i)     the proposed date of Swing Line Advance, which must be a
    Business Day;

          (ii)     whether such Swing Line Advance is to be a Prime-based
    Advance or Quoted Rate Advance; and

         (iii)     the duration of the Interest Period applicable thereto;

         (b)  each such Request for Swing Line Advance shall be delivered to 
Swing Line Bank by 12:00 p.m. (Detroit time) on the proposed date of the 
Swing Line Advance;

         (c)  the principal amount of such requested Swing Line Advance, plus 
the principal amount of all other Advances then outstanding hereunder, plus 
the principal amount of all other Advances requested but not yet funded, plus 
the aggregate undrawn portion of any Letter of Credit (excluding any Bond 
Letter of Credit) which shall be outstanding as of the date of the requested 
Swing Line Advance, plus the aggregate face amount of Letters of Credit 
requested but not yet issued, shall not exceed the then applicable Revolving 
Credit Aggregate Commitment;

         (d)  the principal amount of such Swing Line Advance shall be at 
least Fifty Thousand Dollars ($50,000);


                                      34


<PAGE>


         (e)  each Request for Swing Line Advance, once delivered to Swing 
Line Bank, shall not be revocable by Company, and shall constitute and 
include a certification by the Company as of the date thereof that:

           (i)     both before and after the Swing Line Advance, the
    obligations of the Company set forth in this Agreement and the Loan
    Documents, as applicable, are valid, binding and enforceable obligations of
    such parties;

          (ii)     to the best knowledge of Company all conditions to Advances
    have been satisfied;

         (iii)     both before and after the Advance, there is no Default or
    Event of Default in existence; and

          (iv)     both before and after the Advance, the representations and
    warranties contained in this Agreement and the Loan Documents are true and
    correct in all material respects.

Swing Line Bank shall promptly deliver to Agent by telecopier a copy of any
Request for Swing Line Advance received.

    4.7  DISBURSEMENT OF SWING LINE ADVANCES. Subject to submission of an
executed Request for Swing Line Advance by Company without exceptions noted in
the compliance certification therein and to the other terms and conditions
hereof, Swing Line Bank shall make available to Company the amount so requested,
in same day funds, not later than 4:00 p.m. (Detroit time) on the date of such
Swing Line Advance by credit to an account of Company maintained with Swing Line
Bank or to such other account or third party as Company may reasonably direct.
Swing Line Bank shall promptly notify Agent of any Swing Line Advance by
telephone, telex or telecopier.

    4.8  PREPAYMENT. Company may prepay all or part of the outstanding balance
of any Prime-based Advance(s) (subject to not less than one (1) Business Day's
notice to Agent) at any time, provided that the amount of any partial prepayment
shall be at least Fifty Thousand Dollars ($50,000), provided that the aggregate
amount remaining outstanding under each Swing Line Advance shall be at least
Fifty Thousand Dollars ($50,000). Company may prepay Quoted Rate Advances only
on the last day of the Interest Period applicable thereto. Any prepayment made
in accordance with this Section shall be without premium, penalty or prejudice
to the right to reborrow under the terms of this Agreement. All other
prepayments of any Swing Line Advance, whether by acceleration, mandatory or
required prepayment or otherwise, shall be made in accordance with Section 12.1
hereof.

    4.9  REFUNDING OF OR PARTICIPATION INTEREST IN SWING LINE


                                      35


<PAGE>


ADVANCES. (a) The Agent, at any time in its sole and absolute discretion, may 
(or, upon the request of the Swing Line Bank, shall) on behalf of the Company 
(which hereby irrevocably directs the Agent to act on its behalf) request 
each Bank (including the Swing Line Bank in its capacity as a Bank) to make a 
Revolving Credit Advance in an amount equal to such Bank's Percentage of the 
principal amount of the Swing Line Advances (the "Refunded Swing Line 
Advances") outstanding on the date such notice is given; PROVIDED that (i) at 
any time as there shall be a Swing Line Advance outstanding for more than 
thirty days, the Agent shall, on behalf of the Company (which hereby 
irrevocably directs the Agent to act on its behalf), promptly request each 
Bank (including the Swing Line Bank) to make a Revolving Credit Advance in an 
amount equal to such Bank's Percentage of the principal amount of such 
outstanding Swing Line Advance and (ii) Swing Line Advances shall be prepaid 
by the Borrower in accordance with the provisions of Section 4.8 hereof. 
Unless any of the events described in Section 10.1(l) shall have occurred (in 
which event the procedures of paragraph (b) of this Section 4.9 shall apply) 
and regardless of whether the conditions precedent set forth in this 
Agreement to the making of a Revolving Credit Advance are then satisfied, 
each Bank shall make the proceeds of its Revolving Credit Advance available 
to the Agent for the ratable benefit of the Swing Line Bank at the office of 
the Agent specified in the signature pages hereto prior to 11:00 a.m. Detroit 
time, in funds immediately available on the Business Day next succeeding the 
date such notice is given. The proceeds of such Revolving Credit Advances 
shall be immediately applied to repay the Refunded Swing Line Advances.

         (b)  If, prior to the making of a Revolving Credit Advances pursuant 
to paragraph (a) of this Section 4.9, one of the events described in Section 
10.1(l) shall have occurred, each Bank will, on the date such Revolving 
Credit Advance was to have been made, purchase from the Swing Line Bank an 
undivided participating interest in the Refunded Swing Line Advance in an 
amount equal to its Percentage of such Refunded Swing Line Advance. Each Bank 
will immediately transfer to the Agent, in immediately available funds, the 
amount of its participation and upon receipt thereof the Agent will deliver 
to such Bank a Swing Line Bank Participation Certificate in the form of 
Exhibit F dated the date of receipt of such funds and in such amount.

         (c)  Each Bank's obligation to make Revolving Credit Advances and to 
purchase participation interests in accordance with clauses (a) and (b) above 
shall be absolute and unconditional and shall not be affected by any 
circumstance, including, without limitation, (i) any set-off, counterclaim, 
recoupment, defense or other right which such Bank may have against Swing 
Line Bank, the Company or any other Person for any reason whatsoever; (ii) 
the occurrence or continuance of any Default or Event of Default; (iii) any 
adverse change in the condition (financial or otherwise) of the Company or 
any other Person; (iv) any breach of this Agreement by


                                      36


<PAGE>


the Company or any other Person; (v) any inability of the Company to satisfy 
the conditions precedent to borrowing set forth in this Agreement on the date 
upon which such participating interest is to be purchased or (vi) any other 
circumstance, happening or event whatsoever, whether or not similar to any of 
the foregoing. If any Bank does not make available to the Agent the amount 
required pursuant to clause (a) or (b) above, as the case may be, the Agent 
shall be entitled to recover such amount on demand from such Bank, together 
with interest thereon for each day from the date of non-payment until such 
amount is paid in full at the Federal Funds Effective Rate for the first two 
Business Days and at the Alternate Base Rate thereafter.

    5.   [RESERVED]

    6.   CONDITIONS.

    The obligations of Banks to make Advances or issue Letters of Credit 
pursuant to this Agreement are subject to the following conditions:

    6.1  EXECUTION OF LOAN DOCUMENTS. Company shall have executed and 
delivered to Agent for the account of each Bank, the Revolving Credit Notes, 
the Swing Line Note and this Agreement (including all schedules, exhibits, 
certificates, opinions, financial statements and other documents to be 
delivered pursuant hereto), and, as applicable, the Loan Documents, and such 
Revolving Credit Notes, Swing Line Note, the Loan Documents and this 
Agreement shall be in full force and effect.

    6.2  CORPORATE AUTHORITY. Agent shall have received, with a counterpart 
thereof for each Bank: (i) certified copies of resolutions of the Board of 
Directors of Company and each Guarantor evidencing approval of the Loan 
Documents to which each such Person is a party and authorizing the execution 
and delivery thereof and the borrowing hereunder, as applicable; and (ii) (A) 
certified copies of Company's, and each Guarantor's certificate of 
incorporation and bylaws or other constitutional documents certified as true 
and complete as of a recent date by the appropriate official of the 
jurisdiction of incorporation of Company and each Guarantor; and (B) a 
certificate of good standing from the state or other jurisdictions of 
Company's and each Guarantor's incorporation, and from every state or other 
jurisdiction in which Company and each Guarantor is qualified to do business.

    6.3  REAFFIRMATION OF LOAN DOCUMENTS.  Each of the Company, the Parent 
and each of the Guarantors shall have executed the Reaffirmation of Loan 
Documents, substantially in the form of Exhibit O (the "Reaffirmation of Loan 
Documents").

    6.4  LICENSES, PERMITS, ETC. The Agent shall have received,


                                      37


<PAGE>


with a counterpart for each Bank, copies of each authorization, license, 
permit, consent, order or approval of, or registration, declaration or filing 
with, any governmental authority or any securities exchange or other person 
(including without limitation any securities holder) obtained or made by the 
Company, any of its Subsidiaries, or any other Person (as of the relevant 
date of Advance or loan hereunder) in connection with the transactions 
contemplated by this Agreement or the Loan Documents.

    6.5  REPRESENTATIONS AND WARRANTIES. The representations and warranties 
made by Company or any other party to any of the Loan Documents (excluding 
the Agent and Banks) under this Agreement or any of the Loan Documents, and 
the representations and warranties of any of the foregoing which are 
contained in any certificate, document or financial or other statement 
furnished at any time hereunder or thereunder or in connection herewith or 
therewith shall have been true and correct in all material respects when made 
and shall be true and correct in all material respects on and as of the date 
of the making of any Advance hereunder.

    6.6  COMPLIANCE WITH CERTAIN DOCUMENTS AND AGREEMENTS. The Company shall 
have performed and complied with all agreements and conditions contained in 
this Agreement, the Loan Documents, or any agreement or other document 
executed thereunder and required to be performed or complied with by Company 
(as of the applicable date) and Company shall not be in default in the 
performance or compliance with any of the terms or provisions hereof or 
thereof.

    6.7  INTERCREDITOR AGREEMENT. The Agent shall have received a revised 
Schedule 1 (List of Security Documents and Guaranties) to the Intercreditor 
Agreement, in form and substance satisfactory to the Agent and each of the 
Banks.

    6.8  NO DEFAULT. No Default or Event of Default shall have occurred and 
be continuing, and since June 30, 1996 there shall have been no material 
adverse change in the financial condition, properties, business, prospects 
of, results or operations of the Company and its Subsidiaries.

    6.9  COMPANY'S CERTIFICATE. The Agent shall have received, with a signed 
counterpart for each Bank, a certificate of a responsible senior officer of 
Company dated the date of the making of Advances hereunder, stating that to 
the best of his or her knowledge after due inquiry, the conditions of 
Sections 6.1, 6.5 through 6.8 and 6.12 hereof have been fully satisfied.

    6.10 PAYMENT OF FEES. Company shall have paid to the Agent all fees, 
costs and expenses required hereunder to be paid to Agent upon execution of 
this Agreement.

    6.11 OTHER DOCUMENTS AND INSTRUMENTS. The Agent shall have received, with 
a photocopy for each Bank, such other instruments


                                      38


<PAGE>


and documents as each of the Banks may reasonably request in connection with 
the making of loans hereunder, and all such instruments and documents shall 
be satisfactory in form and substance to the Banks.

    6.12 CONTINUING CONDITIONS. The obligations of the Banks to make Advances 
under this Agreement shall be subject to the continuing conditions that all 
documents executed or submitted pursuant hereto shall be satisfactory in form 
and substance (consistent with the terms hereof) to Agent and its counsel and 
to each of the Banks; Agent and its counsel and each of the Banks and their 
respective counsel shall have received all information, and such counterpart 
originals or such certified or other copies of such materials, as Agent or 
its counsel and each of the Banks and their respective counsel may reasonably 
request; and all other legal matters relating to the transactions 
contemplated by this Agreement (including, without limitation, matters 
arising from time to time as a result of changes occurring with respect to 
any statutory, regulatory or decisional law applicable hereto) shall be 
satisfactory to counsel to Agent and counsel to each of the Banks.

    7.   REPRESENTATIONS AND WARRANTIES

    Company represents and warrants and such representations and warranties 
shall be deemed to be continuing representations and warranties until the 
Revolving Credit Maturity Date and thereafter until final payment in full of 
the Indebtedness, expiration of all Letters of Credit and performance by 
Company of all other obligations under this Agreement and the other Loan 
Documents:

    7.1  DUE AUTHORIZATION--COMPANY. Company and each of its Subsidiaries is 
a corporation duly organized and existing in good standing under the laws of 
the jurisdiction of its incorporation; Company and each of its Subsidiaries 
is in good standing in each jurisdiction in which it is required to be 
qualified to do business; execution, delivery and performance of this 
Agreement and other documents and instruments required under this Agreement, 
and the issuance of the Notes by Company are within its corporate powers, 
have been duly authorized, are not in contravention of law or the terms of 
Company's Articles of Incorporation or Bylaws, and do not require the consent 
or approval of any governmental body, agency or authority; and this Agreement 
and other documents and instruments required under this Agreement and Notes, 
when issued and delivered, will be valid and binding on the Company in 
accordance with their terms.

    7.2  DUE AUTHORIZATION--GUARANTORS. Execution, delivery and performance 
of the documents executed and delivered by the Guarantors in connection with 
this Agreement are within their corporate powers, have been duly authorized 
by the Guarantors, are not in contravention of law or the Articles of 
Incorporation or Bylaws of the Guarantors or any unwaived terms of any 
indenture,


                                      39


<PAGE>


agreement or undertaking to which any Guarantor is a party or by 
which it is bound, do not require the consent or approval of any governmental 
body, agency or authority, and when issued and delivered, will be valid and 
binding on the Guarantors in accordance with their terms.

    7.3  NON-CONTRAVENTION. The execution, delivery and performance of this 
Agreement and any other documents and instruments required under this 
Agreement, and the issuance of the Notes by Company are not in contravention 
of the unwaived terms of any indenture, agreement or undertaking to which 
Company is a party or by which it is bound.

    7.4  NO LITIGATION. Except as set forth in Schedule 7.4 annexed hereto, 
no litigation or other proceeding before any court or administrative agency 
is pending, or to the knowledge of the officers of Company is threatened 
against Company or any Subsidiary, the outcome of which would reasonably be 
expected to materially impair Company's or any Subsidiary's financial 
condition or the ability of Company or any Subsidiary to carry on its 
business.

    7.5  ENCUMBRANCES. There are no security interests in, liens, mortgages, 
or other encumbrances on any of Company's or any Subsidiary's assets, except 
Permitted Encumbrances.

    7.6  ERISA. Neither Company nor any Subsidiary maintains or contributes 
to any employee pension benefit plan subject to title IV of the "Employee 
Retirement Income Security Act of 1974" (herein called "ERISA"), except those 
set forth in attached Exhibit J. There was no unfunded past service liability 
of any pension plan maintained by the Company or any Subsidiary as of 
September 30, 1995, and there is no accumulated funding deficiency within the 
meaning of ERISA, or any existing material liability with respect to any 
pension plan owed to the Pension Benefit Guaranty Corporation ("PBGC") or any 
successor thereto, except any funding deficiency for which an application to 
the PBGC for waiver is pending or for which a waiver has been granted by the 
PBGC.

    7.7  FINANCIAL STATEMENTS. The financial statements of the Company and 
Guarantors dated June 30, 1996, previously furnished Agent and the Banks, 
fairly present in all material respects the financial condition of the 
Company and Guarantors as of such date; since said date there has been no 
material adverse change in the financial condition of Company and the 
Guarantors (taken as a whole); to the best of the knowledge of Company's 
officers, neither Company nor any Guarantor has any material contingent 
obligations (including any liability for taxes) not disclosed by or reserved 
against in said balance sheet, and at the present time there are no material 
unrealized or anticipated losses from any present commitment of Company or 
any Guarantor.


                                      40


<PAGE>


    7.8  FINANCIAL PROJECTIONS. The financial projections previously 
furnished by Company to Agent and the Banks, the receipt of which Agent and 
the Banks acknowledge, were as of the date thereof and are as of the date of 
execution of this Agreement, based upon the good faith belief of the 
management of Company, reasonable in all material respects taking into 
account all facts and information known to or reasonably available to Company.

    7.9  TAX RETURNS. All tax returns and tax reports of Company and each 
Subsidiary required by law to have been filed have been duly filed or 
extensions obtained, and all taxes, assessments and other governmental 
charges or levies (other than those presently payable without penalty and 
those currently being contested in good faith for which adequate reserves 
have been established) upon Company or any Subsidiary (or any of its 
properties) which are due and payable have been paid for which the failure to 
pay would materially adversely affect its business or the value of its 
property or assets (taken as a whole). The charges, accruals and reserves on 
the books of Company and its Subsidiaries in respect of the Federal income 
tax for all periods are adequate in the opinion of Company.

    7.10 SUBSIDIARIES. There are no Subsidiaries of Company, except the 
Guarantors.

    7.11 COMPLIANCE WITH LAWS. Except as set forth in SCHEDULE 7.11:

         (a)  Company and its Subsidiaries are, in the conduct of their 
business, in compliance in all material respects with all federal, state or 
local laws, statutes, ordinances and regulations applicable to any of them, 
the enforcement of which, if Company or any Subsidiary were not in 
compliance, would reasonably be expected to materially adversely affect its 
business or the value of its property or assets (taken as a whole). Company 
and its Subsidiaries have all approvals, authorizations, consents, licenses, 
orders and other permits of all governmental agencies and authorities, 
whether federal, state or local, required to permit the operation of their 
business as presently conducted, except such approvals, authorizations, 
consents, licenses, orders and other permits with respect to which the 
failure to have would reasonably be expected to materially adversely affect 
its business or the value of its property or assets (taken as a whole).

         (b)  Neither Company nor any Subsidiary is a party to any litigation 
or administrative proceeding, nor so far as is known by Company is any 
litigation or administrative proceeding threatened against Company or any 
Subsidiary, the outcome of which would reasonably be expected to have a 
material adverse effect on the Company and the Subsidiaries (taken as a 
whole) which in either case (i) asserts or alleges that Company or any 
Subsidiary violated Hazardous Material Laws, (ii) asserts or alleges that 
Company or 

                                      41


<PAGE>


any Subsidiary is required to clean up, remove, or take remedial or other 
response action due to the disposal, depositing, discharge, leaking or other 
release of any hazardous substances or materials, (iii) asserts or alleges 
that Company or any Subsidiary is required to pay all or a portion of the 
cost of any past, present, or future cleanup, removal or remedial or other 
response action which arises out of or is related to the disposal, 
depositing, discharge, leaking or other release of any hazardous substances 
or materials by Company or any Subsidiary.

         (c)  Neither Company nor any Subsidiary is subject to any judgment, 
decree, order or citation related to or arising out of applicable Hazardous 
Material Laws which would reasonably be expected to materially adversely 
affect its business or the value of its property or assets (taken as a whole) 
and to the best knowledge of the Company, neither Company nor any Subsidiary 
has been named or listed as a potentially responsible party by any 
governmental body or agency in a matter arising under any applicable 
Hazardous Material Laws which would reasonably be expected to materially 
adversely affect its business or the value of its property or assets (taken 
as a whole).

         (d)  To the best of Company's knowledge, Company and its 
Subsidiaries have all permits, licenses and approvals required under 
applicable Hazardous Material Laws, the failure of which to have would have a 
material adverse effect on the operation of their respective businesses as 
presently conducted and as proposed to be conducted (taken as a whole).

    7.12 NO INVESTMENT COMPANY OR MARGIN STOCK. Neither Company nor any of 
its Subsidiaries is an "investment company" within the meaning of the 
Investment Company Act of 1940, as amended. Neither Company nor any of its 
Subsidiaries is engaged principally, or as one of its important activities, 
directly or indirectly, in the business of extending credit for the purpose 
of purchasing or carrying margin stock, and none of the proceeds of any of 
the loans hereunder will be used, directly or indirectly, for any purpose 
which would violate the provisions of Regulation U or X of the Board of 
Governors of the Federal Reserve System. Terms for which meanings are 
provided in Regulation U of the Board of Governors of the Federal Reserve 
System or any regulations substituted therefor, as from time to time in 
effect, are used in this paragraph with such meanings.

    7.13 GOOD TITLE--COMPANY. The Company has good and valid title to the 
property owned by it, which property (individually or in the aggregate) is 
material to the business or operations of the Company and its Subsidiaries, 
taken as a whole, excluding imperfections in title not material to the 
ownership, use and/or enjoyment of any such property.

    7.14 GOOD TITLE--GUARANTORS. Each Guarantor has good and valid


                                      42


<PAGE>


title to the property owned by it, which property (individually or in the 
aggregate) is material to the business or operations of the Company and its 
Subsidiaries, taken as a whole, excluding imperfections in title not material 
to the ownership, use and/or enjoyment of any such property.

    7.15 CONVERTIBLE NOTES. The Convertible Notes have not been amended, 
restated, supplemented or replaced, have not been paid in full or cancelled, 
and remain outstanding obligations of Company in accordance with their terms.

    8.   AFFIRMATIVE COVENANTS

    Company covenants and agrees that it will, and, as applicable, it will 
cause each of its Subsidiaries, until the Revolving Credit Maturity Date and 
thereafter until expiration of all Letters of Credit and final payment in 
full of the Indebtedness and the performance by Company of all other 
obligations under this Agreement and the other Loan Documents:

    8.1  REPORTING REQUIREMENTS. Furnish Agent with copies for each Bank:

    (a)  within one hundred twenty (120) days after and as of the end of each
         fiscal year of Parent, a detailed audit report of Parent and its
         consolidated Subsidiaries certified by independent certified public
         accountants satisfactory to Agent and the Banks;

    (b)  within fifty-five (55) days after and as of the end of each fiscal
         quarter of Parent, excluding the last fiscal quarter of each year, a
         copy of Parent's quarterly 10-Q Reports, and as soon as practical
         after filing with the Securities and Exchange Commission ("SEC"),
         copies of all other documents filed by Parent with the SEC;

    (c)  [Reserved];

    (d)  as soon as possible, and in any event within three Business Days after
         becoming aware of the occurrence of any Default or Event of Default or
         any other event or occurrence which has or would reasonably be
         expected to have a materially adverse effect upon the business,
         property or financial condition of Company and its Subsidiaries (taken
         as a whole), or upon Company's or any Guarantor's ability to comply
         with its obligations hereunder or under any of the other Loan
         Documents, a written statement of a responsible senior officer of the
         Company setting forth details of such Default, Event of Default or
         other event or occurrence and the action which the Company has taken
         or has caused to be taken or proposes to take or cause to be taken
         with respect


                                      43


<PAGE>


         thereto;

    (e)  promptly, and in any event within ten (10) calendar days after
         becoming aware (i) of any material adverse change in the financial
         condition of the Company or any of its Subsidiaries, a certificate of
         the chief financial officer of Company (or in such officer's absence,
         a responsible senior officer) setting forth the details of such change
         or (ii) of the taking by the Internal Revenue Service of a tax
         position (verbal or written) which could have a materially adverse
         effect upon the Company (or any tax position taken by the Company)
         setting forth the details of such position and the financial impact
         thereof; and

    (f)  promptly, and in form to be satisfactory to Agent and Banks, such
         other information as Agent and Banks may reasonably request from time
         to time.

    8.2  TAXES. Pay and discharge, and cause each of its Subsidiaries to pay 
and discharge, all taxes and other governmental charges, and all contractual 
obligations calling for the payment of money, before the same shall become 
overdue, unless and to the extent only that such payment is being contested 
in good faith.

    8.3  INSURANCE. Maintain, and cause each of its Subsidiaries to maintain, 
insurance coverage on their physical assets and against other business risks 
in such amounts and of such types as are customarily carried by companies 
similar in size and nature, and in the event of acquisition of additional 
property, real or personal, or of incurrence of additional risks of any 
nature, increase such insurance coverage in such manner and to such extent as 
prudent business judgment and present practice would dictate; and in the case 
of all policies covering property mortgaged or pledged to Agent or the Banks 
or property in which Agent or the Banks shall have a security interest of any 
kind whatsoever, other than those policies protecting against casualty 
liabilities to strangers, all such insurance policies shall provide that the 
loss payable thereunder shall be payable to Company (or a Subsidiary, as 
applicable) and Agent for the benefit of the Banks (as mortgagee) as their 
respective interests may appear, all said policies or copies thereof, 
including all endorsements thereon and those required hereunder, to be 
deposited with Agent.

    8.4  INSPECTIONS. Permit, and cause each of its Subsidiaries to permit, 
Agent and each Bank, through their authorized attorneys, accountants and 
representatives, to examine Company's and each Subsidiary's books, accounts, 
records, ledgers and assets of every kind and description within five (5) 
days after oral or written request of Agent or such Bank, which shall include 
but shall not be limited to audits of Company and its Subsidiaries conducted 
by Agent or any Bank. Each such examination and audit commenced or


                                      44


<PAGE>


conducted during the continuation of an Event of Default shall be at 
Company's own cost and expense.

    8.5  NOTICES. Promptly notify Agent of any Default or Event of Default, 
and promptly inform Agent of the existence or occurrence of any condition or 
event (other than conditions having an effect on the economy in general) 
which could have a material adverse effect upon Company's or any Subsidiary's 
financial condition.

    8.6  GOVERNMENT APPROVALS. Maintain, and cause each of its Subsidiaries 
to maintain, in good standing all licenses required by the State of Michigan, 
the State of Indiana or the Commonwealth of Kentucky (as applicable) or any 
agency thereof, or other governmental authority that may be necessary or 
required for Company and its Subsidiaries to carry on their general business 
objects and purposes.

    8.7  [RESERVED].

    8.8  COMPLIANCE WITH ERISA. Comply, and cause each of its Subsidiaries to 
comply, with all material requirements imposed by ERISA as presently in 
effect or hereafter promulgated, including but not limited to, the minimum 
funding requirements of any Pension Plan.

    8.9  ERISA NOTICES. Promptly notify Agent after the occurrence thereof in 
writing of any of the following events:

    (a)  the termination of a Pension Plan pursuant to Subtitle C of Title IV
         of ERISA or otherwise;

    (b)  the appointment of a trustee by a United States District Court to
         administer a Pension Plan;

    (c)  the commencement by the Pension Benefit Guaranty Corporation, or any
         successor thereto of any proceeding to terminate a Pension Plan;

    (d)  the failure of a Pension Plan to satisfy the minimum funding
         requirements for any plan year as established in Section 412 of the
         Internal Revenue Code of 1954, as amended or any similar provision
         under the Internal Revenue Code of 1986, as amended;

    (e)  the withdrawal of Company or any Subsidiary from a Pension Plan; or

    (f)  a reportable event, within the meaning of Title IV of ERISA.

    8.10 COVENANT COMPLIANCE REPORTS. Furnish to Agent, concurrently with the
delivery of each of the 10Q Reports required


                                      45


<PAGE>


by Section 8.1(b) hereof and within fifty five (55) days after the end of 
each of Parent's fiscal years, a Covenant Compliance and Interest Rate 
Adjustment Report prepared and certified by the chief financial officer of 
Company (or in such officer's absence, the corporate controller of Company) 
(a) setting forth all computations necessary to show compliance by Company 
with the financial covenants contained in Sections 8.11 through 8.14 hereof, 
(b) stating that as of the date thereof, no Default or Event of Default 
hereunder has occurred and is continuing, or if any such event or condition 
has occurred and is continuing or exists, specifying in detail the nature and 
period of existence thereof and any action taken with respect thereto taken 
or contemplated to be taken by Company or a Subsidiary, as applicable, and 
(c) stating that the signer has personally reviewed this Agreement and that 
such certificate is based on an examination sufficient to assure that such 
certificate is accurate.

    8.11 MAINTAIN CONSOLIDATED NET WORTH. Maintain at all times a 
Consolidated Net Worth of not less than the Minimum Consolidated Net Worth. 
'Minimum Consolidated Net Worth' initially shall mean Eighty-Five Million 
Dollars ($85,000,000). On December 31 of each year, commencing December 31, 
1996, the Minimum Consolidated Net Worth shall be increased (but not 
decreased) by an amount equal to fifty percent (50%) of Consolidated Net 
Income (but not loss) for the fiscal year ending on such date. In addition, 
on the date of any Equity Transaction, Minimum Consolidated Net Worth shall 
increase by an amount equal to one hundred percent (100%) of Net Proceeds 
from Equity Transactions related to such Equity Transaction."

    8.12 MAINTAIN MAXIMUM LEVERAGE RATIO. Maintain at all times a Maximum 
Leverage Ratio of not more than .55 to 1.0

    8.13 MAINTAIN INTEREST COVERAGE RATIO. Maintain as of the end of each 
fiscal quarter of Company an Interest Coverage Ratio of not less than 3.0 to 
1.0.

    8.14 MAINTAIN CASHFLOW LEVERAGE RATIO. Maintain at all times a Cashflow 
Leverage Ratio of not more than 3.5 to 1.0.

    8.15 ENVIRONMENTAL COMPLIANCE.

         (a)  Company shall comply, and cause its Subsidiaries to comply, 
with all applicable Hazardous Material Laws except for such non-compliance 
which would reasonably not be expected to materially adversely affect its 
business or the value of its property or assets (taken as a whole).

         (b)  Company shall provide to Agent, promptly upon receipt, copies 
of any correspondence, notice, pleading, citation, indictment, complaint, 
order, decree, or other document from any source asserting or alleging a 
circumstance or condition which


                                      46


<PAGE>


requires or may require a financial contribution by Company or any Subsidiary 
to a cleanup, removal, remedial action, or other response by or on the part 
of Company or any Subsidiary under applicable Hazardous Material Laws or 
which seeks damages or civil, criminal or punitive penalties from Company or 
any Subsidiary for an alleged violation of Hazardous Material Laws, where 
such contribution, response or damages would reasonably be expected to 
materially adversely affect its business or the value of its property or 
assets (taken as a whole).

         (c)  Company shall promptly notify Agent in writing as soon as 
Company becomes aware of the occurrence or existence of any condition or 
circumstance which makes the environmental warranties contained in this 
Agreement incomplete or inaccurate in any material respect as of any date.

         (d)  In the event of any condition or circumstance that makes any 
environmental warranty, representation and/or agreement incomplete or 
inaccurate in any material respect as of any date, Company shall, at the 
reasonable request of Agent, at its sole expense, retain an environmental 
consultant, reasonably acceptable to Agent and the Banks, to conduct a 
thorough and complete investigation regarding the changed condition and/or 
circumstance. A copy of the environmental consultant's report will be 
promptly delivered to Agent, and Company upon completion.

         (e)  At any time Company or any Subsidiary, directly or indirectly 
through any environmental consultant or other representative, determines to 
undertake an environmental audit, assessment or investigation relating to any 
fact, event or condition which would reasonably be expected to materially 
adversely affect its business or the value of its property or assets (taken 
as a whole), Company shall promptly provide Agent with written notice of the 
initiation of the environmental audit, fully describing the purpose and 
intended scope of the environmental audit. Upon receipt, Company will 
promptly provide to Agent copies of all final findings and conclusions of any 
such environmental investigation.

         (f)  Company hereby indemnifies, saves and holds Agent and each of 
the Banks and any of their respective past, present and future officers, 
directors, shareholders, employees, representatives and consultants harmless 
from any and all loss, damages, suits, penalties, costs, liabilities and 
expenses (including but not limited to reasonable investigation, 
environmental audit(s), and legal expenses) arising out of any claim, loss or 
damage of any property, injuries to or death of persons, contamination of or 
adverse affects on the environment, or any violation of any applicable 
Hazardous Material Laws, caused by or in any way related to any property 
owned or operated by Company or any Subsidiary, or due to any acts of Company 
or any Subsidiary or such person's, officers, directors, shareholders, 
employees,


                                      47


<PAGE>


consultants and/or representatives; provided, however, that the foregoing 
indemnification shall not be applicable when arising from events or 
conditions occurring while Agent is in sole possession (subject to the rights 
of any creditors of Company) of such property. In no event shall Company be 
liable hereunder for any loss, damages, suits, penalties, costs, liabilities 
or expenses arising from any act of gross negligence of Agent or any of the 
Banks, or any such Person's agents or employees.

    It is expressly understood and agreed that the indemnifications granted 
herein are intended to protect Agent and each of the Banks, their respective 
past, present and future officers, directors, shareholders, employees, 
consultants and representatives from any claims that may arise by reason of 
the security interest, liens and/or mortgages granted to Agent and each of 
the Banks, or under any other document or agreement given to secure repayment 
of any indebtedness from Company, whether or not such claims arise before or 
after Agent has foreclosed upon and/or otherwise become the owner of any such 
property. All obligations of indemnity as provided hereunder shall be secured 
by the collateral documents until payment in full of all indebtedness of 
Company to the Banks, unless there is a then known violation of the Hazardous 
Material Laws and Agent or any of the Banks has asserted in writing a claim 
for indemnification from Company, in which event the same shall continue 
until the violation is remediated.

    It is expressly agreed and understood that the provisions hereof shall 
and are intended to be continuing and shall survive the repayment of the 
Indebtedness.

         (g)  Company and its Subsidiaries shall maintain all permits, 
licenses and approvals required under applicable Hazardous Material Laws 
except such permits, licenses and approvals the failure of which to have 
would reasonably not be expected to materially adversely affect its business 
or the value of its property or assets (taken as a whole).

    8.16 SUBSIDIARIES; GUARANTIES. With respect to each Person which becomes 
a Subsidiary subsequent to the date of this Agreement, within ten days of the 
date of a new Subsidiary is created or acquired, as the case may be, cause 
each such Subsidiary to execute and deliver to Agent, for and on behalf of 
each of the Banks, joinder agreements in the form attached as Exhibit A to 
each of the Guaranties whereby each Subsidiary becomes obligated as a 
Guarantor under the Guaranties, together with such supporting documentation, 
including without limitation corporate authority, items, certificates and 
opinions of counsel, as reasonably required by Agent and the Majority Banks.  

    8.17  AMENDMENT OF SENIOR DEBT DOCUMENTS.  Upon any amendments, 
modifications or alterations of the Senior Debt Documents, promptly (but no 
later than five (5) Business Days


                                      48


<PAGE>


following the effective date thereof) notify Agent of the occurrence thereof, 
furnishing Agent with copies of all such amendments, modifications or 
alterations. If the Majority Banks shall determine, in their sole discretion, 
that any such amendment, modification or alteration contains any new 
covenant, or makes any existing covenant in the Senior Debt Documents more 
restrictive than the covenants contained in this Agreement, Company shall 
forthwith upon demand by Majority Banks enter into such amendments or 
modifications of this Agreement as reasonably determined by the Majority 
Banks to be necessary to make this Agreement (and the covenants contained 
herein) more restrictive than such documents in proportion to the levels of 
restrictions existing immediately prior to such amendment, modification or 
alteration to the Senior Debt Documents.

    9.   NEGATIVE COVENANTS

    Company covenants and agrees that, until the Revolving Credit Maturity 
Date and thereafter until expiration of all Letters of Credit and final 
payment in full of the Indebtedness and the performance by Company of all 
other obligations under this Agreement and the other Loan Documents, it will 
not, and will not permit its Subsidiaries to, without the prior written 
consent of the Majority Banks:

    9.1  CAPITAL STRUCTURE AND REDEMPTIONS. Purchase, acquire, issue or 
redeem any of its capital stock or make any material change in its capital 
structure, except for redemptions of stock of Parent owned by employees of 
Company or any Subsidiary.

    9.2  MERGERS OR DISPOSITIONS. Except as permitted under Section 9.5 
hereof enter into any merger or consolidation or sell, lease, transfer, or 
dispose of all, substantially all, or any material part of its assets.

    9.3  GUARANTIES. Guarantee, endorse, or otherwise become secondarily 
liable for or upon the obligations of others, except (a) by endorsement for 
deposit in the ordinary course of business, (b) guaranties in favor of Agent 
and the Banks, (c) the Letter of Credit Guaranty, (d) the Letter of Credit 
Guaranty (Kentucky), (e) unsecured guaranties by Company or one or more 
Subsidiaries of indebtedness of the Company or one or more Subsidiaries, (f) 
the Permitted Guaranties and (g) indemnification obligations arising under 
the Underwriting Agreement.

    9.4  INDEBTEDNESS. Become or remain obligated for any indebtedness for 
borrowed money, or for any indebtedness incurred in connection with the 
acquisition of any property, real or personal, tangible or intangible, except:

    (a)  the Indebtedness;


                                      49


<PAGE>


    (b)  current unsecured trade payables and accrued liabilities arising in
         the ordinary course of Company's or any Subsidiary's business,
         deferred income tax and purchase accounting reserves;

    (c)  indebtedness described in attached SCHEDULE 9.4;

    (d)  unsecured indebtedness of Company to a Guarantor or a Guarantor to
         another Guarantor or a Guarantor to Company;

    (e)  other unsecured indebtedness (excluding indebtedness evidenced by the
         Acquisition Note) not exceeding $5,000,000 in the aggregate at any
         time outstanding;

    (f)  indebtedness incurred under the bond loan agreements executed and
         delivered in connection with the issuance of the Kentucky Bonds and
         the Indiana Bonds;

    (g)  indebtedness incurred under the Bond Reimbursement Agreements;

    (h)  the Senior Debt and any renewals or refinancing of the Senior Debt in
         amounts not exceeding the original principal amount thereof (less any
         required amortization according to the terms thereof), on
         substantially the same terms as the Senior Debt;

    (i)  unsecured indebtedness of Company to MascoTech, Inc. evidenced by the
         Acquisition Note;

    (j)  the Earnout Amount (as defined in the Acquisition Agreement);

    (k)  indebtedness incurred in connection with Hedging Transactions; and

    (l)  the Permitted Guaranties.

    9.5  ACQUISITIONS. Purchase or otherwise acquire or become obligated for 
the purchase of all or substantially all of the assets or business interests 
of any person, firm or corporation or any shares of stock of any corporation, 
trusteeship or association or in any other manner effectuate or attempt to 
effectuate an expansion of present business by acquisition, PROVIDED, 
however, the foregoing restriction shall not apply to the purchase by Company 
or a Guarantor of all or substantially all of the assets or all of the stock 
of a Person if after giving effect to such acquisition no Default or Event of 
Default exists. 

    9.6  INVESTMENTS. Make or allow to remain outstanding any investment 
(whether such investment shall be of the character of investment in shares of 
stock, evidences of indebtedness or other


                                      50


<PAGE>


securities or otherwise) in, or any loans or advances or extensions of credit 
to, any person, firm, corporation or other entity or association, except:

    (a)  Company's investment in the Guarantors;

    (b)  loans and advances permitted under Section 9.4(d) hereof;

    (c)  investments (other than loans or advances) by a Guarantor in another
         Guarantor or a Guarantor in Company;

    (d)  investments of surplus cash in cash equivalents described on Schedule
         9.6(d);

    (e)  loans to management employees made to enable them to purchase an
         equity interest in Company not to exceed $1,000,000 in aggregate
         amount at any time outstanding;

    (f)  sales on open account or in the ordinary course of business;

    (g)  loans to tooling vendors evidenced by notes receivable not exceeding
         $5,000,000 in the aggregate;

    (h)  other loans, advances and investments not exceeding $250,000 in the
         aggregate at any time outstanding; and

    (i)  deposits made in the ordinary course of business in order to obtain
         goods and services.

    9.7  LIENS. Affirmatively pledge or mortgage any of its assets, whether 
now owned or hereafter acquired, or create, suffer or permit to exist any 
lien, security interest in, or encumbrance thereon, except:

    (a)  the Permitted Encumbrances;

    (b)  liens described in attached SCHEDULE 9.7; and

    (c)  liens and security interests upon fixed assets acquired by Company or
         a Subsidiary after the date of this Agreement (including by virtue of
         a Capital Lease) provided that (i) any such lien or security interest
         is created solely for the purpose of securing indebtedness
         representing, or incurred to finance, the cost of the item of property
         subject thereto; (ii) the principal amount of the indebtedness secured
         by such lien is initially at least 70% and does not exceed 100% of the
         fair value of the property at the time it was acquired, (iii) the lien
         or security interest does not cover any other property other than such
         item of property, and (iv) the incurrence of the indebtedness secured
         by such lien


                                      51


<PAGE>


         or security interest is permitted by Section 9.4 hereof.

    9.8  ACCOUNTS RECEIVABLE. Sell, assign, transfer or confer a security 
interest in any account, contract, note, trade acceptance or other 
receivable.  

    9.9  BUSINESS PURPOSES. Materially alter the character of its businesses 
from that conducted as of the date of this Agreement.

    9.10 DIVIDENDS. Declare or pay any dividends or make any other 
distribution upon its shares of capital stock, except (a) dividends payable 
in the capital stock of Company, (b) dividends by Guarantors to Company, (c) 
dividends by Company to Parent (i) to allow Parent to pay audit fees and 
expenses, franchise taxes and the regularly scheduled payments of interest 
due to the holders of the Convertible Notes, in an aggregate amount not 
exceeding $750,000 during any single fiscal year of Company, and (ii) to 
allow Parent to pay federal, state and local income taxes which are 
attributable to Company and its consolidated Subsidiaries, provided that in 
each such case both immediately before such dividend is declared or paid and 
after giving effect thereto, no Default or Event of Default has occurred and 
is continuing.

    9.11 NO FURTHER NEGATIVE PLEDGES. Enter into or become subject to any 
agreement (other than loan documents evidencing or otherwise related to the 
Senior Debt) (i) prohibiting the guaranteeing by the Company or any 
Subsidiary of any obligations, (ii) prohibiting the creation or assumption of 
any lien or encumbrance upon the properties or assets of the Company or any 
Subsidiary, whether now owned or hereafter acquired, or (iii) requiring an 
obligation to become secured (or further secured) if another obligation is 
secured or further secured.

    9.12 TRANSACTIONS WITH AFFILIATES. Enter into any transaction or series 
of transactions with any Affiliate other than on terms and conditions as 
favorable to Company or the Subsidiary (as applicable) as would be obtainable 
in a comparable arm's-length transaction with a Person other than an 
Affiliate except transactions between Company and any wholly owned 
Subsidiary, provided, however, nothing contained in this Section 9.12 shall 
be deemed or construed to prohibit Company from paying reasonable fees and 
expenses to Hidden Creek Industries, a New York partnership, for rendering of 
financial and consulting services to Company in an amount not to exceed 
$2,000,000 in any fiscal year. Nothing contained in this Section 9.12 shall 
be deemed to prohibit the Parent Letter Agreement.

    10.  DEFAULTS

    10.1 EVENTS OF DEFAULT. The occurrence of any of the following events 
shall constitute an Event of Default hereunder:


                                      52


<PAGE>


         (a)  non-payment when due of (i) the principal or interest under any
    of the Notes issued hereunder in accordance with the terms thereof, (ii)
    any reimbursement obligation under Section 3.6 hereof, or (iii) any Fees;

         (b)  default in the observance or performance of any of the
    conditions, covenants or agreements of Company set forth in Section 8.1(a),
    (b) or (c), 8.3, 8.4, 8.5, 8.10 through 8.14, inclusive, 8.16, 9.1 through
    9.5, inclusive, and 9.7 through 9.11, inclusive;

         (c)  default in the observance or performance of any of the other
    conditions, covenants or agreements set forth in this Agreement by Company
    and continuance thereof for a period of thirty (30) consecutive days;

         (d)  any representation or warranty made by Company herein or in any
    instrument submitted pursuant hereto or by any other party to the Loan
    Documents proves untrue or misleading in any material adverse respect when
    made;

         (e)  default in the observance or performance of or failure to comply
    with any of the conditions, covenants or agreements of Company or any
    Guarantor set forth in any of the other Loan Documents, and the continuance
    thereof beyond any period of grace or cure specified in any such document;

         (f)  default in the payment of any other obligation of Company or any
    Guarantor for borrowed money in an aggregate amount in excess of Two
    Hundred Fifty Thousand Dollars ($250,000), or in the observance or
    performance of any conditions, covenants or agreements related or given
    with respect to any obligations for borrowed money in an aggregate amount
    in excess of Two Hundred Fifty Thousand Dollars ($250,000) sufficient to
    permit the holder thereof to accelerate the maturity of such obligation,
    unless such default is being contested in good faith by Company or
    Guarantor, as applicable, and Company or such Guarantor has established
    adequate reserves;

         (g)  the rendering of any judgment(s) for the payment of money in
    excess of the sum of Two Hundred Fifty Thousand Dollars ($250,000)
    individually or in the aggregate against Company or any of its
    Subsidiaries, and such judgments shall remain unpaid, unvacated, unbonded
    or unstayed by appeal or otherwise for a period of thirty (30) consecutive
    days, except as covered by adequate insurance with a reputable carrier and
    an action is pending in which an active defense is being made with respect
    thereto;

         (h)  the occurrence of a "reportable event", as defined in ERISA,
    which is determined to constitute grounds for 


                                      53
<PAGE>

    termination by the Pension Benefit Guaranty Corporation of any Pension Plan
    maintained or contributed to by or on behalf of the Company or any of its
    Subsidiaries for the benefit of any of its employees or for the appointment 
    by the appropriate United States District Court of a trustee to administer 
    such Pension Plan and such reportable event is not corrected and such 
    determination is not revoked within thirty (30) days after notice thereof 
    has been given to the plan administrator of such Pension Plan (without 
    limiting any of Agent's or any Bank's other rights or remedies hereunder), 
    or the institution of proceedings by the Pension Benefit Guaranty 
    Corporation to terminate any such Pension Plan or to appoint a trustee by 
    the appropriate United States District Court to administer any such Pension 
    Plan;

         (i)  if (i) Onex Corporation and J2R Partners and their Affiliates
    shall cease (x) to own in the aggregate at least ten percent (10%) of the
    economic common equity interest of Parent and (y) to control in the
    aggregate at least fifteen percent (15%) of the equity interest of Parent
    having voting power for the election of a majority of the directors of
    Parent, (ii) Parent shall cease to own one hundred percent (100%) of the
    economic common equity interest of Company or (iii) Company shall cease to
    own one hundred percent (100%) of the economic common equity interest of
    Edgewood, Tower (Delaware), Tower (Indiana), Tower (Kentucky), or Trylon,
    or Kalamazoo;

         (j)  if any other Person shall own thirty five percent (35%) or more
    of the equity interest of Parent having voting power for the election of a
    majority of the directors of Parent;

         (k)  any revocation of any of the Guaranties;

         (l)  the occurrence of an Event of Default (as defined in the Bond
    Reimbursement Agreements) under any of the Bond Reimbursement Agreements;

         (m)  If a creditors' committee shall have been appointed for the
    business of Company, any Subsidiary or any Guarantor in connection with any
    bankruptcy or insolvency; or if Company, any Subsidiary or any Guarantor
    shall have made a general assignment for the benefit of creditors or shall
    have been adjudicated bankrupt, or shall have filed a voluntary petition in
    bankruptcy or for reorganization or to effect a plan or arrangement with
    creditors; or shall file an answer to a creditor's petition or other
    petition filed against it, admitting the material allegations thereof for
    an adjudication in bankruptcy or for reorganization; or shall have applied
    for or permitted the appointment of a receiver, or trustee or custodian for
    any of its property or assets; or such receiver, 

                                     54
<PAGE>

    trustee or custodian shall have been appointed for any material part of 
    its property or assets (otherwise than upon application or consent of 
    Company, a Subsidiary or any Guarantor, as applicable) and such 
    receiver, trustee or custodian so appointed shall not have been 
    discharged within sixty (60) days after the date of his appointment 
    or if an order shall be entered and shall not be dismissed or 
    stayed within sixty (60) days from its entry, approving any
    petition for reorganization of Company, any Subsidiary or any Guarantor.

    10.2 EXERCISE OF REMEDIES. If an Event of Default has occurred and is
continuing hereunder: (v) the Agent shall, upon being directed to do so by the
Majority Banks, declare the Revolving Credit Aggregate Commitment terminated;
(w) the Agent shall, upon being directed to do so by the Majority Banks, declare
the entire unpaid principal Indebtedness, including the Notes, immediately due
and payable, without presentment, notice or demand, all of which are hereby
expressly waived by Company; (x) upon the occurrence of any Event of Default
specified in subsection 10.1(m), above, and notwithstanding the lack of any
declaration by Agent under preceding clause (w), the entire unpaid principal
Indebtedness, including the Notes, shall become automatically and immediately
due and payable, and the Revolving Credit Aggregate Commitment shall be
automatically and immediately terminated; (y) the Agent shall, upon being
directed to do so by the Majority Banks, demand immediate delivery of cash
collateral, and the Company and each Account Party agrees to deliver such cash
collateral upon demand, in an amount equal to the maximum amount that may be
available to be drawn at any time prior to the stated expiry of all outstanding
Letters of Credit, and (z) the Agent shall, if directed to do so by the Majority
Banks or the Banks, as applicable (subject to the terms hereof), exercise any
remedy permitted by this Agreement, the Loan Documents or law.

    10.3 RIGHTS CUMULATIVE. No delay or failure of Agent and/or Banks in
exercising any right, power or privilege hereunder shall affect such right,
power or privilege, nor shall any single or partial exercise thereof preclude
any further exercise thereof, or the exercise of any other power, right or
privilege. The rights of Agent and Banks under this Agreement are cumulative and
not exclusive of any right or remedies which Banks would otherwise have.

    10.4 WAIVER BY COMPANY OF CERTAIN LAWS. To the extent permitted by
applicable law, Company hereby agrees to waive, and does hereby absolutely and
irrevocably waive and relinquish the benefit and advantage of any valuation,
stay, appraisement, extension or redemption laws now existing or which may
hereafter exist, which, but for this provision, might be applicable to any sale
made under the judgment, order or decree of any court, on any claim for interest
on the Notes, or any security interest or 

                                     55
<PAGE>

mortgage contemplated by or granted under or in connection with this 
Agreement. These waivers have been voluntarily given, with full knowledge of 
the consequences thereof.

    10.5 WAIVER OF DEFAULTS. No Event of Default shall be waived by the Banks
except in a writing signed by an officer of the Agent in accordance with Section
14.11 hereof. No single or partial exercise of any right, power or privilege
hereunder, nor any delay in the exercise thereof, shall preclude other or
further exercise of their rights by Agent or the Banks. No waiver of any Event
of Default shall extend to any other or further Event of Default. No forbearance
on the part of the Agent or the Banks in enforcing any of their rights shall
constitute a waiver of any of their rights. Company expressly agrees that this
Section may not be waived or modified by the Banks or Agent by course of
performance, estoppel or otherwise.

    10.6 DEPOSITS AND ACCOUNTS. Upon the occurrence and during the continuance
of any Event of Default, each Bank may at any time and from time to time,
without notice to the Company (any requirement for such notice being expressly
waived by the Company) set off and apply against any and all of the obligations
of the Company now or hereafter existing under this Agreement, whether owing to
such Bank or any other Bank or the Agent, any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Bank to or for the credit or the account
of the Company and any property of the Company from time to time in possession
of such Bank, irrespective of whether or not such deposits held or indebtedness
owing by such Bank may be contingent and unmatured and regardless of whether any
collateral then held by Agent or any Bank is adequate to cover the Indebtedness.
Promptly following any such setoff, such Bank shall give written notice to Agent
and to Company of the occurrence thereof. The Company hereby grants to the Banks
and the Agent a lien on and security interest in all such deposits, indebtedness
and property as collateral security for the payment and performance of all of
the obligations of the Company under this Agreement. The rights of each Bank
under this Section 10.6 are in addition to the other rights and remedies which
such Bank may have.

    11.  PAYMENTS, RECOVERIES AND COLLECTIONS.

    11.1 PAYMENT PROCEDURE. (a) All payments by Company of principal of, or
interest on, the Notes, or of Fees, shall be made without setoff or counterclaim
on the date specified for payment under this Agreement not later than 11:00 a.m.
(Detroit time) in immediately available funds to Agent, for the ratable account
of the Banks, at Agent's office located at One Detroit Center, Detroit, Michigan
48226-3289, (care of Agent's Eurodollar Lending Office, for Eurodollar-based
Advances). Upon receipt by the Agent of each such payment, the Agent shall make
prompt payment in like funds received to each Bank as appropriate, or, in
respect of 

                                     56
<PAGE>

Eurodollar-based Advances, to such Bank's Eurodollar Lending Office.

         (b)  Unless the Agent shall have been notified by Company prior to the
    date on which any payment to be made by Company is due that Company does
    not intend to remit such payment, the Agent may, in its sole discretion and
    without obligation to do so, assume that the Company has remitted such
    payment when so due and the Agent may, in reliance upon such assumption,
    make available to each Bank on such payment date an amount equal to such
    Bank's share of such assumed payment. If Company has not in fact remitted
    such payment to the Agent each Bank shall forthwith on demand repay to the
    Agent the amount of such assumed payment made available or transferred to
    such Bank, together with the interest thereon, in respect of each day from
    and including the date such amount was made available by the Agent to such
    Bank to the date such amount is repaid to the Agent at a rate per annum
    equal to (i) for Prime-based Advances, the Federal Funds Effective Rate
    (daily average), as the same may vary from time to time, and (ii) with
    respect to Eurodollar-based Advances, Agent's aggregate marginal cost
    (including the cost of maintaining any required reserves or deposit
    insurance and of any fees, penalties, overdraft charges or other costs or
    expenses incurred by Agent) of carrying such amount.

         (c)  Subject to the definition of Interest Period, whenever any
    payment to be made hereunder shall otherwise be due on a day which is not a
    Business Day, such payment shall be made on the next succeeding Business
    Day and such extension of time shall be included in computing interest, if
    any, in connection with such payment.

         (d)  All payments to be made by the Company under this Agreement or
    any of the Notes (including without limitation payments under the Swing
    Line Note) shall be made without set-off or counterclaim, as aforesaid, and
    without deduction for or on account of any present or future withholding or
    other taxes of any nature imposed by any governmental authority or of any
    political subdivision thereof or any federation or organization of which
    such governmental authority may at the time of payment be a member, unless
    Company is compelled by law to make payment subject to such tax. In such
    event, Company shall:

              (i)  pay to the Agent for Agent's own account and/or, as the case
                   may be, for the account of the Banks (and, in the case of
                   Advances of the Swing Line, pay to the Swing Line Bank which
                   funded such Advances) such additional amounts as may be
                   necessary to ensure that the Agent and/or such Bank or Banks
                   receive a net amount 

                                     57
<PAGE>

                   equal to the full amount which would have been receivable had
                   payment not been made subject to such tax; and

              (ii) remit such tax to the relevant taxing authorities according
                   to applicable law, and send to the Agent or the applicable
                   Bank (including the Swing Line Bank) or Banks, as the case
                   may be, such certificates or certified copy receipts as the
                   Agent or such Bank or Banks shall reasonably require as
                   proof of the payment by the Company, of any such taxes
                   payable by the Company.

    As used herein, the terms "tax", "taxes" and "taxation" include all
existing taxes, levies, imposts, duties, charges, fees, deductions and
withholdings and any restrictions or conditions resulting in a charge together
with interest thereon and fines and penalties with respect thereto which may be
imposed by reason of any violation or default with respect to the law regarding
such tax, assessed as a result of or in connection with the transactions
hereunder, or the payment and or receipt of funds hereunder, or the payment or
delivery of funds into or out of any jurisdiction other than the United States
(whether assessed against Company, Agent or any of the Banks).

    11.2 APPLICATION OF PROCEEDS. Notwithstanding anything to the contrary in
this Agreement, but subject to the Intercreditor Agreement (if then in effect),
after an Event of Default, the proceeds of any offsets or voluntary payments by
Company or any Guarantor or others and any other sums received or collected in
respect of the Indebtedness, shall be applied, first, to the Notes on a pro rata
basis (in such order and manner as determined by the Majority Banks; subject,
however, to the applicable Percentages of the Advances held by each of the
Banks), next, to any other Indebtedness on a PRO RATA basis, and then, if there
is any excess, to Company. The application of such proceeds and other sums to
the Revolving Credit Notes shall be based on each Bank's Percentage of the
aggregate of the Advances.

    11.3 PRO-RATA RECOVERY. Subject to the Intercreditor Agreement (if then in
effect), if any Bank shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of offset or otherwise) on account of
principal of, or interest on, any of the Revolving Credit Notes in excess of its
pro rata share of payments then or thereafter obtained by all Banks upon
principal of and interest on all Revolving Credit Notes, such Bank shall
purchase from the other Banks such participations in the Revolving Credit Notes
held by them as shall be necessary to cause such purchasing Bank to share the
excess payment or other recovery ratably in accordance with the Percentage with 
each of them; provided, however, that if all or any portion of the excess 
payment

                                     58
<PAGE>

or other recovery is thereafter recovered from such purchasing holder, the 
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

    11.4 DEPOSITS AND ACCOUNTS. In addition to and not in limitation of any
rights of any Bank or other holder of any of the Notes under applicable law,
each Bank and each other such holder shall, upon acceleration of the
Indebtedness under the Notes and without notice or demand of any kind, have the
right to appropriate and apply to the payment of the Notes owing to it any and
all balances, credits, deposits, accounts or moneys of Company then or
thereafter with such Bank or other holder; provided, however, that any such
amount so applied by any Bank or other holder on any of the Notes owing to it
shall be subject to the provisions of Section 11.3, hereof.

    12.  CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS; MARGIN ADJUSTMENTS.

    12.1 REIMBURSEMENT OF PREPAYMENT COSTS. If Company makes any payment of
principal with respect to any Eurodollar-based Advance, or any Quoted Rate
Advance on any day other than the last day of the Interest Period applicable
thereto (whether voluntarily, by acceleration, or otherwise), or if Company
fails to borrow any Eurodollar-based Advance or Quoted Rate Advance after notice
has been given by Company to Agent in accordance with the terms hereof
requesting such Advance, or if Company fails to make any payment of principal or
interest in respect of a Eurodollar-based Advance, or any Quoted Rate Advance
when due, Company shall reimburse Agent and Banks, as the case may be on demand
for any resulting loss, cost or expense actually incurred by Agent and Banks, as
the case may be, as a result thereof, including, without limitation, any such
loss, cost or expense incurred in obtaining, liquidating, employing or
redeploying deposits from third parties, whether or not Agent and Banks, as the
case may be, shall have funded or committed to fund such Advance. Such amount
payable by Company to Agent and Banks, as the case may be may include, without
limitation, an amount equal to the excess, if any, of (a) the amount of interest
which would have accrued on the amount so prepaid, or not so borrowed, refunded
or converted, for the period from the date of such prepayment or of such failure
to borrow, refund or convert, through the last day of the relevant Interest
Period, at the applicable rate of interest for said Advance(s) provided under
this Agreement, over (b) the amount of interest (as reasonably determined by
Agent and Banks, as the case may be) which would have accrued to Agent and
Banks, as the case may be on such amount by placing such amount on deposit for a
comparable period with leading banks in the interbank eurodollar market.
Calculation of any amounts payable to any Bank under this paragraph shall be
made as though such Bank shall have actually funded or committed to fund the
relevant Advance through the purchase of an underlying deposit in an amount
equal to the amount of such Advance and having a maturity comparable to the

                                     59
<PAGE>

relevant Interest Period; provided, however, that any Bank may fund any
Eurodollar-based Advance, or any Quoted Rate Advance, as the case may be, in any
manner it deems fit and the foregoing assumptions shall be utilized only for the
purpose of the calculation of amounts payable under this paragraph. Upon the
written request of Company, Agent and Banks shall deliver to Company a
certificate setting forth the basis for determining such losses, costs and
expenses, which certificate shall be conclusively presumed correct, absent
manifest error.

    12.2 AGENT'S EURODOLLAR LENDING OFFICE. For any Advance, if Agent shall
designate a Eurodollar Lending Office which maintains books separate from those
of the rest of Agent, Agent shall have the option of maintaining and carrying
the relevant Advance on the books of such Eurodollar Lending Office.

    12.3 CIRCUMSTANCES AFFECTING EURODOLLAR-BASED RATE AVAILABILITY. If with
respect to any Interest Period, Agent or the Banks (after consultation with
Agent) shall determine that, by reason of circumstances affecting the interbank
markets generally, deposits in eurodollars in the applicable amounts are not
being offered to the Agent for such Interest Period, then Agent shall forthwith
give notice thereof to the Company. Thereafter, until Agent notifies Company
that such circumstances no longer exist, the obligation of Banks to make
Eurodollar-based Advances and the right of Company to convert an Advance to or
refund an Advance as a Eurodollar-based Advance shall be suspended, and the
Company shall repay in full the then outstanding principal amount of each such
Eurodollar-based Advance covered hereby together with accrued interest thereon,
any amounts payable under Section 12.1, hereof, and all other amounts payable
hereunder on the last day of the then current Interest Period applicable to such
Advance. Upon the date for repayment as aforesaid and unless Company notifies
Agent to the contrary within two (2) Business Days after receiving a notice from
Agent pursuant to this Section, such outstanding principal amount shall be
converted to a Prime-based Advance.

    12.4 LAWS AFFECTING EURODOLLAR-BASED RATE AVAILABILITY. In the event that
any applicable law, rule or regulation (whether domestic or foreign) now or
hereafter in effect and whether or not currently applicable to any Bank or the
Agent or any interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof, or
compliance by the Agent or any of the Banks (or any of their respective
Eurodollar Lending Offices) with any request or directive (whether or not having
the force of law) of any such authority, shall make it unlawful or impossible
for any of the Banks (or any of their respective Eurodollar Lending Offices) to
honor its obligations hereunder to make or maintain any Advance with interest at
the Eurodollar-based Rate, Agent shall so notify Company and the right of
Company to convert an Advance or refund an Advance as a Eurodollar-based
Advance, shall be suspended and thereafter Company

                                     60
<PAGE>

may select as Applicable Interest Rates only those which remain available and 
which are permitted to be selected hereunder, and if any of the Banks may not 
lawfully continue to maintain an Advance to the end of the then current 
Interest Period applicable thereto at the Eurodollar-based Rate, Company 
shall immediately prepay such Advance, together with interest to the date of 
payment, and any amounts payable under Sections 12.1 with respect to such 
prepayment and the Applicable Interest Rate shall immediately be converted to 
the Prime-based Rate.

    12.5 INCREASED COSTS. In the event that any applicable law, rule or
regulation (whether domestic or foreign) now or hereafter in effect and whether
or not currently applicable to any Bank or the Agent or any interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by Agent or any of the Banks with any request or directive (whether or not
having the force of law) made by any such authority, central bank or comparable
agency after the date hereof:

         (a)  shall subject the Agent or any of the Banks to any tax, duty or
    other charge with respect to any Advance, or any Note or shall change the
    basis of taxation of payments to the Agent or any of the Banks of the
    principal of or interest on any Advance, or any Note or any other amounts
    due under this Agreement in respect thereof (except for changes in the rate
    of tax on the overall net income or revenues of the Agent or of any of the
    Banks imposed by the United States of America or the jurisdiction in which
    such Bank's principal executive office is located); or

         (b)  shall impose, modify or deem applicable any reserve (including,
    without limitation, any imposed by the Board of Governors of the Federal
    Reserve System), special deposit or similar requirement against assets of,
    deposits with or for the account of, or credit extended by the Agent or any
    of the Banks or shall impose on the Agent or any of the Banks or the
    interbank markets any other condition affecting any Advance, or any of the
    Notes;

and the result of any of the foregoing is to increase the costs to the Agent or
any of the Banks of making, funding or maintaining any part of the Indebtedness
hereunder with interest at the Eurodollar-based Rate or to reduce the amount of
any sum received or receivable by the Agent or any of the Banks under this
Agreement or under the Notes then Agent or Bank, as the case may be, shall
promptly notify the Company of such fact and demand compensation therefor and,
within fifteen (15) days after such notice, Company agrees to pay to Agent or
such Bank such additional amount or amounts as will compensate Agent or such
Bank or Banks for such increased cost or reduction. A certificate of Agent or
such Bank setting forth the basis for determining such additional amount or

                                     61
<PAGE>

amounts necessary to compensate Agent or such Bank or Banks shall be
conclusively presumed to be correct save for manifest error.

    12.6 [RESERVED].

    12.7 OTHER INCREASED COSTS. In the event that after the date hereof the
adoption of or any change in any applicable law, treaty, rule or regulation
(whether domestic or foreign) now or hereafter in effect and whether or not
presently applicable to any Bank or Agent, or any interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Bank or Agent
with any guideline, request or directive of any such authority (whether or not
having the force of law), including any risk based capital guidelines, affects
or would affect the amount of capital required or expected to be maintained by
such Bank or Agent (or any corporation controlling such Bank or Agent) and such
Bank or Agent, as the case may be, determines that the amount of such capital is
increased by or based upon the existence of such Bank's or Agent's obligations,
or Advances hereunder and such increase has the effect of reducing the rate of
return on such Bank's or Agent's (or such controlling corporation's) capital as
a consequence of such obligations, or Advances hereunder to a level below that
which such Bank or Agent (or such controlling corporation) could have achieved
but for such circumstances (taking into consideration its policies with respect
to capital adequacy) by an amount deemed by such Bank or Agent to be material,
then the Company shall pay to such Bank or Agent, as the case may be, from time
to time, upon request by such Bank or Agent, additional amounts sufficient to
compensate such Bank or Agent (or such controlling corporation) for any increase
in the amount of capital and reduced rate of return which such Bank or Agent
reasonably determines to be allocable to the existence of such Bank's or Agent's
obligations, or Advances hereunder. A statement as to the amount of such
compensation, prepared in good faith and in reasonable detail by such Bank or
Agent, as the case may be, shall be submitted by such Bank or by Agent to the
Company, reasonably promptly after becoming aware of any event described in this
Section 12.7 and shall be conclusive, absent manifest error in computation.

    12.8 MARGIN ADJUSTMENTS. Adjustments in the applicable Margin, based on
SCHEDULE 1, shall be implemented as follows:

    (a)  Such adjustments shall be given prospective effect only, effective (i)
as to the Applicable L/C Fee Percentage and Applicable Commitment Fee
Percentage, upon the required date of delivery of the Covenant Compliance and
Interest Rate Adjustment Reports under Section 8.10 hereof, in each case
establishing applicability of the appropriate adjustment, and (ii) as to each
Eurodollar-based Advance outstanding hereunder, effective upon the expiration of
the applicable Interest Period(s), if any, in effect on the date of the delivery
of such financial statements, in each 

                                     62
<PAGE>

case with no retroactivity or claw-back. In the event Company fails timely to 
deliver the Covenant Compliance and Interest Rate Adjustment Reports required 
under Section 8.10, then from the date of such Covenant Compliance and 
Interest Rate Adjustment Reports (but no later than the date delivery of such 
reports was required) until such reports are delivered, the margins and fee 
percentages shall be the highest Margin set forth in the pricing matrix.

    (b)  With respect to Eurodollar-based Advances outstanding hereunder, an
adjustment hereunder, after becoming effective, shall remain in effect only
through the end of the applicable Interest Period(s) for such Eurodollar-based
Advances if any; provided, however, that upon any change in the Margin level
then in effect, as aforesaid, or the occurrence of any other event which under
the terms hereof causes such adjustment no longer to be applicable, then any
such subsequent adjustment or no adjustment, as the case may be, shall be
effective (and said pricing shall thereby be adjusted up or down, as applicable)
with the commencement of each Interest Period following such change or event,
all in accordance with the preceding subparagraph.

    (c)  Such Margin adjustments under this Section 12.8 shall be made
irrespective of, and in addition to, any other interest rate adjustments
hereunder.

    12.9 HLT DETERMINATION. In the event at any time of an HLT Determination,
the Agent, the Banks and Company shall commence negotiations in good faith to
agree upon whether and, if so, the extent to which fees, interest rates and/or
margins hereunder should be increased so as to reflect such HLT Determination
and to compensate the Banks and Agent for additional costs, expenses and/or fees
which result from or are associated with any such HLT Determination, including
without limitation any costs resulting from any requirement that additional
capital be allocated to the Indebtedness, or any portion thereof. If Company and
the Majority Banks agree that fees, interest rates and/or margins should be
increased, and agree on the amount of such increase or increases, this Agreement
may be amended to give effect to such increase or increases as provided in
Section 14.11 hereof. If Company and Majority Banks fail to agree on whether
and, if so, the extent to which fees, interest rates and/or margins hereunder
should be increased within 60 days after notice to Company of an HLT
Determination as herein provided, then (i) the Agent shall, if requested by the
Majority Banks, by written notice to Company terminate the commitments of the
Banks to fund and/or maintain Advances under this Agreement and such commitments
shall thereupon terminate, (ii) Company shall be obligated to repay all
outstanding Indebtedness at the end of the Interest Period applicable thereto
and (iii) the Company may, at its option, on at least ten Business Days' written
notice to the Agent (which shall promptly notify the Banks thereof) prepay all
Indebtedness outstanding hereunder by paying the aggregate principal amount
thereof, together, with all 

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accrued interest thereon to the date of prepayment; PROVIDED that, if the 
Company prepays any Advances carried at the Eurocurrency-based Rate or the 
Quoted Rate pursuant to this Section 12.9, Company shall compensate the Banks 
for any resulting funding losses as provided in Section 12.1 hereof. Subject 
to compliance by Company with this Section 12.9, the Banks acknowledge that 
an HLT Determination shall not constitute a Default or an Event of Default 
hereunder.

    13.  AGENT

    13.1 APPOINTMENT OF AGENT. Each Bank and the holder of each Note
irrevocably appoints and authorizes the Agent to act on behalf of such Bank or
holder under this Agreement and the Loan Documents and to exercise such powers
hereunder and thereunder as are specifically delegated to Agent by the terms
hereof and thereof, together with such powers as may be reasonably incidental
thereto, including without limitation the power to execute or authorize the
execution of financing or similar statements or notices, and other documents. In
performing its functions and duties under this Agreement, the Agent shall act
solely as agent of the Banks and does not assume and shall not be deemed to have
assumed any obligation towards or relationship of agency or trust with or for
Company. Each Bank agrees (which agreement shall survive any termination of this
Agreement) to reimburse Agent for all reasonable out-of-pocket expenses
(including house and outside attorneys' fees and disbursements) incurred by
Agent hereunder or in connection herewith or with an Event of Default or in
enforcing the obligations of Company under this Agreement or the Loan Documents
or any other instrument executed pursuant hereto, and for which Agent is not
reimbursed by Company, pro rata according to such Bank's Percentage. Agent shall
not be required to take any action under the Loan Documents, or to prosecute or
defend any suit in respect of the Loan Documents, unless indemnified to its
satisfaction by the Banks against loss, costs, liability and expense. If any
indemnity furnished to Agent shall become impaired, it may call for additional
indemnity and cease to do the acts indemnified against until such additional
indemnity is given.

    13.2 DEPOSIT ACCOUNT WITH AGENT. Company hereby authorizes Agent, in
Agent's sole discretion, to charge its general deposit account(s), if any,
maintained with Agent for the amount of any principal, interest, or other
amounts or costs due under this Agreement when the same become due and payable
under the terms of this Agreement or the Notes.

    13.3 SCOPE OF AGENT'S DUTIES. The Agent shall have no duties or
responsibilities except those expressly set forth herein, and shall not, by
reason of this Agreement or otherwise, have a fiduciary relationship with any
Bank (and no implied covenants or other obligations shall be read into this
Agreement against the Agent). Neither Agent nor any of its directors, officers,
employees 

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<PAGE>

or agents shall be liable to any Bank for any action taken or omitted
to be taken by it under this Agreement or any document executed pursuant hereto,
or in connection herewith or therewith with the consent or at the request of the
Majority Banks or in the absence of their own gross negligence or wilful
misconduct, nor be responsible for or have any duties to ascertain, inquire into
or verify (a) any recitals or warranties herein or therein, (b) the
effectiveness, enforceability, validity or due execution of this Agreement or
any document executed pursuant hereto or any security thereunder, (c) the
performance by Company of its obligations hereunder or thereunder, or (d) the
satisfaction of any condition hereunder or thereunder, including without
limitation the making of any Advance or the issuance of any Letter of Credit.
Agent shall be entitled to rely upon any certificate, notice, document or other
communication (including any cable, telegraph, telex, facsimile transmission or
oral communication) believed by it to be genuine and correct and to have been
sent or given by or on behalf of a proper person. Agent may treat the payee of
any Note as the holder thereof. Agent may employ agents and may consult with
legal counsel (who may be counsel for Company), independent public accountants
and other experts selected by it and shall not be liable to the Banks (except as
to money or property received by them or their authorized agents), for the
negligence or misconduct of any such agent selected by it with reasonable care
or for any action taken or omitted to be taken by it in good faith in accordance
with the advice of such counsel, accountants or experts.

    13.4 SUCCESSOR AGENT. Agent may resign as such at any time upon at least 30
days prior notice to Company and all Banks. If Agent at any time shall resign or
if the office of Agent shall become vacant for any other reason, Majority Banks
shall, by written instrument, appoint successor agent(s) satisfactory to such
Majority Banks, and, so long as no Default or Event of Default has occurred and
is continuing, to Company. Such successor agent shall thereupon become the Agent
hereunder, as applicable, and shall be entitled to receive from the prior Agent
such documents of transfer and assignment as such successor Agent may reasonably
request. Any such successor Agent shall be a commercial bank organized under the
laws of the United States or any state thereof and shall have a combined capital
and surplus of at least $500,000,000. If a successor is not so appointed or does
not accept such appointment before the resigning Agent's resignation becomes
effective, the resigning Agent may appoint a temporary successor to act until
such appointment by the Majority Banks is made and accepted or if no such
temporary successor is appointed as provided above by the resigning Agent, the
Majority Banks shall thereafter perform all of the duties of the resigning Agent
hereunder until such appointment by the Majority Banks is made and accepted.
Such successor Agent shall succeed to all of the rights and obligations of the
resigning Agent as if originally named. The resigning Agent shall duly assign,
transfer and deliver to such successor Agent all moneys at the time held by the
resigning Agent hereunder after deducting 

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<PAGE>

therefrom its expenses for which it is entitled to be reimbursed. Upon such 
succession of any such successor Agent, the provisions of this ARTICLE 13 
shall continue in effect for the benefit of the resigning Agent in respect of 
any actions taken or omitted to be taken by it while it was acting as Agent.

    13.5 LOANS BY AGENT. Comerica Bank and its successors and assigns, in its
capacity as a Bank hereunder, shall have the same rights and powers hereunder as
any other Bank and may exercise or refrain from exercising the same as though it
were not the Agent. Comerica Bank and its affiliates may (without having to
account therefor to any Bank) accept deposits from, lend money to, and generally
engage in any kind of banking, trust, financial advisory or other business with
Company (or the shareholders of Company) as if it were not acting as Agent
hereunder, and may accept fees and other consideration therefor without having
to account for the same to the Banks.

    13.6 CREDIT DECISIONS. Each Bank acknowledges that it has, independently of
Agent and each other Bank and based on the financial statements of Company and
such other documents, information and investigations as it has deemed
appropriate, made its own credit decision to extend credit hereunder from time
to time. Each Bank also acknowledges that it will, independently of Agent and
each other Bank and based on such other documents, information and
investigations as it shall deem appropriate at any time, continue to make its
own credit decisions as to exercising or not exercising from time to time any
rights and privileges available to it under this Agreement or any document
executed pursuant hereto.

    13.7 AGENT'S FEES. Company shall pay to Agent the annual agency fee and
such other fees and charges in the amounts and at the times set forth in the
letter agreement between Company and Agent dated September 6, 1996. The Agent's
Fees described in this Section 13.7 shall not be refundable under any
circumstances.

    13.8 AUTHORITY OF AGENT TO ENFORCE NOTES, THIS AGREEMENT AND OTHER LOAN
DOCUMENTS. Each Bank, subject to the terms and conditions of this Agreement,
authorizes the Agent with full power and authority as attorney-in-fact to
institute and maintain actions, suits or proceedings for the collection and
enforcement of the Notes and to file such proofs of debt or other documents as
may be necessary to have the claims of the Banks allowed in any proceeding
relative to Company, or any of its Subsidiaries, or their respective creditors
or affecting their respective properties, and to take such other actions which
Agent considers to be necessary or desirable for the protection, collection and
enforcement of the Notes, this Agreement or the other Loan Documents.

    13.9 INDEMNIFICATION. The Banks agree to indemnify the Agent 

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(to the extent not reimbursed by Company, but without limiting any obligation 
of Company to make such reimbursement), ratably according to their respective 
Percentages, from and against any and all claims, damages, losses, 
liabilities, costs or expenses of any kind or nature whatsoever (including, 
without limitation, fees and disbursements of counsel) which may be imposed 
on, incurred by, or asserted against the Agent in any way relating to or 
arising out of this Agreement, any of the other Loan Documents or the 
transactions contemplated hereby or any action taken or omitted by the Agent 
under this Agreement or any of the other Loan Documents; provided, however, 
that no Bank shall be liable for any portion of such claims, damages, losses, 
liabilities, costs or expenses resulting from the Agent's gross negligence or 
willful misconduct. Without limitation of the foregoing, each Bank agrees to 
reimburse the Agent promptly upon demand for its ratable share of any 
out-of-pocket expenses (including, without limitation, reasonable fees and 
expenses of counsel) incurred by the Agent in connection with the 
preparation, execution, delivery, administration, modification, amendment or 
enforcement (whether through negotiations, legal proceedings or otherwise) 
of, or legal advice in respect of rights or responsibilities under, this 
Agreement or any of the other Loan Documents, to the extent that the Agent is 
not reimbursed for such expenses by Company, but without limiting the 
obligation of Company to make such reimbursement. Each Bank agrees to 
reimburse the Agent promptly upon demand for its ratable share of any amounts 
owing to the Agent by the Banks pursuant to this Section. If the indemnity 
furnished to the Agent under this Section shall, in the judgment of the 
Agent, be insufficient or become impaired, the Agent may call for additional 
indemnity from the Banks and cease, or not commence, to take any action until 
such additional indemnity is furnished.

    13.10     KNOWLEDGE OF DEFAULT. It is expressly understood and agreed that
the Agent shall be entitled to assume that no Event of Default has occurred and
is continuing, unless the officers of the Agent immediately responsible for
matters concerning this Agreement shall have been notified in a writing
specifying such Event of Default and stating that such notice is a "notice of
default" by a Bank or by Company. Upon receiving such a notice, the Agent shall
promptly notify each Bank of such Event of Default and provide each Bank with a
copy of such notice. Agent shall also furnish the Banks, promptly upon receipt,
with copies of all other notices, reports or other information required to be
provided by Company hereunder.

    13.11     AGENT'S AUTHORIZATION; ACTION BY BANKS. Except as otherwise
expressly provided herein, whenever the Agent is authorized and empowered
hereunder on behalf of the Banks to give any approval or consent, or to make any
request, or to take any other action on behalf of the Banks (including without
limitation the exercise of any right or remedy hereunder or under the other Loan
Documents), the Agent shall be required to give such approval or consent, or to
make such request or to take such other action 

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only when so requested in writing by the Majority Banks or the Banks, as 
applicable hereunder. Action that may be taken by Majority Banks or all of 
the Banks, as the case may be (as provided for hereunder) may be taken (i) 
pursuant to a vote at a meeting (which may be held by telephone conference 
call) as to which all of the Banks have been given reasonable advance notice, 
or (ii) pursuant to the written consent of the requisite Percentages of the 
Banks as required hereunder, provided that all of the Banks are given 
reasonable advance notice of the requests for such consent.

    13.12     ENFORCEMENT ACTIONS BY THE AGENT. Except as otherwise expressly
provided under this Agreement or in any of the other Loan Documents and subject
to the terms hereof, Agent will take such action, assert such rights and pursue
such remedies under this Agreement and the other Loan Documents as the Majority
Banks or all of the Banks, as the case may be (as provided for hereunder), shall
direct; provided, however, that the Agent shall not be required to act or omit
to act if, in the judgment of the Agent, such action or omission may expose the
Agent to personal liability or is contrary to this Agreement, any of the other
Loan Documents or applicable law. Except as expressly provided above or
elsewhere in this Agreement or the other Loan Documents, no Bank (other than the
Agent, acting in its capacity as agent) shall be entitled to take any
enforcement action of any kind under any of the Loan Documents.

    14.       MISCELLANEOUS

    14.1      ACCOUNTING PRINCIPLES. Where the character or amount of any asset 
or liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the
purposes of this Agreement, it shall be done, unless otherwise specified herein,
in accordance with GAAP. Furthermore, all financial statements required to be
delivered hereunder shall be prepared in accordance with GAAP.

    14.2      CONSENT TO JURISDICTION. Company and Banks hereby irrevocably 
submit to the non-exclusive jurisdiction of any United States Federal or 
Michigan state court sitting in Detroit in any action or proceeding arising out 
of or relating to this Agreement or any of the other Loan Documents and Company 
and Banks hereby irrevocably agree that all claims in respect of such action or 
proceeding may be heard and determined in any such United States Federal or 
Michigan state court. Company irrevocably consents to the service of any and all
process in any such action or proceeding brought in any court in or of the State
of Michigan by the delivery of copies of such process to Company at its address 
specified on the signature page hereto or by certified mail directed to such 
address or such other address as may be designated by Company in a notice to the
other parties that complies as to delivery with the terms of Section 14.6. 
Nothing in this Section shall affect the right of the Banks and the Agent to 
serve process in any other 


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<PAGE>

manner permitted by law or limit the right of the Banks or the Agent (or any 
of them) to bring any such action or proceeding against Company or any 
Guarantor or any of its or their property in the courts of any other 
jurisdiction. Company hereby irrevocably waives any objection to the laying 
of venue of any such suit or proceeding in the above described courts.

    14.3 LAW OF MICHIGAN. This Agreement and the Notes have been delivered at
Detroit, Michigan, and shall be governed by and construed and enforced in
accordance with the laws of the State of Michigan. Whenever possible each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

    14.4 INTEREST. In the event the obligation of Company to pay interest on
the principal balance of the Notes is or becomes in excess of the maximum
interest rate which Company is permitted by law to contract or agree to pay,
giving due consideration to the execution date of this Agreement, then, in that
event, the rate of interest applicable with respect to such Bank's Percentage
shall be deemed to be immediately reduced to such maximum rate and all previous
payments in excess of the maximum rate shall be deemed to have been payments in
reduction of principal and not of interest.

    14.5 CLOSING COSTS AND OTHER COSTS. Company agrees to pay, or reimburse the
Agent for payment of, on demand (a) all reasonable closing costs and expenses,
including, by way of description and not limitation, house and outside
reasonable attorney fees and advances, appraisal and accounting fees, and lien
search fees incurred by Agent in connection with the commitment, consummation
and closing of the loans contemplated hereby or in connection with the
administration of this Agreement or any amendment, refinancing or restructuring
of the credit arrangements provided under this Agreement, (b) all stamp and
other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing or recording of this Agreement and the Loan
Documents and the consummation of the transactions contemplated hereby, and any
and all liabilities with respect to or resulting from any delay in paying or
omitting to pay such taxes or fees, (c) all reasonable costs and expenses of the
Agent or any of the Banks (including reasonable fees and expenses of house and 
outside counsel and whether incurred through negotiations, legal proceedings or 
otherwise) in connection with any Default or Event of Default or the amendment, 
waiver or enforcement of this Agreement, or the Loan Documents or in connection 
with any refinancing or restructuring of the credit arrangements provided under 
this Agreement and (d) all reasonable costs and expenses of the Agent or any of 
the Banks (including reasonable fees and 

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<PAGE>

expenses of house and outside counsel) in connection with any action or 
proceeding relating to a court order, injunction or other process or decree 
restraining or seeking to restrain the Agent or any of the Banks from paying 
any amount under, or otherwise relating in any way to, any Letter of Credit and 
any and all costs and expenses which any of them may incur relative to any 
payment under any Letter of Credit. All of said amounts required to be paid by 
Company, may, at Agent's option, be charged by Agent as a Prime-based Advance 
against the Indebtedness.

    14.6 NOTICES. Except as expressly provided otherwise in this Agreement, all
notices and other communications provided to any party hereto under this
Agreement or any other Loan Document shall be in writing and shall be given by
personal delivery, by mail, by reputable overnight courier, by telex or by
facsimile and addressed or delivered to it at its address set forth on the
signature pages hereof or at such other address as may be designated by such
party in a notice to the other parties that complies as to delivery with the
terms of this Section 14.6. Any notice, if personally delivered or if mailed and
properly addressed with postage prepaid and sent by registered or certified
mail, shall be deemed given when received or when delivery is refused; any
notice, if given to a reputable overnight courier and properly addressed, shall
be deemed given 2 Business Days after the date on which it was sent, unless it
is actually received sooner by the named addressee; and any notice, if
transmitted by telex or facsimile, shall be deemed given when received
(answerback confirmed in the case of telexes and receipt confirmed in the case
of telecopies). Agent may, but shall not be required to, take any action on the
basis of any notice given to it by telephone, but the giver of any such notice
shall promptly confirm such notice in writing or by telex or facsimile, and such
notice will not be deemed to have been received until such confirmation is
deemed received in accordance with the provisions of this Section set forth
above. If such telephonic notice conflicts with any such confirmation, the terms
of such telephonic notice shall control.

    14.7 FURTHER ACTION. Company, from time to time, upon written request of
Agent will make, execute, acknowledge and deliver or cause to be made, executed,
acknowledged and delivered, all such further and additional instruments, and
take all such further action as may reasonably be required to carry out the
intent and purpose of this Agreement or the Loan Documents, and to provide for
Advances under and payment of the Notes, according to the intent and purpose
herein and therein expressed.

    14.8 SUCCESSORS AND ASSIGNS; PARTICIPATIONS; ASSIGNMENTS.

         (a)  This Agreement shall be binding upon and shall inure to the
benefit of Company, the Agent and the Banks, and their respective successors and
assigns.

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         (b)  The foregoing shall not authorize any assignment by Company of
its rights or duties hereunder, and no such assignment shall be made (or
effective) without the prior written approval of the Banks.

         (c)  Each of the Banks may at any time and from time to time, subject
to the terms and conditions hereof, grant participations (but not assignments,
except as expressly permitted hereunder) in such Bank's rights and obligations
hereunder and under the other Loan Documents to any commercial bank, savings and
loan association, insurance company, pension fund, mutual fund, commercial
finance company or other similar financial institution, which institution is
approved in advance in writing by Agent and Company, such approval not to be
unreasonably withheld or delayed; provided, however, that (i) the approval of
Company shall not be required upon the occurrence and during the continuance of
a Default or Event of Default and (ii) the approval of Company and Agent shall
not be required for the grant of a participation by a Bank to its Affiliate, to
any other Bank or to any Federal Reserve Bank. The Company authorizes each Bank
to disclose to any prospective participant, once approved by Company and Agent
(if such approval is required), any and all financial information in such Bank's
possession concerning the Company which has been delivered to such Bank pursuant
to this Agreement; provided that each such prospective participant shall execute
a confidentiality agreement consistent with the terms of Section 14.13, hereof.
A Bank shall not be permitted to assign or otherwise transfer (except by
participation according to the terms hereof) its rights and obligations
hereunder, except, (x) to an Affiliate of an assigning Bank or to any Bank or
(y) with the prior written consent of the Company and the Agent which shall not
be unreasonably withheld, to any other financial institution; provided that any
such assignment shall not be in an amount less than $5,000,000;

         (d)  Each assignment by a Bank of any portion of its rights and
obligations hereunder and under the other Loan Documents shall be made pursuant
to an Assignment Agreement substantially (as determined by Agent) in the form
attached hereto as Exhibit L (with appropriate insertions acceptable to Agent)
and shall be subject to the terms and conditions hereof, and to the following
restrictions:

           (i)     each assignment shall cover all of the Notes issued by
                   Company hereunder, and shall be for a fixed and not varying
                   percentage thereof, with the same percentage applicable to
                   each such Note;

          (ii)     each assignment shall be in a minimum amount of Five Million
                   Dollars ($5,000,000);

         (iii)     no assignment shall violate any "blue sky" or other
                   securities law of any jurisdiction or 

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<PAGE>


                   shall require the Company or any other Person to file a 
                   registration statement or similar application with the 
                   United States Securities and Exchange Commission (or similar 
                   state regulatory body) or to qualify under the "blue sky" 
                   or other securities laws of any jurisdiction; and

          (iv)     no assignment shall be effective unless Agent has received
                   from the assignee (or from the assigning Bank) an assignment
                   fee of $3,000 for each such assignment.

In connection with any assignment, Company and Agent shall be entitled to
continue to deal solely and directly with the assigning Bank in connection with
the interest so assigned until (x) the Agent shall have received a notice of
assignment duly executed by the assigning Bank and an Assignment Agreement (with
respect thereto) duly executed by the assigning Bank and each assignee; and (y)
the assigning Bank shall have delivered to the Agent the original of each Note
held by the assigning Bank under the Loan Agreements. From and after the date on
which the Agent shall notify Company and the assigning Bank that the foregoing
conditions shall have been satisfied and all consents (if any) required shall
have been given, the assignee thereunder shall be deemed to be a party to this
Agreement. To the extent that rights and obligations hereunder shall have been
assigned to such assignee as provided in such notice of assignment (and
Assignment Agreement), such assignee shall have the rights and obligations of a
Bank under this Agreement (including without limitation the right to receive
fees payable hereunder in respect of the period following such assignment). In
addition, the assigning Bank, to the extent that rights and obligations
hereunder shall have been assigned by it as provided in such notice of
assignment (and Assignment Agreement), but not otherwise, shall relinquish its
rights and be released from its obligations under this Agreement.

Within five (5) Business Days following Company's receipt of notice from the
Agent that Agent has accepted and executed a notice of assignment and the duly
executed Assignment Agreement, Company shall, to the extent applicable, execute
and deliver to the Agent in exchange for any surrendered Note, new Note(s)
payable to the order of the assignee in an amount equal to the amount assigned
to it pursuant to such notice of assignment (and Assignment Agreement), and with
respect to the portion of the Indebtedness retained by the assigning Bank, to
the extent applicable, a new Note payable to the order of the assigning Bank in
an amount equal to the amount retained by such Bank hereunder shall be executed
and delivered by the Company. Agent, the Banks and the Company acknowledge and
agree that any such new Note(s) shall be given in renewal and replacement of the
surrendered Notes and shall not effect or constitute a novation or discharge of
the Indebtedness 

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evidenced by any surrendered Note, and each such new Note shall contain a 
provision confirming such agreement. In addition, promptly following receipt 
of such Notes, Agent shall prepare and distribute to Company and each of the 
Banks a revised Exhibit I to this Agreement setting forth the applicable new 
Percentages of the Banks (including the assignee Bank), taking into account 
such assignment.

         (e)  Each Bank agrees that any participation agreement permitted
hereunder shall comply with all applicable laws and shall be subject to the
following restrictions (which shall be set forth in the applicable Participation
Agreement):

           (i)     such Bank shall remain the holder of its Notes hereunder,
                   notwithstanding any such participation;

          (ii)     except as expressly set forth in this Section 14.8(e) with
                   respect to rights of setoff and the benefits of Article 12
                   hereof, a participant shall have no direct rights or
                   remedies hereunder;

         (iii)     a participant shall not reassign or transfer, or grant any
                   sub-participations in its participation interest hereunder
                   or any part thereof; and

          (iv)     such Bank shall retain the sole right and responsibility to
                   enforce the obligations of the Company relating to the Notes
                   and Loan Documents, including, without limitation, the right
                   to proceed against any Guaranties, or cause Agent to do so
                   (subject to the terms and conditions hereof), and the right
                   to approve any amendment, modification or waiver of any
                   provision of this Agreement without the consent of the
                   participant, except for those matters covered by Section
                   14.11(a) through (d) and (g) hereof (provided that a
                   participant may exercise approval rights over such matters
                   only on an indirect basis, acting through such Bank, and
                   Company, Agent and the other Banks may continue to deal
                   directly with such Bank in connection with such Bank's
                   rights and duties hereunder), and shall otherwise be in form
                   satisfactory to Agent.

Company agrees that each participant shall be deemed to have the right of setoff
under Section 11.4 hereof, in respect of its participation interest in amounts
owing under this Agreement and the Loan Documents to the same extent as if the
Indebtedness were 

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owing directly to it as a Bank under this Agreement, shall be subject to the 
pro rata recovery provisions of Section 11.3 hereof, and that each 
participant shall be entitled to the benefits of Article 12 hereof. The 
amount, terms and conditions of any participation shall be as set forth in 
the participation agreement between the issuing Bank and the Person 
purchasing such participation, and none of the Company, the Agent and the 
other Banks shall have any responsibility or obligation with respect thereto, 
or to any Person to whom any such participation may be issued. No such 
participation shall relieve any issuing Bank of any of its obligations under 
this Agreement or any of the other Loan Documents, and all actions hereunder 
shall be conducted as if no such participation had been granted.

         (f)  Nothing in this Agreement, the Loan Documents or the Notes,
expressed or implied, is intended to or shall confer on any Person other than
the respective parties hereto and thereto and their successors and assignees
permitted hereunder and thereunder any benefit or any legal or equitable right,
remedy or other claim under this Agreement, the Notes or the other Loan
Documents. 

    14.9      INDULGENCE. No delay or failure of Agent and the Banks in 
exercising any right, power or privilege hereunder shall affect such right, 
power or privilege nor shall any single or partial exercise thereof preclude 
any further exercise thereof, nor the exercise of any other right, power or 
privilege. The rights of Agent and the Banks hereunder are cumulative and are 
not exclusive of any rights or remedies which Agent and the Banks would 
otherwise have.

    14.10     COUNTERPARTS. This Agreement may be executed in several
counterparts, and each executed copy shall constitute an original instrument,
but such counterparts shall together constitute but one and the same instrument.

    14.11     AMENDMENT AND WAIVER. No amendment or waiver of any provision of
this Agreement or any Loan Document, nor consent to any departure by Company
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Majority Banks or, if this Agreement expressly so requires
with respect to the subject matter thereof, by all Banks (and, with respect to
any amendments to this Agreement or the other Loan Documents, by Company), and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; PROVIDED, however, that no amendment,
waiver or consent shall, unless in writing and signed by all the Banks, do any
of the following: (a) subject the Banks to any additional obligations, (b)
reduce the principal of, or interest on, the Revolving Credit Notes or any Fees
or other amounts payable hereunder, (c) postpone any date fixed for any payment
of principal of, or interest on, the Revolving Credit Notes or any Fees or other
amounts payable hereunder, (d) waive any Event of Default specified in Sections

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10.1(a) or (b) hereof, (e) release any Guarantor or terminate or modify any
indemnity provided to the Banks hereunder or under the Loan Documents, except as
shall be otherwise expressly provided in this Agreement or any Loan Document,
(f) release all, substantially all or any material part of the collateral
security from the liens and security interests granted to Agent for the benefit
of the Banks pursuant to the Loan Documents; (g) take any action which requires
the signing of all Banks pursuant to the terms of this Agreement or any Loan
Document, (h) change the aggregate unpaid principal amount of the Notes which
shall be required for the Banks or any of them to take any action under this
Agreement or any Loan Document or (i) change the definition of "Majority Banks"
or this Section 14.11; PROVIDED further, that no amendment, waiver or consent
shall, unless in writing signed by the Swing Line Bank do any of the following:
(x) reduce the principal of, or interest on, the Swing Line Note or (y) postpone
any date fixed for any payment of principal of, or interest on, the Swing Line
Note; and PROVIDED further, however, that no amendment, waiver, or consent
shall, unless in writing and signed by the Agent in addition to all the Banks,
affect the rights or duties of the Agent under this Agreement or any Loan
Document. All references in this Agreement to "Banks" or "the Banks" shall refer
to all Banks, unless expressly stated to refer to Majority Banks.

    14.12     TAXES AND FEES. Should any documentary, stamp or similar tax
(other than a tax based upon the net income of any Bank or Agent imposed by the
jurisdiction in which such Bank or Agent have their respective principal
executive offices), or recording or filing fee become payable in respect of this
Agreement or any of the Loan Documents (or the execution, filing or recording
thereof) or any amendment, modification or supplement hereof or thereof, Company
agrees to pay the same together with any interest or penalties thereon and
agrees to hold the Agent and the Banks harmless with respect thereto.

    14.13     CONFIDENTIALITY. The Agent and each Bank agree that it will not
disclose without the prior consent of Company (other than to its employees, its
Affiliates, to Agent or another Bank or to its auditors or counsel) any
information with respect to Company, which is furnished pursuant to this
Agreement or any of the Loan Documents; provided that Agent and any Bank may
disclose any such information (a) as has become generally available to the
public or has been lawfully obtained by Agent or such Bank from any third party
under no duty of confidentiality to Company, (b) as may be required in any
report, statement or testimony submitted to, or in respect to any inquiry, by,
any municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Bank, including the Board of Governors of the Federal
Reserve System of the United States, the Office of the Comptroller of the
Currency or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (c) as may be
required in respect to any summons or 

                                     75
<PAGE>

subpoena or in connection with any litigation, (d) in order to comply with 
any law, order, regulation or ruling applicable to such Bank, and (e) to any 
permitted transferee or assignee or to any approved participant of, or with 
respect to, the Notes, as aforesaid.

    14.14     WITHHOLDING TAXES. If any Bank is not incorporated under the laws
of the United States or a state thereof, such Bank shall promptly deliver to the
Agent two executed copies of (i) Internal Revenue Service Form 1001 specifying
the applicable tax treaty between the United States and the jurisdiction of such
Bank's domicile which provides for the exemption from withholding on interest
payments to such Bank, (ii) Internal Revenue Service Form 4224 evidencing that
the income to be received by such Bank hereunder is effectively connected with
the conduct of a trade or business in the United States or (iii) other evidence
satisfactory to the Agent that such Bank is exempt from United States income tax
withholding with respect to such income. Such Bank shall amend or supplement any
such form or evidence as required to insure that it is accurate, complete and
non-misleading at all times. Promptly upon notice from the Agent of any
determination by the Internal Revenue Service that any payments previously made
to such Bank hereunder were subject to United States income tax withholding when
made, such Bank shall pay to the Agent the excess of the aggregate amount
required to be withheld from such payments over the aggregate amount actually
withheld by the Agent.

    14.15     WAIVER OF JURY TRIAL. THE BANKS, THE AGENT AND THE COMPANY AFTER
CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY
JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTION OF ANY OF THEM. NEITHER THE BANKS, THE AGENT, NOR COMPANY
SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN
WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE
BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE BANKS AND THE AGENT OR
COMPANY EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.

    14.16     COMPLETE AGREEMENT; CONFLICTS. This Agreement, the Notes, any
Requests for Revolving Credit Advance and Requests for Swing Line Advance
hereunder, and the Loan Documents contain the entire agreement of the parties
hereto, superseding all prior agreements, discussions and understandings
relating to the subject matter hereof, and none of the parties shall be bound by
anything not expressed in writing. In the event of any conflict between the
terms of this Agreement and the other Loan Documents, this Agreement shall
govern.

                                     76
<PAGE>

    14.17     SEVERABILITY. In case any one or more of the obligations of
Company under this Agreement, the Notes or any of the other Loan Documents shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining obligations of Company shall not in any way
be affected or impaired thereby, and such invalidity, illegality or
unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of Company under this Agreement, the Notes or
any of the other Loan Documents in any other jurisdiction.

    14.18     TABLE OF CONTENTS AND HEADINGS. The table of contents and the
headings of the various subdivisions hereof are for convenience of reference
only and shall in no way modify or affect any of the terms or provisions hereof.

    14.19     CONSTRUCTION OF CERTAIN PROVISIONS. If any provision of this
Agreement or any of the Loan Documents refers to any action to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person,
whether or not expressly specified in such provision.

    14.20     INDEPENDENCE OF COVENANTS. Each covenant hereunder shall be given
independent effect (subject to any exceptions stated in such covenant) so that
if a particular action or condition is not permitted by any such covenant
(taking into account any such stated exception), the fact that it would be
permitted by an exception to, or would be otherwise within the limitations of,
another covenant shall not avoid the occurrence of a Default or an Event of
Default.

    14.21     RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS. All terms,
covenants, agreements, representations and warranties of Company or any party to
any of the Loan Documents made herein or in any of the Loan Documents or in any
certificate, report, financial statement or other document furnished by or on
behalf of Company or any Guarantor in connection with this Agreement or any of
the Loan Documents shall be deemed to have been relied upon by the Banks,
notwithstanding any investigation heretofore or hereafter made by any Bank or on
such Bank's behalf, and those covenants and agreements of Company set forth in
Sections 8.15, 12.1, 12.3, 12.4, 12.5, 12.7 and 14.5 hereof (together with any
other indemnities of Company contained elsewhere in this Agreement or in any of
the Loan Documents) and of Banks set forth in Section 13.9 hereof shall survive
the repayment in full of the Indebtedness and the termination of the Revolving
Credit Aggregate Commitment.

    14.22     EFFECTIVE UPON EXECUTION. This Agreement shall become effective
upon the execution hereof by Banks, Agent and Company and the issuance by
Company of the Revolving Credit Notes and the Swing Line Note hereunder, and
shall remain effective until 

                                     77
<PAGE>

the Indebtedness has been repaid and discharged in full, all Letters of 
Credit have expired and no commitment to extend any credit hereunder or under 
any of the other Loan Documents, whether optional or obligatory, remains 
outstanding.


































                                     78
<PAGE>

    WITNESS the due execution hereof as of the day and year first above
written.


COMERICA BANK,                         R.J. TOWER CORPORATION, a Michigan
  as Agent                             corporation



By:                                    By:                            
   -----------------------------          --------------------------------
   David B. Marvin
                                       Its:                           
                                          --------------------------------
Its: Vice President                       --------------------------------
One Detroit Center                        --------------------------------
500 Woodward Avenue                    Attn:
6th Floor MC 3244                           ------------------------------
Detroit, Michigan 48226
Attention: David B. Marvin


BANKS:                                 COMERICA BANK



Operations Office:                     By:_________________________________
Comerica Bank                             David B. Marvin
One Detroit Center
500 Woodward Ave.                      Its: Vice President
6th Floor MC 3244                      One Detroit Center
Detroit, Michigan 48226                500 Woodward Avenue
Attention: Eva Hensbergen              Detroit, Michigan 48226
Telephone No. (313) 222-9618           Attention: David B. Marvin
Facsimile No. (313) 222-5759           Telephone: (313) 222-5087
                                       Facsimile No. (313) 222-5759
























                                     79

<PAGE>

                                  BANK OF AMERICA ILLINOIS



Operations Office:                By:______________________
Bank of America Illinois                  R.G. Stapleton
231 South Lasalle
Chicago, Illinois 60697           Its: Managing Director
Attention:_________________       231 South Lasalle
Telephone No. (___) _______       Chicago, Illinois 60697
Facsimile No. (___) _______       Attention R.G. Stapleton
                                  Telephone: (312) 828-6583
                                  Facsimile No. (___) ______



                                  FIRST BANK NATIONAL ASSOCIATION



Operations Office:                By:________________________
First Bank National Association      Mark R. McDonald
601 2nd Avenue South
Minneapolis, MN 55402-4302        Its: Vice President
Attention: Barbara M. DeVahl      601 2nd Avenue South
Telephone: (612) 973-0506         Minneapolis, MN 55402-4302
Facsimile No. (612) 973-0822      Attention: Mark R. McDonald
                                  Telephone: (612) 973-0617
                                  Facsimile No. (612) 973-0822



SWING LINE BANK:                  COMERICA BANK



Operations Office:                By:_________________________
Comerica Bank                        David B. Marvin
One Detroit Center
500 Woodward Ave.                 Its: Vice President
6th Floor MC 3244                 One Detroit Center
Detroit, Michigan 48226           500 Woodward Avenue
Attention: Eva Hensbergen         Detroit, Michigan 48226
Telephone No. (313) 222-9618      Attention: David B. Marvin
Facsimile No. (313) 222-5759      Telephone: (313) 222-5087
                                  Facsimile No. (313) 222-5759















                                       80
<PAGE>


                                  EXHIBIT A


                         REQUEST FOR REVOLVING CREDIT ADVANCE


No.                                                   Dated:
   ---------------                                          ---------------

To: Comerica Bank - Agent

Re: R.J. Tower Corporation Fourth Amended and Restated Credit Agreement by and
    among Comerica Bank (individually and as Agent), the lenders from time to
    time parties thereto (collectively, "Banks"), and R.J. Tower Corporation
    ("Company") dated as of September 6, 1996 (as amended from time to time,
    the "Agreement").


    Pursuant to the Agreement, the Company requests an Advance from Banks as
follows:

    A.   Date of Advance:
                          ---------------

    B.   Amount of Advance:

         $
           ---------------


         //   Comerica Bank Account No. ______________

         //   Other: _________________________________
                     _________________________________

    C.   Type of Activity:

         1.   Advance        //
         2.   Refunding
                   of a Revolving Credit Advance //
                   of a Swing Line Advance       //
         3.   Conversion     //

    D.   Interest Rate:

         1.   Prime-based Rate         //
         2.   Eurodollar-based Rate    //

    E.   Interest Period (for Eurodollar-based Advances only):

         1.   One (1) Month       //
         2.   Two (2) Months      //
         3.   Three (3) Months    //
         4.   Six (6) Months      //

<PAGE>

         5.   Nine (9) Months     //

    The Company certifies to the matters specified in Section 2.7(e) of the
Agreement.


                                                       R.J. TOWER CORPORATION, a
                                                       Michigan corporation



                                                   By:
                                                     ---------------------------

                                                   Its:
                                                       -------------------------


Agent Approval:
               --------------------


                                          2

<PAGE>


                                      EXHIBIT B

                                REVOLVING CREDIT NOTE


$                                                              September 6, 1996
 ----------


    On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, R.J. Tower
Corporation, a Michigan corporation ("Company") promises to pay to the order of
[INSERT BANK] ("Bank") care of Comerica Bank, as Agent, at 500 Woodward Avenue,
Detroit, MI 48226, in lawful money of the United States of America, the sum of
[INSERT AMOUNT DERIVED FROM PERCENTAGES] Dollars ($_______), or so much of said
sum as may from time to time have been advanced and then be outstanding
hereunder pursuant to the R.J. Tower Corporation Fourth Amended and Restated
Credit Agreement dated as of September 6, 1996, made by and among the Company,
certain banks, including the Bank, and Comerica Bank as Agent for such banks, as
the same may be amended from time to time (the "Agreement"), together with
interest thereon as hereinafter set forth.

    Each of the Advances made hereunder shall bear interest at the Applicable
Interest Rate from time to time applicable thereto under the Agreement or as
otherwise determined thereunder, and interest shall be computed, assessed and
payable as set forth in the Agreement.

    This Note is a note under which advances (including refundings and
conversions), repayments and readvances may be made from time to time, but only
in accordance with the terms and conditions of the Agreement. This Note
evidences borrowings under, is subject to, is secured in accordance with, and
may be accelerated or matured under, the terms of the Agreement, to which
reference is hereby made. Definitions and terms of the Agreement are hereby
incorporated by reference herein.

    This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.

    Company hereby waives presentment for payment, demand, protest and notice
of dishonor and nonpayment of this Note and agrees that no obligation hereunder
shall be discharged by reason of any extension, indulgence, release, or
forbearance granted by any holder of this Note to any party now or hereafter
liable hereon or any present or subsequent owner of any property, real or
personal, which is now or hereafter security for this Note.

    Nothing herein shall limit any right granted Bank by any other instrument
or by law.

<PAGE>


    This Note replaces in part (by renewal) that certain Revolving Credit Note
dated May 30, 1996, made in the principal amount of __________________ Dollars
by Company payable to [INSERT BANK].


                                                       R.J. TOWER CORPORATION, a
                                                       Michigan corporation



                                                  By:
                                                     ---------------------------
                                                  Its:
                                                      --------------------------


                                          2

<PAGE>


                                      EXHIBIT C

                               LETTER OF CREDIT NOTICE


TO: Members of the Bank Group

RE: Issuance of Letter of Credit pursuant to Article 3 of the R.J. Tower
    Corporation ("Company") Fourth Amended and Restated Credit Agreement
    ("Agreement") dated September 6, 1996 between Company, Agent and the Banks.


    On _____________________ , 19__,(1) Agent, in accordance with Article 3 of
the Agreement, issued its Letter of Credit number _____________ , in favor of
__________________ (2) for the account of Company [and ________________________
______________________________ ].(3) The face amount of such Letter of Credit is
$ __________ . The amount of each Bank's participation in the Letter of Credit
is as follows:(4)

    Comerica Bank                                $ ________________
    First Bank National Association              $ ________________
    Bank of America Illinois                     $ ________________


    This notification is delivered this ____ day of __________ , 19 __ ,
pursuant to Section 3.3 of the Agreement. Except as otherwise defined,
capitalized terms used herein have the meanings given them in the Agreement.

                                             Signed:

                                             COMERICA BANK



                                             By: _______________________

                                             Its: ______________________

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

(1) Date of Issuance

(2) Beneficiary

(3) Other Account Party (i.e. Subsidiary of Company), if any

(4)Amounts based on Percentages

<PAGE>
                                      EXHIBIT D

                            REQUEST FOR SWING LINE ADVANCE


No.                                                   Dated:
   ---------------                                          ---------------


To: Comerica Bank, Swing Line Bank

Re: R.J. Tower Corporation Fourth Amended and Restated Credit Agreement by and
    among Comerica Bank (individually and as Agent), the lenders from time to
    time parties thereto (collectively, "Banks"), and R.J. Tower Corporation
    ("Company") dated as of September 6, 1996 (as amended from time to time,
    the "Agreement").


    Pursuant to the Agreement, the Company requests a Swing Line Advance from
the Swing Line Bank as follows:

    A.   Date of Advance:
                          ---------------

    B.   Amount of Advance:

         $
           ---------------


         //   Comerica Bank Account No. ______________

         //   Other: _________________________________
                     _________________________________

    C.   Interest Rate:

         1.   Prime-based Rate         //
         2.   Quoted Rate              //

    D.   Interest Period:

         1. ______________ days (1)

---------------
(1) Insert up to 30 days.

<PAGE>


    The Company certifies to the matters specified in Section 4.6(e) of the
Agreement.


                                                        R.J. TOWER CORPORATION,
                                                        a Michigan corporation



                                                 By:
                                                    ----------------------------

                                                 Its:
                                                     ---------------------------


Swing Line Bank Approval:
                         --------------------


                                          2

<PAGE>


                                      EXHIBIT E

                                   SWING LINE NOTE


$1,000,000                                                     September 6, 1996



    On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, R.J. Tower
Corporation, a Michigan corporation ("Company") promises to pay to the order of
Comerica Bank ("Bank") at 500 Woodward Avenue, Detroit, Michigan in lawful money
of the United States of America, the sum of One Million Dollars ($1,000,000), or
so much of said sum as may from time to time have been advanced and then be
outstanding hereunder pursuant to Article 4 of the R.J. Tower Corporation Fourth
Amended and Restated Credit Agreement dated as of September 6, 1996, executed by
and among the Company, certain banks, including the Bank, and Comerica Bank, as
Agent for such banks, as the same may be amended from time to time (the
"Agreement"), together with interest thereon as hereinafter set forth.

    The unpaid principal indebtedness from time to time outstanding under this
Note shall be due and payable on the last day of the Interest Period applicable
thereto or as otherwise set forth in the Agreement, provided that no Swing Line
Advance may mature or be payable on a day later than the Revolving Credit
Maturity Date.

    Each of the Swing Line Advances made hereunder shall bear interest at the
Prime-based Rate or the Quoted Rate from time to time applicable thereto under
the Agreement or as otherwise determined thereunder, and interest shall be
computed, assessed and payable as set forth in the Agreement.

    This Note is a note under which advances, repayments and readvances may be
made from time to time, but only in accordance with the terms and conditions of
the Agreement. This Note evidences borrowings under, is subject to, is secured
in accordance with, and may be accelerated or matured under, the terms of the
Agreement, to which reference is hereby made. Definitions and terms of the
Agreement are hereby incorporated by reference herein.

    This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.

    Company hereby waives presentment for payment, demand, protest and notice
of dishonor and nonpayment of this Note and agrees that no obligation hereunder
shall be discharged by reason of any extension, indulgence, release, or
forbearance granted by any

<PAGE>

holder of this Note to any party now or hereafter liable hereon or any present
or subsequent owner of any property, real or personal, which is now or hereafter
security for this Note.

    This Note replaces in part (by renewal) that certain Swing Line Note dated
May 30, 1996, made in the principal amount of $1,000,000 by Company payable to
Comerica Bank.

    Nothing herein shall limit any right granted Bank by any other instrument
or by law.


                                                       R.J. TOWER CORPORATION, a
                                                       Michigan corporation



                                                  By:
                                                     ---------------------------

                                                  Its:
                                                      --------------------------


                                          2

<PAGE>



                                      EXHIBIT F

                                       FORM OF
                      SWING LINE LOAN PARTICIPATION CERTIFICATE


                                                        __________________, 19__


[Name of Bank]

_________________________

_________________________


Ladies and Gentlemen:

    Pursuant to subsection 4.9(b) of the R.J. Tower Corporation Fourth Amended
and Restated Credit Agreement ("Credit Agreement") dated as of September 6,
1996, among R.J. Tower Corporation, the Banks named therein and Comerica Bank,
as Agent, the undersigned hereby acknowledges receipt from you of $ ___________
as payment for a participating interest in the following Swing Line Advance:

    Date of Swing Line Advance:________________________________

    Principal Amount of Swing Line Advance:____________________

The participation evidenced by this certificate shall be subject to the terms
and conditions of the Credit Agreement including without limitation Section
4.9(b) thereof.


                                                         Very truly yours,

                                                         COMERICA BANK, as Agent



                                                 By:____________________________

                                                 Its:___________________________

<PAGE>


                                      EXHIBIT I

                                     PERCENTAGES


   Bank                                                               Percentage
   ----                                                               ----------

Comerica Bank                                                          52%

First Bank National Association                                        24%

Bank of America Illinois                                               24%

<PAGE>


                                      EXHIBIT J

                                    PENSION PLANS


                     [SEE FILE PRIOR CREDIT AGREEMENT -- UPDATE]

<PAGE>

                                      EXHIBIT K

               COVENANT COMPLIANCE AND INTEREST RATE ADJUSTMENT REPORT


To: Comerica Bank, as Agent

    Re:  R.J. Tower Corporation Fourth Amended and Restated Credit Agreement
         dated as of September 6, 1996 (the "Agreement")


    This Covenant Compliance and Interest Rate Adjustment Report ("Report") is
furnished pursuant to Section 8.10 of the Agreement and sets forth various
information as of _____________, 19__ (the "Computation Date").

    1.   CONSOLIDATED NET WORTH. On the Computation Date, the Consolidated Net
Worth, which is required to be not less than $ _________ , was $ _________ as
computed in the supporting documents attached hereto as Schedule 1.

    2.   MAXIMUM LEVERAGE RATIO. On the Computation Date, the Maximum Leverage
Ratio, which is required to be not more than 0.55 to 1.0, was ___________ to 1.0
as computed in the supporting documents attached hereto as Schedule 2.

    3.   INTEREST COVERAGE RATIO. On the Computation Date, the Interest
Coverage Ratio, which is required to be not less than 3.0 to 1.0, was _____ to
1.0 as computed in the supporting documents attached hereto as Schedule 3.

    4.   CASHFLOW LEVERAGE RATIO. On the Computation Date, the Cashflow
Leverage Ratio, which is required to be not more than 3.5 to 1.0, was
________________ to 1.0 as computed in the supporting documents attached hereto
as Schedule 4.

    5.   EURODOLLAR MARGIN. The aggregate applicable Margin which shall become
effective pursuant to the provisions of Section 12.8 of the Agreement and which
is based on the Leverage Ratio on the Computation Date is
_______________________ percent ( ___ %).

    6.   APPLICABLE L/C FEE PERCENTAGE. The Applicable L/C Fee Percentage which
shall become effective pursuant to the provisions of Section 12.8 of the
Agreement and which is based on the Leverage Ratio on the Computation Date is
______________  percent ( ____ %).

    7.   APPLICABLE COMMITMENT FEE PERCENTAGE. The Applicable Commitment Fee
Percentage which shall become effective pursuant to the provisions of Section
12.8 of the Agreement and which is based on the Leverage Ratio on the
Computation Date is _______________ percent ( ____ %).

<PAGE>


    The undersigned officer of Company hereby certifies that:

    A.   To the best of the undersigned officer's knowledge, all of the
information set forth in this Report (and in any Schedule attached hereto) is
true and correct in all material respects.

    B.   To the best of the undersigned officer's knowledge, as of the
Computation Date, the Company has observed and performed all of its covenants
and other agreements contained in the Agreement and in the Notes and any other
Loan Documents to be observed, performed and satisfied by them.

    C.   I have reviewed the Agreement and this Report is based on an
examination sufficient to assure that this Report is accurate.

    D.   To the best of the undersigned officer's knowledge, except as stated
in Schedule 5 hereto (which shall describe any existing Default or Event of
Default and the notice and period of existence thereof and any action taken with
respect thereto or contemplated to be taken by Company), no Default or Event of
Default has occurred and is continuing on the date of this Report.

    Capitalized terms used in this Report and in the schedules hereto, unless
specifically defined to the contrary, have the meanings given to them in the
Agreement.

    IN WITNESS WHEREOF, Company has caused this Report to be executed and
delivered by its duly authorized officer this ______ day of __________________,
19__.


                                                       R.J. TOWER CORPORATION, a
                                                       Michigan corporation



                                                  By:___________________________

                                                  Its:__________________________


                                          2

<PAGE>



                                      EXHIBIT L

                                       FORM OF
                                 ASSIGNMENT AGREEMENT


                                                       Date:
                                                            --------------------

To: R.J. TOWER CORPORATION

         and

    COMERICA BANK, as Agent ("Agent")

Re: R.J. Tower Corporation Fourth Amended and Restated Credit Agreement dated
    as of September 6, 1996 (the "Agreement"), among R.J. Tower Corporation
    ("Company"), Agent and certain Banks

Gentlemen and Ladies:

    Reference is made to Section 14.8(c), (d) and (e) of the Agreement. Unless
otherwise defined herein or the context otherwise requires, all initially
capitalized terms used herein without definition shall have the meanings
specified in the Agreement.

    This Agreement constitutes notice to each of you of the proposed assignment
and delegation by   [INSERT ASSIGNOR BANK]    (the "Assignor") to   [INSERT
PROPOSED ASSIGNEE]   (the "Assignee") of a _____% undivided interest ("Assigned
Percentage") in Assignor's Revolving Credit Note under the Agreement (the
"Note"), such that after giving effect to the assignment and assumption
hereafter provided the Assignee's aggregate principal interest in the Note shall
equal $ ___________ (1) and its Percentage shall equal __ % under the Loan
Documents.

    Assignor does hereby sell, assign and transfer to Assignee effective on the
"Effective Date" (as hereafter defined) _____ % of Assignor's right, title and
interest in, to and under the Assignor's Note, the Agreement and the other Loan
Documents.  It is acknowledged that Assignor, immediately after this Assignment,
shall hold ______ percentage ( __ %) interest in Assignor's Note.

    The Assignor hereby instructs the Agent to make all payments from and
including the Effective Date hereof in respect of the interest assigned hereby,
directly to the Assignee. The Assignor and the Assignee agree that all interest
and fees accrued up to, but not including, the Effective Date of the assignment
and delegation being made hereby are the property of the Assignor, and

---------------
(1) Such amount shall not be less than a minimum amount of $5,000,000.

<PAGE>

not the Assignee. The Assignee agrees that, upon receipt of any such interest or
fees accrued up to the Effective Date, the Assignee will promptly remit the same
to the Assignor.

    The Assignee hereby confirms that it has received a copy of the Agreement
and the exhibits and schedules referred to therein, and all other Loan Documents
which it considers necessary, together with copies of the other documents which
were required to be delivered under the Agreement as a condition to the making
of the loans thereunder.  The Assignee acknowledges and agrees that it: (a) has
made and will continue to make such inquiries and has taken and will take such
care on its own behalf as would have been the case had its Percentage been
granted and its loans been made directly by such Assignee to the Company without
the intervention of the Agent, the Assignor or any other bank; and (b) has made
and will continue to make, independently and without reliance upon the Agent,
the Assignor or any other bank, and based on such documents and information as
it has deemed appropriate, its own credit analysis and decisions relating to the
Agreement.  The Assignee further acknowledges and agrees that neither the Agent,
nor the Assignor has made any representations or warranties about the
creditworthiness of the Company, or any other party to the Agreement or any
other of the Loan Documents, or with respect to the legality, validity,
sufficiency or enforceability of the Agreement, or any other of the Loan
Documents. This assignment shall be made without recourse to or warranty by the
Assignor, except as set forth herein.

    Assignee represents and warrants that it is a Person to which assignments
are permitted pursuant to Section 14.8(c) of the Agreement.  Assignor and
Assignee represent and warrant that this assignment shall not violate any "blue
sky" or other securities law of any jurisdiction or require the Company or any
other Person to file a registration statement with the United States Securities
and Exchange Commission or apply to qualify any loans or any interest in any
thereof, under the "blue sky" or other securities laws of any jurisdiction.

    Except as otherwise provided in the Agreement, effective as of the
Effective Date:

    (a)  the Assignee: (i) shall be deemed automatically to have become a party
         to the Agreement, to have assumed all of the Assignor's obligations
         thereunder to the extent of the Assignee's percentage referred to in
         the second paragraph of this Assignment Agreement, and to have all the
         rights and obligations of a party to the Agreement, as if it were an
         original signatory thereto to the extent specified in the second
         paragraph hereof; and (ii) agrees to be bound by the terms and
         conditions set forth in the Agreement as if it were an original
         signatory thereto; and


                                          2

<PAGE>



    (b)  the Assignor's obligations under the Agreement shall be reduced by the
         Assigned Percentage.

    As used herein, the term "Effective Date" means the date on which all of
the following have occurred or have been completed, as reasonably determined by
the Agent:

    (1)  the delivery to the Agent of an original of this Assignment Agreement
         executed by the Assignor and the Assignee;

    (2)  the payment to the Agent, of all accrued fees, expenses and other
         items for which reimbursement is then owing under the Agreement;

    (3)  the payment to the Agent of the $3,000 processing fee referred to in
         Section 14.8(d) (iv) of the Agreement; and

    (4)  all other restrictions and items noted in Sections 14.8(c), (d) and
         (e) of the Agreement have been satisfied.

The Agent shall notify the Assignor and the Assignee of the Effective Date.

    The Assignee hereby advises each of you of the following administrative
details with respect to the assigned loans:

         (A)  Address for Notices:

              Institution Name:

              Address:

              Attention:

              Telephone:

              Facsimile:

         (B)  Payment Instructions:

         (C)  Proposed effective date of assignment: __________ .

    The Assignee has delivered to the Agent (or is delivering to the Agent
concurrently herewith) the tax forms referred to in Section 14.14 of the
Agreement, other forms reasonably requested by the Agent, and the original of
each Note held by the Assignor under the Agreement.


                                          3

<PAGE>

    Please evidence your consent to and acceptance of the proposed assignment
and delegation set forth herein by signing and returning counterparts hereof to
the Assignor and the Assignee.


                                                 [ASSIGNOR]


                                                 By:
                                                    ----------------------------

                                                 Its:
                                                     ---------------------------



                                                 [ASSIGNEE]


                                                 By:
                                                    ----------------------------

                                                 Its:
                                                     ---------------------------



ACCEPTED AND CONSENTED TO
this ____ day of _______ , 199__


COMERICA BANK, Agent



By:
   -----------------------------

Its:
    ----------------------------



R.J. TOWER CORPORATION, a
Michigan corporation


By:
   -----------------------------

Its:
    ----------------------------


[This form of Assignment Agreement (including footnotes) is subject in all
respects to the terms and conditions of the Agreement which shall govern in the
event of any inconsistencies or omissions.]


                                          4

<PAGE>



                                     EXHIBIT M-1

                               COPY OF COMPANY GUARANTY

<PAGE>

                                     EXHIBIT M-2

                         COPIES OF LETTER OF CREDIT GUARANTY
                       PLUS TOWER (DELAWARE) JOINDER AGREEMENT

<PAGE>

                                     EXHIBIT M-3

                    COPIES OF LETTER OF CREDIT GUARANTY (KENTUCKY)
                       PLUS TOWER (DELAWARE) JOINDER AGREEMENT

<PAGE>

                                      SCHEDULE 1

                                    PRICING MATRIX
<TABLE>
<CAPTION>

Basis for Pricing          Level I            Level II          Level III          Level IV          Level V
----------------------------------------------------------------------------------------------------------------
Leverage Ratio     Greater than 3.0 to 1.00  Greater than or  Greater than or    Greater than       Less than
                                              equal to 2.50   equal to 2.0 to   or equal to 1.5    1.5 to 1.00
                                              to 1.00 and      1.0 and less     to 1.0
                                              less than or    than 2.5 to 1.0    and less than
                                              equal to 3.0                        2.0 to 1.0
                                                to 1.00
----------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>               <C>                <C>               <C>
Eurodollar Margin             1.375%            1.25%             1.00%               .75%             0.50%

Applicable Commitment          0.35%            0.30%             0.25%              0.20%
  Fee Percentage

Applicable L/C                1.375%            1.25%             1.00%              0.75%             0.50%
  Fee Percentage

</TABLE>
<PAGE>


                                      SCHEDULE 2

                              EXISTING LETTERS OF CREDIT



1.  $300,000 Standby Letter of Credit issued on December 14, 1992 by Agent for
    the account of Kalamazoo Stamping and Die Company.

<PAGE>



                                     SCHEDULE 7.4

                          EXCEPTIONS TO LITIGATION COVENANT

<PAGE>


                                    SCHEDULE 7.11

                     EXCEPTIONS TO COMPLIANCE WITH LAWS COVENANT

<PAGE>


                                     SCHEDULE 9.4

                          ADDITIONAL PERMITTED INDEBTEDNESS

<PAGE>


                                     SCHEDULE 9.7

                          ADDITIONAL PERMITTED ENCUMBRANCES

Sincerely,


Terese Latterell
Customer Service Representative
Merrill Corporation

<PAGE>



                                REVOLVING CREDIT NOTE


$18,000,000                                                    September 6, 1996



    On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, R.J. Tower
Corporation, a Michigan corporation ("Company") promises to pay to the order of
First Bank National Association ("Bank") care of Comerica Bank, as Agent, at 500
Woodward Avenue, Detroit, MI 48226, in lawful money of the United States of
America, the sum of Eighteen Million Dollars ($18,000,000), or so much of said
sum as may from time to time have been advanced and then be outstanding
hereunder pursuant to the R.J. Tower Corporation Fourth Amended and Restated
Credit Agreement dated as of September 6, 1996, made by and among the Company,
certain banks, including the Bank, and Comerica Bank as Agent for such banks, as
the same may be amended from time to time (the "Agreement"), together with
interest thereon as hereinafter set forth.

    Each of the Advances made hereunder shall bear interest at the Applicable
Interest Rate from time to time applicable thereto under the Agreement or as
otherwise determined thereunder, and interest shall be computed, assessed and
payable as set forth in the Agreement.

    This Note is a note under which advances (including refundings and
conversions), repayments and readvances may be made from time to time, but only
in accordance with the terms and conditions of the Agreement. This Note
evidences borrowings under, is subject to, is secured in accordance with, and
may be accelerated or matured under, the terms of the Agreement, to which
reference is hereby made. Definitions and terms of the Agreement are hereby
incorporated by reference herein.

    This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.

    Company hereby waives presentment for payment, demand, protest and notice
of dishonor and nonpayment of this Note and agrees that no obligation hereunder
shall be discharged by reason of any extension, indulgence, release, or
forbearance granted by any holder of this Note to any party now or hereafter
liable hereon or any present or subsequent owner of any property, real or
personal, which is now or hereafter security for this Note.

    Nothing herein shall limit any right granted Bank by any other instrument
or by law.

<PAGE>


    This Note replaces (by renewal) that certain Revolving Credit Note dated
May 30, 1996, made in the principal amount of Eighteen Million Dollars
($18,000,000) by Company payable to First Bank National Association.


                                                       R.J. TOWER CORPORATION, a
                                                       Michigan corporation



                                                  By:
                                                     ---------------------------

                                                  Its:
                                                      --------------------------


                                          2

<PAGE>





                                REVOLVING CREDIT NOTE


$18,000,000                                                    September 6, 1996



    On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, R.J. Tower
Corporation, a Michigan corporation ("Company") promises to pay to the order of
Bank of America Illinois ("Bank") care of Comerica Bank, as Agent, at 500
Woodward Avenue, Detroit, MI 48226, in lawful money of the United States of
America, the sum of Eighteen Million Dollars ($18,000,000), or so much of said
sum as may from time to time have been advanced and then be outstanding
hereunder pursuant to the R.J. Tower Corporation Fourth Amended and Restated
Credit Agreement dated as of September 6, 1996, made by and among the Company,
certain banks, including the Bank, and Comerica Bank as Agent for such banks, as
the same may be amended from time to time (the "Agreement"), together with
interest thereon as hereinafter set forth.

    Each of the Advances made hereunder shall bear interest at the Applicable
Interest Rate from time to time applicable thereto under the Agreement or as
otherwise determined thereunder, and interest shall be computed, assessed and
payable as set forth in the Agreement.

    This Note is a note under which advances (including refundings and
conversions), repayments and readvances may be made from time to time, but only
in accordance with the terms and conditions of the Agreement. This Note
evidences borrowings under, is subject to, is secured in accordance with, and
may be accelerated or matured under, the terms of the Agreement, to which
reference is hereby made. Definitions and terms of the Agreement are hereby
incorporated by reference herein.

    This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.

    Company hereby waives presentment for payment, demand, protest and notice
of dishonor and nonpayment of this Note and agrees that no obligation hereunder
shall be discharged by reason of any extension, indulgence, release, or
forbearance granted by any holder of this Note to any party now or hereafter
liable hereon or any present or subsequent owner of any property, real or
personal, which is now or hereafter security for this Note.

    Nothing herein shall limit any right granted Bank by any other instrument
or by law.

<PAGE>


    This Note replaces (by renewal) that certain Revolving Credit Note dated
May 30, 1996, made in the principal amount of Eighteen Million Dollars
($18,000,000) by Company payable to Bank of America Illinois.


                                                       R.J. TOWER CORPORATION, a
                                                       Michigan corporation



                                                  By:
                                                     ---------------------------

                                                  Its:
                                                      --------------------------


                                          2

<PAGE>





                                REVOLVING CREDIT NOTE


$39,000,000                                                    September 6, 1996



    On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, R.J. Tower
Corporation, a Michigan corporation ("Company") promises to pay to the order of
Comerica Bank ("Bank") care of Comerica Bank, as Agent, at 500 Woodward Avenue,
Detroit, MI 48226, in lawful money of the United States of America, the sum of
Thirty Nine Million Dollars ($39,000,000), or so much of said sum as may from
time to time have been advanced and then be outstanding hereunder pursuant to
the R.J. Tower Corporation Fourth Amended and Restated Credit Agreement dated as
of September 6, 1996, made by and among the Company, certain banks, including
the Bank, and Comerica Bank as Agent for such banks, as the same may be amended
from time to time (the "Agreement"), together with interest thereon as
hereinafter set forth.

    Each of the Advances made hereunder shall bear interest at the Applicable
Interest Rate from time to time applicable thereto under the Agreement or as
otherwise determined thereunder, and interest shall be computed, assessed and
payable as set forth in the Agreement.

    This Note is a note under which advances (including refundings and
conversions), repayments and readvances may be made from time to time, but only
in accordance with the terms and conditions of the Agreement. This Note
evidences borrowings under, is subject to, is secured in accordance with, and
may be accelerated or matured under, the terms of the Agreement, to which
reference is hereby made. Definitions and terms of the Agreement are hereby
incorporated by reference herein.

    This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.

    Company hereby waives presentment for payment, demand, protest and notice
of dishonor and nonpayment of this Note and agrees that no obligation hereunder
shall be discharged by reason of any extension, indulgence, release, or
forbearance granted by any holder of this Note to any party now or hereafter
liable hereon or any present or subsequent owner of any property, real or
personal, which is now or hereafter security for this Note.

    Nothing herein shall limit any right granted Bank by any other instrument
or by law.

<PAGE>


    This Note replaces (by renewal) that certain Revolving Credit Note dated
May 30, 1996, made in the principal amount of Thirty Nine Million Dollars
($39,000,000) by Company payable to Comerica Bank.


                                                       R.J. TOWER CORPORATION, a
                                                       Michigan corporation



                                                  By:
                                                     ---------------------------

                                                  Its:
                                                      --------------------------


                                          2

<PAGE>





                                   SWING LINE NOTE


$1,000,000                                                     September 6, 1996



    On the Revolving Credit Maturity Date, FOR VALUE RECEIVED, R.J. Tower
Corporation, a Michigan corporation ("Company") promises to pay to the order of
Comerica Bank ("Bank") at 500 Woodward Avenue, Detroit, Michigan in lawful money
of the United States of America, the sum of One Million Dollars ($1,000,000), or
so much of said sum as may from time to time have been advanced and then be
outstanding hereunder pursuant to Article 4 of the R.J. Tower Corporation Fourth
Amended and Restated Credit Agreement dated as of September 6, 1996, executed by
and among the Company, certain banks, including the Bank, and Comerica Bank, as
Agent for such banks, as the same may be amended from time to time (the
"Agreement"), together with interest thereon as hereinafter set forth.

    The unpaid principal indebtedness from time to time outstanding under this
Note shall be due and payable on the last day of the Interest Period applicable
thereto or as otherwise set forth in the Agreement, provided that no Swing Line
Advance may mature or be payable on a day later than the Revolving Credit
Maturity Date.

    Each of the Swing Line Advances made hereunder shall bear interest at the
Prime-based Rate or the Quoted Rate from time to time applicable thereto under
the Agreement or as otherwise determined thereunder, and interest shall be
computed, assessed and payable as set forth in the Agreement.

    This Note is a note under which advances, repayments and readvances may be
made from time to time, but only in accordance with the terms and conditions of
the Agreement. This Note evidences borrowings under, is subject to, is secured
in accordance with, and may be accelerated or matured under, the terms of the
Agreement, to which reference is hereby made. Definitions and terms of the
Agreement are hereby incorporated by reference herein.

    This Note shall be interpreted and the rights of the parties hereunder
shall be determined under the laws of, and enforceable in, the State of
Michigan.

    Company hereby waives presentment for payment, demand, protest and notice
of dishonor and nonpayment of this Note and agrees that no obligation hereunder
shall be discharged by reason of any extension, indulgence, release, or
forbearance granted by any holder of this Note to any party now or hereafter
liable hereon or

<PAGE>

any present or subsequent owner of any property, real or personal, which is now
or hereafter security for this Note.

    This Note replaces (by renewal) that certain Swing Line Note dated May 30,
1996, made in the principal amount of $1,000,000 by Company payable to Comerica
Bank.

    Nothing herein shall limit any right granted Bank by any other instrument
or by law.


                                                       R.J. TOWER CORPORATION, a
                                                       Michigan corporation



                                                  By:
                                                     ---------------------------

                                                  Its:
                                                      --------------------------


                                          2

<PAGE>





                                      EXHIBIT O

                                       FORM OF
                       REAFFIRMATION OF CERTAIN LOAN DOCUMENTS


    This Reaffirmation of Loan Documents dated as of September 6, 1996 (this
"Reaffirmation") executed by, R.J. Tower Corporation, an Indiana corporation,
Edgewood Manufacturing Corp., a Delaware corporation, R.J. Tower Corporation, a
Kentucky corporation, Kalamazoo Stamping and Die Company, a Michigan
corporation, Trylon Corporation, a Michigan corporation, and Tower Automotive
Delaware, Inc., formerly known as MascoTech Stamping Technologies, Inc., a
Delaware corporation (collectively, the "Guarantors"), R.J. Tower Corporation, a
Michigan corporation (the "Company"), and Tower Automotive, Inc., a Michigan
corporation (the "Parent") reaffirms the following documents, (collectively, the
"Reaffirmed Loan Documents"):

    (a)  the Second Amended and Restated Guaranty (Tower-Michigan Debt) dated
         as of May 30, 1996 executed by each of the Guarantors in favor of the
         Agent for and on behalf of the Banks;

    (b)  the Amended and Restated Guaranty (Tower-Indiana Debt) dated as of
         January 16, 1996 executed by each of the Guarantors, either by
         execution thereof or by execution of a Joinder Agreement, in favor of
         the Agent for and on behalf of the Banks;

<PAGE>


    (c)  the Amended and Restated Guaranty (Tower-Kentucky Debt) dated as of
         January 16, 1996 executed by the Company and each of the Guarantors,
         either by execution thereof or by execution of a Joinder Agreement, in
         favor of the Agent for and on behalf of the Banks;

    (d)  the Second Amended and Restated Security Agreement (Third Party
         Pledge), dated as of May 30, 1996 executed by Parent in favor of the
         Collateral Agent for and on behalf of the Lenders.

    1.   Each of the undersigned acknowledges that the Company, the Banks and
the Agent have executed the Fourth Amended and Restated Credit Agreement dated
as of September 6, 1996 (as amended or otherwise modified from time to time, the
"Amended and Restated Credit Agreement"). Capitalized terms not otherwise
defined herein will have the meanings given in the Amended and Restated Credit
Agreement.

    2.   Each of the undersigned hereby ratifies and confirms its obligations
under the Reaffirmed Loan Documents to which such undersigned is a party and
agrees that such Reaffirmed Loan Documents remain in full force and effect after
giving effect to the effectiveness of the Amended and Restated Credit Agreement
and that, upon such effectiveness, all references in such Reaffirmed Loan
Documents  to the "Credit Agreement" or the "Notes" issued thereunder shall be
references to the Amended and Restated Credit Agreement and the Notes issued
thereunder.

    3.   This Reaffirmation may be signed in counterparts and by the various
parties on separate counterparts.  This Reaffirmation shall be governed by and
construed in accordance with the laws of the State of, and be enforceable in,
the State of Michigan.  This Reaffirmation shall be binding upon the
undersigned, the Banks, the Lenders, the Agent and the Collateral Agent and
their respective successors and assigns.  This Reaffirmation shall be effective
as of the date hereof.

    WITNESS, the due execution hereof as of the date and year first above
written.


                                              R.J. TOWER CORPORATION, a Michigan


                                          2

<PAGE>


                         corporation

                         By:______________________

                         Its:_____________________


                         TOWER AUTOMOTIVE, INC., a Delaware
                         corporation

                         By:______________________

                         Its:_____________________

                         R.J. TOWER CORPORATION, an Indiana
                         corporation

                         By:______________________

                         Its:_____________________

                         R.J. TOWER CORPORATION, a Kentucky
                         corporation

                         By:______________________

                         Its:_____________________


                                          3

<PAGE>



                         KALAMAZOO STAMPING AND DIE
                         COMPANY

                         By:_______________________
                         Its:


                         TRYLON CORPORATION

                         By:_______________________

                         Its:______________________


                         EDGEWOOD MANUFACTURING CORP.

                         By:_______________________

                         Its:______________________


                         TOWER AUTOMOTIVE DELAWARE, INC., (formerly known as
                         MascoTech Stamping Technologies, Inc.)

                         By:_______________________

                         Its:______________________




                                                                  Execution Copy


                                          4