<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

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

                              COMPUWARE CORPORATION

                                CREDIT AGREEMENT

                             DATED AS OF MAY 2, 2003

                                  COMERICA BANK

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

<PAGE>

                                TABLE OF CONTENTS

SCHEDULES

         Schedule 2.4     List of Officers Authorized to Make Telephone Requests
         Schedule 6.5     Employee Pension Benefit Plans
         Schedule 6.8     Subsidiaries
         Schedule 6.9     Environmental Matters
         Schedule 8.1     Existing Debt
         Schedule 8.4     Permitted Liens
         Schedule 8.7     Non-Arms Length Transactions with Affiliates

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

EXHIBITS

         EXHIBIT A        FORM OF NOTE
         EXHIBIT B        FORM OF SUBSIDIARY GUARANTY
         EXHIBIT C        FORM OF REQUEST FOR ADVANCE
         EXHIBIT D        FORM OF LIQUIDITY CERTIFICATE
         EXHIBIT E        FORM OF COVENANT COMPLIANCE CERTIFICATE
         EXHIBIT F        INVESTMENT GUIDELINES

<PAGE>

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, made as of the 2nd day of May, 2003, by and
between COMPUWARE CORPORATION, a Michigan corporation (herein called "Company")
and COMERICA BANK, a Michigan banking corporation, of Detroit, Michigan (herein
called "Bank").

                                    RECITALS

         A.       Company desires to obtain a $100,000,000 revolving credit
facility from Bank.

         B.       Bank is willing to extend such credit to Company on the terms
and conditions herein set forth.

         NOW, THEREFORE, Bank and Company agree as follows:

                               W I T N E S S E T H

         1.       DEFINITIONS

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

         "Advance" shall mean a borrowing requested by Company and made by Bank
under Section 2 of this Agreement, including any refunding or conversions of
such borrowings pursuant to Section 3.3 hereof, and shall include a
Eurodollar-based Advance and a Prime-based Advance.

         "Affiliate" shall mean, with respect to any Person (other than, with
respect to Company, a Wholly-Owned Subsidiary), any other Person directly or
indirectly Controlling (including but not limited to all directors and 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 or managers 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.

         "Alternate Base Rate" shall mean for any day a rate per annum (rounded
upwards, if necessary, to the next higher 1/100 of 1%) equal to the Federal
Funds Effective Rate in effect on such day plus one percent (1%).

         "Applicable Eurodollar Margin" shall mean one percent (1%).

         "Asset Sale" shall mean the sale, transfer, lease or other disposition
by the Company or any Subsidiary of any asset (other than stock or other
ownership interests of any Subsidiary) to any Person (other than to the Company
or any Guarantor), other than sales, transfers or other

<PAGE>

dispositions of Inventory in the ordinary course of business and sales or other
dispositions of assets that have been damaged, become obsolete or are no longer
useable in the conduct of the business of the Company or such Subsidiary.

         "Business Day" shall mean any day on which commercial banks are open
for domestic and international business (including dealings in foreign exchange)
in Detroit and London.

         "Capitalized Lease" shall mean any lease of any property (whether real,
personal or mixed) by any 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
such Person, together with any renewals of such leases (or entry into new
leases) on substantially similar terms.

         "Cash Equivalents" shall mean (i) securities issued or directly and
fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than three years from the date of acquisition, (ii) marketable direct
obligations issued by any State of the United States of America or any local
government or other political subdivision thereof rated (at the time of
acquisition of such security) at least AA by Standard & Poor's Corporation
("S&P") or the equivalent thereof by Moody's Investors Service, Inc. ("Moody's")
having maturities of not more than one year from the date of acquisition, (iii)
U.S. Dollar denominated time deposits, certificates of deposit and bankers'
acceptances of (x) Bank, (y) any domestic commercial bank of recognized standing
having capital and surplus in excess of $500,000,000 or (z) any bank whose
short-term commercial paper rating (at the time of acquisition of such security)
by S&P is at least A-l or the equivalent thereof or by Moody's is at least P-1
or the equivalent thereof (any such bank, an "Approved Bank"), in each case with
maturities of not more than six months from the date of acquisition, (iv)
commercial paper and variable or fixed rate notes issued by Bank or by the
parent company of Bank and commercial paper and variable rate notes issued by,
or guaranteed by, any industrial or financial company with a short-term
commercial paper rating (at the time of acquisition of such security) of at
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent
thereof by Moody's, or guaranteed by any industrial company with a long-term
unsecured debt rating (at the time of acquisition of such security) of at least
AA or the equivalent thereof by S&P or the equivalent thereof by Moody's and in
each case maturing within one year after the date of acquisition and (v)
repurchase agreements with Bank maturing within one year from the date of
acquisition that are fully collateralized by investment instruments that would
otherwise be Cash Equivalents. Notwithstanding the foregoing, any investments
permitted by Company's investment guidelines as currently in effect, a copy of
which is attached to this Agreement as Exhibit F, or as amended with the Bank's
consent, shall be deemed to be "Cash Equivalents" for all purposes of this
Agreement.

         "Change of Control" shall mean (i) any Person or "group" (within the
meaning of Sections 13(d) and 14(d) under the Securities Exchange Act, as in
effect on the Effective Date), shall have (A) acquired beneficial ownership (as
such term is used in Rule 13d-3 under the Securities Exchange Act, as in effect
of the Effective Date) of 33% or more on a fully diluted basis of the voting
interest in the Company's voting capital stock or (B) obtained the power
(whether or not exercised) to elect a majority of the Company's directors or
(ii) the Board of Directors of the Company shall cease to consist of a majority
of Continuing Directors.

                                        2

<PAGE>

         "Commitment" shall mean One Hundred Million Dollars ($100,000,000),
subject to reduction or termination under Section 2 and Section 3.

         "Consolidated" 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 the Company shall be deemed to mean
the financial statements and data of the Company in consolidation with its
Subsidiaries in accordance with GAAP.

         "Consolidated Net Worth" shall mean at anytime, the consolidated
stockholders' equity of the Company and its consolidated Subsidiaries at that
time, as determined in accordance with GAAP.

         "Continuing Directors" shall mean the directors of the Company on the
Effective Date and each other director if such director's nomination for
election to the Board of Directors of the Company is recommended by a majority
of the then Continuing Directors.

         "Debt" shall mean as to any Person, without duplication (a) all Funded
Debt of such Person, (b) all Guarantee Obligations of such Person, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property or assets purchased by such Person, (d) all
indebtedness of such Person arising in connection with any interest rate swap
transaction, basis swap transaction, forward rate transaction, 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 such Person and (e) any items which would be
classified as liabilities on the balance sheet of such Person. Unless the
context otherwise requires, as used in this Agreement, the term Debt refers to
Debt of Company or its Subsidiaries.

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

         "Domestic Subsidiary" shall mean each Subsidiary of the Company that is
incorporated under the laws of the United States or any State thereof.

         "Effective Date" shall mean the date on which all the conditions
precedent set forth in Sections 5.1 through 5.7 have been satisfied.

         "Environmental Laws" shall mean all federal, state and local laws
including statutes, regulations, ordinances, codes, rules, and other
governmental restrictions and requirements, relating to environmental pollution,
contamination or other impairment of the environment or any hazardous or toxic
substances of any nature, including but not be limited to the Federal Solid
Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the
Federal Resource Conservation and Recovery Act of 1976, the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
and the Federal Superfund Amendments and Reauthorization Act of 1986, each as
amended from time to time.

                                        3

<PAGE>

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended, or any successor act or code.

         "Eurodollar-based Advance" shall mean an Advance which bears interest
at the Eurodollar-based Rate.

         "Eurodollar-based Rate" shall mean a per annum interest rate which is
the Applicable Eurodollar 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 the time Company requests such Advance on 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;

all as conclusively determined by Bank, such sum to be rounded upward, if
necessary, to the nearest whole multiple of 1/100th of 1%.

         "Eurodollar Lending Office" shall mean Bank's office located at Grand
Cayman, British West Indies or such other branch of Bank, domestic or foreign,
as it may hereafter designate as its Eurodollar Lending Office by notice to
Company.

         "Event of Default" shall mean any of the events of default specified in
Section 9 hereof.

         "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 Bank from three Federal funds brokers of recognized standing
selected by it.

         "Foreign Subsidiary" shall mean each Subsidiary of Company that is not
a Domestic Subsidiary.

         "Funded Debt" of any Person shall mean (a) all indebtedness of such
Person for borrowed money or for the deferred purchase price of property or
services as of such date (other than operating leases and trade liabilities
incurred in the ordinary course of business and payable in accordance with
customary practices and equipment purchased for which the purchase price is

                                        4

<PAGE>

due and payable less than one year from the date the equipment is delivered to
such Person) or which is evidenced by a note, bond, debenture or similar
instrument, (b) the principal component of all obligations of such Person under
Capitalized Leases, (c) all reimbursement obligations (actual, contingent or
otherwise) of such Person in respect of letters of credit, acceptances or
similar obligations issued or created for the account of such Person and which
are the functional equivalent of indebtedness for borrowed money, (d) all
liabilities secured by any consensual liens on any property owned by such Person
as of such date even though such Person has not assumed or otherwise become
liable for the payment thereof, in each case determined in accordance with GAAP;
provided however that so long as such Person is not personally liable for such
liabilities, the amount of such liability shall be deemed to be the lesser of
the fair market value at such date of the property subject to the lien securing
such liability and the amount of the liability secured, and (e) all Guarantee
Obligations in respect of any liability which constitutes Funded Debt; provided,
however that Funded Debt shall not include any interest rate swap transaction,
basis swap transaction, forward rate transaction, 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
such Person prior to the occurrence of a termination event with respect thereto.

         "GAAP" shall mean, as of any applicable date of determination,
generally accepted accounting principles consistently applied in the United
States of America.

         "Guarantee Obligations" shall mean as to any Person (the "guaranteeing
person") any obligation of the guaranteeing person in respect of any obligation
of another Person (including, without limitation, any bank under any letter of
credit), the creation of which was induced by a reimbursement agreement, counter
indemnity or similar obligation issued by the guaranteeing person, in either
case guaranteeing or in effect guaranteeing any Debt, leases, dividends or other
obligations (the "primary obligations") of any other third Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, any obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply
funds (1) for the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation or (iv) otherwise to assure or hold harmless
the owner of any such primary obligation against loss in respect thereof;
provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by
Company in good faith.

                                        5

<PAGE>

         "Guarantors" shall mean each Material Wholly-Owned Domestic Subsidiary
which is required to guarantee the obligations of the Company hereunder and
under the other Loan Documents and any other Domestic Subsidiary which has
executed and delivered (including by execution and delivery of a joinder
agreement) the Guaranty, and "Guarantor" shall mean any one of them.

         "Guaranty" shall mean that certain guaranty of all outstanding
Indebtedness by the Guarantors (whether by execution thereof or by execution of
a joinder agreement thereto) substantially in the form attached as Exhibit "B."

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

         "Hedging Transaction" shall mean each interest rate swap transaction,
basis swap transaction, forward rate transaction, 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
Company or any Subsidiary from time to time; provided that such transaction is
entered into for risk management purposes and not for speculative purposes.

         "Indebtedness" shall mean all loans, advances, indebtedness,
obligations and liabilities of Company and its Subsidiaries to Bank under this
Agreement or any of the other Loan Documents or under any hedging agreements
with the Bank, together with all other indebtedness, obligations and liabilities
whatsoever of Company and its Subsidiaries to Bank arising under or in
connection with this Agreement, whether matured or unmatured, liquidated or
unliquidated, direct or indirect, absolute or contingent, joint or several, due
or to become due, now existing or hereafter arising.

         "Interest Period" shall mean a period of one (1), two (2) or three (3)
months as selected by Company pursuant to the provisions of this Agreement
commencing on the day a Eurodollar-based Advance is made, or on the effective
date of an election of the Eurodollar-based Rate made under Section 3.1.

         "Inventory" shall have the meaning assigned to it in the Michigan
Uniform Commercial Code on the date of this Agreement.

         "Loan Documents" shall mean collectively, this Agreement, the Note, the
Guaranty and any other instruments or agreements executed at any time pursuant
to or in connection with any such documents, and any and all amendments,
renewals, replacements, substitutions, extensions or other modifications of any
of the foregoing.

         "Loan Parties" shall mean collectively Company and any or all of the
Guarantors, and "Loan Party" shall mean any one of them, as the context
indicates or otherwise requires.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business or financial condition of Company and its Subsidiaries taken as a
whole, (b) the ability of Company and the Guarantors to perform their respective
obligations under this Agreement, the Note (if issued) or any other Loan
Document to which any of them is a party, or (c) the validity or

                                        6

<PAGE>

enforceability of this Agreement, the Note (if issued) or any of the other Loan
Documents or the rights or remedies of the Bank hereunder or thereunder.

         "Material Wholly-Owned Domestic Subsidiary" shall mean each
Wholly-Owned Domestic Subsidiary of Company which, together with its
Subsidiaries, account for at least ten percent (10%) of the consolidated assets
of the Company and its Subsidiaries at the most recently ended fiscal quarter of
Company.

         "Maturity Date" shall mean April 30, 2004.

         "Note" shall mean the note described in Section 2.1 hereof made by
Company to Bank in the form annexed to this Agreement as Exhibit "A" as such
note may be amended or supplemented from time to time, or any other note issued
in substitution, replacement or renewal thereof from time to time.

         "PBGC" is defined in Section 6.6.

         "Pension Plan" is defined in Section 6.5.

         "Permitted Acquisition" shall mean any acquisition by the Company or
any Subsidiary of all or substantially all of the assets of another Person, or
of a division or line of business of another Person, or shares of stock or other
ownership interests of another Person which satisfies and/or is conducted in
accordance with the following requirements:

         (a)      Such acquisition is of a business or Person engaged in a line
                  of business which is compatible with, or complementary to, the
                  business of the Company, or is engaged in a business using
                  systems or techniques not unlike those of the Company or any
                  Subsidiary;

         (b)      Both immediately before and after such acquisition no Default
                  or Event of Default shall have occurred and be continuing;

         (c)      The board of directors (or other Person(s) exercising similar
                  functions) of the seller of the assets or issuer of the shares
                  of stock or other ownership interests being acquired shall not
                  have disapproved such transaction or recommended that such
                  transaction be disapproved; and

         (d)      All governmental, quasi-governmental, agency, regulatory or
                  similar licenses, authorizations, exemptions, qualifications,
                  consents and approvals necessary or appropriate under any laws
                  applicable to Company or any of its Subsidiaries, or the
                  acquisition target for or in connection with the proposed
                  acquisition and all necessary or appropriate non-governmental
                  and other third-party approvals which, in each case, are
                  material to such acquisition shall have been obtained, and all
                  necessary or appropriate declarations, registrations or other
                  filings with any court, governmental or regulatory authority,
                  securities exchange or any other person have been made, and
                  evidence thereof satisfactory in form and substance to the
                  Bank shall have been delivered, or caused to have been
                  delivered, by Company to the Bank;

                                        7

<PAGE>

         (e)      There are no actions, suits or proceedings pending or, to the
                  knowledge of Company threatened against or affecting the
                  acquisition target in any court or before or by any
                  governmental department, agency or instrumentality, an adverse
                  decision in which would materially adversely affect the
                  financial condition of the acquisition target or the ability
                  of the target company to enter into or perform its obligations
                  in connection with the proposed acquisition, nor are any
                  actions, suits, or proceedings pending, or to the knowledge of
                  the Company threatened against the Company or any of its
                  Subsidiaries which would materially adversely affect the
                  ability of the Company or any of its Subsidiaries to enter
                  into or perform their respective obligations in connection
                  with the proposed acquisition;

         (f)      The Company shall have delivered or caused to be delivered to
                  Bank a list of any new liens resulting from the acquisition,
                  which liens may only be liens permitted pursuant to Section
                  8.4 hereof; and

         (g)      The total acquisition consideration paid or incurred, or to be
                  paid or incurred, by the Company or the acquiring Subsidiary
                  with respect thereto, including all Debt (other than trade
                  payables and other liabilities which do not constitute Debt
                  for money borrowed incurred in the ordinary course of
                  business) which is assumed or to which such assets, businesses
                  or ownership interests or shares, or any Person so acquired is
                  subject, and all fees and expenses of the Company and its
                  Subsidiaries in connection with such acquisition, (i) shall be
                  less than $50,000,000 and (ii) when added to the aggregate
                  acquisition consideration (computed as aforesaid) for all
                  other acquisitions during the 364-day period from the date of
                  this Agreement through April 30, 2004, or any subsequent
                  364-day period beginning at the end of the immediately
                  preceding 364-day period and ending 364 days later shall be
                  less than $100,000,000.

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

         (a)      liens for taxes not yet due and payable 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;

         (b)      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;

         (c)      liens arising in connection with worker's compensation,
                  unemployment insurance, old age pensions and social security
                  benefits and similar statutory obligations

                                        8

<PAGE>

                  which are not overdue 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 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;

         (d)(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, consistently applied; and

         (e)      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.

         "Person" or "person" shall mean any individual, corporation,
partnership, joint venture, limited liability company, association, trust,
unincorporated association, joint stock company, government, municipality,
political subdivision or agency, or other entity.

         "Prime Rate" shall mean the per annum interest rate established by Bank
as its prime rate for its borrowers as such rate may vary from time to time,
which rate is not necessarily the lowest rate on loans made by Bank at any such
time.

         "Prime-based Advance" shall mean an Advance which bears interest at the
Prime-based Rate.

         "Reportable Event" shall mean an event described in Section 4043(c) of
ERISA with respect to a Pension Plan other than those events as to which the
thirty-day notice period is waived under subsection 22, 23, 25, 27, 28 or 29 of
PBGC Regulation Section 4043.

         "Request for Advance" shall mean a Request for Advance issued by
Company under this Agreement in the form annexed to this Agreement as Exhibit
"C."

         "SEC" is defined in Section 7.1(a).

         "Securities Act" shall mean the Securities Act of 1933, as amended and
the rules promulgated under it.

                                        9

<PAGE>

         "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated under it.

         "Subsidiary(ies)" shall mean any other corporation, association, joint
stock company, business trust, limited liability company or any other business
entity of which more than fifty percent (50%) of the outstanding voting stock,
share capital, membership or other interests, as the case may be, 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 or the context
otherwise requires, Subsidiary(ies) shall refer to the Subsidiary(ies) of the
Company.

         "Unencumbered Liquid Assets" shall mean, with respect to the Company,
the aggregate, fair market value (as reasonably determined by Bank) of the
Company's unencumbered (i) cash, (ii) Cash Equivalents (iii) marketable
securities which are traded on the New York Stock Exchange, American Stock
Exchange or the NASDAQ Stock Market and (iv) any fund or pooling arrangement
that exclusively purchased and holds the foregoing, all as determined on a
Company-only, non-consolidated, basis. "Unencumbered" means, with respect to any
asset, that such asset is not subject to any voluntary or involuntary, lien,
security interest, mortgage, pledge or other encumbrance.

         "Wholly-Owned Domestic Subsidiary" shall mean each Domestic Subsidiary
of the Company that is also a Wholly-Owned Subsidiary of the Company.

         "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any
corporation 100% of whose capital stock is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person (other than
director's qualifying shares) and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest
at such time.

         2.       THE INDEBTEDNESS: Revolving Credit

         2.1      Subject to the terms and conditions of this Agreement
(including without limitation Section 2.3 hereof), Bank agrees to make Advances
to Company at any time and from time to time from the Effective Date until the
Maturity Date, in an aggregate principal amount not to exceed at any one time
outstanding the Commitment. All of the Advances under this Section 2 shall be
evidenced by the Note under which Advances, repayments and readvances may be
made, subject to the terms and conditions of this Agreement.

         2.2      The Note shall mature on the Maturity Date and each Advance
from time to time outstanding thereunder shall bear interest at its Applicable
Interest Rate. The amount and date of each Advance, its Applicable Interest
Rate, its Interest Period, if applicable, and the amount and date of any
repayment shall be noted on Bank's records, which records will be conclusive
evidence thereof absent manifest error.

         2.3      Company may request an Advance under this Section 2 upon the
delivery to Bank of a Request for Advance executed by an authorized officer of
Company, subject to the following:

                                       10

<PAGE>

         (a)      each such Request for Advance shall set forth the information
                  required on the Request for Advance form annexed hereto as
                  Exhibit "C";

         (b)      each such Request for Advance shall be delivered to Bank by
                  3:00 p.m. (Detroit time) on the proposed date of Advance with
                  respect to Prime-based Advances, and by 12:00 p.m. (Detroit
                  time) three (3) Business Day prior to the proposed date of
                  Advance with respect to Eurodollar-based Advances;

         (c)      the principal amount of such Advance, plus the amount of any
                  outstanding indebtedness to be then combined therewith having
                  the same Applicable Interest Rate and Interest Period, if any,
                  shall be, in the case of Prime-based Advances at least
                  $100,000 and, in the case of a Eurodollar-based Advance, at
                  least $1,000,000 or any larger amount in $100,000 increments;

         (d)      on the proposed date of such Advance, after giving effect to
                  all Advances requested on that day, the principal amount of
                  such Advance, plus the sum of the amount of all other
                  outstanding Advances under this Section 2, shall not exceed
                  the Commitment;

         (e)      a Request for Advance, once delivered to Bank, shall not be
                  revocable by Company.

         (f)      each Request for Advance shall constitute a certification by
                  Company, as of the date hereof:

                  (i)      both before and after such Advance, the obligations
                           of the Loan Parties set forth in this Agreement and
                           the other Loan Documents to which such Persons are
                           parties are valid, binding and enforceable
                           obligations of such Persons;

                  (ii)     all conditions to Advances have been satisfied and
                           shall remain satisfied to the date of such Advance
                           (both before and after giving effect to such
                           Advance);

                  (iii)    there is no Default or Event of Default in existence,
                           and none will exist upon the making of such Advance
                           (both before and after giving effect to such
                           Advance);

                  (iv)     the representations and warranties contained in this
                           Agreement and the other Loan Documents are true and
                           correct in all material respects and shall be true
                           and correct in all material respects as of the making
                           of such Advance (both before and after giving effect
                           to such Advance), other than any representation or
                           warranty that expressly speaks only as of a different
                           date; and

                  (v)      the execution of such Request for Advance will not
                           violate the material terms and conditions of any
                           material contract, agreement or other borrowing of
                           Company.

                                       11

<PAGE>

         2.4      Bank may also, at its option, lend under this Section 2 upon
the telephone request of an authorized officer of Company and, in the event Bank
makes any such advance upon a telephone request, the requesting officer shall
fax to Bank, on the same day as such telephone request, a Request for Advance in
the form attached as Exhibit "C." Company hereby authorizes Bank to disburse
Advances under this Section 2 pursuant to the telephone instructions of any
person purporting to be an authorized officer of Company and, notwithstanding
any provision of this Agreement to the contrary, Company shall bear all risk of
loss resulting from disbursements made upon any telephone request. Each
telephone request for an Advance shall constitute a certification of the matters
set forth in clause (f) of Section 2.3. Company certifies that Schedule 2.4
lists all Company officers authorized to request Advances by telephone. Only
those officers specified on Schedule 2.4 (as amended or supplemented in a
writing or writings executed by Company and delivered by Company to Bank in
accordance with this Agreement), and no others, are authorized to make such
telephone requests. Any Advance made pursuant to such telephone request shall
only be deposited by Bank into Company's corporate bank account, Comerica Bank
Account Number 1840278004.

         2.5      Company may prepay all or part of the outstanding balance of
the Prime-based Advance(s) under the Note at any time. Upon three (3) Business
Days' prior notice to Bank, Company may prepay all or part of any
Eurodollar-based Advance, provided that the amount of any such partial
prepayment shall be at least $100,000 and the unpaid portion of such Advance
which is refunded or converted under Section 3.3 shall be subject to the
limitations of Section 2.3(c) hereof. Any prepayment of a Prime-based Advance or
a Eurodollar-based Advance made in accordance with this Section shall be without
premium, penalty or prejudice to Company's right to reborrow under the terms of
this Agreement subject, in the case of Eurodollar-based Advances, to the
provisions of Section 4.1 hereof.

         2.6      Proceeds of Advances under the Note shall be used for general
corporate purposes, including working capital and Permitted Acquisitions.

         2.7      (a) Provided that no Default or Event of Default has occurred
and is continuing, Company may, upon at least three (3) Business Days' prior
written notice to Bank, permanently reduce the Commitment in whole at any time,
or in part from time to time, without premium or penalty, provided that each
partial reduction of the Commitment shall be in an aggregate amount equal to at
least Ten Million Dollars ($10,000,000) or the aggregate remaining principal
amount of the Commitment, whichever is less.

         (a)      If at any time, the Company's Unencumbered Liquid Assets are
                  less than Two Hundred Million Dollars ($200,000,000), the
                  Commitment shall immediately, automatically and irrevocably
                  reduce to Fifty Million Dollars ($50,000,000).

         (b)      If the Commitment is reduced under Sections 2.7(a) or 2.7(b)
                  above, Company must prepay in accordance with the terms hereof
                  the amount, if any, by which the aggregate unpaid principal
                  amount of Advances exceeds the amount of the 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. If the
                  termination or reduction of the Commitment requires the
                  prepayment of a Eurodollar-based Advance on a day other than
                  the

                                       12

<PAGE>

                  last day of the then current Interest Period applicable to
                  such Advance, so long as no Default or Event of Default has
                  occurred and is continuing, Company, rather than immediately
                  prepaying the Advance, may deposit with the Bank cash
                  collateral acceptable to the Bank in an amount equal to the
                  prepayment and required interest payments (to the end of the
                  then current Interest Payment) to be applied to the Advance at
                  the end of that Interest Period. Reductions of the Commitment
                  will not be available for reinstatement by or readvance to the
                  Company and shall be permanent and irrevocable. If the Company
                  permanently reduces the Commitment to zero and has satisfied
                  all of its obligations under this Agreement, this Agreement
                  shall terminate (except for any provisions which, by their
                  terms, explicitly survive the termination of this Agreement
                  and the payment of obligations hereunder).

         3.       INTEREST, INTEREST PERIODS, CONVERSIONS, PREPAYMENTS.

         3.1      Interest. The Note and the Advances thereunder shall bear
interest from the date thereof on the unpaid principal balance thereof from time
to time outstanding, at a rate per annum equal to the Prime-based Rate or the
Eurodollar-based Rate, as the Company may elect subject to the provisions of
this Agreement. With respect to each Prime-based Advance, interest shall be
payable quarterly in arrears on the first Business Day of each March, June,
September and December, commencing on the first such Business Day following the
month during which such Advance is made, and at maturity (whether by
acceleration or otherwise). With respect to each Eurodollar-based Advance,
interest shall be payable on the last day of each Interest Period applicable
thereto. Notwithstanding the foregoing, from and after the occurrence of any
Event of Default and during the continuation thereof, the interest shall be
payable on demand, at a rate per annum equal to: (i) in the case of Prime-based
Advances, two percent (2%) above the Prime-based Rate; and (ii) in the case of a
Eurodollar-based Advance, two percent (2%) above the rate which would otherwise
be applicable under this Section 3.1 until the end of the then current Interest
Period, at which time such Advance shall bear interest at the rate provided for
in clause (i) of this Section 3.1. Interest on all Eurodollar-based Advances
shall be calculated on the basis of a 360-day year for the actual number of days
elapsed. Interest on all Prime-based Advances shall be calculated on the basis
of a 365 or 366 day year, as the case may be, for the actual number of days
elapsed. The interest rate with respect to any Prime-based Advance shall change
on the effective date of any change in the Prime-based Rate.

         3.2      Interest Periods. Each Interest Period for a Eurodollar-based
Advance shall commence on the date such Eurodollar-based Advance is made or is
converted from an Advance of another type pursuant to Section 3.3 hereof or on
the last day of the immediately preceding Interest Period for such
Eurodollar-based Advance, and shall end on the date one, two or three months
thereafter, as the Company may elect as set forth below, subject to the
following:

                  (i)      no Interest Period shall extend beyond the Maturity
                           Date; and

                  (ii)     any Interest Period which would otherwise end on a
                           day which is not a Business Day shall be extended to
                           the next succeeding Business Day unless the next
                           succeeding Business Day falls in another calendar
                           month, in which case, such Interest Period shall end
                           on the immediately preceding

                                       13

<PAGE>

                           Business Day and when an Interest Period begins on a
                           day which has no numerically corresponding day in the
                           calendar month during which such Interest Period is
                           to end, it shall end on the last Business Day of such
                           calendar month.

The Company shall elect the initial Interest Period applicable to a
Eurodollar-based Advance by its Request for Advance given to the Bank pursuant
to Section 2.3 or by its notice of conversion given to the Bank pursuant to
Section 3.3, as the case may be. Provided that no Default or Event of Default
shall have occurred and be continuing, the Company may elect to continue an
Advance as a Eurodollar-based Advance by giving irrevocable written, telephonic
or telegraphic notice thereof to the Bank, before 12:00 noon on the third
Business Day before the last day of the then current Interest Period applicable
to such Eurodollar-based Advance, specifying the duration of the succeeding
Interest Period therefor. If the Bank does not receive timely notice of the
election and the Interest Period elected by the Company, the Company shall be
deemed to have elected to convert such Eurodollar-based Advance to a Prime-based
Advance at the end of the then current Interest Period.

         3.3      Conversion of Advances. Provided that no Default or Event of
Default shall have occurred and be continuing, the Company may, on any Business
Day, convert any outstanding Advance into an Advance of another type in the same
aggregate principal amount, provided that any conversion of a Eurodollar-based
Advance shall be made only on the last Business Day of the then current Interest
Period applicable to such Advance. If the Company desires to convert an Advance,
it shall give the Bank written, telephonic or telegraphic notice, specifying the
date of such conversion, the Advances to be converted, the type of Advance
elected and, if the conversion is into a Eurodollar-based Advance, the duration
of the first Interest Period therefor, which notice shall be given not later
than 12:00 noon on the third Business Day before the applicable date of
conversion. Each notice of conversion described in this Section 3.3 shall
constitute and include a certification by the Company as of the date hereof as
to the matters set forth in clause (f) of Section 2.3.

         3.4      Prime-based Advance in Absence of Election or Upon Default.
If, (a) as to any outstanding Eurodollar-based Advance, Bank has not received
payment of all outstanding principal and accrued interest on the last day of the
Interest Period applicable thereto, or does not receive a timely Request for
Advance meeting the requirements of Section 2 hereof with respect to the
refunding or conversion of such Advance, or (b) subject to Section 3.1 hereof,
if on such day a Default or an Event of Default shall have occurred and be
continuing, then the principal amount thereof which is not then prepaid in the
case of a Eurodollar-based Advance shall be converted automatically to a
Prime-based Advance and the Bank shall thereafter promptly notify the Company of
said action.

         4.       SPECIAL PROVISIONS, CHANGES IN CIRCUMSTANCES AND YIELD
                  PROTECTION.

         4.1      If Company makes any payment of principal with respect to any
Eurodollar-based 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 after notice has been
given by Company to Bank in accordance with the terms hereof

                                       14

<PAGE>

requesting such Advance, or if Company fails to make any payment of principal or
interest when due in respect of a Eurodollar-based Advance, Company shall
reimburse Bank on demand for any resulting loss, cost or expense incurred by
Bank 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 Bank shall have funded or committed to fund
such Advance. Such amount payable by Company to Bank 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) over (b) the
amount of interest (as reasonably determined by Bank) which would have accrued
to Bank 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 Bank under this paragraph shall be made as though Bank shall
have actually funded or committed to fund the relevant Eurodollar-based 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 relevant Interest
Period; provided, however, that Bank may fund any Eurodollar-based Advance 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, Bank 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.

         4.2      For any Interest Period for which the Applicable Interest Rate
is the Eurodollar-based Rate, if Bank shall designate a Eurodollar Lending
Office which maintains books separate from those of the rest of Bank, Bank shall
have the option of maintaining and carrying the relevant Advance on the books of
such Eurodollar Lending Office.

         4.3      If with respect to any Interest Period Bank reasonably
determines that, by reason of circumstances affecting the foreign exchange and
interbank markets generally, deposits in Eurodollars in the applicable amounts
are not being offered to the Bank for such Interest Period, then Bank shall
forthwith give notice thereof to the Company. Thereafter, until Bank notifies
Company that such circumstances no longer exist, the obligation of Bank 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.

         4.4      If, after the date hereof, the introduction or implementation
of, or any change in, any applicable law, rule or regulation or in the
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof, or compliance by Bank (or its
Eurodollar Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, shall make it unlawful or impossible
for the Bank (or its Eurodollar Lending Office) to honor its obligations
hereunder to make or maintain any Advance, Bank shall forthwith give notice
thereof to Company. Thereafter (a) the obligations of Bank to make
Eurodollar-based Advances and the right of Company to convert an Advance or
refund an Advance as a Eurodollar-based Advance shall be suspended and
thereafter Company may select only the Prime-based Rate as the Applicable
Interest Rate, and (b) if Bank may not lawfully continue to maintain a
Eurodollar-based Advance to the end of the then current Interest Period

                                       15

<PAGE>

applicable thereto, the Prime-based Rate shall be the Applicable Interest Rate
for the remainder of such Interest Period.

         4.5      If the adoption or implementation after the date hereof, or
any change after the date hereof in, any applicable law, rule or regulation of
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by Bank (or its
Eurodollar Lending Office) 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 Bank (or its Eurodollar Lending Office) to any
                  tax, duty or other charge with respect to any Advance or the
                  Note or shall change the basis of taxation of payments to Bank
                  (or its Eurodollar Lending Office) of the principal of or
                  interest on any Advance or the 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 of Bank or its
                  Eurodollar Lending Office imposed by any jurisdiction in which
                  Bank is organized or engaged in business); 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 Bank (or its Eurodollar
                  Lending Office) or shall impose on Bank (or its Eurodollar
                  Lending Office) or the foreign exchange and interbank markets
                  any other condition affecting any Advance or the Note;

and the result of any of the foregoing is to increase the costs to Bank of
maintaining any part of the indebtedness hereunder or to reduce the amount of
any sum received or receivable by Bank under this Agreement or under the Note,
by an amount deemed by the Bank to be material, then Bank shall promptly notify
Company of such fact and demand compensation therefor and, within fifteen (15)
days after demand by Bank, Company agrees to pay to Bank such additional amount
or amounts as will compensate Bank for such increased cost or reduction. Bank
will promptly notify Company of any event of which it has knowledge which will
entitle Bank to compensation pursuant to this Section. Bank will deliver a
certificate to Company setting forth the basis for determining such additional
amount or amounts necessary to compensate Bank, which certificate shall be
conclusively presumed to be correct save for manifest error. Bank agrees that,
as promptly as practical after it becomes aware of the occurrence of any event
or the existence of a condition that will cause Bank to be entitled to
compensation under this Section, it will, to the extent not inconsistent with
Bank's internal policies, use reasonable efforts to make, fund or maintain any
affected Eurodollar-based Advance through another lending office of Bank if as a
result thereof the additional monies which would otherwise be required to be
paid in respect of such Eurodollar-based Advance would be materially reduced and
if, as determined by Bank, in its reasonable discretion, the making, funding or
maintaining of such Eurodollar-based Advance through such other lending office
would not materially adversely affect such Advance or Bank. Company shall pay
all reasonable expenses incurred by Bank in utilizing another lending office
pursuant to this Section.

                                       16

<PAGE>

         4.6      In the event that at any time after the date of this Agreement
any change in law such as described in Section 4.5 hereof, shall, in the
reasonable opinion of Bank require that the credit provided under Section 2 of
this Agreement be treated as an asset or otherwise be included for purposes of
calculating the appropriate amount of capital to be maintained by Bank or any
corporation controlling Bank and such change has or would have the effect of
reducing the rate of return on Bank's or Bank's parent's capital or assets as a
consequence of Bank's obligations hereunder to a level below that which Bank or
Bank's parent would have achieved but for such change, then Bank shall notify
Company and demand compensation therefor and, within five (5) days after demand
by Bank, Company agrees to pay to Bank such additional amount or amounts as will
compensate Bank for such reduction. Bank will promptly notify Company of any
event of which it has knowledge which will entitle Bank to compensation pursuant
to this Section. A certificate of Bank setting forth the basis for determining
such additional amount or amounts necessary to compensate Bank shall be
conclusively presumed to be correct save for manifest error.

         5.       CONDITIONS

         5.1      The effectiveness of this Agreement and the Bank's obligation
to make any Advances under it are conditioned on Company's furnishing to Bank,
in form and substance to be reasonably satisfactory to Bank, (i) certified
copies of resolutions of the boards of directors or partners, as applicable, of
each Loan Party evidencing approval of the transactions contemplated hereunder
and authorizing the execution and delivery of the Loan Documents, and in the
case of the Company, the requests of Advances hereunder, including incumbency
and signatures of authorized officers of the applicable Loan Party; (ii) a
certificate of good standing from the state of each Loan Party's organization
and from the state(s) in which any of them are required to be qualified to do
business; (iii) copies of each Loan Party's articles of incorporation and bylaws
or other constitutional documents, as in effect on the Effective Date and (iv)
such other documents and instruments as Bank may reasonably require.

         5.2      The effectiveness of this Agreement and the Bank's obligation
to make any Advances under it are conditioned on Company's furnishing, executing
and delivering to Bank, or causing to be furnished, executed and delivered to
Bank, the Guaranty, in form to be satisfactory to Bank and supported by
appropriate resolution in certified form authorizing same.

         5.3      On the date of execution of this Agreement, Company must pay
to Bank the balance of any fees payable under the terms of the commitment letter
dated January 17, 2003 from Bank to Company, as amended.

         5.4      The effectiveness of this Agreement and the Bank's obligation
to make any Advances under it are conditioned on the Bank's receiving evidence
satisfactory to it that the Company and the Subsidiaries have obtained the
insurance policies required by Section 7.3 hereof and that such insurance
policies are in full force and effect.

         5.5      The effectiveness of this Agreement and the Bank's obligation
to make any Advances under it are conditioned on the Loan Parties (and any of
their respective Subsidiaries or Affiliates) having each performed and complied
in all material respects with all agreements and conditions contained in this
Agreement, other Loan Documents, or any agreement or other

                                       17

<PAGE>

document executed thereunder and required to be performed or complied with by
each of them (as of the applicable date) and none of such parties shall be in
material default in the performance or compliance with any of the terms or
provisions hereof or thereof.

         5.6      The effectiveness of this Agreement and the Bank's obligation
to make any Advances under it are conditioned on the Loan Parties' furnishing to
Bank opinions of counsel to the Loan Parties, dated the Effective Date and
covering such matters as reasonably required by and otherwise reasonably
satisfactory in form and substance to the Bank.

         5.7      The effectiveness of this Agreement and the Bank's obligation
to make the initial Advance under it are conditioned on the Bank's having
received, a certificate of an authorized officer of the Company dated the date
of the making such Advance hereunder, stating that to the best of his or her
knowledge after due inquiry, (a) the conditions set forth in this Section 5 have
been satisfied; (b) the representations and warranties made by Loan Parties in
this Agreement or any of the other Loan Documents, 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 Effective Date; (c) no Default or Event of
Default shall have occurred and be continuing; and (d) since March 31, 2002 or
the date of the most recent fiscal year end for which Bank has received the
financial statements required to be delivered under Section 7.1(a), whichever is
later, nothing shall have occurred which the Bank shall reasonably determine has
had, or could reasonably be expected to have, a Material Adverse Effect.

         5.8      If the Effective Date has not occurred on or before May 16,
2003, this Agreement shall lapse and be of no further force and effect.

         5.9      The obligations of the Bank to make Advances (including the
initial Advance) under this Agreement shall be subject to the occurrence of the
Effective Date and to the continuing conditions that:

         (a)      No Default or Event of Default shall exist as of the date of
                  the Advance;

         (b)      Subject to Section 5.9(c) below, Company and its Subsidiaries
                  shall be in compliance with the Negative Covenants set forth
                  in Section 8 at the time of and after giving effect to the
                  Advance, it being understood that failure to so comply is not
                  a Default or an Event of Default so long as no Indebtedness is
                  outstanding under this Agreement;

         (c)      Company and its Subsidiaries shall have been in compliance
                  with Sections 8.2, 8.3, 8.5 and 8.12 for the entire period
                  from the date of this Agreement to the date of the requested
                  Advance except to the extent such compliance shall have been
                  waived in writing by Bank in accordance with this Agreement,
                  provided that, for purposes of this Section 5.9, the Company
                  and its Subsidiaries shall be deemed to have been in
                  compliance with Sections 8.2 and 8.3 during such period if
                  they would have been in such compliance had the limitations in
                  clauses (i) and (ii) of paragraph (g) of the definition of
                  Permitted Acquisition each been $200,000,000, rather than
                  $50,000,000 and $100,000,000, respectively, it being
                  understood that,

                                       18

<PAGE>

                  in any event, failure to so comply is not a Default or Event
                  of Default so long as no Indebtedness is outstanding under
                  this Agreement; and

         (d)      Each of the representations and warranties contained in this
                  Agreement and in each of the other Loan Documents shall be
                  true and correct in all material respects as of the date of
                  the Advance as if made on and as of such date (other than any
                  representation or warranty that expressly speaks only as of a
                  different date).

         6.       REPRESENTATIONS AND WARRANTIES

         Company represents and warrants and such representations and warranties
shall be deemed to be made on the date of this Agreement, the date of each
Request for Advance and the date of each Advance.

         6.1      Each Loan Party is a corporation (or other business entity)
duly organized and existing in good standing under the laws of the state of its
organization; each Loan Party is in good standing in each jurisdiction in which
it is required to be qualified to do business, except where the failure to be so
qualified would not have a Material Adverse Effect.

         6.2      Execution, delivery and performance of the applicable Loan
Documents to which any such Loan Party is a party, are within its powers, having
been duly authorized, are not in contravention of law or such Loan Party's
organizational documents or of the unwaived terms of any indenture, agreement or
undertaking to which such Loan Party is a party or by which it is bound, and do
not require the consent or approval of any governmental body, agency or
authority; and the Loan Documents and other documents and instruments required
under thereunder, when issued and delivered, will be valid and binding on such
Loan Party in accordance with their terms.

         6.3      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 any Loan Party, the outcome of which would
reasonably be expected to have a Material Adverse Effect.

         6.4      There are no security interests in, liens, mortgages, or other
encumbrances on any of Company's or any Subsidiary's assets, except to Bank or
as otherwise permitted by this Agreement.

         6.5      Neither Company nor any Subsidiary maintains or contributes to
any employee pension benefit plan subject to Title IV of ERISA, except those set
forth in attached Schedule 6.5 (each, a "Pension Plan"). There was no material
unfunded past service liability of any Pension Plan maintained by the Company as
of March 31, 2002, and there is no "accumulated funding deficiency" within the
meaning of Section 302 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.

         6.6      The financial statements of Company for the fiscal year ended
March 31, 2002 as filed with the SEC and previously furnished by Company to
Bank, fairly present in all material respects the financial condition of Company
and its consolidated Subsidiaries as of such date;

                                       19

<PAGE>

since said date there has been no material adverse change in the financial
condition of Company and its consolidated Subsidiaries taken as a whole; to the
best of the knowledge of Company's officers, Company does not have any material
contingent obligations (including any liability for taxes) not disclosed by or
reserved against those financial statements, and at the present time there are
no material unrealized or anticipated losses from any present commitment of
Company or any of its Subsidiaries.

         6.7      All tax returns and tax reports of Company and its
Consolidated Subsidiaries required by law to have been filed have been duly
filed or extensions obtained, or requested within permitted deadlines 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 and its
consolidated Subsidiaries (or any of its or their properties) which are due and
payable and for which the failure to pay would materially adversely affect its
business or the value of its property or assets have been paid. The charges,
accruals and reserves on the books of Company in respect of the Federal income
tax for all periods are adequate in the opinion of Company.

         6.8      As of the date of this Agreement the Company has no
Subsidiaries other than those listed in Schedule 6.8.

         6.9      Except as set forth in Schedule 6.9 and except for such
matters as are not likely to have a Material Adverse Effect:

         (a)      all facilities and property owned or leased by the Loan
                  Parties or any of their respective Subsidiaries, are in
                  material compliance with all Environmental Laws;

         (b)      to the best knowledge of the Company, there have been no
                  unresolved and outstanding past, and there are no pending or
                  threatened

                  (i)      claims, complaints, notices or requests for
                           information received by any Loan Party or any of
                           their respective Subsidiaries with respect to any
                           alleged violation of any Environmental Law, or

                  (ii)     written complaints, notices or inquiries to any Loan
                           Party or any of their respective Subsidiaries
                           regarding potential liability of the Loan Parties or
                           any of their respective Subsidiaries under any
                           Environmental Law; and

         (c)      to the knowledge of the Company, no conditions exist at, on or
                  under any property now or previously owned or leased by the
                  Loan Parties or any of their respective Subsidiaries which,
                  with the passage of time, or the giving of notice or both,
                  would give rise to liability of the Loan Parties or any of
                  their respective Subsidiaries under any Environmental Law.

         6.10     Neither the Company nor any of its Subsidiaries is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended. Company is not 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

                                       20

<PAGE>

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.       AFFIRMATIVE COVENANTS

         Company covenants and agrees that it will and, as applicable, it will
cause its Subsidiaries to, so long as Bank may make any Advance under this
Agreement (regardless of whether any Indebtedness is outstanding under this
Agreement) and thereafter until the irrevocable final payment in full of the
Indebtedness and the performance by the Loan Parties of all other obligations
under this Agreement and the other Loan Documents:

         7.1      Furnish Bank:

         (a)      as soon as available, but in any event within ninety-five (95)
                  days after the end of each fiscal year of the Company) a copy
                  of the audited Consolidated financial statements of Company
                  and its Subsidiaries as at the end of such year and the
                  related audited statements of income, accumulated earnings,
                  and cash flows for such year and underlying assumptions,
                  setting forth in each case in comparative form the figures for
                  the previous year, with an opinion satisfactory to the Bank
                  and certified as being fairly stated in all material respects
                  by a nationally recognized certified public accounting firm
                  reasonably satisfactory to the Bank (including Company's
                  current auditors, Deloitte & Touche, LLP), it being understood
                  and agreed that the delivery by Company of the Company's form
                  10-K as filed with the Securities and Exchange Commission
                  ("SEC") for the respective fiscal year and within ninety (90)
                  days after the close thereof shall satisfy the provisions of
                  this clause (a) to the extent that such form 10-K contains the
                  information and/or certification required to be delivered
                  pursuant to this clause (a) and, to the extent that any such
                  information and/or certification is not otherwise contained in
                  such form 10-K, such information and/or certification shall be
                  delivered together with the respective form 10-K;

         (b)      as soon as available, but in any event not later than fifty
                  (50) days after the end of each fiscal quarter of Company,
                  Company prepared unaudited Consolidated financial statements
                  of Company and its Subsidiaries as at the end of such fiscal
                  quarter and the related unaudited statements of income,
                  accumulated earnings and cash flows of Company and its
                  Subsidiaries for the portion of the fiscal year through the
                  end of such fiscal quarter, setting forth in each case in
                  comparative form the figures for the previous year, and
                  certified by Company; it being understood and agreed that the
                  delivery by Company of the Company's form 10-Q as filed with
                  the SEC for the respective fiscal quarter and within forty
                  five (45) days after the close thereof shall satisfy the
                  provisions of this clause (b) to the extent that such form
                  10-Q contains the information and/or certification required to
                  be delivered pursuant to this clause (b) and, to the extent
                  that any such information and/or certification is not
                  otherwise contained in such form 10-Q,

                                       21

<PAGE>

                  such information and/or certification shall be delivered
                  together with the respective form 10-Q;

         (c)      as soon as available, but in any event not later than fifteen
                  (15) days after and as of the end of each month a Liquidity
                  Certificate in the form attached as Exhibit "D";

         (d)      concurrently with the delivery of each of the financial
                  statements required by Section 7.1(a) and (b) hereof, a
                  statement prepared and certified by the chief financial
                  officer of Company (or in such officer's absence, a
                  responsible senior officer of Company) (i) setting forth all
                  computations necessary to show compliance by Company with the
                  financial covenant contained in Section 7.10 hereof, (ii)
                  stating that as of the date thereof, no condition or event
                  which constitutes a Default hereunder or which with the
                  running of time and/or the giving of notice would constitute
                  an 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 with respect
                  thereto taken or contemplated to be taken by Company and (iii)
                  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; and

         (e)      promptly, and in form to be reasonably satisfactory to Bank,
                  such other information as Bank may reasonably request from
                  time to time;

all such financial statements required to be delivered under this Section 7.1 to
be complete and correct in all material respects and to be prepared in
reasonable detail and in accordance with GAAP throughout the periods reflected
therein and consistent with prior periods (except as approved by such officer
and disclosed therein).

         7.2      Pay and discharge, and cause 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 except (i) where the failure to do so would not reasonably be expected
to have a Material Adverse Effect or (ii) to the extent only that such payment
is being contested in good faith by appropriate proceedings and reserves in
conformity with GAAP with respect thereto have been provided upon the books of
the Company, provided that, in any event, the Company will, and will cause its
Subsidiaries to pay any such tax, charge or other obligation prior to the
commencement of any proceeding to foreclose any lien securing the same.

         7.3      (a) Keep all property material to its business in working
order and (b) maintain, and cause its Subsidiaries to maintain, insurance
coverage on their physical assets and against other business risks in such
amounts and of such types as are consistent with past practice of Company 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.

                                       22

<PAGE>

         7.4      Upon reasonable advance notice (unless a Default or Event of
Default has occurred and is continuing in which event such notice shall not be
required) and during normal business hours, permit Bank, through its authorized
attorneys, accountants and representatives, to examine Company's and each
Subsidiary's books, accounts, records, ledgers and assets of every kind and
description at all reasonable times upon oral or written request of Bank, and to
visit all of their respective offices and discuss financial matters with their
respective officers and independent certified public accountants. Company hereby
authorizes such accountants to discuss the finances and affairs of the Loan
Parties and to examine any of its or their books and other corporate records.

         7.5      Promptly notify Bank of any condition or event which
constitutes a Default or with the running of time and/or the giving of notice
would constitute an Event of Default under this Agreement, and promptly inform
Bank of the existence or occurrence of any condition or event (other than
conditions having an effect on the economy in general) which could reasonably be
expected to have a Material Adverse Effect.

         7.6      Promptly notify Bank of any litigation or other proceeding
before any court or administrative agency that arises, or to the knowledge of
the officers of Company is threatened against any Loan Party after the Effective
Date, the outcome of which would reasonably be expected to have a Material
Adverse Effect.

         7.7      Maintain, and cause its Subsidiaries to maintain, in good
standing all licenses required by their respective states of organization or any
agency thereof, or other governmental authority that may be necessary or
required for Company and its Subsidiaries to carry on its general business
objects and purposes, except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect.

         7.8      Continue to engage in the business as substantially now
conducted by the Company and its Subsidiaries and businesses related thereto and
preserve, renew and keep in full force and effect its existence and comply with
all contractual obligations, except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         7.9      Comply, and cause its Subsidiaries to comply, in all material
respects, with all material requirements imposed by ERISA as presently in effect
or hereafter promulgated, including but not limited to, the minimum funding
standards under Section 302 of ERISA with respect to any Pension Plan and
promptly notify Bank 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 (other than any defined
                  contribution plan not subject to ss.412 of the Internal
                  Revenue Code of 1986, as amended and any multi-employer plan);

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

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

                                       23

<PAGE>

         (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 1986, as amended;

         (e)      the withdrawal of Company or any Subsidiary from a
                  "multi-employer" plan, as so defined in Section 4001(a)(3) of
                  ERISA; or

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

         7.10     Maintain as of the end of each fiscal quarter of Company,
Consolidated Net Worth of not less than One Billion Dollars ($1,000,000,000).

         7.11     (a) Use and operate all of its facilities and properties in
material compliance with all Environmental Laws, keep all necessary permits,
approvals, certificates, licenses and other authorizations under Environmental
Laws in effect and remain in material compliance therewith, and handle all
Hazardous Materials in material compliance with all applicable Environmental
Laws except where the failure to do so would not reasonably be expected to have
a Material Adverse Effect;

         (b)      Promptly notify Bank and provide copies upon receipt of all
                  written claims, complaints, notices or inquiries received by
                  the Company or any of its Subsidiaries of a material nature
                  relating to its facilities and properties or compliance with
                  Environmental Laws, and shall promptly cure all violations of
                  or noncompliance with all Environmental Laws to the extent
                  that such violations could reasonably be likely to have a
                  Material Adverse Effect and shall have dismissed with
                  prejudice to the satisfaction of the Bank any actions and
                  proceedings relating to compliance with Environmental Laws to
                  which Company or any of its Subsidiaries is named a party,
                  other than such actions or proceedings being contested in good
                  faith and with the establishment of a reasonable reserve;

         (c)      To the extent necessary to materially comply with
                  Environmental Laws, remediate or monitor contamination arising
                  from a release or disposal of Hazardous Material; and

         (d)      Provide such information and certifications which Bank may
                  reasonably request from time to time to evidence compliance
                  with this Section 7.11.

         7.12     Use all Advances as set forth in Section 2.6.

         7.13     Promptly after any Subsidiary (including any Subsidiary formed
or acquired after the date of execution and delivery of this Agreement) that is
not a Guarantor becomes a Material Wholly Owned Domestic Subsidiary of the
Company, the Company must cause each such Subsidiary to execute and deliver to
Bank a joinder to the Guaranty under which such Subsidiary becomes a Guarantor
under the Guaranty, together with such other documentation as Bank may
reasonably require, not later than the date upon which such transaction is
consummated.

         8.       NEGATIVE COVENANTS

                                       24

<PAGE>

         Company covenants and agrees that, so long as any Indebtedness remains
outstanding under this Agreement, it will not, and will cause its Subsidiaries
not to, without the prior written consent of Bank (it being understood that the
Company shall not be obligated under this Section 8 at any time no Indebtedness
is outstanding under this Agreement):

         8.1      Create, incur, assume, suffer or permit to exist any Debt,
                  except:

         (a)      Indebtedness to Bank;

         (b)      unsecured trade payables and accrued liabilities arising in
                  the ordinary course of Company's business (including, without
                  limitation, obligations under operating leases);

         (c)      Debt described in the attached Schedule 8.1;

         (d)      Debt under Hedging Transactions entered into with respect to
                  Debt permitted under this Section 8.1;

         (e)      Intercompany loans between the Company and the Guarantors or
                  among any Guarantors to the extent permitted by Section
                  8.8(d);

         (f)      Intercompany loans from Company or any Guarantor to any
                  Foreign Subsidiary to the extent permitted by Section 8.8(e);

         (g)      purchase money Debt incurred in connection with the
                  acquisition of fixed assets in an aggregate amount not
                  exceeding $25,000,000 at any time outstanding, and any
                  renewals or refinancing of such Debt in amounts not exceeding
                  the scheduled amounts (less any required amortization
                  according to the terms thereof), on substantially the same
                  terms as in effect on the Effective Date and otherwise in
                  compliance with this Agreement, provided that no Default or
                  Event of Default has occurred and is continuing, both before
                  and after giving effect to the incurrence thereof;

         (h)      Debt consisting of Guarantee Obligations of Company and its
                  Subsidiaries of other Debt of the Company and its Subsidiaries
                  otherwise permitted to be incurred under this Section 8.1;

         (i)      Debt under Hedging Transactions (other than those permitted
                  under clause (d) above) providing protection against
                  fluctuations in currency values in connection with the
                  Company's or any of its Subsidiaries' operations so long as
                  management of the Company or such Subsidiary, as the case may
                  be, has determined in good faith that the entering into of
                  such Hedging Transactions are bona fide hedging activities and
                  are not for speculative purposes;

         (j)      Debt of a Subsidiary existing at the time of a Permitted
                  Acquisition thereof by the Company or a Subsidiary thereof (or
                  Debt assumed at the time of such an acquisition of an asset
                  securing such Debt), provided that such Debt was not incurred
                  in connection with, or in contemplation of, such acquisition;

                                       25

<PAGE>

         (k)      Debt arising from the honoring by a bank or other financial
                  institution of a check, draft or similar instrument
                  inadvertently (except in the case of daylight overdrafts)
                  drawn against insufficient funds in the ordinary course of
                  business, so long as such Debt not otherwise constituting Debt
                  permitted under this Section 8.1 is extinguished within five
                  Business Days of the incurrence thereof;

         (l)      Debt in respect of bid, performance, advance payment or surety
                  bonds entered into in the ordinary course of business and
                  consistent with past practices;

         (m)      Debt resulting from mechanics', materialmen's and other
                  similar liens that arise by operation of law in connection
                  with goods and services delivered as part of the construction
                  and furnishing of Company's new headquarters building, in
                  Detroit, Michigan, provided, however, that the aggregate
                  amount of such Debt with respect to any such goods and
                  services does not exceed One Hundred Million Dollars
                  ($100,000,000); and provided further that no more than Ten
                  Million ($10,000,000) of such Debt is past due at any time,
                  and that any such past due Debt is being contested in good
                  faith with provision for adequate reserves;

         (n)      Guarantee Obligations of Company or any Subsidiary in the
                  ordinary course of business of the performance of third
                  parties acting as subcontractors to Company or any Subsidiary
                  under contracts between Company and its customers and/or
                  contracts between any Subsidiary and its customers;

         8.2      Enter into any merger or consolidation or sell, lease, assign,
transfer, or dispose of all, substantially all, or any part of its assets,
except:

         (a)      sales of inventory in the ordinary course of its business;

         (b)      sale or other disposition of obsolete or worn out property,
                  property no longer useful in the conduct of Company's or a
                  Subsidiary's business or property from closed offices;

         (c)      mergers or consolidations of any Subsidiary with or into
                  Company (so long as Company shall be the continuing or
                  surviving entity) or with or into any other Subsidiary,
                  provided that such Subsidiary is a Wholly-owned Subsidiary and
                  shall be the continuing or surviving entity;

         (d)      Assets sales permitted by Section 8.5;

         (e)      Asset Sales in which the sales price is at least the fair
                  market value of the assets sold and the aggregate amount of
                  such Asset Sales is less than $25,000,000 in any fiscal year;

         (f)      sale by Company of Company's headquarters building located at
                  31440 Northwestern Highway, Farmington Hills, Michigan 48334
                  and its building located at 33200 West Fourteen Mile Road,
                  West Bloomfield, Michigan 48322 in connection with Company's
                  relocation of its headquarters to Detroit, Michigan; and

                                       26

<PAGE>

         (g)      mergers or consolidations in connection with Permitted
                  Acquisitions.

         8.3      Other than Permitted 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 (or other ownership interests) of any corporation, trusteeship or
association, or any business or going concern, or in any other manner effect or
attempt to effectuate an expansion of present business by acquisition.

         8.4      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)      to Bank;

         (b)      Permitted Liens;

         (c)      liens described in attached Schedule 8.4;

         (d)      liens and security interests securing Debt permitted by
                  Section 8.1(g) provided that (i) such liens are created upon
                  fixed assets acquired by Company after the date of this
                  Agreement (including by virtue of a Capitalized Lease); (ii)
                  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;
                  (iii) the principal amount of the indebtedness secured by such
                  lien does not exceed 100% of the fair value of the property at
                  the time it was acquired; (iv) the lien or security interest
                  does not cover any property other than such item of property
                  and (v) the aggregate amount of such liens and security
                  interests does not at any time exceed $25,000,000;

         (e)      leases or subleases granted to other Persons not materially
                  interfering with the conduct of the business of the Company or
                  any of its Subsidiaries;

         (f)      Liens arising from precautionary UCC financing statement
                  filings regarding operating leases;

         (g)      Liens arising out of the existence of judgments or awards not
                  constituting an Event of Default under Section 9.1(g),
                  provided that the aggregate amount of all cash and the fair
                  market value of all other property pledged or deposited to
                  secure all such judgments or awards shall not exceed
                  $25,000,000 at any time outstanding;

         (h)      any lien existing on any property or asset prior to the
                  acquisition thereof by the Company or any Subsidiary of the
                  Company or existing on any property or asset of any Person
                  that becomes a Subsidiary of the Company after the Effective
                  Date prior to the time such Person becomes a Subsidiary of the
                  Company, provided that (i) such lien is not created in
                  contemplation of or in connection with such acquisition or
                  such Person becoming a Subsidiary of the Company, as the case
                  may be, (ii) such lien shall not apply to any other property
                  or assets of the

                                       27

<PAGE>

                  Company or any Subsidiary of the Company and (iii) such Lien
                  shall secure only those obligations which it secures on the
                  date of such acquisition or the date such Person becomes a
                  Subsidiary of the Company, as the case may be and extensions,
                  renewals and replacements thereof that do not increase the
                  outstanding principal amount thereof;

         (i)      other liens incidental to the conduct of the business or the
                  ownership of the assets of the Company or any Subsidiary that
                  either (i) (a) were not incurred in connection with borrowed
                  money and (b) do not secure obligations in excess of
                  $10,000,000 in the aggregate for all such liens or (ii) were
                  created by operation of law in connection with goods and
                  services delivered as part of the construction of Company's
                  new headquarters building.

         8.5      Sell, assign, transfer or confer a security interest in any
account, contract, note, trade acceptance or other receivable, except to Bank
and except for sales of such accounts, contracts, notes, trade acceptances or
other receivables, the collectability of which Company has determined to be
impaired, as part of Company's commercially reasonable procedures for managing
its collections.

         8.6      Materially alter the character of its business from that
conducted as of the date of this Agreement.

         8.7      Enter into or allow to continue to exist any transaction or
series of transactions with any Affiliate other than on terms and conditions as
favorable to Company as would be obtainable in a comparable arms-length
transaction with a Person other than an Affiliate; provided, however, that
transactions with Affiliates described in the attached Schedule 8.7, in place on
the date of this Agreement may continue to exist and may be extended or renewed
by Company (or a subsidiary, as appropriate) on terms substantially the same as
those currently in effect, notwithstanding the terms of this Section 8.7.

         8.8      Make or allow to remain outstanding any investment (whether
such investment shall be of the character of investment in shares of stock,
evidence of indebtedness or other securities or otherwise) in, or any loans or
advances or extensions of credit to, any person, firm, corporation or other
entity or association, except any of the following:

         (a)      investments of surplus cash in Cash Equivalents;

         (b)      sales on open account and in the ordinary course of business;

         (c)      deposits made in the ordinary course of business in order to
                  obtain goods or services;

         (d)      intercompany loans, advances and investments in Guarantors or
                  by any one or more Guarantors in Company;

         (e)      intercompany loans, advances and investments in Foreign
                  Subsidiaries not exceeding $50,000,000 in the aggregate at any
                  time outstanding;

                                       28

<PAGE>

         (f)      other loans, advances and investments not exceeding
                  $25,000,000 in the aggregate at any time outstanding;

         (g)      Permitted Acquisitions; and

         (h)      Hedging Transactions.

         8.9      Enter into or become or remain subject to any agreement, other
than this Agreement and any other agreement with respect to Debt permitted under
Section 8.1(g) (but only with respect to assets acquired with such Debt), (i)
prohibiting the creation or assumption of any lien or encumbrance upon the
properties or assets of Company or any Subsidiary or (ii) requiring an
obligation to become secured (or further secured) if another obligation is
secured or further secured.

         8.10     Directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on (a) the ability of
any Subsidiary of the Company to pay dividends or make any other distributions
on its capital stock or any other interest or participation in its profits owned
by the Company or any Subsidiary of the Company, or pay any Debt owed to the
Company or any Subsidiary of the Company, (b) the ability of any Subsidiary of
the Company to make loans or advances to the Company or any Subsidiary of the
Company, (c) the ability of any Subsidiary of the Company to transfer any of its
properties or assets to the Company or any Subsidiary of the Company.

         8.11     Amend, modify or otherwise alter any of the material terms and
conditions of those documents or instruments evidencing or otherwise related to
any Debt set forth on Schedule 8.1, or waive (or permit to be waived) any
provision thereof in any material respect or allow any such amendment,
modification or alteration to remain in effect, in each case without the prior
written approval of Bank.

         8.12     Make, permit or consent to any amendment or other modification
to the constitutional documents of any of the Loan Parties except to the extent
that any such amendment (i) does not violate the terms and conditions of this
Agreement or any of the other Loan Documents, and (ii) could not reasonably be
expected to have a Material Adverse Effect.

         8.13     Permit the fiscal year of the Company to end on a day other
than March 31.

         9.       EVENTS OF DEFAULT

         9.1      The occurrence of any of the following events shall constitute
an Event of Default hereunder:

         (a)      non-payment when due of (i) the principal or interest on the
                  Indebtedness under this Agreement, or (ii) any fees or other
                  amounts payable by Company hereunder, and in the case of
                  interest payments and fees, continuance thereof for three (3)
                  Business Days;

         (b)      default in the observance or performance of any of the
                  conditions, covenants or agreements of Company set forth in
                  Sections 7.1(a) through (d), 7.2, 7.3(b), 7.4,

                                       29

<PAGE>

                  7.5, 7.6, 7.8, 7.10, 7.12, 7.13 or Section 8 in its entirety
                  it being understood, for the avoidance of doubt, that failure
                  to comply with the terms of Section 8 at any time no
                  Indebtedness is outstanding hereunder is not an Event of
                  Default;

         (c)      default in observance or performance of any of the conditions,
                  covenants or agreements of Company herein set forth in
                  Sections 7.3(a), 7.7 and continuance thereof for fifteen (15)
                  days after notice or when a senior officer of the Company
                  obtains knowledge thereof;

         (d)      default in the observance or performance of any of the other
                  conditions, covenants or agreements of Company herein set
                  forth, and continuance thereof for a period of thirty (30)
                  days after notice or when a senior officer of the Company
                  obtains knowledge thereof;

         (e)      any representation or warranty made by Company or any other
                  Loan Party herein or in any instrument submitted pursuant
                  hereto proves untrue in any material adverse respect when made
                  or deemed made;

         (f)      default in the payment of any other obligation of any Loan
                  Party for borrowed money in an aggregate amount in excess of
                  Twenty Five Million Dollars ($25,000,000) individually or in
                  the aggregate when due (whether by acceleration or otherwise)
                  and continuance thereof beyond any applicable period of cure,
                  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 Twenty Five Million Dollars ($25,000,000)
                  individually or in the aggregate when due (whether by
                  acceleration or otherwise) which continues beyond any
                  applicable period of cure and which is sufficient to permit
                  the holder thereof to accelerate the maturity of such
                  obligation;

         (g)      judgments for the payment of money in excess of the sum of
                  Twenty Five Million Dollars ($25,000,000) in the aggregate
                  shall be rendered 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 twenty one
                  (21) consecutive days from the date of its entry and such
                  judgment is not covered by insurance from a solvent insurer
                  who is defending such action without reservation of rights;

         (h)      the occurrence of any event, which is determined by the PBGC
                  to constitute grounds for termination by the PBGC of any
                  Pension Plan of Company or any Subsidiary or for the
                  appointment by the appropriate United States District Court of
                  a trustee to administer such plan, and such event is not
                  corrected and such determination is not revoked within sixty
                  (60) days after notice thereof has been given to the plan
                  administrator or Company or the applicable Subsidiary; or the
                  institution of proceedings by the PBGC to terminate any such
                  Pension Plan or to appoint a trustee to administer such plan;
                  or the appointment of a trustee by the appropriate United
                  States District Court to administer any such Pension Plan.

         (i)      a Change of Control shall occur;

                                       30

<PAGE>

         (j)      if the Guaranty is revoked or the validity, binding effect or
                  enforceability of any provision thereof is challenged by any
                  Loan Party;

         (k)      any Loan Party shall be dissolved or liquidated (or any
                  judgment, order or decree therefor shall be entered). If a
                  creditors' committee shall have been appointed for the
                  business of the any Loan Party; or if any Loan Party shall
                  have made a general assignment for the benefit of creditors or
                  shall have been adjudicated bankrupt and if not an
                  adjudication based on a filing by Company it shall not have
                  been dismissed within sixty (60) days, or shall have filed a
                  voluntary petition in bankruptcy or for reorganization or to
                  effect a plan or arrangement with creditors or shall fail to
                  pay or admits in writing its inability or refusal to pay, its
                  debts generally as such debts become due in the ordinary
                  course of business (except as contested in good faith and for
                  which adequate reserves are made in such party's financial
                  statements); 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, trustee or custodian
                  shall have been appointed for any of its property or assets
                  (other than upon application or consent of any Loan Party) and
                  shall not have been removed within sixty (60) days; or if an
                  order shall be entered approving any petition for
                  reorganization of any Loan Party and shall not have been
                  reversed or dismissed within sixty (60) days; or any Loan
                  Party shall take any action (corporate or other) authorizing
                  or in furtherance any of the actions described above in this
                  subsection;

         (l)      any material provision of any Loan Document shall at any time
                  for any reason cease to be valid, binding and enforceable
                  against Loan Party or, (other than in accordance with the
                  terms thereof), as applicable, or the validity, binding effect
                  or enforceability thereof shall be contested by the any Loan
                  Party or any Loan Party shall deny that it has any or further
                  liability or obligation under any Loan Document, or any such
                  Loan Document shall be terminated (other than in accordance
                  with the terms thereof), invalidated, revoked or set aside or
                  in any way cease to give or provide to the Bank the benefits
                  purported to be created thereby.

         9.2      If an Event of Default has occurred and is continuing
hereunder: (a) the Bank may declare the Commitment terminated; (b) the Bank may
declare the entire unpaid principal Indebtedness, immediately due and payable,
without presentment, notice or demand, all of which are hereby expressly waived
by Company; (c) upon the occurrence of any Event of Default specified in
subsection 9.1(k), above, and notwithstanding the lack of any declaration by
Bank, the entire unpaid principal Indebtedness shall become automatically and
immediately due and payable, and the Commitment shall be automatically and
immediately terminated; (d) the Bank may exercise any remedy permitted by this
Agreement, the other Loan Documents or law.

         9.3      The remedies provided for herein are cumulative to the
remedies for collection of the Indebtedness as provided by law, in equity or by
any Loan Document. Nothing herein contained is intended, nor shall it be
construed, to preclude Bank from pursuing any other

                                       31

<PAGE>

remedy for the recovery of any other sum to which Bank may be or become entitled
for the breach of this Agreement by Company.

         9.4      Upon the occurrence and during the continuance of any Event of
Default, 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, 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 the Bank to or for the credit or the account
of Company, irrespective of whether or not such deposits held or indebtedness
owing by the Bank may be contingent and unmatured. Promptly following any such
setoff, the Bank shall give written notice to Company of the occurrence thereof.
The Company hereby grants to the Bank 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 the Bank under this Section 9.4 are in addition to the other
rights and remedies (including, without limitation, other rights of setoff)
which the Bank may have.

         9.5      No Event of Default may be waived by the Bank except in a
writing signed by an officer of the Bank. 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 its rights by Bank. No waiver of any
Event of Default shall extend to any other or further Event of Default. No
forbearance on the part of the Bank in enforcing any of its rights shall
constitute a waiver of any of its rights. Company expressly agrees that this
Section 9.5 may not be waived or modified by the Bank by course of performance,
estoppel or otherwise.

         10.      MISCELLANEOUS

         10.1     This Agreement shall be binding upon and shall inure to the
benefit of Company and Bank and their respective successors and assigns, except
that the credit provided for under this Agreement and no part thereof and no
obligation of Bank hereunder shall be assignable or otherwise transferable by
Company.

         10.2     Company shall pay all closing costs and expenses, including,
by way of description and not limitation, reasonable outside attorney fees
(without duplication of fees and expenses for the same services) and lien search
fees incurred by Bank in connection with the commitment, consummation and
closing of this Agreement or any subsequent amendment of this Agreement or any
other Loan Document. All of said amounts required to be paid by Company may, at
Bank's option if they remain unpaid for fifteen (15) days after payment
therefore is requested by Bank, be charged by Bank as an advance against the
proceeds of the Note. All costs, including reasonable attorney fees incurred by
Bank in protecting or enforcing any of its rights against Company or in
defending Bank from any claims or liabilities by any party or otherwise incurred
by Bank in connection with a Default or an Event of Default (including
evaluation of whether a Default or Event of Default exists or will exist) or the
enforcement of this Agreement or the related documents, including by way of
description and not limitation, such charges in any court or bankruptcy
proceedings or arising out of any claim or action by any person against Bank
which would not have been asserted were it not for Bank's relationship with
Company hereunder, shall also be paid by Company.

                                       32

<PAGE>

         10.3     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 in accordance with GAAP.

         10.4     No delay or failure of Bank 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 Bank under this
Agreement are cumulative and not exclusive of any right or remedies which Bank
would otherwise have.

         10.5     Except as expressly provided otherwise in this Agreement, all
notices and other communications provided to any party hereto under this
Agreement 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 below 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 10.5. 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; any notice,
if given to a reputable overnight courier and properly addressed, shall be
deemed given two (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). Bank may, but shall not be required to, take any action on the
basis of any notice given to it by telephone, but Company 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.

                  To Company:
                  Compuware Corporation
                  One Campus Martius
                  Detroit, MI 48226
                  Attn: President
                  Fax No.: (248) 737-7690

                  With a copy to : General Counsel at the same address and fax
                                   number

                  To Bank:
                  One Detroit Center
                  500 Woodward Avenue
                  Detroit, Michigan 48226
                  Attention: Timothy H. O'Rourke and Beverly Jones
                  Fax No.: (313) 222-9516

         10.6     This Agreement and the Note have been delivered at Detroit,
Michigan, and shall be governed by and construed and enforced in accordance with
the laws of the State of

                                       33

<PAGE>

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. Company and Bank hereby
irrevocably submit to the non-exclusive jurisdiction of any United States
Federal Court or Michigan state court sitting in Detroit, Michigan in any action
or proceeding arising out of or relating to this Agreement or any of the Loan
Documents and Company and Bank hereby irrevocably agree that all claims in
respect of such action or proceeding may be heard and determined in any such
United States Federal Court 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 10.5. Nothing in this Section shall affect
the right of the Bank to serve process in any other manner permitted by law or
limit the right of the Bank to bring any such action or proceeding against
Company or any Subsidiary or any of its or their property in the courts with
subject matter jurisdiction 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.

         10.7     No amendments or waiver of any provisions of this Agreement
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 Bank and the
Company, and then such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. No
amendment, waiver or consent with respect to any provision of this Agreement
shall affect any other provision of this Agreement.

         10.8     All sums payable by Company to Bank under this Agreement or
the other documents contemplated hereby shall be paid directly to Bank at its
principal office set forth in Section 10.5 hereof in immediately available
United States funds, without set off, deduction or counterclaim. In its sole
discretion, Bank may charge any and all deposit or other accounts (including
without limit an account evidenced by a certificate of deposit) of Company with
Bank for all or a part of any Indebtedness then due; provided, however, that
this authorization shall not affect Company's obligation to pay, when due, any
Indebtedness whether or not account balances are sufficient to pay amounts due.

         10.9     Any payment of the Indebtedness made by mail will be deemed
tendered and received only upon actual receipt by Bank at the address designated
for such payment, whether or not Bank has authorized payment by mail or any
other manner, and shall not be deemed to have been made in a timely manner
unless received on the date due for such payment, time being of the essence.
Company expressly assumes all risks of loss or liability resulting from
non-delivery or delay of delivery of any item of payment transmitted by mail or
in any other manner. Acceptance by Bank of any payment in an amount less than
the amount then due shall be deemed an acceptance on account only, and the
failure to pay the entire amount then due shall be and continue to be an Event
of Default, and at any time thereafter and until the entire amount then due has
been paid, Bank shall be entitled to exercise any and all rights conferred upon
it herein upon the occurrence of an Event of Default. Upon the occurrence and
during the

                                       34
<PAGE>

continuance of a an Event of Default, Company waives the right to direct the
application of any and all payments at any time or times hereafter received by
Bank from or on behalf of Company. Upon the occurrence and during the
continuance of an Event of Default, Company agrees that Bank shall have the
continuing exclusive right to apply and to reapply any and all payments received
at any time or times hereafter against the Indebtedness in such manner as Bank
may deem advisable, notwithstanding any entry by Bank upon any of its books and
records. Company expressly agrees that to the extent that Bank receives any
payment or benefit and such payment or benefit, or any part thereof, is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or is required to be repaid to a trustee, receiver, or any other party under any
bankruptcy act, state or federal law, common law or equitable cause, then to the
extent of such payment or benefit, the Indebtedness or part thereof intended to
be satisfied shall be revived and continued in full force and effect as if such
payment or benefit had not been made and, further, any such repayment by Bank,
to the extent that Bank did not directly receive a corresponding cash payment,
shall be added to and be additional Indebtedness payable upon demand by Bank.

         10.10    In the event Company's obligation to pay interest on the
principal balance of the Note 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 shall be deemed to be immediately reduced to such
maximum rate and all previous payments in excess of such maximum rate shall be
deemed to have been payments in reduction of principal and not of interest.

         10.11    COMPANY AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY
IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING
(OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE,
KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO
TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR
ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE INDEBTEDNESS.

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

         10.13    This Agreement, the Note (if issued) and any Requests for
Advance hereunder, and the other 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.

         10.14    In case any one or more of the obligations of Company under
this Agreement, the Note 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

                                       35
<PAGE>

unenforceability in one jurisdiction shall not affect the validity, legality or
enforceability of the obligations of Company under this Agreement, the Note or
any of the other Loan Documents in any other jurisdiction.

         10.15    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.

         10.16    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 Subsidiary in
connection with this Agreement or any of the Loan Documents shall be deemed to
have been relied upon by the Bank, notwithstanding any investigation heretofore
or hereafter made by Bank, and those covenants and agreements of Company set
forth in Section 10.17 hereof (together with any other indemnities of Company or
any Subsidiary contained elsewhere in this Agreement or in any of the other Loan
Documents) shall survive the repayment in full of the Indebtedness and the
termination of the Commitment.

         10.17    (a) Company agrees to indemnify and hold Bank harmless from
all loss, cost, damage, liability or expenses, including reasonable outside
attorneys' fees and disbursements (but without duplication of fees and expenses
for the same services), incurred by Bank by reason of an Event of Default, or
enforcing the obligations of Company or any Subsidiary under this Agreement or
any of the other Loan Documents or in the prosecution or defense of any action
or proceeding concerning any matter growing out of or connected with this
Agreement or any of the Loan Documents, excluding, however, any loss, cost,
damage, liability or expenses arising solely as a result of the gross negligence
or willful misconduct of the party seeking to be indemnified under this Section
10.17(a).

         (b)      Company agrees to defend, indemnify and hold harmless Bank,
                  and its respective employees, agents, officers and directors
                  from and against any and all claims, demands, penalties,
                  fines, liabilities, settlements, damages, costs or expenses of
                  whatever kind or nature (including without limitation,
                  reasonable attorneys and consultants fees, investigation and
                  laboratory fees, environmental studies required by Bank in
                  connection with the violation of Environmental Laws, court
                  costs and litigation expenses, excluding however, those
                  arising solely as a result of the gross negligence or willful
                  misconduct of the Person seeking indemnification, as the case
                  may be) arising out of or related to (i) the presence, use,
                  disposal, release or threatened release of any Hazardous
                  Materials on, from or affecting any premises owned or occupied
                  by Company or any of their respective Subsidiaries in
                  violation of or non-compliance with applicable Environmental
                  Laws, (ii) any personal injury (including wrongful death) or
                  property damage (real or personal) arising out of or related
                  to such Hazardous Materials, (iii) any lawsuit or other
                  proceeding brought or threatened, settlement reached or
                  governmental order or decree relating to such Hazardous
                  Materials, (iv) if any Event of Default exists and remains
                  uncured, the cost of remediation or monitoring of all
                  Hazardous

                                       36
<PAGE>

                  Materials in violation of or non-compliance with applicable
                  Environmental Laws from all or any portion of any premises
                  owned by Company or their respective Subsidiaries, (v) if any
                  Event of Default exists and remains uncured, complying or
                  coming into compliance with all Environmental Laws and/or (vi)
                  if any Event of Default exists and remains uncured, any
                  violation of Environmental Laws. The obligations of Company
                  under this Section 10.17(b) shall be in addition to any and
                  all other obligations and liabilities the Company may have to
                  Bank at common law or pursuant to any other agreement.

         10.18    The Company authorizes Bank, in its sole discretion, upon one
Business Day's notice to Company (or without notice if an Event of Default has
occurred and is continuing), to charge its general deposit account(s) maintained
at Bank 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 Note.

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

                       [SIGNATURES ARE ON FOLLOWING PAGE]

                                       37
<PAGE>

COMERICA BANK                         COMPUWARE CORPORATION

By: /s/ Timothy H. O'Rourke           By: /s/ Laura Fournier
    ------------------------------        ----------------------------------
        Timothy H. O'Rourke

Its: Vice President                   Its: Senior Vice President, Chief
                                           Financial Officer

                                       38
<PAGE>

                                 PROMISSORY NOTE

                                                               Detroit, Michigan
$100,000,000                                                         May 2, 2003

         On or before the Maturity Date FOR VALUE RECEIVED, COMPUWARE
CORPORATION, a Michigan corporation (herein called "Company") promises to pay to
the order of COMERICA BANK, a Michigan banking corporation (herein called
"Bank") at its Main Office at 500 Woodward Avenue, Detroit, Michigan, in lawful
money of the United States of America the indebtedness or so much of the sum of
One Hundred Million Dollars ($100,000,000) as may from time to time have been
advanced and then be outstanding hereunder pursuant to the Credit Agreement
dated as of May 2, 2003, made by and between Company and Bank (as the same may
be amended or modified from time to time, herein called "Agreement"), together
with interest thereon as hereinafter set forth.

         Each of the Advances 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, repayments and readvances may
be made from time to time, subject to the terms and conditions of the Agreement.
This Note evidences borrowings under, is subject to, and may be matured under,
the terms of the Agreement, to which reference is hereby made.

         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, or
forbearance granted by any holder of this Note to any party now or hereafter
liable hereon. Any transferees of, or endorser, guarantor or surety paying this
Note in full shall succeed to all rights of Bank, and Bank shall be under no
further responsibility for the exercise thereof or the loan evidenced hereby.
Nothing herein shall limit any right granted Bank by other instrument or by law.

         All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.

                                       COMPUWARE CORPORATION

                                       By: /s/ Laura Fournier
                                           -------------------------------------

                                       Its: Senior Vice President, Chief
                                            Financial Officer

                                       39

<PAGE>

                               SUBSIDIARY GUARANTY

         This GUARANTY is made as of this 2nd day of May, 2003 by the
undersigned guarantors (each a "Guarantor" and any and all collectively, the
"Guarantors") to Comerica Bank ("Bank").

                                    RECITALS

         A.       Pursuant to that certain Compuware Corporation Credit
Agreement dated as of May 2, 2003 (as amended or otherwise modified from time to
time, the "Credit Agreement") by and between Compuware Corporation, a Michigan
corporation ("Company") and Comerica Bank ("Bank"), the Bank has agreed to
extend credit to the Company on the terms set forth in the Credit Agreement,
with such credit consisting of the revolving credit facility ("Revolving
Credit") in an aggregate amount, subject to the terms of the Credit Agreement,
not to exceed One Hundred Million Dollars ($100,000,000) at any one time
outstanding.

         B.       As a condition to entering into and performing their
respective obligations under the Credit Agreement, the Bank has required that
each of the Guarantors deliver this Guaranty to the Bank.

         C.       Each of the Guarantors desires to see the success of the
Company and furthermore, each of the Guarantors shall receive direct and/or
indirect benefits from extensions of credit made or to be made pursuant to the
Credit Agreement to the Company.

         D.       The business operations of the Company and the Guarantors are
interrelated and complement one another, and such entities have a common
business purpose, with intercompany bookkeeping and accounting adjustments used
to separate their respective properties, liabilities, and transactions; and (i)
to permit their uninterrupted and continuous operations, such entities now
require and will from time to time hereafter require funds and credit
accommodations for general business purposes and (ii) the proceeds of advances
under the Revolving Credit and other credit facilities extended under the Credit
Agreement will directly or indirectly benefit the Company and the Guarantors
hereunder, severally and jointly.

         NOW, THEREFORE, to induce Bank to enter into and perform its
obligations under the Credit Agreement, each of the Guarantors has executed and
delivered this guaranty (as amended and otherwise modified from time to time,
this "Guaranty").

         1.       Definitions. Unless otherwise provided herein, all capitalized
terms in this Guaranty shall have the meanings specified in the Credit
Agreement. The term "Bank" as used herein shall include any successors or
assigns of the Bank in accordance with the Credit Agreement.

         2.       Guaranty. Each of the Guarantors, hereby, jointly and
severally, guarantees to the Bank the due and punctual payment to the Bank when
due, whether by acceleration or otherwise, of all amounts, including, without
limitation, principal, interest (including interest accruing on or

<PAGE>

after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding by or against the Company, whether
or not a claim for post-filing or post-petition interest is allowed in such a
proceeding), and all other liabilities and obligations, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter
incurred, which may arise under, out of, or in connection with all Indebtedness
under or in connection with the Credit Agreement or the other Loan Documents,
whether such Indebtedness is now existing or hereafter arising including but not
limited to:

                  (a)      the obligations of Company for payment of all sums
loaned, paid out, expended or advanced by or for the account of the Bank under
the terms of the Credit Agreement or the other Loan Documents, in connection
with the Collateral or any of the documents or instruments described in
Guaranty, the Credit Agreement or the other Loan Documents;

                  (b)      all obligations of the Company to the Bank under any
hedging agreements; and

                  (c)      all extensions, renewals and amendments of or to the
Credit Agreement, the Note (if issued thereunder), or such other Indebtedness,
or any replacements or substitutions therefor;

whether on account of principal, interest, reimbursement obligations, fees,
indemnities, and reasonable costs and expenses (including without limitation,
all reasonable fees and disbursements of counsel to the Bank) or otherwise, and
each of the Guarantors hereby jointly and severally agrees that if the Company
shall fail to pay any of such amounts when and as the same shall be due and
payable, or shall fail to perform and discharge any covenant, representation or
warranty in accordance with the terms of the Credit Agreement, or any of the
other Loan Documents (subject, in each case, to any applicable periods of grace
or cure), each of such Guarantors, will forthwith pay to the Bank, an amount
equal to any such amount or cause the Company to do so, and will pay any and all
damages that may be incurred or suffered in consequence thereof by the Bank and
all reasonable expenses, including reasonable attorneys' fees, that may be
incurred by the Bank in enforcing such covenant, representation or warranty of
the Company, and in enforcing the covenants and agreements of this Guaranty.

         3.       Unconditional Character of Guaranty. The obligations of each
of the Guarantors under this Guaranty shall be absolute and unconditional, and
shall be a guaranty of payment and not of collection, irrespective of the
validity, regularity or enforceability of the Credit Agreement, or any of the
other Loan Documents, or any provision thereof, the absence of any action to
enforce the same, any waiver or consent with respect to or any amendment of any
provision thereof (provided that any amendment of this Guaranty shall be in
accordance with the terms hereof), the recovery of any judgment against any
Person or action to enforce the same, any failure or delay in the enforcement of
the obligations of the Company under the Credit Agreement, or any of the other
Loan Documents, or any setoff, counterclaim, recoupment, limitation, defense or
termination whether with or without notice to the Guarantors. Each of the
Guarantors hereby waives diligence, demand for payment, filing of claims with
any court, any proceeding to enforce any provision of the Credit Agreement, or
any of the other Loan Documents, any right to require a proceeding first against
the Company, or against any other guarantor or other party providing collateral,
or to exhaust any security for the performance of

                                        2
<PAGE>

the obligations of the Company, any protest, presentment, notice or demand
whatsoever, and each Guarantor hereby covenants that this Guaranty shall not be
terminated, discharged or released except, subject to Section 5.8 hereof, upon
final payment in full of all Indebtedness due and to become due from the Company
as and to the extent described above, and only to the extent of any such
payment, performance and discharge. Each Guarantor hereby further covenants that
no security now or subsequently held by the Bank for the payment of the
Indebtedness of the Company to the Bank under the Credit Agreement, or the other
Loan Documents (including, without limitation, any security for any of the
foregoing), whether in the nature of a security interest, pledge, lien,
assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise, and
no act, omission or other conduct of the Bank in respect of such security, shall
affect in any manner whatsoever the unconditional obligations of this Guaranty,
and that the Bank in its sole discretion and without notice to any of the
Guarantors, may release, exchange, enforce, apply the proceeds of and otherwise
deal with any such security without affecting in any manner the unconditional
obligations of this Guaranty.

         Without limiting the generality of the foregoing, the obligations of
the Guarantors under this Guaranty, and the rights of the Bank to enforce the
same by proceedings, whether by action at law, suit in equity or otherwise,
shall not be in any way affected to the extent permitted by applicable law, by
(i) any insolvency, bankruptcy, liquidation, reorganization, readjustment,
composition, dissolution, winding up or other proceeding involving or affecting
the Company, any or all of the Guarantors or any other person including any
discharge of, or bar or stay against collecting, all or any of the Indebtedness
in or as a result of any such proceeding; (ii) any change in the ownership of
any of the capital stock (or other ownership interests) of the Company or any or
all of the Guarantors, or any other party providing collateral for any
Indebtedness of the Company covered by this Guaranty, or any of their respective
Affiliates; (iii) the election by the Bank, in any bankruptcy proceeding of any
person, to apply or not apply Section 1111(b)(2) of the Bankruptcy Code; (iv)
any extension of credit or the grant of any security interest or lien under
Section 363 of the Bankruptcy Code; (v) any agreement or stipulation with
respect to the provision of adequate protection in any bankruptcy proceeding of
any person; (vi) the avoidance of any security interest or lien in favor of the
Bank for any reason; (vii) any action taken by the Bank that is authorized by
this paragraph or any other provision of this Guaranty; or (viii) any other
principle or provision of law, statutory or otherwise, which is or might be in
conflict with the terms hereof.

         Each Guarantor assumes the risk of keeping itself informed concerning
the financial condition of the Company and all other circumstances bearing upon
the risk of nonpayment of the Indebtedness of the Company in favor of the Bank
arising under the Loan Documents.

         Each of the Guarantors hereby waives to the fullest extent possible
under applicable law:

                  (a)      any defense based upon the doctrine of marshaling of
assets or upon an election of remedies by the Bank, including, without
limitation, an election to proceed by non-judicial rather than judicial
foreclosure;

                  (b)      any defense based upon any statute or rule of law
which provides that the obligation of a surety must be neither larger in amount
nor in other respects more burdensome than that of the principal;

                                        3
<PAGE>

                 (c)      any duty on the part of the Bank to disclose to such
Guarantor any facts the Bank may now or hereafter know about the Company,
regardless of whether the Bank has reason to believe that any such facts
materially increase the risk beyond that which such Guarantor intends to assume
or has reason to believe that such facts are unknown to such Guarantor or has a
reasonable opportunity to communicate such facts to such Guarantor, since such
Guarantor acknowledges that it is fully responsible for being and keeping
informed of the financial condition of the Company and of all circumstances
bearing on the risk of non-payment of any Indebtedness hereby guaranteed;

                  (d)      prior to the repayment in full of all Indebtedness
and the termination of all commitments under the Credit Agreement, any and all
claims for reimbursement, contribution, exoneration, indemnity or subrogation,
or any other similar claim, which such Guarantor may have or obtain against the
Company, by reason of the existence of this Guaranty, or by reason of the
payment by such Guarantor of any Indebtedness or the performance of this
Guaranty or of any other Loan Documents, and any amounts paid to such Guarantor
on account of any such claim at any time shall be held by such Guarantor in
trust for the Bank, segregated from other funds of such Guarantor, and forthwith
upon receipt by such Guarantor shall be turned over to Bank in the exact form
received by such Guarantor (duly endorsed to Bank by such Guarantor, if
required), to be applied to such Guarantor's obligations under this Guaranty,
whether matured or unmatured, in such order and manner as Bank may determine;
and

                  (e)      any other event or action (excluding compliance by
such Guarantor with the provisions hereof) that would result in the discharge by
operation of law or otherwise of such Guarantor from the performance or
observance of any obligation, covenant or agreement contained in this Guaranty.

         Each of the Guarantors acknowledges and agrees that this is a knowing
and informed waiver of the undersigned's rights as discussed above and that the
Bank is relying on this waiver in extending credit to the Company.

         The Bank may deal with the Company and any security held by them for
the obligations of the Company in the same manner and as freely as if this
Guaranty did not exist and the Bank shall be entitled, without notice to any of
the Guarantors, among other things, to grant to the Company such extension or
extensions of time to perform any act or acts as may seem advisable to the Bank
at any time and from time to time, and to permit the Company to incur additional
indebtedness to the Bank without terminating, affecting or impairing the
validity or enforceability of this Guaranty or the obligations of the Guarantors
hereunder. Each Guarantor waives all rights to participate in any security now
or hereafter held by the Bank or any Bank.

         The Bank may proceed, either in its own name or in the name of each or
any of the Guarantors, or otherwise, to protect and enforce any or all of its
rights under this Guaranty by suit in equity, action at law or by other
appropriate proceedings, or to take any action authorized or permitted under
applicable law, and shall be entitled to require and enforce the performance of
all acts and things required to be performed hereunder by the Guarantors. Each
and every remedy of the Bank shall, to the extent permitted by law, be
cumulative and shall be in addition to any other remedy given hereunder or now
or hereafter existing at law or in equity.

                                        4
<PAGE>

         No waiver or release shall be deemed to have been made by the Bank of
any of its rights hereunder unless the same shall be in writing and signed by or
on behalf of the Bank as determined pursuant to the Credit Agreement, and any
such waiver shall be a waiver or release only with respect to the specific
matter and Guarantor or Guarantors involved, and shall in no way impair the
rights of the Bank or the obligations of the Guarantors under this Guaranty in
any other respect at any other time.

         At the option of the Bank, any or all of the Guarantors may be joined
in any action or proceeding commenced by the Bank against the Company or any of
the other parties providing Collateral for any Indebtedness covered by this
Guaranty in connection with or based upon the Credit Agreement, or any of the
other Loan Documents or other Indebtedness, or any provision thereof, and
recovery may be had against any or all of the Guarantors in such action or
proceeding or in any independent action or proceeding against any of them,
without any requirement that the Bank first assert, prosecute or exhaust any
remedy or claim against the Company and/or any of the other parties providing
Collateral for any Indebtedness covered by this Guaranty.

         4.       Representations and Warranties. Each Guarantor (i) ratifies,
confirms and, by reference thereto (as fully as though such matters were
expressly set forth herein), represents and warrants with respect to itself
those matters set forth in Section 6 of the Credit Agreement to the extent
applicable to such Guarantor and those matters set forth in the recitals, and
such representations and warranties shall be deemed to be continuing
representations and warranties true and correct in all material respects so long
as this Guaranty shall be in effect; and (ii) agrees not to engage in any action
or inaction, the result of which would cause a violation of any term or
condition of the Credit Agreement.

         5.       Miscellaneous.

         5.1      Governing Law. This Guaranty has been delivered in Michigan
and shall be interpreted and the rights of the parties hereunder shall be
determined under the laws of, and be enforceable in, the State of Michigan.

         5.2      Severability. If any term or provision of this Guaranty or the
application thereof to any circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Guaranty, or the application of such term
or provision to circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Guaranty shall be valid and enforceable to the fullest extent permitted by
law.

         5.3      Notice. All notices or other communications to be made or
given pursuant to this Guaranty shall be sufficient if made or given as provided
in Section 10.5 of the Credit Agreement; or at such other addresses as directed
by any of such parties to the others, as applicable, in compliance with this
paragraph.

         5.4      Right of Offset. Each of the Guarantors acknowledges the
rights of the Bank, subject to the applicable terms and conditions of the Credit
Agreement, to offset against the Indebtedness of any Guarantor to the Bank under
this Guaranty, any amount owing by the Bank

                                        5
<PAGE>

to such Guarantors, whether represented by any deposit of such Guarantors (or
any of them) with the Bank or otherwise.

         5.5      Right to Cure. Each of the Guarantors shall have the right to
cure any Event of Default under the Credit Agreement or the other Loan Documents
with respect to obligations of the other Guarantors thereunder; provided that
such cure is effected within the applicable grace period or period for cure
thereunder, if any; and provided further that such cure can be effected in
compliance with the Credit Agreement. Except to the extent of payments of
principal, interest and/or other sums actually received by the Bank pursuant to
such cure, the exercise of such right to cure by any Guarantor shall not reduce
or otherwise affect the liability of any other Guarantor under this Guaranty.

         5.6      Amendments. The terms of this Guaranty may not be waived,
altered, modified, amended, supplemented or terminated in any manner whatsoever
except as provided herein and in accordance with the Credit Agreement. In
accordance with Section 7.13 of the Credit Agreement, future Wholly Owned
Domestic Subsidiaries (as defined in the Credit Agreement) of Company and the
Company shall become obligated as Guarantors hereunder (each as fully as though
an original signatory hereto) by executing and delivering to the Bank that
certain joinder agreement in the form attached to this Guaranty as Exhibit A.

         5.7      Joint and Several Obligation, etc. The obligation of each of
the Guarantors under this Guaranty shall be several and also joint, each with
all and also each with any one or more of the others, and may be enforced
against each severally, any two or more jointly, or some severally and some
jointly. Any one or more of the Guarantors may be released from its obligations
hereunder with or without consideration for such release and the obligations of
the other Guarantors hereunder shall be in no way affected thereby. The Bank may
fail or elect not to prove a claim against any bankrupt or insolvent Guarantor
and thereafter, the Bank may, without notice to any Guarantors, extend or renew
any part or all of any Indebtedness of the Company under the Credit Agreement or
otherwise, and may permit any such Person to incur additional Indebtedness,
without affecting in any manner the unconditional obligation of each of the
Guarantors hereunder. Such action shall not affect any right of contribution
among the Guarantors.

         5.8      Release. Upon the satisfaction of the obligations of the
Guarantors hereunder, and when none of the Guarantors is subject to any
obligation hereunder or under the Credit Agreement or any of the other Loan
Documents, the Bank shall deliver to such Guarantors, upon written request
therefor, a written release of this Guaranty, provided however that, the
effectiveness of this Guaranty shall continue or be reinstated, as the case may
be, in the event: (x) that any payment received or credit given by the Bank is
returned, disgorged, rescinded or required to be recontributed to any party as
an avoidable preference, impermissible setoff, fraudulent conveyance,
restoration of capital or otherwise under any applicable state, federal or law
of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and
this Guaranty shall thereafter be enforceable against the Guarantors as if such
returned, disgorged, recontributed or rescinded payment or credit has not been
received or given by the Bank, and whether or not the Bank relied upon such
payment or credit or changed its position as a consequence thereof or (y) that
any liability is imposed, or sought to be imposed against the Bank relating to
the environmental condition of any of property mortgaged or pledged to the

                                        6
<PAGE>

Bank by any Guarantor, Company or any other party as collateral (in whole or
part) for any indebtedness or obligation evidenced or secured by this Guaranty,
whether such condition is known or unknown, now exists or subsequently arises
(excluding only conditions which arise after acquisition by the Bank or any Bank
of any such property, in lieu of foreclosure or otherwise, due to the wrongful
act or omission of the Bank, or any person other than the Company, the
Subsidiaries, or Affiliates of the Company or the Subsidiaries), and this
Guaranty shall thereafter be enforceable against the Guarantors to the extent of
all such liabilities, costs and expenses (including reasonable attorneys' fees)
incurred by the Bank as the direct or indirect result of any such environmental
condition but only for which the Company is obligated to the Bank pursuant to
the Credit Agreement. For purposes of this Guaranty "environmental condition"
includes, without limitation, conditions existing with respect to the surface or
ground water, drinking water supply, land surface or subsurface strata and the
ambient air.

         5.9      Consent to Jurisdiction. Each of the Guarantors hereby
irrevocably submits 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 Guaranty or any of the other Loan Documents
and Guarantors 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. Each of the Guarantors 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 (and to the receipt of any and all
notices hereunder) by the delivery of copies of such process to Guarantors at
their respective addresses specified in Section 5.3 hereof in the manner set
forth therein.

         5.10     JURY TRIAL WAIVER. EACH OF THE GUARANTORS (AND THE BANK BY
ACCEPTING THE BENEFITS HEREOF) HEREBY IRREVOCABLY AGREES TO WAIVE THE RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY AND ALL ACTIONS OR PROCEEDINGS IN WHICH THE
BANK, ON ONE HAND, AND THE COMPANY OR ANY OF THE GUARANTORS, ON THE OTHER HAND,
ARE PARTIES, WHETHER OR NOT SUCH ACTIONS OR PROCEEDINGS ARISE OUT OF THIS
GUARANTY OR THE OTHER LOAN DOCUMENTS OR OTHERWISE.

         5.11     Limitation under Applicable Insolvency Laws. Notwithstanding
anything to the contrary contained herein, it is the intention of the
Guarantors, the Bank that the amount of the respective Guarantor's obligations
hereunder shall be in, but not in excess of, the maximum amount thereof not
subject to avoidance or recovery by operation of applicable law governing
bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors,
dissolution, insolvency, fraudulent transfers or conveyances or other similar
laws (collectively, "Applicable Insolvency Laws"). To that end, but only in the
event and to the extent that the Guarantor's respective obligations hereunder or
any payment made pursuant thereto would, but for the operation of the foregoing
proviso, be subject to avoidance or recovery under Applicable Insolvency Laws,
the amount of the Guarantor's respective obligations hereunder shall be limited
to the largest amount which, after giving effect thereto, would not, under
Applicable Insolvency Laws, render the Guarantor's respective obligations
hereunder unenforceable or avoidable or subject to recovery under Applicable
Insolvency Laws. To the extent any payment actually made hereunder exceeds the
limitation contained in this Section 5.11, then the amount of such excess shall,
from and after the time of payment by the Guarantors (or any of them), be
reimbursed by the Bank upon demand by such Guarantors. The foregoing proviso is
intended

                                        7
<PAGE>

solely to preserve the rights of the Bank hereunder against the Guarantors to
the maximum extent permitted by Applicable Insolvency Laws and neither the
Company nor any Guarantor nor any other Person shall have any right or claim
under this Section 5.11 that would not otherwise be available under Applicable
Insolvency Laws.

                     [SIGNATURES FOLLOW ON SUCCEEDING PAGES]

                                        8
<PAGE>

         IN WITNESS WHEREOF, each of the undersigned Guarantors has executed
this Guaranty as of the date first above written.

                                       COMPUWARE INTERNATIONAL I LLC

                                       By: Compuware Corporation

                                       Its: Sole Member

                                       By: /s/ Laura Fournier
                                           -------------------------------------

                                       Its: Senior Vice President, Chief
                                            Financial Officer

                                        9