EXHIBIT 4.1

                                                                  Execution Copy











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                              STARCRAFT CORPORATION

                                CREDIT AGREEMENT

                          DATED AS OF JANUARY 16, 2004

                                  COMERICA BANK

                                    AS AGENT


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                                TABLE OF CONTENTS

                                                                            Page


1. DEFINITIONS.................................................................1
   1.1      Certain Defined Terms..............................................1

2. REVOLVING CREDIT...........................................................23
   2.1      Commitment........................................................23
   2.2      Accrual of Interest and Maturity; Evidence of Indebtedness........24
   2.3      Requests for and Refundings and Conversions of Advances...........24
   2.4      Disbursement of Advances..........................................27
   2.5      Swing Line Advances...............................................29
   2.6      Prime-based Interest Payments.....................................33
   2.7      Eurocurrency-based Interest Payments and Quoted Rate
                Interest Payments.............................................33
   2.8      Interest Payments on Conversions..................................34
   2.9      Interest on Default...............................................34
   2.10     Optional Prepayments..............................................34
   2.11     Prime-based Advance in Absence of Election or Upon Default........35
   2.12     Revolving Credit Commitment Fee...................................35
   2.13     Mandatory Repayment of Revolving Credit Advances..................35
   2.14     Optional Reduction or Termination of Revolving Credit
                Aggregate Commitment..........................................36
   2.15     Use of Proceeds of Advances.......................................37

3. LETTERS OF CREDIT..........................................................37
   3.1      Letters of Credit.................................................37
   3.2      Conditions to Issuance............................................37
   3.3      Notice............................................................39
   3.4      Letter of Credit Fees.............................................39
   3.5      Other Fees........................................................40
   3.6      Drawings and Demands for Payment Under Letters of Credit..........40
   3.7      Obligations Irrevocable...........................................42
   3.8      Risk Under Letters of Credit......................................43
   3.9      Indemnification...................................................44
   3.10     Right of Reimbursement............................................45

4. [RESERVED].................................................................45

5. CONDITIONS.................................................................45
   5.1      Execution of Notes and this Agreement.............................45
   5.2      Corporate or Limited Liability Company Authority..................45
   5.3      Collateral Documents, Guaranties and other Loan Documents.........46
   5.4      Existing Credit Facilities........................................47
   5.5      Insurance.........................................................47
   5.6      Compliance with Certain Documents and Agreements..................47
   5.7      Opinion of Counsel................................................47
   5.8      Company's Certificate.............................................48
   5.9      Payment of Fees...................................................48
   5.10     Financial Statements..............................................48
   5.11     Transaction Documents.............................................48
   5.12     Continuing Conditions.............................................48

6. REPRESENTATIONS AND WARRANTIES.............................................49
   6.1      Corporate Authority...............................................49
   6.2      Due Authorization - Company.......................................49
   6.3      Due Authorization - Guarantors....................................49
   6.4      Good Title, No Liens..............................................49
   6.5      Taxes.............................................................50
   6.6      No Defaults.......................................................50
   6.7      Enforceability of Agreement and Loan Documents-- Company..........50
   6.8      Enforceability of Loan Documents-- Guarantors.....................50
   6.9      Compliance with Laws..............................................50
   6.10     Non-contravention-- Company.......................................50
   6.11     Non-contravention-- Guarantors....................................50
   6.12     No Litigation.....................................................51
   6.13     Consents, Approvals and Filings, Etc..............................51
   6.14     Agreements Affecting Financial Condition..........................51
   6.15     No Investment Company or Margin Stock.............................51
   6.16     ERISA.............................................................52
   6.17     Conditions Affecting Business or Properties.......................52
   6.18     Environmental and Safety Matters..................................52
   6.19     Subsidiaries......................................................53
   6.20     Accuracy of Information...........................................53
   6.21     Labor Relations...................................................53
   6.22     Existing Debt.....................................................53
   6.23     Solvency..........................................................53

7. AFFIRMATIVE COVENANTS......................................................54
   7.1      Financial Statements. Furnish to the Agent with sufficient
                copies for each Bank:.........................................54
   7.2      Certificates; Other Information...................................54
   7.3      Payment of Obligations............................................55
   7.4      Conduct of Business and Maintenance of Existence; Compliance
                with Laws.....................................................55
   7.5      Maintenance of Property; Insurance................................56
   7.6      Inspection of Property; Books and Records, Discussions............56
   7.7      Notices...........................................................56
   7.8      Hazardous Material Laws...........................................57
   7.9      Fixed Charge Coverage Ratio.......................................58
   7.10     Tangible Net Worth................................................58
   7.11     Funded Debt to EBITDA Ratio.......................................58
   7.12     Leverage Ratio....................................................58
   7.13     Current Ratio.....................................................58
   7.14     Governmental and Other Approvals..................................58
   7.15     Compliance with ERISA.............................................58
   7.16     ERISA Notices.....................................................58
   7.17     Security; Defense of Collateral...................................59
   7.18     Use of Proceeds...................................................59
   7.19     Future Subsidiaries; Additional Collateral........................59
   7.20     Further Assurances................................................60
   7.21     Bank Accounts.....................................................60

8. NEGATIVE COVENANTS.........................................................60
   8.1      Limitation on Debt................................................60
   8.2      Limitation on Liens...............................................61
   8.3      Limitation on Guarantee Obligations...............................61
   8.4      Acquisitions......................................................62
   8.5      Limitation on Mergers, other Fundamental Changes or
                Sale of Assets................................................62
   8.6      Restricted Payments...............................................62
   8.7      Limitation on Capital Expenditures................................63
   8.8      Limitation on Investments, Loans and Advances.....................63
   8.9      Transactions with Affiliates......................................64
   8.10     Sale and Leaseback................................................64
   8.11     Limitation on Negative Pledge Clauses.............................64
   8.12     Prepayment of Debts...............................................64
   8.13     Amendment of Subordinated Debt Documents..........................64
   8.14     Modification of Certain Agreements................................65
   8.15     Fiscal Year.......................................................65

9. DEFAULTS...................................................................65
   9.1      Events of Default.................................................65
   9.2      Exercise of Remedies..............................................67
   9.3      Rights Cumulative.................................................68
   9.4      Waiver by Company of Certain Laws.................................68
   9.5      Waiver of Defaults................................................68
   9.6      Set Off...........................................................68

10.PAYMENTS, RECOVERIES AND COLLECTIONS.......................................69
   10.1     Payment Procedure.................................................69
   10.2     Application of Proceeds of Collateral.............................70
   10.3     Pro-rata Recovery.................................................70
   10.4     Margin Adjustments................................................71

11.CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS...........................71
   11.1     Reimbursement of Prepayment Costs.................................71
   11.2     Eurocurrency Lending Office.......................................72
   11.3     Circumstances Affecting Eurocurrency-based Rate Availability......72
   11.4     Laws Affecting Eurocurrency-based Advance Availability............72
   11.5     Increased Cost of Eurocurrency-based Advances.....................73
   11.6     Capital Adequacy and Other Increased Costs........................74
   11.7     Substitution of Banks.............................................74
   11.8     Right of Banks to Fund through Branches and Affiliates............75

12.AGENT......................................................................75
   12.1     Appointment of Agent..............................................75
   12.2     Deposit Account with Agent........................................76
   12.3     Scope of Agent's Duties...........................................76
   12.4     Successor Agent...................................................76
   12.5     Credit Decisions..................................................77
   12.6     Authority of Agent to Enforce This Agreement......................77
   12.7     Indemnification of Agent..........................................77
   12.8     Knowledge of Default..............................................78
   12.9     Agent's Authorization; Action by Banks............................78
   12.10    Enforcement Actions by the Agent..................................78
   12.11    Collateral Matters................................................79
   12.12    Agent in its Individual Capacities................................79
   12.13    Co-Agent..........................................................79
   12.14    Agent's Fees......................................................79

13.MISCELLANEOUS..............................................................80
   13.1     Accounting Principles.............................................80
   13.2     Consent to Jurisdiction...........................................80
   13.3     Law of Michigan...................................................80
   13.4     Interest..........................................................80
   13.5     Closing Costs and Other Costs; Indemnification....................81
   13.6     Notices...........................................................82
   13.7     Further Action....................................................82
   13.8     Successors and Assigns; Participations; Assignments...............82
   13.9     Counterparts......................................................86
   13.10    Amendment and Waiver..............................................86
   13.11    Confidentiality...................................................87
   13.12    Withholding Taxes.................................................87
   13.13    Taxes and Fees....................................................88
   13.14    WAIVER OF JURY TRIAL..............................................88
   13.15    Complete Agreement; Conflicts.....................................88
   13.16    Severability......................................................88
   13.17    Table of Contents and Headings....................................89
   13.18    Construction of Certain Provisions................................89
   13.19    Independence of Covenants.........................................89
   13.20    Reliance on and Survival of Various Provisions....................89
   13.21    Merger............................................................89



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                                TABLE OF CONTENTS

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SCHEDULES

  Schedule 1.1       Pricing Matrix
  Schedule 1.2       Percentages and Allocations
  Schedule 5.2       List of Jurisdictions in which Company and/or
                        Subsidiaries do material business
  Schedule 5.3(b)    Description of Property to be mortgaged
  Schedule 5.3(c)    Description of Leased Property
  Schedule 5.3(d)    List of Jurisdictions in which to file
                        financing statements
  Schedule 6.1       Exceptions to Foreign Corporation Qualifications
  Schedule 6.9       Compliance with Laws
  Schedule 6.12      Litigation
  Schedule 6.16      Employee Pension Benefit Plans
  Schedule 6.18      Environmental Matters
  Schedule 6.19      Subsidiaries
  Schedule 6.20      Contingent Obligations
  Schedule 6.24      Capitalization
  Schedule 7.8       Environmental Actions
  Schedule 7.19      Real Estate Requirements
  Schedule 8.1(b)    Existing Funded Debt
  Schedule 8.2       Permitted Liens
  Schedule 8.3       Existing Guaranties
  Schedule 8.8       Existing Investments
  Schedule 8.9       Transactions with Affiliates
  Schedule 8.11      Negative Pledges
  Schedule 13.6      Notices



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EXHIBITS
A        FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE
B        FORM OF REVOLVING CREDIT NOTE
C        FORM OF SWING LINE NOTE
D        FORM OF REQUEST FOR SWING LINE ADVANCE
E        FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE
F        FORM OF NOTICE OF LETTERS OF CREDIT
G        FORM OF BORROWING BASE CERTIFICATE
H        FORM OF ASSIGNMENT AGREEMENT
I        FORM OF GUARANTY
J        FORM OF SECURITY AGREEMENT
K        FORM OF INTERCOMPANY NOTE
L        FORM OF COVENANT COMPLIANCE REPORT



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                                CREDIT AGREEMENT


     This Credit Agreement  ("Agreement") is made as of January 16, 2004, by and
among  the  financial   institutions   from  time  to  time   signatory   hereto
(individually a "Bank," and any and all such financial institutions collectively
the "Banks"), Comerica Bank, as agent for the Banks (in such capacity, "Agent"),
and Starcraft Corporation, an Indiana corporation (the "Company").

         RECITALS:

     A. The Company has requested that the Banks extend to it credit and letters
of credit on the terms and conditions set forth herein.

     B. The Banks are prepared to extend such credit as  aforesaid,  but only on
the terms and conditions set forth in this Agreement.

     NOW THEREFORE,  in consideration  of the covenants  contained  herein,  the
Company, the Banks, and the Agent agree as follows:

     1. DEFINITIONS

     1.1 Certain Defined Terms. For the purposes of this Agreement the following
terms will have the following ----------------------- meanings:

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

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

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

     "Advance(s)" shall mean, as the context may indicate, a borrowing requested
by the Company,  and made by the Banks under Section 2.1, or the Swing Line Bank
under Section 2.5 hereof, including without limitation any readvance,  refunding
or conversion of such borrowing  pursuant to Section 2.3 or 2.5 hereof,  and any
advance  deemed to have been made in respect of a Letter of Credit under Section
3.6(a) hereof, and shall include, as applicable, a Eurocurrency-based Advance, a
Prime-based Advance and a Quoted Rate Advance.

     "Affiliate"  shall mean,  with  respect to any Person,  any other Person or
group  acting in  concert  in  respect of the first  Person  that,  directly  or
indirectly,  through one or more intermediaries,  controls, or is controlled by,
or is under  common  control  with  such  first  Person.  For  purposes  of this
definition,   "control"  (including,   with  correlative  meanings,   the  terms
"controlled  by" and "under common control  with"),  as used with respect to any
Person or group of Persons,  shall mean the possession,  directly or indirectly,
of the power to direct or cause the direction of management and policies of such
Person,  whether  through the  ownership of voting  securities or by contract or
otherwise.  Unless otherwise  specified to the contrary  herein,  or the context
requires  otherwise,  Affiliate shall refer to Affiliates of the Company. In the
case of an individual and Affiliate shall include such person's spouse, parents,
natural and adopted  children and  grandchildren,  siblings,  the estate of such
individual or any such family member,  and any trust  established  primarily for
the benefit of such persons.

     "Agent"  shall mean  Comerica  Bank, in its capacity as agent for the Banks
hereunder,  or any successor  agent  appointed in  accordance  with Section 12.4
hereof.

     "Agent's  Correspondent"  shall mean for Advances in  eurodollars,  Agent's
Grand Cayman Branch (or for the account of said branch  office,  at Agent's main
office in Detroit, Michigan, United States).

     "Alternate  Base Rate" shall mean,  for any day, an interest rate per annum
equal to the  Federal  Funds  Effective  Rate in effect  on such  day,  plus one
percent (1%).

     "Applicable  Interest  Rate" shall mean (i) in respect of Revolving  Credit
Advances,  the  Eurocurrency-based  Rate and the  Prime-based  Rate; and (ii) in
respect of Swing Line  Advances,  Prime-based  Rate and the Quoted Rate; in each
case,  as  selected  by  Company  from  time to time  subject  to the  terms and
conditions of this Agreement.

     "Applicable  Margin" shall mean, as of any date of  determination  thereof,
the applicable interest rate margin,  determined by reference to the appropriate
columns in the Pricing Matrix attached to this Agreement as Schedule 1.1.

     "Asset  Sale"  shall mean the sale,  transfer or other  disposition  by the
Company  or any  Guarantor  of any  tangible  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  dispositions  of
inventory  in the  ordinary  course  of  business  and  sales of assets or other
dispositions of assets that have been damaged,  become obsolete, worn out or are
no longer  useable or useful in the  conduct of  Company's  or such  Guarantor's
business.

     "Assignment Agreement" shall mean an Assignment Agreement  substantially in
the form of Exhibit I hereto.

     "Bank Hedging Agreement" means any Hedging Transaction entered into between
the Company and any Bank or an Affiliate of a Bank.

     "Bankruptcy  Code"  shall mean Title 11 of the United  States  Code and the
rules promulgated thereunder.

     "Banks" shall mean Comerica Bank and such other financial institutions from
time to time parties hereto as lenders and shall include the Swing Line Bank and
any assignee which becomes a Bank pursuant to Section 13.8 hereof.

     "Base Tangible Net Worth" shall initially mean $8,000,000.  Beginning March
31, 2004 and on the last day of each fiscal  quarter  thereafter,  Base Tangible
Net Worth shall  increase by an amount  equal to the greater of either (i) fifty
percent (50%) of the Net Income of Company and its Consolidated Subsidiaries for
the fiscal quarter then ended or (ii) $500,000.  If Net Income is less than zero
for any  fiscal  quarter,  it shall be  deemed to be zero for  purposes  of this
calculation.

     "Borrowing  Base" shall mean, as of any date of determination  thereof,  an
amount equal to the sum of (i) 85% of Eligible  Accounts  plus (ii)  twenty-five
percent (25%) of Eligible  Inventory  provided that the amount set forth in this
clause  (ii)  shall  not  exceed  Two  Million  Five  Hundred  Thousand  Dollars
($2,500,000) plus (iii) the lesser of (A) 75% of Eligible Tooling Accounts, less
any progress  payments  received for the applicable  tooling and (B) $3,000,000;
plus (iv) the  Overformula  Amount;  provided  however,  that the Borrowing Base
shall be determined on the basis of the most current  Borrowing Base Certificate
required  to  be  submitted  hereunder,   provided,  further,  that  the  amount
determined  as  the  Borrowing  Base  shall  be  subject  to  any  reserves  for
contras/offsets,  potential  offsets  due to customer  deposits,  and such other
reserves as reasonably  established  by the Agent,  at the direction or with the
concurrence  of the  Majority  Banks  from  time  to  time,  including,  without
limitation  any  reserves  or  other  adjustments  established  by  Agent or the
Majority Banks on the basis of any collateral audits conducted hereunder, all in
accordance  with  ordinary  and  customary  asset-based  lending  standards,  as
reasonably determined by Agent and the requisite Banks. In the event that Agent,
at any  time in its  sole  discretion,  determines  that the  dollar  amount  of
Eligible Accounts  collectable by a Borrowing Base Obligor is reduced or diluted
as a result of discounts or rebates  granted by a Borrowing  Base Obligor to the
respective  Account Debtor(s),  returned or rejected  Inventory or services,  or
such  other  reasons or factors as Agent  reasonably  deems  applicable,  all in
accordance  with  ordinary  and  customary  asset-based  lending  standards,  as
reasonably  determined by Agent and the requisite Banks,  Agent may, in its sole
discretion,  upon five (5) business days' prior written notice to Agent,  reduce
or otherwise  modify the  percentage of Eligible  Accounts  included  within the
Borrowing Base and/or reduce the dollar amount of Eligible Accounts by an amount
determined by Agent in its sole discretion.

     "Borrowing  Base  Certificate"  shall mean a  Borrowing  Base  certificate,
substantially in the form of Exhibit H, with appropriate insertions and executed
by a Responsible Officer.

     "Borrowing   Base  Obligors"  shall  mean  the  Company  and  the  Domestic
Guarantors.

     "Business  Day" shall mean any day on which  commercial  banks are open for
domestic  and  international  business in Detroit,  Michigan and if related to a
determination of the Eurocurrency-based Rate or to a Eurocurrency-based Advance,
a day on which  commercial  banks are open in the relevant  interbank market for
eurodollar transactions.

     "Capital  Expenditures"  shall mean,  for any period,  with  respect to any
Person,  the  aggregate  of all  expenditures  incurred  by such  Person and the
Guarantors  during such period for the  acquisition  or leasing  (pursuant  to a
Capitalized  Lease) of fixed or capital assets or additions to equipment,  plant
and property that should be  capitalized  under GAAP on a  consolidated  balance
sheet of such Person and the Guarantors.

     "Capitalized  Lease" shall mean, as applied to any Person, any lease of any
property (whether real,  personal or mixed) with respect to which the discounted
present value of the rental obligations of such Person as lessee thereunder,  in
conformity with GAAP, is required to be capitalized on the balance sheet of that
Person.

         "Change of Control" shall mean the occurrence of either:

               (A)(i) any person or group of persons (within the meaning of Rule
          13d-3  promulgated  by the SEC under the  Securities  Exchange  Act of
          1934, as amended),  other than the Investors or any  Affiliates of the
          Investors  or a person  approved in advance by the  Majority  Banks (a
          "Permitted  Transferee"),  shall have  acquired  beneficial  ownership
          (within  the  meaning of such Rule 13d-3) of 30% or more of the equity
          interests  of the Company  generally  having the right to vote through
          the  acquisition  of such equity  interests  from the Investors or any
          Affiliates of the Investors; and (ii) the Investors and any Affiliates
          of the  Investors  shall,  collectively,  cease  to be the  beneficial
          owners (within the meaning of such Rule 13d-3) of at least 30% or more
          of the equity  interests of the Company  generally having the right to
          vote by virtue of the sale or other  transfer of equity  interests  to
          any Person which is not an Investor,  an Affiliate of the Investors or
          a Permitted Transferee of the Investors; or

               (B) the Company  shall cease to own  directly or  indirectly,  at
          least 100% of the Equity Interests of any of its Subsidiaries.

     For  avoidance  of  doubt,  the  Merger  shall not  constitute  a Change of
Control.

     "Collateral"  shall  mean  all  property  or  rights  in  which a  security
interest, mortgage, lien or other encumbrance for the benefit of the Banks is or
has been  granted  or arises or has  arisen,  under or in  connection  with this
Agreement, the other Loan Documents, or otherwise to secure the Indebtedness.

     "Collateral Access Agreement" shall mean an agreement in form and substance
reasonably  satisfactory to the Agent pursuant to which a mortgagee or lessor of
real  property  on  which  Collateral  is  stored  or  otherwise  located,  or a
warehouseman,  processor or other bailee of Inventory or other property owned by
a Borrowing  Base  Obligor,  that  acknowledges  the Liens under the  Collateral
Documents  and  subordinates  or waives  any Liens  held by such  Person on such
property  and, in the case of any such  agreement  with a  mortgagee  or lessor,
permits the Agent reasonable  access to and the use of such real property during
the  continuance  of an Event of  Default  to  assemble,  complete  and sell any
Collateral stored or otherwise located thereon.

     "Collateral  Documents" shall mean the Security Agreement,  the Guaranties,
the  Mortgages  and all of the other  acknowledgments,  certificates,  financing
statements,  instruments and other security documents executed by Company or any
Guarantor  in favor of the Agent for the benefit of the Banks and  delivered  to
the Agent,  as security for the  Indebtedness,  in each case as of the Effective
Date  or,  from  time to time,  subsequent  thereto,  in  connection  with  such
collateral documents,  in each case, as such collateral documents may be amended
or otherwise modified from time to time.

     "Comerica Bank" shall mean Comerica Bank, a Michigan  banking  corporation,
its successors or assigns.

     "Commitment" shall mean the Revolving Credit Aggregate Commitment.

     "Commonly  Controlled  Entity"  shall  mean  an  entity,   whether  or  not
incorporated,  which is under common control with the Company within the meaning
of Section 4001 of ERISA or which is part of a group which includes  Company and
which is treated as a single employer under Section 414 of the Internal  Revenue
Code.

     "Company" is defined in the preamble.

     "Consolidated" (or "consolidated") or "Consolidating" (or  "consolidating")
shall mean,  when used with reference to any financial  term in this  Agreement,
the aggregate for two or more Persons of the amounts  signified by such term for
all such Persons  determined on a  consolidated  basis in accordance  with GAAP.
Unless otherwise  specified herein,  "Consolidated"  and  "Consolidating"  shall
refer  to  Company  and  its  Subsidiaries,  determined  on  a  Consolidated  or
Consolidating basis, as the case may be.

     "Contractual Obligation" shall mean, as to any Person, any provision of any
security  issued  by  such  Person  or of any  agreement,  instrument  or  other
undertaking  to  which  such  Person  is a party  or by  which  it or any of its
property is bound.

     "Covenant  Compliance  Report" shall mean the report to be furnished by the
Company to the Agent  pursuant to Section  7.2(a)  hereof,  in the form attached
hereto  Exhibit L and  certified by a  Responsible  Officer,  which report shall
include,  among other things,  detailed calculations and the resultant ratios or
financial  tests with respect to the financial  covenants  contained in Sections
7.9  through  7.13  and  8.7  of  this  Agreement,  accompanied  by  such  other
supplemental or supporting  information as may be reasonably  requested by Agent
or Majority Banks.

     "Current  Assets" shall mean, as of any applicable  date of  determination,
all cash,  non-affiliated customer receivables and unbilled receivables,  United
States government securities, income tax refunds, tooling and inventories.

     "Current   Liabilities"   shall  mean,  as  of  any   applicable   date  of
determination,  all items of indebtedness,  obligation or liability of a Person,
whether matured or unmatured,  liquidated or  unliquidated,  direct or indirect,
absolute  or  contingent,  joint  or  several,  that  should  be  classified  as
liabilities in accordance with GAAP;  provided,  that, Current Liabilities shall
include  outstanding  Advances and Letters of Credit  regardless of whether they
would be classified as Current Liabilities in accordance with GAAP.

     "Current  Ratio"  shall mean as of any date of  determination,  a ratio the
numerator  of  which  is  Current   Assets  of  Company  and  its   consolidated
Subsidiaries and the denominator of which is Current  Liabilities of Company and
its consolidated Subsidiaries.

     "De  Minimis   Matters"  shall  mean  any  suits,   actions,   proceedings,
investigations, or other matters, the existence of which and any liability which
may result therefrom, would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

     "Debt" shall mean, as of any applicable date of determination, all items of
indebtedness, obligation or liability of a Person, whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, joint or
several,  that should be classified  as  liabilities  in  accordance  with GAAP,
including, without limitation, Capital Leases.

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

     "Defaulting Bank" is defined in Section 2.4(c).

     "Distribution" is defined in Section 8.6 hereof.

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

     "Domestic  Advance" shall mean any Advance other than a  Eurocurrency-based
Advance.

     "Domestic  Guarantors"  shall mean the  Guarantors  excluding any Guarantor
which is a Foreign Subsidiary.

     "Domestic  Subsidiary(ies)" shall mean any direct or indirect Subsidiary of
the Company  which is organized  under the laws of the United States of America,
or any state, territory or other political subdivision thereof.

     "EBITDA"  shall mean, as of any date of  determination,  the sum of the Net
Income of Company  and its  Consolidated  Subsidiaries,  for the four  preceding
fiscal  quarters  ending  on such date of  determination,  plus,  to the  extent
deducted in computation of such Net Income,  (i) income taxes,  for that period,
(ii) interest  expense for that period and (iii)  depreciation  and amortization
expense for that period, in each case determined in accordance with GAAP.

     "Effective Date" shall mean the date on which all the conditions  precedent
set forth in Sections 5.1 through 5.11 have been satisfied.

     "Eligible  Accounts"  shall mean an Account  which has been  included  in a
Borrowing  Base  Certificate  as an Eligible  Account to determine the Borrowing
Base, and as to which Account,  unless  otherwise  approved by Agent in its sole
discretion, the following is true and accurate as of the time it was utilized to
determine the Borrowing Base:

     (a)  such  Account  arose in the  ordinary  course of the  business  of the
          applicable  Borrowing  Base Obligor out of either (i) a bona fide sale
          of Inventory (as defined in the UCC) by such  Borrowing  Base Obligor,
          and in such  case  such  Inventory  has in fact  been  shipped  to the
          appropriate  Account Debtor or the sale has otherwise been consummated
          in  accordance  with such order,  or (ii)  services  performed by such
          Borrowing  Base  Obligor  under an  enforceable  contract  (written or
          oral),  and in such case such services have in fact been performed for
          the appropriate Account Debtor in accordance with such contract;

     (b)  such Account represents a legally valid and enforceable claim which is
          due and owing to a Borrowing  Base Obligor by such Account  Debtor and
          for such  amount  as is  represented  by the  Company  to Agent in the
          applicable Borrowing Base Certificate;

     (c)  it is  evidenced  by an  invoice  dated  not  later  than  the date of
          shipment of the related  Inventory or the  performance of the services
          or other  evidence of billing  acceptable to Agent giving rise to such
          Account  and it is not owing more than ninety (90) days after the date
          of the invoice corresponding to such Account;

     (d)  the unpaid  balance of such Account as  represented  by the Company to
          Agent in the applicable  Borrowing Base  Certificate is not subject to
          any defense,  counterclaim,  setoff, contra account, credit, allowance
          or adjustment by the Account Debtor  because of returned,  inferior or
          damaged  Inventory or services,  or for any other  reason,  except for
          customary  discounts allowed by the applicable  Borrowing Base Obligor
          in the ordinary course of business for prompt payment;

     (e)  the  transactions  leading to the creation of such Account comply with
          all applicable  local,  state and federal laws and  regulations of the
          jurisdiction  in which such  Account was created  where the failure to
          comply   therewith   could   reasonably  be  expected  to  impair  the
          collectibility of such Account;

     (f)  it is not an  Account  billed in  advance,  payable on  delivery,  for
          consigned  goods,  for  guaranteed  sales,  for  unbilled  sales,  for
          progress  billings,  payable at a future date in  accordance  with its
          terms,  subject  to a  retainage  or  holdback  or insured by a surety
          company;

     (g)  the  applicable  Borrowing  Base  Obligor  has  granted  to the  Agent
          pursuant to or in accordance with the Collateral  Documents (except to
          the extent not  required to do so  thereunder)  a  perfected  security
          interest  in such  Account  prior  in right to all  other  persons  or
          entities and such Account has not been sold,  transferred or otherwise
          assigned or encumbered by such Borrowing Base Obligor,  as applicable,
          to any person or entity other than pursuant to or in  accordance  with
          the Collateral Documents or this Agreement;

     (h)  it  is  not  owing  by an  Account  Debtor  who,  as of  the  date  of
          determination,  has failed to pay twenty-five percent (25%) or more of
          the  aggregate  amount of its  Accounts  owing to any  Borrowing  Base
          Obligor  within  ninety  (90) days  since the  original  invoice  date
          (provided that this requirement shall not apply to Accounts owing from
          General  Motors  Corporation,  Ford  Motor  Company,   DaimlerChrysler
          Corporation or their respective subsidiaries);

     (i)  such Account is not represented by any note, trade  acceptance,  draft
          or other  negotiable  instrument or by any chattel  paper,  except any
          such as has been endorsed and delivered by any Borrowing  Base Obligor
          pursuant to or in  accordance  with the  Collateral  Documents or this
          Agreement on or prior to such  Account's  inclusion in any  applicable
          Borrowing Base Certificate;

     (j)  the Borrowing  Base  Obligors have not received,  with respect to such
          Account,  any notice of the death of the related Account Debtor or any
          general  partner  thereof,   nor  of  the  dissolution,   liquidation,
          termination of existence, insolvency, business failure, appointment of
          a receiver for any part of the property of, assignment for the benefit
          of  creditors  by, or the filing of a petition  in  bankruptcy  or the
          commencement of any proceeding under any bankruptcy or insolvency laws
          by or against, such Account Debtor;

     (k)  the Account Debtor on such Account is not:

          (i)  an Affiliate of the Company or any of its Subsidiaries,

          (ii) unless the  applicable  Borrowing  Base Obligor has complied with
               the  provisions  of the Federal  Assignment  of Claims  Act,  the
               United  States  of  America  or  any   department,   agency,   or
               instrumentality thereof,

          (iii)a citizen or resident of any  jurisdiction  other than one of the
               United  States or  Canada,  unless  such  Account is secured by a
               letter of credit or a guaranty issued by a bank acceptable to the
               Agent and in form and substance  acceptable to the Agent,  in its
               reasonable discretion, or

          (iv) an Account  Debtor  whose  obligations  the Agent,  acting in its
               commercially  reasonable  judgment,  has notified the Company are
               not  deemed  to  constitute  an  Eligible   Account  because  the
               collectibility of such Account is or will be impaired;

     (l)  such Account satisfies any other eligibility criteria established from
          time to time by the Agent at the direction or with the  concurrence of
          the Majority  Banks,  all in  accordance  with  ordinary and customary
          asset-based lending standards, as reasonably determined by them; and

     (m)  it is not for the sale of tooling.

Any  Account  which is at any time an Eligible  Account  but which  subsequently
fails to meet any of the foregoing requirements,  shall forthwith cease to be an
Eligible Account.

     "Eligible  Inventory"  shall mean  Inventory of any Borrowing  Base Obligor
which meets each of the following requirements:

     (a)  it (i) is  subject to a  perfected  Lien in favor of Agent and (ii) is
          not subject to any other assignment, claim or Lien;

     (b)  it is saleable;

     (c)  it is in the possession  and control of the applicable  Borrowing Base
          Obligor and it is stored and held in  facilities  owned by a Borrowing
          Base  Obligor  or, if such  facilities  are not so owned,  Agent is in
          possession of a Collateral  Access  Agreement or other  acknowledgment
          agreements with respect thereto;

     (d)  it is not Inventory  produced in violation of the Fair Labor Standards
          Act and subject to the "hot goods"  provisions  contained  in Title 29
          U.S.C. ss.215;

     (e)  it is not  subject  to any  agreement  which  would  restrict  Agent's
          ability to sell or otherwise dispose of such Inventory, other than any
          restriction  established by an Account Debtor  relating to the sale of
          Inventory which is proprietary (or includes proprietary components) to
          a competitor, whether directly or indirectly;

     (f)  it is located in the United  States or in any  territory or possession
          of the  United  States  that  has  adopted  Article  9 of the  Uniform
          Commercial Code;

     (g)  it is not "in  transit" to any  Borrowing  Base Obligor or held by any
          Borrowing Base Obligor on consignment;

     (h)  it is not work-in-process Inventory; and

     (i)  Agent shall not have determined in its  discretion,  all in accordance
          with  ordinary  and  customary   asset-based  lending  standards,   as
          reasonably  determined  by Agent and the  requisite  Banks  that it is
          unacceptable due to age, type, category,  quality, quantity and/or any
          other reason whatsoever.

Inventory which is at any time Eligible  Inventory but which  subsequently fails
to meet any of the foregoing  requirements  shall forthwith cease to be Eligible
Inventory.

     "Eligible Tooling Account" shall mean an Account which has been included in
a Borrowing  Base  Certificate as an eligible  tooling  account to determine the
Borrowing Base, and as to which Account, as of any date, arises from the sale of
dies,  molds,  tooling  and  similar  items,  but  excluding  cutting  tools and
perishable  tooling   (collectively,   for  the  purposes  of  this  definition,
"tooling"),  which are payable in Dollars and in which the applicable  Borrowing
Base  Obligor  has  granted  to the Agent a  first-priority  perfected  security
interest pursuant to the Collateral Documents, valued at the face amount thereof
less sales, excise or similar taxes and less returns, discounts, claims, credits
and allowances of any nature eat any time issued, owing,  granted,  outstanding,
available or claimed,  and less any tooling  payables  relating to such Account,
provided that each of the following conditions is satisfied:

          (i)  the  sale of such  Tooling  is  covered  under  specific  written
     purchase orders or agreements between the applicable Borrowing Base Obligor
     and the  purchasers of such Tooling which  purchase  orders and  agreements
     shall have been delivered to the Agent and their terms and provisions shall
     be satisfactory to the Agent.

          (ii) the purchaser of the Tooling shall be satisfactory to the Agent;

          (iii) the  purchaser of the Tooling  shall be obligated for payment on
     an invoice from the applicable Borrowing Base Obligor that is not aged more
     than ninety (90) days from the original invoice date;

          (iv) the applicable Borrowing Base Obligor shall have submitted to the
     Agent such  internal  reports  with respect to the Tooling as the Agent may
     require,  copies of the Tooling invoices,  and evidence satisfactory to the
     Agent of the PPAP approval for the Tooling; and

          (v)  the  unpaid  balance  of  such  Tooling  as  represented  by  the
     applicable   Borrowing   Base  Obligor  is  not  subject  to  any  defense,
     counterclaim,  setoff,  contra-account,  vendor  account  payable,  credit,
     allowance or adjustment;

          (vi) it otherwise  complies with the definition of "Eligible  Account"
     contained herein.

     Any  Account  which is at any time an  Eligible  Tooling  Account but which
subsequently  fails to meet any of the foregoing  requirements,  shall forthwith
cease to be an Eligible Tooling Account.

     "Equity  Interests" means, with respect to any Person,  any and all shares,
share capital, interests, participations, warrants, options or other equivalents
(however  designated)  of  capital  stock  of a  corporation  and  any  and  all
equivalent ownership interests in a Person (other than a corporation).

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

     "Eurocurrency-based Advance" shall mean any Advance which bears interest at
the Eurocurrency-based Rate.

     "Eurocurrency-based  Rate"  shall mean a per annum  interest  rate which is
equal to the sum of (a) the Applicable Margin, plus (b) the quotient of:

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

          (B)  a percentage equal to 100% minus the maximum rate on such date at
               which Agent is required  to  maintain  reserves on  'Eurocurrency
               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 Agent is
               required to maintain  reserves  against a category of liabilities
               which  includes  eurocurrency  deposits or includes a category of
               assets which includes  eurocurrency loans, the rate at which such
               reserves are required to be maintained on such category,

such sum to be rounded  upward,  if necessary,  to the nearest whole multiple of
1/16th of 1%.

     "Eurocurrency-Interest  Period"  shall  mean,  for  any  Eurocurrency-based
Advance, an interest period of one, two or three months (or such other period as
is agreed to by Company  and the Banks) as  selected  by the  Company,  for such
Eurocurrency-based  Advance  pursuant to Section 2.3 or 2.5 hereof,  as the case
may be.

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

     "Event of Default"  shall mean each of the Events of Default  specified  in
Section 9.1 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 Agent from three  Federal  funds  brokers  of  recognized  standing
selected  by it, all as  conclusively  determined  by the Agent,  such sum to be
rounded upward, if necessary, to the nearest whole multiple of 1/16th of 1%.

     "Fee Letter" shall mean each fee letter in effect from time to time between
Company and the Agent or any Bank hereunder, as amended from time to time.

     "Fees"  shall mean the Letter of Credit Fees and the other fees and charges
payable by the Company to the Banks or Agent hereunder.

     "Fixed Charge  Coverage  Ratio" shall mean as of any date of  determination
thereof,  a ratio the numerator of which is EBITDA for the four preceding fiscal
quarters  ending on such date of  determination  and the denominator of which is
the sum of all of  Company's  and its  Consolidated  Subsidiaries'  (a) interest
expense during such period,  (b) income taxes expensed  during such period,  (c)
dividends paid during such period  (excluding  dividends and  distributions by a
Subsidiary  of Company to Company or a  Subsidiary  of  Company),  (d) lease and
rental expense during such period and (e) all payments of principal with respect
to Funded Debt of Company and its Consolidated  Subsidiaries during such period,
all as determined in accordance with GAAP.

     "Foreign  Person" shall mean an Account  Debtor which (i) does not maintain
its  chief  executive  office  in the  United  States  of  America,  (ii) is not
organized under the laws of the United States of America,  or any state thereof,
or (iii) is the government of any foreign country of sovereign  state, or of any
state, province, municipality or other instrumentality thereof.

     "Foreign  Subsidiary(ies)"  shall mean each Subsidiary of the Company which
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)
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, (d) all liabilities secured by
any 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.

     "Funded Debt to EBITDA Ratio" shall mean as of any date of determination, a
ratio the numerator of which is all Funded Debt of Company and its  Consolidated
Subsidiaries as of such date and the denominator of which is EBITDA for the four
preceding fiscal quarters ending on such date of determination.  For purposes of
determining the Funded Debt to EBITDA Ratio, Funded Debt consisting of Revolving
Credit  outstandings   (including   outstanding  Letters  of  Credit)  shall  be
calculated on the basis of the average  outstandings during the Company's fiscal
quarter ending of the applicable date of determination.

     "GAAP" shall mean generally  accepted  accounting  principles in the United
States of America,  consistently  applied;  provided however that in the case of
determination  of compliance with the financial  covenants set forth in Sections
7.9  through  7.13 and 8.7,  GAAP shall mean such  accounting  principles  as in
effect on the Effective Date.

     "Governmental  Obligations" means noncallable direct general obligations of
the United  States of America or  obligations  the payment of  principal  of and
interest on which is unconditionally guaranteed by the United States of America.

     "Guarantee  Obligation"  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,
guaranty agreement, keepwell agreement, purchase agreement,  counterindemnity 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.

     "Guarantor(s)" shall Tecstar, LLC, Wheel to Wheel Acquisition Company, LLC,
Wheel  to  Wheel,  Inc.  and  Tecstar  Manufacturing  Canada  Limited  and  each
Subsidiary  which is required by the Banks to guarantee the  obligations  of the
Company hereunder and under the other Loan Documents.

     "Guaranties"  shall  mean  those  certain  guaranties  of  all  outstanding
Indebtedness  of the  Company,  executed  and  delivered  (or to be executed and
delivered) by the Guarantors  (whether by execution thereof,  or by execution of
the Joinder Agreement attached as "Exhibit A" to the form of such Guaranty),  to
the Agent,  on behalf of the Banks, in the form annexed hereto as Exhibits "I-1"
and "I-2", as amended from time to time.

     "Hazardous Material" shall mean any hazardous or toxic waste,  substance or
material  defined  or  regulated  as such in or for  purposes  of the  Hazardous
Material Laws.

     "Hazardous Material Law(s)" shall mean all laws, codes, ordinances,  rules,
regulations,  orders,  decrees  and  final,  written  directives  issued  by any
federal,  state, local or other governmental or quasi-governmental  authority or
body  (or  any  agency,   instrumentality  or  political   subdivision  thereof)
pertaining  to any  substance  or  material  which is  regulated  for reasons of
health,  safety or the environment and which is present or alleged to be present
on or about or used in any facilities  owned,  leased or operated by the Company
or  any  of  its  Subsidiaries,   or  any  portion  thereof  including,  without
limitation,  those relating to soil, surface, subsurface ground water conditions
and  the  condition  of the  indoor  and  outdoor  ambient  air;  any  so-called
"superfund" or "superlien"  law; and any other federal,  state or local statute,
law, ordinance, code, rule, regulation, order or decree regulating, relating to,
or  imposing  liability  or  standards  of  conduct  concerning,  any  Hazardous
Material, as now or at any time during the term of the Agreement in effect.

     "Hedging Transaction" means 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
the Company from time to time;  provided that such  transaction  is entered into
for risk management purposes and not for speculative purposes.

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

     "Indebtedness"  shall  mean  all  indebtedness  and  liabilities  including
interest,  fees and  other  charges  (including  interest  accruing  at the then
applicable rate provided in this Agreement or any other applicable Loan Document
after the  Revolving  Credit  Maturity  Date and  interest  accruing at the then
applicable rate provided in this Agreement or any other applicable Loan Document
after the filing of any  petition  in  bankruptcy,  or the  commencement  of any
insolvency,  reorganization  or like proceeding,  relating to the Company or any
Guarantor,  whether or not a claim for post-filing or post-petition  interest is
allowed in such  proceeding),  arising under this  Agreement or any of the other
Loan  Documents,  whether  direct or indirect,  absolute or  contingent,  of the
Company or any  Guarantor  to any of the Banks or  Affiliates  thereof or to the
Agent, in any manner and at any time,  whether arising under this Agreement,  or
under the  Guaranty  or any of the other Loan  Documents,  due or  hereafter  to
become due,  now owing or that may  hereafter  be incurred by the Company or any
Guarantor to, any of the Banks or Affiliates  thereof or to the Agent (and which
shall be deemed to include any  liabilities  of the Company or any  Guarantor to
any Bank arising in connection with account overdrafts),  and any judgments that
may  hereafter  be  rendered  on such  indebtedness  or any part  thereof,  with
interest according to the rates and terms specified,  or as provided by law, any
payment  obligations,  if any,  under  Hedging  Transactions  evidenced  by Bank
Hedging  Agreements,  and  any  and all  consolidations,  amendments,  renewals,
replacements,  substitutions  or extensions of any of the  foregoing;  provided,
however that for purposes of calculating the Indebtedness outstanding under this
Agreement  or any of the other  Loan  Documents,  the direct  and  indirect  and
absolute and contingent  obligations of the Company and the Guarantors  (whether
direct or contingent) shall be determined without duplication.

     "Intercompany  Loan"  shall  mean any loan (or  advance  in the nature of a
loan) by the Company to any Guarantor, or by any Subsidiary to the Company or to
any Guarantor,  provided that each such loan or advance is subordinated in right
of payment and priority to the Indebtedness on terms and conditions satisfactory
to Agent and the Majority Banks.

     "Intercompany  Loans,  Advances or Investments" shall mean any Intercompany
Loan, and any advance or investment by the Company or any Subsidiary  (including
without limitation any guaranty of obligations or indebtedness to third parties)
to or in another Subsidiary (or by any Subsidiary to the Company).

     "Intercompany  Note" shall mean any promissory  note issued or to be issued
by the Company or any Subsidiary to evidence an Intercompany Loan  substantially
in the form of Exhibit K.

     "Interest  Period"  shall  mean (a) with  respect  to a  Eurocurrency-based
Advance,   a   Eurocurrency-Interest   Period,   commencing   on   the   day   a
Eurocurrency-based  Advance is made, or on the effective  date of an election of
the Eurocurrency-based  Rate made under Section 2.3 hereof, and (b) with respect
to a Swing Line  Advance  carried at the Quoted Rate,  an interest  period of 30
days (or any lesser  number of days agreed to in advance by the  Company,  Agent
and the Swing Line Bank or required  under  clause  (iii) of the proviso to this
definition);  provided,  however  that  (i)  any  Interest  Period  which  would
otherwise  end on a day  which  is not a  Business  Day  shall  end on the  next
succeeding  Business Day,  except that as to an Interest  Period in respect of a
Eurocurrency-based Advance, if the next succeeding Business Day falls in another
calendar month,  such Interest  Period shall end on the next preceding  Business
Day,  (ii) when an Interest  Period in respect of a  Eurocurrency-based  Advance
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,  (iii) with respect to any Quoted Rate Advance,  the
last  day of the  applicable  Interest  Period  shall be on or  before  the last
Business  Day of the week in which such  Advance is made,  and (iv) no  Interest
Period in respect of any  Advance  shall  extend  beyond  the  Revolving  Credit
Maturity Date.

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

     "Investment"  shall mean,  when used with  respect to any  Person,  (a) any
loan,  investment or advance made by such Person to any other Person (including,
without limitation,  any contingent obligation) in respect of any capital stock,
Debt,  obligation or liability of such other Person and (b) any other investment
made by such Person (however acquired) in stock or other ownership  interests in
any other Person, including, without limitation, any investment made in exchange
for the issuance of shares of stock of such Person.

     "Investor" shall mean any person or group of persons (within the meaning of
Rule 13d-3 promulgated by the SEC under the Securities  Exchange Act of 1934, as
amended) who held beneficial ownership of at least 5% of the voting stock of the
Company,  or who was a director or employee of the Company or its  Subsidiaries,
or who was a shareholder  of record of Wheel to Wheel,  Inc., (in any such case)
on January 14, 2004, and any affiliate of any such person.

     "Issuing Bank" shall mean Comerica Bank in its capacity as issuer of one or
more Letters of Credit hereunder, or its successor designated by the Company and
the Banks.

     "Issuing  Office" shall mean such office as Issuing Bank shall designate as
its Issuing Office.

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

     "Letter of Credit Documents" is defined in Section 3.7.

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

     "Letter of Credit Maximum Amount" shall mean Five Hundred  Thousand Dollars
($500,000).

     "Letter of Credit Obligations" shall mean at any date of determination, the
sum  of (a)  the  aggregate  undrawn  amount  of  all  Letters  of  Credit  then
outstanding,  (b) the aggregate  face amount of all Letters of Credit  requested
but not yet issued as of such date and (c) the aggregate amount of Reimbursement
Obligations which have not been reimbursed by the Company as of such date.

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

     "Letter(s)  of Credit"  shall mean any standby  letters of credit issued by
Issuing Bank at the request of or for the account of an Account Party or Account
Parties pursuant to Article 3 hereof.

     "Leverage  Ratio"  shall mean as of any date of  determination  a ratio the
numerator of which is Debt of Company and its  Consolidated  Subsidiaries  as of
such date and the  denominator of which is Tangible Net Worth of Company and its
Consolidated Subsidiaries as of such date.

     "Lien" shall mean any pledge, assignment, hypothecation, mortgage, security
interest, deposit arrangement,  option, trust receipt, conditional sale or title
retaining contract,  sale and leaseback  transaction,  Capitalized Lease, or any
other  similar  type of lien,  charge,  encumbrance,  preferential  or  priority
arrangement, whether based on common law or statute.

     "Loan Documents" shall mean,  collectively,  this Agreement,  the Notes (if
issued), the Letter of Credit Agreements, the Letters of Credit, the Guaranties,
the Collateral  Documents,  any Bank Hedging  Agreement and any other documents,
certificates,  instruments or agreements executed or delivered pursuant to or in
connection  with any such document or this  Agreement,  as such documents may be
amended or otherwise modified from time to time.

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

     "Majority  Banks" shall mean (a) so long as the Revolving  Credit Aggregate
Commitment  is  outstanding  hereunder,  at any time Banks holding not less than
66?%  of the  aggregate  principal  amount  of the  Revolving  Credit  Aggregate
Commitment  and  (b) if the  Revolving  Credit  Aggregate  Commitment  has  been
terminated,  at any time  Banks  holding  not less  than  66?% of the  aggregate
principal amount of Indebtedness then outstanding  hereunder (provided that, for
purposes of determining Majority Banks hereunder, Indebtedness outstanding under
the Swing Line or under any Letter of Credit shall be allocated  among the Banks
based on their respective Percentages).

     "Material  Adverse Effect" shall mean a material  adverse effect on (a) the
business or financial  condition of the Company and its Subsidiaries  taken as a
whole,  (b) the  ability of the  Company  and the  Guarantors  to perform  their
respective  obligations  under this  Agreement  when  required to be  performed,
including  the Notes (if issued) or any other Loan  Document to which  either of
them is a party, or (c) the validity or enforceability of this Agreement, any of
the Notes  (if  issued)  or any of the other  Loan  Documents  or the  rights or
remedies of the Agent or the Banks hereunder or thereunder.

     "Merger" shall mean the merger of Wheel to Wheel,  Inc. with and into Wheel
to Wheel  Acquisition  Company,  LLC pursuant to the Transaction  Documents with
Wheel to Wheel Acquisition Company, LLC as the survivor.

     "Mortgage(s)"  shall  mean  the  mortgage(s)  and  deeds  of  trust of real
property owned by the Company or any Guarantor in form satisfactory to the Agent
(and containing  customary local law provisions for comparable  transactions) as
the case may be,  executed and delivered as of the date hereof,  or executed and
delivered  after the Effective Date by the Company or any Guarantor  pursuant to
Section 7.17 hereof, as such mortgages may be amended or otherwise modified from
time to time and "Mortgage" shall mean any of them.

     "Multiemployer  Plan"  shall mean a Pension  Plan which is a  multiemployer
plan as defined in Section 4001(a)(3) of ERISA.

     "Net Cash  Proceeds"  shall  mean,  with  respect  to any Asset  Sale,  the
aggregate cash payments  received by the Company  and/or any  Guarantor,  as the
case may be, from such Asset Sale, net of the reasonable direct expenses of sale
such as  commissions  and pro rated property taxes and net of any taxes actually
payable by the Company or such  Guarantor in respect of such sales,  taking into
account the Company's or such  Guarantor's  losses,  if any, which are available
under applicable law to reduce such gains.

     "Net Income" of any Person for any period of determination  shall mean, the
net income of such Person as determined in accordance with GAAP.

     "Non-Defaulting Bank" is defined in Section 2.4(c).

     "Notes" shall mean the Revolving Credit Notes and the Swing Line Notes.

     "Offering" shall mean a secondary  offering of Company's stock which yields
gross proceeds to Company of $10,000,000 or more.

     "Operating Lease" shall mean any lease (or other arrangement  conveying the
right to use) or real or personal property,  or any combination  thereof,  which
lease is not required to be classified as a Capitalized Lease in accordance with
GAAP.

     "Overformula  Amount"  shall  initially  mean  Four  Million  Five  Hundred
Thousand Dollars ($4,500,000). Commencing February 1, 2004, and on the first day
of each month thereafter, the Overformula Amount shall automatically permanently
reduce by $187,500  until it is $0. Upon the  consummation  of an Offering,  the
Overformula Amount shall be reduced to $0.

     "Pension  Plan"  shall  mean any plan  established  and  maintained  by the
Company  or any  Subsidiary  which is  qualified  under  Section  401(a)  of the
Internal  Revenue Code and subject to the minimum  funding  standards of Section
412 of the Internal Revenue Code.

     "Percentage" shall mean with respect to each Bank, its percentage share, as
set forth on Schedule  1.2, as such Schedule may be revised from time to time by
Agent in accordance with Section 13.8.

     "Permitted  Acquisition"  shall  mean  any  acquisition  by  Company  or  a
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 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,  Company's
          business,  or is engaged in a business using systems or techniques not
          unlike those of the Company;

     (b)  Company  shall have  delivered to Agent not less than fifteen (15) nor
          more  than  ninety  (90) days  prior to the date of such  acquisition,
          notice of such acquisition together with pro forma projected financial
          information acceptable to Agent;

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

     (d)  The  board  of  directors  (or  other  Person(s)   exercising  similar
          function(s)  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

     (e)  The  total  consideration  paid for such  acquisition  (including  the
          assumption of debt) does not exceed Five Million Dollars  ($5,000,000)
          and the total consideration for all Permitted Acquisitions paid during
          the  terms of this  Agreement  does not  exceed  Ten  Million  Dollars
          ($10,000,000).

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

     (a)  Governmental Obligations;

     (b)  Obligations of a state of the United States,  the District of Columbia
          or any possession of the United States,  or any political  subdivision
          thereof, which are described in Section 103(a) of the Internal Revenue
          Code and are graded in any of the  highest  three (3) major  grades as
          determined by at least one Rating Agency;  or secured,  as to payments
          of  principal  and  interest,  by a letter  of  credit  provided  by a
          financial  institution  or  insurance  provided  by a  bond  insurance
          company  which in each  case is  itself or its debt is rated in one of
          the  highest  three (3) major  grades  as  determined  by at least one
          Rating Agency;

     (c)  Banker's  acceptances,  commercial accounts,  demand deposit accounts,
          money market accounts, certificates of deposit, or depository receipts
          issued  by or  maintained  with  any  Bank or a bank,  trust  company,
          savings  and  loan  association,   savings  bank  or  other  financial
          institution   whose  deposits  are  insured  by  the  Federal  Deposit
          Insurance  Corporation and whose reported capital and surplus equal at
          least  $250,000,000,  provided  that such minimum  capital and surplus
          requirement  shall not apply to demand deposit accounts  maintained by
          the  Company  or any of the  Subsidiaries  in the  ordinary  course of
          business;

     (d)  Commercial  paper rated at the time of purchase within the two highest
          classifications  established by not less than two Rating Agencies, and
          which matures within 270 days after the date of issue;

     (e)  Secured  repurchase   agreements  against   obligations   itemized  in
          paragraph  (a) above,  and  executed by a bank or trust  company or by
          members  of the  association  of primary  dealers or other  recognized
          dealers in United States  government  securities,  the market value of
          which  must be  maintained  at  levels at least  equal to the  amounts
          advanced; and

     (f)  Any fund or other pooling arrangement which exclusively  purchases and
          holds the investments itemized in (a) through (e) above.

     "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 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;

     (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;

     (f)  attachment,  judgment  and other  similar  non-tax  liens  arising  in
          connection with court proceedings,  but only if and for so long as the
          execution or other  enforcement  of such liens is and  continues to be
          effectively  stayed and bonded on appeal in a manner  satisfactory  to
          Bank for the full  amount  thereof,  the  validity  and  amount of the
          claims secured thereby are being actively  contested in good faith and
          by   appropriate   lawful   proceedings,   appropriate   reserves  are
          established  with respect to such liens,  such liens do not materially
          impair the operation of the Company's business, and such liens are and
          remain junior in priority to the liens in favor of the Bank; and

     (g)  interests  of  lessors  in leased  equipment,  including  filings  for
          notification purposes.

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

     "Potential Financial Institution" is defined in Section 2.4(c).

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

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

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

     "Purchasing Bank" shall have the meaning set forth in Section 11.7.

     "Quoted  Rate"  shall mean the rate of  interest  per annum  offered by the
Swing Line Bank in its sole discretion with respect to a Swing Line Advance.

     "Quoted Rate Advance"  means any Swing Line Advance which bears interest at
the Quoted Rate.

     "Rating Agency" shall mean Moody's Investor  Services,  Inc.,  Standard and
Poor's Ratings  Services,  their  respective  successors or any other nationally
recognized statistical rating organization which is acceptable to the Agent.

     "Register" is defined in Section 13.8(f) hereof.

     "Reimbursement  Obligation(s)"  shall  mean  the  aggregate  amount  of all
unreimbursed  drawings under all Letter of Credit Agreements  (excluding for the
avoidance of doubt,  amounts deemed to have been advanced under Section  3.6(a))
together  with all other sums,  fees,  charges and amounts which may be owing to
the  Issuing  Bank  under  such  Letter of Credit  Agreement  or this  Agreement
relating to Letters of Credit.

     "Request for Advance" shall mean a Request for Revolving  Credit Advance or
a Request for Swing Line  Advance,  as the context may  indicate,  or  otherwise
require.

     "Request for Revolving Credit Advance" shall mean a request for a Revolving
Credit  Advance issued by the Company under Section 2.3 of this Agreement in the
form annexed hereto as Exhibit A, as amended or otherwise modified in accordance
with the terms hereof.

     "Request  for Swing Line  Advance"  shall  mean a request  for a Swing Line
Advance issued by the Company under Section 2.5(c) of this Agreement in the form
attached  hereto as Exhibit D, as amended or  otherwise  modified in  accordance
with the terms of this Agreement.

     "Requirement  of Law"  shall  mean as to any  Person,  the  certificate  of
incorporation and bylaws, the partnership  agreement or other  organizational or
governing  documents of such Person and any law,  treaty,  rule or regulation or
determination of an arbitration or a court or other Governmental  Authority,  in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

     "Responsible  Officer"  shall  mean  the  chief  executive  officer,  chief
financial officer, treasurer or the president of the Company, or with respect to
compliance  with  financial  covenants,  the  chief  financial  officer  or  the
treasurer  of the Company or any other  officer  having  substantially  the same
authority and responsibility.

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

     "Revolving Credit Advance" shall mean a borrowing  requested by the Company
and made by the Banks under  Section 2.1 of this  Agreement,  including  without
limitation any readvance,  refunding or conversion of such borrowing pursuant to
Section  2.3  hereof and any  advance  in  respect  of a Letter of Credit  under
Section 3.6(a) hereof, and shall include,  as applicable,  a  Eurocurrency-based
Advance and/or a Prime-based Advance.

     "Revolving  Credit Aggregate  Commitment" shall mean Thirty Million Dollars
($30,000,000),  subject to reduction or  termination  under  Section 2.13 or 9.2
hereof.

     "Revolving  Credit Commitment Fee" shall mean the fees payable to Agent for
distribution to the Banks pursuant to Section 2.12 hereof.

     "Revolving  Credit Maturity Date" shall mean the earlier to occur of either
(i)  April 1,  2006 or (ii) the date on which  the  Revolving  Credit  Aggregate
Commitment shall terminate in accordance with the provisions of this Agreement.

     "Revolving Credit Notes" shall mean the revolving credit notes described in
Section 2.2 hereof, made by the Company to each of the Banks in the form annexed
to this  agreement  as Exhibit  B, as such notes may be amended or  supplemented
from time to time,  and any other notes issued in  substitution,  replacement or
renewal thereof from time to time.

     "Security Agreement" shall mean the Security Agreement substantially in the
form of the  Security  Agreement  annexed  hereto  as  Exhibit  K  executed  and
delivered by the Company and the Guarantors in favor of the Agent, as amended or
otherwise modified from time to time.

     "Special  Dividend" shall mean a distribution from a Subsidiary to Wheel to
Wheel,  Inc. and  redistribution  by Wheel to Wheel, Inc. to the shareholders of
Wheel to Wheel,  Inc. to be made on or about  January  15, 2004 in an  aggregate
amount not exceeding $4,500,000.

     "Subordination  Agreement" shall mean any  subordination  agreement entered
into from time to time between  Agent,  for and on behalf of the Banks,  and any
holder of Subordinated  Debt, to evidence the subordination of such Subordinated
Debt to the Indebtedness  hereunder, as each such subordination agreement may be
amended from time to time.

     "Subordinated  Debt"  shall  mean any Debt of the  Company  which  has been
subordinated in right of payment and priority to the Indebtedness,  all on terms
and conditions satisfactory to the Agent and the Majority Banks.

     "Subordinated   Debt  Documents"  shall  mean  and  include  any  documents
evidencing  any  Subordinated  Debt,  in each case,  as the same may be amended,
modified or supplemented  from time to time in compliance with the terms of this
Agreement.

     "Subordinated  Notes"  shall  mean  any  notes  or  instruments  evidencing
Subordinated Debt as the same may be amended, modified or supplemented from time
to time in compliance with the terms of this Agreement.

     "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 each  Person  which is a
Subsidiary of the Company.

     "Swing  Line" shall mean the  revolving  credit loans to be advanced to the
Company by the Swing Line Bank  pursuant to Section 2.5 hereof,  in an aggregate
amount  (subject  to  the  terms  hereof),  not  to  exceed,  at  any  one  time
outstanding, the Swing Line Maximum Amount.

     "Swing Line Advance"  shall mean a borrowing made by Swing Line Bank to the
Company pursuant to Section 2.5 hereof.

     "Swing Line Bank" shall mean  Comerica Bank in its capacity as lender under
Section 2.5 of this Agreement or its successor as lender of the Swing Line.

     "Swing Line Maximum Amount" shall mean Five Million Dollars ($5,000,000).

     "Swing Line  Notes"  shall mean the swing line notes which may be issued by
the Company at the request of Swing Line Bank pursuant to Section  2.5(a) hereof
in the form  annexed  hereto as Exhibit C, as the case may be, as such Notes may
be  amended  or  supplemented  from  time to  time,  and  any  notes  issued  in
substitution, replacement or renewal thereof from time to time.

     "Tangible   Net  Worth"  shall  mean,   as  of  any   applicable   date  of
determination, the excess of (i) the net book value of all assets of Company and
its  Consolidated  Subsidiaries  (other  than  receivables  due  from  officers,
employees and other affiliated parties and patents,  patent rights,  trademarks,
trade names,  franchises,  copyrights,  licenses,  goodwill,  deferred expenses,
covenants not to compete and similar  intangible  assets) after all  appropriate
deductions in accordance with GAAP (including, without limitation,  reserves for
doubtful receivables,  obsolescence,  depreciation and amortization),  over (ii)
all Debt of Company and its Consolidated Subsidiaries.

     "Transaction" shall mean the transaction series of transactions pursuant to
which  Company  acquires,  directly or  indirectly,  one hundred  percent of the
Equity  Interests  in Wheel to Wheel,  Inc.  and Wheel to Wheel,  Inc.  pays the
Special Dividend.

     "Transaction  Documents" shall mean the Agreement and Plan of Merger by and
among Wheel to Wheel, Inc., Wheel to Wheel Acquisition Company, LLC, company and
certain  shareholders  effective  October  29,  2003,  together  with all  other
documents  and  instruments  executed  and  delivered  in  connection  with  the
Transaction.

     2. REVOLVING CREDIT

     2.1  Commitment.  Subject  to the terms and  conditions  of this  Agreement
(including without  limitation Section 2.3 hereof),  each Bank severally and for
itself alone agrees to make Advances of the  Revolving  Credit in Dollars to the
Company  from  time to time on any  Business  Day  during  the  period  from the
Effective Date hereof until (but  excluding) the Revolving  Credit Maturity Date
in an aggregate  amount,  not to exceed at any one time  outstanding such Bank's
Revolving  Credit  Percentage  of the  Revolving  Credit  Aggregate  Commitment.
Subject to the terms and conditions set forth herein,  advances,  repayments and
readvances may be made under the Revolving Credit.

     2.2 Accrual of Interest and  Maturity;  Evidence of  Indebtedness.  (a) The
Company hereby  unconditionally  promises to pay to the Agent for the account of
each Bank the then unpaid  principal  amount of each  Revolving  Credit  Advance
(plus all  accrued  and  unpaid  interest)  of such Bank to the  Company  on the
Revolving Credit Maturity Date and on such other dates and in such other amounts
as may be required from time to time pursuant to this Agreement.

     (a)  Each Bank shall  maintain  in  accordance  with its usual  practice an
          account or  accounts  evidencing  indebtedness  of the  Company to the
          appropriate  lending office of such Bank resulting from each Revolving
          Credit  Advance made by such lending  office of such Bank from time to
          time,  including the amounts of principal and interest payable thereon
          and paid to such Bank from time to time under this Agreement.

     (b)  The Agent shall maintain the Register pursuant to Section 13.8(f), and
          a subaccount  therein for each Bank, in which Register and subaccounts
          (taken  together)  shall be recorded (i) the amount of each  Revolving
          Credit  Advance made  hereunder,  the type  thereof and each  Interest
          Period applicable to any  Eurocurrency-based  Advance, (ii) the amount
          of any  principal  or  interest  due and  payable or to become due and
          payable  from the  Company  to each Bank  hereunder  in respect of the
          Revolving  Credit  Advances  and  (iii)  both  the  amount  of any sum
          received  by the Agent  hereunder  from the  Company in respect of the
          Revolving Credit Advances and each Bank's share thereof.

     (c)  The  entries  made in the  Register  and  the  accounts  of each  Bank
          maintained  pursuant  to  paragraphs  (b) and (c) of this  Section 2.1
          shall absent  manifest  error,  to the extent  permitted by applicable
          law,  be  conclusive  evidence  of the  existence  and  amounts of the
          obligations of the Company therein recorded;  provided,  however, that
          the failure of any Bank or the Agent to maintain  the  Register or any
          such account,  as applicable,  or any error therein,  shall not in any
          manner  affect the  obligation  of the Company to repay the  Revolving
          Credit  Advances (and all other  amounts  owing with respect  thereto)
          made to the Company by the Banks in accordance  with the terms of this
          Agreement.

     (d)  The Company  agrees that,  upon  written  request to the Agent (with a
          copy to the  Company)  by any  Bank,  the  Company  will  execute  and
          deliver, to such Bank, at Company's own expense, a Note evidencing the
          outstanding Revolving Credit Advances owing to such Bank.

     2.3 Requests for and  Refundings and  Conversions of Advances.  The Company
may request an Advance of the Revolving  Credit,  refund any such Advance in the
same type of Advance or convert any such Advance to any other type of Advance of
the  Revolving  Credit only after  delivery to Agent of a Request for  Revolving
Credit  Advance  executed  by a  person  previously  authorized  (in  a  writing
delivered to the Agent) by the Company to execute such  Request,  subject to the
following:

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

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

          (ii) whether  such  Advance  is  a  refunding  or   conversion  of  an
               outstanding Advance; and

          (iii)whether  such  Advance  is  to  be  a  Prime-based  Advance  or a
               Eurocurrency-based   Advance,  and,  except  in  the  case  of  a
               Prime-based   Advance,   the  first  Interest  Period  applicable
               thereto.

     (b)  each such Request for Revolving  Credit  Advance shall be delivered to
          Agent by 1:00 p.m. (Detroit time) three (3) Business Days prior to the
          proposed date of Advance, except in the case of a Prime-based Advance,
          for which the  Request  for Advance  must be  delivered  by 11:00 a.m.
          (Detroit time) on such proposed date for Advances;

     (c)  on the  proposed  date of such  Advance,  after  giving  effect to all
          Advances  and Letters of Credit  requested by the Company on such date
          (including,  without duplication,  the deemed Advances funded by Agent
          under  Section  3.6(a)  hereof  in  respect  of  the  Company's  or an
          applicable Account Party's reimbursement  obligation  hereunder),  the
          sum of (x) the  aggregate  principal  amount  of all  Advances  of the
          Revolving  Credit and of the Swing Line  requested or  outstanding  on
          such date plus (y) the Letter of Credit  Obligations  as of such date,
          shall not exceed the lesser of the then  applicable (i) Borrowing Base
          and (ii) Revolving Credit Aggregate Commitment;

               provided however,  that, in the case of any Advance being applied
               to  refund or  convert  an  outstanding  Advance,  the  aggregate
               principal  amount of such  Advances to be  refunded or  converted
               shall not be included  for purposes of  calculating  availability
               under this Section 2.3(c);

     (d)  in the case of a  Prime-based  Advance,  the  principal  amount of the
          initial  funding  of such  Advance,  as opposed  to any  refunding  or
          conversion thereof, shall be at least $500,000;

     (e)  in the case of a  Eurocurrency-based  Advance, the principal amount of
          such Advance,  plus the amount of any other outstanding Advance of the
          Revolving  Credit  to be  then  combined  therewith  having  the  same
          Applicable  Interest  Rate and Interest  Period,  if any,  shall be at
          least  $1,000,000 (or a larger integral  multiples of $500,000) and at
          any  one  time   there   shall   not  be  in   effect   more   than  3
          Eurocurrency-based Rates and Eurocurrency-Interest Periods;

     (f)  a Request for Revolving Credit Advance, once delivered to Agent, shall
          not be revocable by the Company;

     (g)  each  Request  for  Revolving   Credit  Advance  shall   constitute  a
          certification by the Company, as of the date thereof that:

          (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 Loan Parties;

          (ii) all  conditions  to  Advances of the  Revolving  Credit 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 the Company.

     Agent,  acting on behalf of the Banks, may, at its option,  lend under this
     Section 2.3 upon the telephone  request of a person  previously  authorized
     (in a writing  delivered to the Agent) by the Company to make such requests
     and,  in the event  Agent,  acting on behalf of the  Banks,  makes any such
     Advance  upon a telephone  request,  the  requesting  officer  shall fax to
     Agent,  on the same day as such telephone  request,  a Request for Advance.
     The Company hereby authorizes Agent to disburse Advances under this Section
     2.3 pursuant to the telephone instructions of any person purporting to be a
     person  identified  by name on a written list of persons  authorized by the
     Company and  delivered  to Agent prior to the date of such  request to make
     Requests  for  Advance  on  behalf  of  the  Company.  Notwithstanding  the
     foregoing, the Company acknowledges that the 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 the Request for  Revolving  Credit  Advance form as of
     the date of such requested Advance.

     2.4 Disbursement of Advances.

     (a)  Upon  receiving  any Request for  Revolving  Credit  Advance  from the
          Company under  Section 2.3 hereof,  Agent shall  promptly  notify each
          Bank by wire,  telex or  telephone  (confirmed  by wire,  telecopy  or
          telex)  of the  amount  of such  Advance  to be made and the date such
          Advance is to be made by said Bank pursuant to its  Percentage of such
          Advance.  Unless  such  Bank's  commitment  to  make  Advances  of the
          Revolving  Credit hereunder shall have been suspended or terminated in
          accordance  with this  Agreement,  each such Bank shall make available
          the amount of its Percentage of each Advance in immediately  available
          funds to Agent, as follows:

          (i)  for  Domestic  Advances,  at the  office of Agent  located at One
               Detroit Center, Detroit, Michigan 48226, not later than 3:00 p.m.
               (Detroit time) on the date of such Advance; and

          (ii) for Eurocurrency-based Advances, at the Agent's Correspondent for
               the account of the Eurocurrency  Lending Office of the Agent, not
               later than 12 noon (the time of the Agent's Correspondent) on the
               date of such Advance.

     (b)  Subject to  submission  of an executed  Request for  Revolving  Credit
          Advance by the  Company  without  exceptions  noted in the  compliance
          certification  therein, Agent shall make available to the Company, the
          aggregate  of the  amounts  so  received  by it from the Banks in like
          funds and currencies:

          (i)  for Domestic Advances, not later than 4:00 p.m. (Detroit time) on
               the date of such  Advance  by credit  to an  account  of  Company
               maintained  with Agent or to such other account or third party as
               Company may reasonably direct; and

          (ii) for  Eurocurrency-based  Advances,  not later than 4:00 p.m. (the
               time of the Agent's  Correspondent)  on the date of such Advance,
               by credit to an account of the Company  maintained  with  Agent's
               Correspondent  or to such  other  account  or third  party as the
               Company may reasonably direct.

     (c)  Agent shall deliver the  documents  and papers  received by it for the
          account  of each Bank to such  Bank or upon its  order.  Unless  Agent
          shall have been notified by any Bank prior to the date of any proposed
          Revolving  Credit  Advance  that  such  Bank  does not  intend to make
          available to Agent such Bank's  Percentage of such Advance,  Agent may
          assume that such Bank has made such amount  available to Agent on such
          date,  as aforesaid and may, in reliance  upon such  assumption,  make
          available to the Company a corresponding amount. If such amount is not
          in fact made  available  to Agent by such Bank,  as  aforesaid,  Agent
          shall be entitled to recover such amount on demand from such Bank.  If
          such Bank  does not pay such  amount  forthwith  upon  Agent's  demand
          therefor  and  the  Agent  has in  fact  made a  corresponding  amount
          available to the Company,  the Agent shall promptly notify the Company
          and the  Company  shall pay such  amount to Agent,  if such  notice is
          delivered  to the  Company  prior  to 1:00  p.m.  (Detroit  time) on a
          Business Day, on the day such notice is received, and otherwise on the
          next Business  Day.  Agent shall also be entitled to recover from such
          Bank or the  Company,  as the case may be,  but  without  duplication,
          interest  on such  amount  in  respect  of each day from the date such
          amount was made  available by Agent to the  Company,  to the date such
          amount is recovered by Agent, at a rate per annum equal to:

          (i)  in the case of such  Bank,  for the first two (2)  Business  Days
               such amount remains  unpaid,  with respect to Domestic  Advances,
               the  Federal   Funds   Effective   Rate,   and  with  respect  to
               Eurocurrency-based  Advances,  Agent's  aggregate  marginal  cost
               (including  the cost of  maintaining  any  required  reserves  or
               deposit insurance and of any fees,  penalties,  overdraft charges
               or other costs or expenses  incurred by Agent as a result of such
               failure to deliver  funds  hereunder) of carrying such amount and
               thereafter,  at the  rate of  interest  then  applicable  to such
               Revolving Credit Advances; and

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

     The  obligation  of any Bank to make any  Advance of the  Revolving  Credit
     hereunder  shall not be  affected  by the failure of any other Bank to make
     any Advance hereunder,  and no Bank shall have any liability to the Company
     or any of its  Subsidiaries,  the Agent, any other Bank, or any other party
     for another  Bank's failure to make any loan or Advance  hereunder.  In the
     event any Bank shall fail to advance any amounts required to be advanced in
     accordance  with the terms of this  Article 2 (a  "Defaulting  Bank"),  the
     Agent shall promptly  provide  written notice thereof to the Company and to
     each other Bank (each such other Bank being  referred to in this Section as
     a  "Non-Defaulting  Bank").  Each  Non-Defaulting  Bank shall have ten (10)
     Business  Days from  receipt of said notice to exercise its option to agree
     to enter into an agreement pursuant to which the Non-Defaulting  Bank shall
     assume the Defaulting  Bank's rights and obligations  under this Agreement,
     its Notes and the other  Loan  Documents.  The  Non-Defaulting  Bank  shall
     exercise such option by providing  written notice of same to the Defaulting
     Bank (and if there is more than one  Non-Defaulting  Bank,  the  assignment
     agreement  shall be  entered  into with the  Non-Defaulting  Bank who first
     notifies the  Defaulting  Bank of its decision to exercise said option) and
     to  the   Company.   If  no   Non-Defaulting   Bank  shall   exercise   the
     above-described  option within the said ten (10) Business Day period and if
     the Company shall,  subject to Section  13.8(c)  hereof,  within sixty (60)
     days of delivering the notice described above,  advise such Defaulting Bank
     of another bank or financial institution to which assignments are permitted
     pursuant  to Section  13.8(c)  hereof  and which is willing to assume  such
     Defaulting  Bank's rights and obligations  under this Agreement,  its Notes
     and the other Loan Documents (each such bank or financial institution being
     hereinafter  referred  to as a  "Potential  Financial  Institution"),  such
     Defaulting Bank shall,  subject to Section 13.8(c),  assign its said rights
     and obligations to the Potential  Financial  Institution;  provided however
     that any such assignment  shall not alter the Company's  remedies vis a vis
     the Defaulting Bank.

     2.5 Swing  Line  Advances.  The Swing  Line  Bank  shall,  on the terms and
subject to the conditions  hereinafter set forth (including  without  limitation
Section  2.5(c)  hereof),  make one or more advances  (each such advance being a
"Swing Line  Advance")  to the  Company,  from time to time on any  Business Day
during the period from the date hereof to (but  excluding) the Revolving  Credit
Maturity  Date  in an  amount  not to  exceed  in  the  aggregate  at  any  time
outstanding  the Swing Line Maximum  Amount.  Swing Line Bank shall  maintain in
accordance   with  its  usual   practice  an  account  or  accounts   evidencing
indebtedness  of the Company to Swing Line Bank  resulting  from each Swing Line
Advance of such Bank from time to time,  including  the amounts of principal and
interest  payable  thereon and paid to such Bank from time to time.  The entries
made in such  account  or  accounts  of Swing  Line Bank  shall,  to the  extent
permitted by applicable law, be conclusive  evidence,  absent manifest error, of
the existence and amounts of the  obligations of the Company  therein  recorded;
provided, however, that the failure of Swing Line Bank to maintain such account,
as  applicable,  or any  error  therein,  shall  not in any  manner  affect  the
obligation  of the  Company  to repay the  Swing  Line  Advances  (and all other
amounts  owing  with  respect  thereto)  made to  Company  by Swing Line Bank in
accordance with the terms of this Agreement. Advances, repayments and readvances
under the Swing Line may be made,  subject to the terms and  conditions  of this
Agreement. Each Swing Line Advance shall mature and the principal amount thereof
shall be due and payable by the Company in the case of any Quoted Rate  Advance,
on the last day of the Interest Period  applicable  thereto (if any) and, in the
case of any Prime-based Advance, on the Revolving Credit Maturity Date.

     The Company agrees that,  upon the written  request of Swing Line Bank, the
Company will execute and deliver to Swing Line Bank a Swing Line Note; provided,
that the delivery of such Swing Line Note shall not be a condition  precedent to
the Effective Date.

     (a)  Accrual of Interest.  Each Swing Line Advance shall, from time to time
          after  the  date of such  Advance,  bear  interest  at its  Applicable
          Interest  Rate.  The amount and date of each Swing Line  Advance,  its
          Applicable  Interest Rate, its Interest Period, if any, and the amount
          and date of any repayment  shall be noted on Swing Line Bank's account
          maintained   pursuant  to  Section  2.5(a),   which  records  will  be
          conclusive evidence thereof, absent manifest error; provided, however,
          that any failure by the Swing Line Bank to record any such information
          shall  not  relieve  the  Company  of  its  obligation  to  repay  the
          outstanding  principal  amount of such Advance,  all interest  accrued
          thereon and any amount payable with respect thereto in accordance with
          the terms of this Agreement and the other Loan Documents.

     (b)  Requests for Swing Line Advances. The Company may request a Swing Line
          Advance  only after the  delivery  to Swing Line Bank of a Request for
          Swing Line  Advance  executed by a person  authorized  (in a writing a
          copy of which  has been  previously  delivered  to the  Agent)  by the
          Company to make such requests, subject to the following:

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

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

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

               (C)  in the case of a Quoted Rate  Advance,  the  duration of the
                    Interest Period applicable thereto.

          (ii) on the  proposed  date of such Swing Line  Advance,  after giving
               effect to all Swing Line  Advances  requested  by the  Company on
               such date of determination, the aggregate principal amount of all
               Swing Line Advances outstanding on such date shall not exceed the
               Swing Line Maximum Amount.

          (iii)on the  proposed  date of such Swing Line  Advance,  after giving
               effect to all  Advances  and Letters of Credit  requested  by the
               Company  on such date  (including,  without  duplication,  deemed
               Advances  made  under  Section  3.6(a)  hereof in  respect of the
               Company's  or  an  applicable   Account   Party's   reimbursement
               obligation  hereunder)  of  determination,  the  sum of  (x)  the
               aggregate  principal  amount  of all  Advances  of the  Revolving
               Credit and of the Swing Line  requested  or  outstanding  on such
               date plus (y) the Letter of Credit Obligations on such date shall
               not  exceed the lesser of the then  applicable  Revolving  Credit
               Aggregate Commitment and the Borrowing Base;

          (iv) in the  case  of a  Swing  Line  Advance  that  is a  Prime-based
               Advance,  the  principal  amount of the  initial  funding of such
               Advance, as opposed to any refunding or conversion thereof, shall
               be at least  Fifty  Thousand  Dollars  ($50,000)  or such  lesser
               amount as agreed to by Agent from time to time.

          (v)  in the  case of a  Swing  Line  Advance  that  is a  Quoted  Rate
               Advance,  the  principal  amount of such  Advance  plus any other
               outstanding  Advances  of the  Swing  Line  to be  then  combined
               therewith  having the same Applicable  Interest Rate and Interest
               Period,  if  any,  shall  be  at  least  Fifty  Thousand  Dollars
               ($50,000) (or a larger integral  multiple of Ten Thousand Dollars
               ($10,000)  or such lesser  amount as agreed to by Agent from time
               to time,  and at any one time there  shall not be in effect  more
               than 2 Applicable Interest Rates and Interest Periods;

          (vi) each such  Request for Swing Line  Advance  shall be delivered to
               the Swing Line Bank by 1:00 p.m.  (Detroit  time) on the proposed
               date of the Advance;

          (vii)each  Request for Swing Line  Advance,  once  delivered  to Swing
               Line  Bank,  shall  be  irrevocable  by the  Company,  and  shall
               constitute and include a  certification  by the Company as of the
               date thereof that:

               (A)  both before and after  making such Swing Line  Advance,  the
                    obligations  of the Loan Parties set forth in this Agreement
                    and  the  other  Loan  Documents,  are  valid,  binding  and
                    enforceable obligations of such Loan Parties;

               (B)  all  conditions  to the making of Swing Line  Advances  have
                    been satisfied  (both before and after giving effect to such
                    Advance);

               (C)  both  before  and after  giving  effect to such  Swing  Line
                    Advance,  there  is  no  Default  or  Event  of  Default  in
                    existence; and

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

     Swing Line Bank,  may, at its option,  lend under this Section  2.5(c) upon
the  telephone  request of an  authorized  officer of Company  and, in the event
Swing Line Bank makes any such Advance upon a telephone request,  the requesting
officer  shall,  if so requested by Swing Line Bank,  fax to Swing Line Bank, on
the same day as such  telephone  request,  a  Request  for Swing  Line  Advance.
Company  hereby  authorizes  Swing  Line Bank to  disburse  Advances  under this
Section 2.5(c) pursuant to the telephone  instructions of any person  purporting
to be a person identified by name on a written list of persons authorized by the
Company to make  Requests for Advance on behalf of the Company.  Notwithstanding
the foregoing, the Company acknowledges that 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 the  Request  for Swing Line  Advance  form as of the date of such  requested
Advance.  Swing Line Bank shall promptly  deliver to Agent by telecopy a copy of
any Request for Advance received hereunder.

     (c)  Disbursement  of Swing  Line  Advances.  Subject to  submission  of an
          executed  Request  for  Swing  Line  Advance  by the  Company  without
          exceptions noted in the compliance  certification  therein, Swing Line
          Bank shall make  available to the Company the amount so requested,  in
          like funds and currencies,  not later than 4:00 p.m. (Detroit time) on
          the date of such  Advance  by  credit  to an  account  of the  Company
          maintained  with Agent or to such other  account or third party as the
          Company may reasonably direct in writing.

Swing  Line Bank  shall  promptly  notify  Agent of any Swing  Line  Advance  by
telephone, telex or telecopier.

     (d)  Refunding of or Participation Interest in Swing Line Advances.

          (i)  The Agent, at any time in its sole and absolute discretion,  may,
               in each case on behalf of the Company  (which hereby  irrevocably
               directs the Agent to act on its behalf) request each of the Banks
               (including the Swing Line Bank in its capacity as a Bank) to make
               an Advance of the Revolving  Credit to the Company,  in an amount
               equal to such Bank's  Percentage of the  principal  amount of the
               aggregate Swing Line Advances outstanding on the date such notice
               is given (the "Refunded Swing Line  Advances");  provided however
               that Swing Line  Advances  which are  carried at the Quoted  Rate
               which are converted to Revolving  Credit  Advances at the request
               of the Agent at a time when no Default  or Event of  Default  has
               occurred and is continuing,  shall not be subject to Section 11.1
               and no losses,  costs or  expenses  may be  assessed by the Swing
               Line Bank  against the Company or the Banks as a  consequence  of
               such conversion.  In the case of each Refunded Swing Line Advance
               the  applicable  Advance of the  Revolving  Credit used to refund
               such  Swing  Line  Advance  shall be a  Prime-based  Advance.  In
               connection  with the  making  of any  such  Refunded  Swing  Line
               Advances  or the  purchase of a  participation  interest in Swing
               Line Advances  under Section  2.5(e)(ii)  hereof,  the Swing Line
               Bank shall  retain its claim  against  the Company for any unpaid
               interest or fees in respect  thereof  accrued to the date of such
               refunding.  Unless any of the events  described in Section 9.1(j)
               hereof  shall have  occurred  (in which event the  procedures  of
               subparagraph  (ii)  of  this  Section  2.5(e)  shall  apply)  and
               regardless of whether the conditions  precedent set forth in this
               Agreement to the making of an Advance of the Revolving Credit are
               then  satisfied  but  subject to Section  2.5(e)(iii),  each Bank
               shall make the  proceeds of its Advance of the  Revolving  Credit
               available  to the Agent for the benefit of the Swing Line Bank at
               the office of the Agent  specified in Section 2.4(a) hereof prior
               to  11:00  a.m.  Detroit  time  (for  Domestic  Advances)  on the
               Business Day next  succeeding  the date such notice is given,  in
               immediately available funds. The proceeds of such Advances of the
               Revolving  Credit  shall be  immediately  applied  to  repay  the
               Refunded Swing Line Advances in accordance with the provisions of
               Section 10.1 hereof.

          (ii) If,  prior to the making of an Advance  of the  Revolving  Credit
               pursuant to subparagraph  (i) of this Section 2.5(e),  one of the
               events  described in Section  9.1(j) hereof shall have  occurred,
               each Bank will, on the date such Advance of the Revolving  Credit
               was to have  been  made,  purchase  from the  Swing  Line Bank an
               undivided  participating interest in each Swing Line Advance that
               was to have been refunded in an amount equal to its Percentage of
               such  Swing  Line  Advance.  Each Bank  within  the time  periods
               specified  in Section  2.5(e)(i)  hereof,  as  applicable,  shall
               immediately  transfer  to the  Agent,  in  immediately  available
               funds, the amount of its  participation  and upon receipt thereof
               the Agent will  deliver  to such Bank a Swing Line  Participation
               Certificate   in  the  form  of   Exhibit   E   evidencing   such
               participation.

          (iii)Each Bank's  obligation to make Advances of the Revolving  Credit
               and  to  purchase  participation  interests  in  accordance  with
               clauses (i) and (ii) of this Section 2.5(e) shall be absolute and
               unconditional  and shall  not be  affected  by any  circumstance,
               including,  without  limitation,  (i) any set-off,  counterclaim,
               recoupment,  defense  or other  right  which  such  Bank may have
               against Swing Line Bank,  the Company or any other Person for any
               reason  whatsoever;  (ii) the  occurrence or  continuance  of any
               Default  or Event of  Default;  (iii) any  adverse  change in the
               condition  (financial  or  otherwise) of the Company or any other
               Person;  (iv) any breach of this  Agreement by the Company or any
               other  Person;  (v) any  inability  of the Company to satisfy the
               conditions  precedent to borrowing set forth in this Agreement on
               the  date  upon  which  such  Advance  is  to  be  made  or  such
               participating  interest is to be purchased;  (vi) the termination
               of the Revolving Credit Aggregate Commitment hereunder;  or (vii)
               any other circumstance, happening or event whatsoever, whether or
               not  similar to any of the  foregoing.  If any Bank does not make
               available to the Agent the amount required pursuant to clause (i)
               or (ii) above, as the case may be, the Agent shall be entitled to
               recover  such  amount on demand  from such  Bank,  together  with
               interest thereon for each day from the date of non-payment  until
               such  amount is paid in full (x) for the  first two (2)  Business
               Days such amount remains  unpaid,  at the Federal Funds Effective
               Rate and (y) thereafter,  at the rate of interest then applicable
               to such Swing Line  Advances.  The obligation of any Bank to make
               available its pro rata portion of the amounts  required  pursuant
               to clause (i) or (ii) above  shall not be affected by the failure
               of any other  Bank to make such  amounts  available,  and no Bank
               shall have any liability to the Company and its Subsidiaries, the
               Agent,  the Swing Line Bank, or any other Bank or any other party
               for another  Bank's  failure to make the amounts  required  under
               clause (i) or (ii) available.

     2.6 Prime-based  Interest  Payments.  Interest on the unpaid balance of all
Prime-based Advances of the Revolving Credit and all Swing Line Advances carried
at the Prime-based Rate from time to time outstanding shall accrue from the date
of such Advance to the date repaid,  at a per annum  interest  rate equal to the
Prime-based Rate, and shall be payable in immediately available funds commencing
on the first day of the month next succeeding the month during which the initial
Advance of the Revolving  Credit or Swing Line  Advance,  as the case may be, is
made and on the first day of each month  thereafter.  Interest  accruing  at the
Prime-based  Rate shall be computed on the basis of a 360 day year and  assessed
for the actual number of days elapsed,  and in such computation  effect shall be
given  to any  change  in the  interest  rate  resulting  from a  change  in the
Prime-based Rate on the date of such change in the Prime-based Rate.

     2.7 Eurocurrency-based Interest Payments and Quoted Rate Interest Payments.

     (a)  Interest on each  Eurocurrency-based  Advance of the Revolving  Credit
          shall  accrue at its  Eurocurrency-based  Rate and shall be payable in
          immediately  available  funds on the last day of the  Interest  Period
          applicable  thereto,  provided that if such Interest  Period is longer
          than three (3)  months,  interest  shall be payable at three (3) month
          intervals  and  on the  last  day of  the  Interest  Period.  Interest
          accruing at the Eurocurrency-based Rate shall be computed on the basis
          of a 360 day year and assessed  for the actual  number of days elapsed
          from the first day of the Interest  Period  applicable  thereto to but
          not including the last day thereof.

     (b)  Interest on each Quoted Rate Advance of the Swing Line shall accrue at
          its Quoted Rate and shall be payable in immediately available funds on
          the last  day of the  Interest  Period  applicable  thereto.  Interest
          accruing  at the Quoted  Rate shall be  computed on the basis of a 360
          day year and assessed  for the actual  number of days elapsed from the
          first  day of the  Interest  Period  applicable  thereto  to,  but not
          including the last day thereof.

     2.8  Interest  Payments  on  Conversions.  Notwithstanding  anything to the
contrary in the  preceding  sections,  all  accrued  and unpaid  interest on any
Advance  refunded or converted  pursuant to Section 2.3 or 2.5(e) hereof (except
for refundings or conversions of Prime-based  Advances) shall be due and payable
in full on the date such Advance is refunded or converted.

     2.9  Interest on Default.  In the event and so long as any Event of Default
shall  exist,  in the case of any  Event of  Default  under  Sections  9.1(a) or
9.1(j),  immediately upon the occurrence  thereof,  and in the case of all other
Events of Default,  upon  notice  from the  Majority  Banks,  interest  shall be
payable on demand on all Eurocurrency-based Advances of the Revolving Credit and
Quoted  Rate  Advances  from  time  to  time  outstanding  (and,  to the  extent
delinquent, on all other monetary obligations of Company hereunder and under the
other Loan Documents) at a per annum rate equal to the Applicable  Interest Rate
in  respect  of each  such  Advance  plus,  in the  case  of  Eurocurrency-based
Advances,  three percent (3%) for the  remainder of the then  existing  Interest
Period,  if any,  and at all other such times and for all  Prime-based  Advances
from time to time outstanding, at a per annum rate equal to the Prime-based Rate
plus three percent (3%).

     2.10  Optional  Prepayments.  (a) Except as  provided  in  Section  2.10(b)
hereof,  the Company may prepay all or part of the outstanding  principal of any
Prime-based  Advance(s) of the Revolving Credit at any time.  Subject to Section
11.1 hereof and to the other terms and conditions of this Agreement, the Company
may prepay all or part of any Eurocurrency-based Advance of the Revolving Credit
(subject to not less than one (1) Business Day's notice to Agent)  provided that
the amount of any such partial  prepayment  shall be at least Two Hundred  Fifty
Thousand  Dollars  ($250,000),  and  after  giving  effect  to any such  partial
prepayment,  the unpaid  portion of such Advance  which is refunded or converted
under Section 2.3 hereof shall be at least One Million Dollars ($1,000,000).

     (b)  The Company may prepay all or part of the outstanding principal of any
          Swing Line Advance carried at the Prime-based Rate at any time.

     (c)  The  Company  may  prepay  at any time all or part of the  outstanding
          principal  of any  Swing  Line  Advance  carried  at the  Quoted  Rate
          (subject to not less than one (1) day's notice to the Swing Line Bank)
          provided  that the  amount  of such  prepayment  shall be at least Ten
          Thousand  Dollars  ($10,000)  and,  after  giving  effect  to any such
          partial  prepayment,  the aggregate  unpaid portion of such Swing Line
          Advance shall be at least Fifty Thousand Dollars ($50,000).

     (d)  Any prepayment of a Prime-based  Advance made in accordance  with this
          Section shall be without  premium or penalty and any prepayment of any
          other type of Advance  shall be subject to the  provisions  of Section
          11.1.

     2.11 Prime-based Advance in Absence of Election or Upon Default. If, (a) as
to any outstanding Eurocurrency-based Advance of the Revolving Credit, Agent 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 2.3 or 2.5(c)  hereof
with respect to the refunding or  conversion of such Advance,  or (b) subject to
Section  2.9  hereof,  if on the last day of the  applicable  Interest  Period a
Default or an Event of Default shall have occurred and be  continuing,  then, on
the last day of the  applicable  Interest  Period  the  principal  amount of any
Eurocurrency-based  Advance which has not been prepaid shall,  absent a contrary
election of the Majority  Banks,  be converted  automatically  to a  Prime-based
Advance  and the Agent  shall  thereafter  promptly  notify the  Company of said
action.

     2.12  Revolving  Credit  Commitment  Fee.  From the  Effective  Date to the
Revolving  Credit  Maturity  Date,  the  Company  shall  pay  to the  Agent  for
distribution  to  the  Banks  pro-rata  in  accordance  with  their   respective
Percentages,  a Revolving Credit Commitment Fee quarterly in arrears  commencing
April 1, 2004 (in respect of the prior calendar quarter or portion thereof), and
on the first day of each  calendar  quarter  thereafter.  The  Revolving  Credit
Commitment  Fee  payable to each Bank shall be  determined  by  multiplying  one
quarter of one  percent  (1/4%)  times the  average  daily  amount of the unused
Revolving Credit Aggregate  Commitment then in effect (in determining the unused
portion of the Revolving Credit Aggregate Commitment, Letters of Credit shall be
considered  usage of the Revolving  Credit and Swing Line Advances  shall not be
considered usage of the Revolving  Credit).  The Revolving Credit Commitment Fee
shall be computed on the basis of a year of three  hundred  sixty (360) days and
assessed  for the actual  number of days  elapsed.  Whenever  any payment of the
Revolving  Credit  Commitment  Fee shall be due on a day which is not a Business
Day, the date for payment  thereof  shall be extended to the next  Business Day.
Upon receipt of such  payment,  Agent shall make prompt  payment to each Bank of
its share of the  Revolving  Credit  Commitment  Fee based  upon its  respective
Percentage. It is expressly understood that the Revolving Credit Commitment Fees
described in this Section are not refundable under any circumstances.

     2.13 Mandatory  Repayment of Revolving Credit Advances.  (a) If at any time
and for any reason  the  aggregate  outstanding  principal  amount of  Revolving
Credit  Advances  plus Swing Line  Advances  hereunder to the Company,  plus the
outstanding  Letter of Credit  Obligations,  shall exceed the lesser of the then
applicable (i) Borrowing Base and (ii) Revolving  Credit  Aggregate  Commitment,
the Company shall immediately  reduce any pending request for a Revolving Credit
Advance on such day by the amount of such  excess  and, to the extent any excess
remains  thereafter,  immediately  repay an amount of the Indebtedness  equal to
such excess and,  to the extent such  Indebtedness  consists of Letter of Credit
Obligations,  provide  cash  collateral  on the basis set forth in  Section  9.2
hereof. The Company acknowledges that, in connection with any repayment required
hereunder,  it shall also be responsible for the reimbursement of any prepayment
or other costs required under Section 11.1 hereof;  provided,  however, that the
Company shall, in order to reduce any such prepayment costs and expenses,  first
prepay such portion of the Indebtedness  then carried as a Prime-based  Advance,
if any;

     (b)  To the  extent  that,  on the  date  any  mandatory  repayment  of the
          Revolving  Credit Advances under this Section 2.13 or payment pursuant
          to  the  terms  of  any  of  the  Collateral  Documents  is  due,  the
          Indebtedness  under the Revolving Credit or any other  Indebtedness to
          be  prepaid  is  being   carried,   in  whole  or  in  part,   at  the
          Eurocurrency-based  Rate  and no  Default  or  Event  of  Default  has
          occurred and is continuing, the Company may deposit the amount of such
          mandatory  prepayment in a cash  collateral  account to be held by the
          Agent,   for  and  on  behalf  of  the  Banks   (which   shall  be  an
          interest-bearing  account),  on  such  terms  and  conditions  as  are
          reasonably acceptable to Agent and upon such deposit the obligation of
          the  Company  to  make  such  mandatory  prepayment  shall  be  deemed
          satisfied. Subject to the terms and conditions of said cash collateral
          account,  sums on deposit  in said cash  collateral  account  shall be
          applied  (until  exhausted)  to reduce  the  principal  balance of the
          Revolving Credit on the last day of each Interest Period  attributable
          to the Eurocurrency-based  Advances of such Revolving Advance, thereby
          avoiding breakage costs under Section 11.1 hereof.

     2.14  Optional  Reduction  or  Termination  of Revolving  Credit  Aggregate
Commitment.  The Company  may upon at least five  Business  Days' prior  written
notice  to  the  Agent,   permanently  reduce  the  Revolving  Credit  Aggregate
Commitment in whole at any time, or in part from time to time,  without  premium
or penalty,  provided that: (i) each partial  reduction of the Revolving  Credit
Aggregate  Commitment  shall be in an  aggregate  amount  equal  to Two  Million
Dollars  ($2,000,000)  or a larger  integral  multiple of Five Hundred  Thousand
Dollars  ($500,000);  (ii) each reduction shall be accompanied by the payment of
the Revolving Credit Commitment Fee accrued to the date of such reduction; (iii)
the Company shall prepay in accordance with the terms hereof the amount, if any,
by which the aggregate unpaid principal amount of Advances  (including,  without
duplication,  any deemed  Advances  made under  Section 3.6 hereof)  outstanding
hereunder,  plus the aggregate  undrawn amount of  outstanding  Letter of Credit
Obligations,  exceeds  the  amount  of  the  then  applicable  Revolving  Credit
Aggregate  Commitment as so reduced,  together with interest thereon to the date
of prepayment;  (iv) no reduction  shall reduce the Revolving  Credit  Aggregate
Commitment to an amount which is less than the aggregate  undrawn  amount of any
Letters of Credit  outstanding  at such time;  and (v) no such  reduction  shall
reduce the Swing Line Commitment unless the Company so elects; provided, however
that  if  the  termination  or  reduction  of  the  Revolving  Credit  Aggregate
Commitment requires the prepayment of a  Eurocurrency-based  Advance or a Quoted
Rate Advance and such  termination  or reduction is made on a day other than the
last  Business  Day of the  then  current  Interest  Period  applicable  to such
Eurocurrency-based  Advance or such  Quoted  Rate  Advance,  then,  pursuant  to
Section 11.1, the Company shall compensate the Banks for any losses described in
Section  11.1 or, the Company may  deposit  the amount of such  prepayment  in a
collateral  account as provided in Section 2.13(b).  Reductions of the Revolving
Credit Aggregate Commitment and any accompanying  prepayments of Advances of the
Revolving  Credit shall be distributed by Agent to each Bank in accordance  with
such Bank's Percentage  thereof,  and will not be available for reinstatement by
or readvance to the Company, and any accompanying prepayments of Advances of the
Swing Line shall be  distributed by Agent to the Swing Line Bank and will not be
available for  reinstatement  by or readvance to the Company.  Any reductions of
the Revolving  Credit  Aggregate  Commitment  hereunder shall reduce each Bank's
portion thereof proportionately (based on the applicable Percentages), and shall
be permanent and  irrevocable.  Any payments made pursuant to this Section shall
be applied first to outstanding Prime-based Advances under the Revolving Credit,
next  to  Swing  Line  Advances  carried  at  the  Prime-based   Rate,  next  to
Eurocurrency-based  Advances  of the  Revolving  Credit  and then to Swing  Line
Advances carried at the Quoted Rate.

     2.15  Use  of  Proceeds  of  Advances.  Advances  of the  Revolving  Credit
(including Swing Line Advances) shall be available for the working capital needs
and general  corporate  purposes of Company and the Domestic  Guarantors  and to
fund the Transaction.

     3. LETTERS OF CREDIT

     3.1  Letters  of  Credit.  Subject  to the  terms  and  conditions  of this
Agreement,  Issuing Bank shall through the Issuing Office,  at any time and from
time to time from and after the date hereof  until thirty (30) days prior to the
Revolving  Credit  Maturity  Date,  upon  the  written  request  of  an  Account
Party(ies)  accompanied by a duly executed  Letter of Credit  Agreement and such
other  documentation  related to the  requested  Letter of Credit as the Issuing
Bank may  require,  issue  Letters of Credit in Dollars  for the account of such
Account  Party(ies),  in an  aggregate  amount for all Letters of Credit  issued
hereunder at any one time outstanding not to exceed the Letter of Credit Maximum
Amount.  Each Letter of Credit shall be in a minimum face amount of Ten Thousand
Dollars  ($10,000)  (or such lesser  amount as may be agreed to by Issuing Bank)
and each Letter of Credit (including any renewal thereof) shall expire not later
than the first to occur of: (i) one year after the date of issuance  thereof and
(ii) ten (10)  Business  Days prior to the  Revolving  Credit  Maturity  Date in
effect on the date of issuance  thereof.  The submission of all  applications in
respect of and the issuance of each Letter of Credit  hereunder shall be subject
in all respects to the  International  Standby  Practices  98, and any successor
documentation thereto and to the extent not inconsistent therewith,  the laws of
the State of Michigan.  In the event of any conflict  between this Agreement and
any Letter of Credit  Document  other than any Letter of Credit,  this Agreement
shall control.

     3.2  Conditions  to  Issuance.  No Letter of Credit  shall be issued at the
request and for the account of any Account  Party(ies) unless, as of the date of
issuance of such Letter of Credit:

     (a)  in the case of any Account Party:

          (i)  after  giving  effect  to the  Letter of  Credit  requested,  the
               outstanding  Letter of Credit  Obligations  does not  exceed  the
               Letter of Credit Maximum Amount; and

          (ii) after  giving  effect  to the  Letter of  Credit  requested,  the
               outstanding  Letter of Credit  Obligations  on such date plus the
               aggregate  amount of all Revolving Credit Advances and Swing Line
               Advances (including, without duplication,  deemed Advances funded
               by Agent under Section  3.6(a) hereof in respect of the Company's
               or  an  applicable  Account  Party's   reimbursement   obligation
               hereunder)  requested or outstanding on such date does not exceed
               the lesser of the then  applicable  (i)  Borrowing  Base and (ii)
               Revolving Credit Aggregate Commitment;

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

     (c)  the representations and warranties contained in this Agreement and the
          other Loan  Documents are true in all material  respects as if made on
          such date (other than any  representation  or warranty that  expressly
          speaks only as of a different date),  and both immediately  before and
          immediately  after  issuance  of the  Letter of Credit  requested,  no
          Default or Event of Default exists;

     (d)  the  execution of the Letter of Credit  Agreement  with respect to the
          Letter of Credit  requested  will not violate the terms and conditions
          of any contract,  agreement or other borrowing of the relevant Account
          Party;

     (e)  the Account Party requesting the Letter of Credit shall have delivered
          to  Issuing  Bank at its  Issuing  Office,  not less  than  three  (3)
          Business  Days  prior  to the  requested  date for  issuance  (or such
          shorter time as the Issuing Bank, in its sole discretion, may permit),
          the Letter of Credit  Agreement  related  thereto,  together with such
          other documents and materials as may be required pursuant to the terms
          thereof,  and the terms of the  proposed  Letter  of  Credit  shall be
          reasonably satisfactory to Issuing Bank;

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

     (g)  there   shall  have  been  no   introduction   of  or  change  in  the
          interpretation of any law or regulation that would make it unlawful or
          unduly burdensome for the Issuing Bank to issue or any Bank to take an
          assignment of its  Percentage of the  requested  Letter of Credit,  no
          declaration of a general banking moratorium by banking  authorities in
          the United States,  Michigan or the respective  jurisdictions in which
          the Banks,  the  applicable  Account Party and the  beneficiary of the
          requested  Letter of Credit are located,  and no  establishment of any
          new restrictions by any central bank or other  governmental  agency or
          authority  on  transactions  involving  letters  of credit or on banks
          materially affecting the extension of credit by banks; and

     (h)  Issuing  Bank  shall have  received  the  issuance  fees  required  in
          connection  with the  issuance  of such  Letter of Credit  pursuant to
          Section 3.4 hereof.

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

     3.3 Notice.  The Issuing Bank will deliver to the Agent,  concurrently with
or promptly  following its delivery of any Letter of Credit, a true and complete
copy of each Letter of Credit.  Promptly upon its receipt  thereof,  Agent shall
give notice,  substantially in the form attached as [Exhibit F], to each Bank of
the  issuance of each Letter of Credit,  specifying  the amount  thereof and the
amount of such Bank's Percentage thereof.

     3.4  Letter  of  Credit  Fees.  The  Company  shall  pay to the  Agent  for
distribution to the Banks in accordance with their Percentages, letter of credit
fees as follows:

     (a)  A per annum  letter of credit fee of two  percent  (2%) per annum with
          respect to the undrawn amount of each Letter of Credit issued pursuant
          hereto (based on the amount of each Letter of Credit).

     (b)  A letter of credit  facing fee in the amount  equal to the  greater of
          (i) $250 or (ii) one quarter of one percent  (.25%) on the face amount
          of each Letter of Credit to be  retained  by Issuing  Bank for its own
          account.

     (c)  If any  change  in  any  law or  regulation  or in the  interpretation
          thereof  by any  court or  administrative  or  governmental  authority
          charged  with  the  administration  thereof,  adopted  after  the date
          hereof,  shall  either  (i)  impose,  modify  or  cause  to be  deemed
          applicable  any  reserve,  special  deposit,   limitation  or  similar
          requirement against letters of credit issued or participated in by, or
          assets held by, or deposits in or for the account of,  Issuing Bank or
          any  Revolving  Credit Bank or (ii) impose on Issuing Bank or any Bank
          any other condition regarding this Agreement, the Letters of Credit or
          any  participations  in such Letters of Credit,  and the result of any
          event referred to in clause (i) or (ii) above shall be to increase the
          cost or expense to Issuing Bank or such Bank of issuing or maintaining
          or  participating  in any of the Letters of Credit (which  increase in
          cost or expense  shall be  determined  by the  Issuing  Bank's or such
          Bank's  reasonable  allocation of the aggregate of such cost increases
          and expenses  resulting  from such events),  then,  upon demand by the
          Issuing Bank or such Bank, as the case may be, the applicable  Account
          Party shall, within thirty (30) days following demand for payment, pay
          to Issuing Bank or such Bank, as the case may be, from time to time as
          specified by the Issuing Bank or such Bank,  additional  amounts which
          shall be sufficient  to  compensate  the Issuing Bank or such Bank for
          such increased  cost and expense,  together with interest on each such
          amount from ten days after the date such payment is due until  payment
          in full thereof at the Prime-based Rate. Each demand for payment under
          this Section 3.4(c),  shall be accompanied by a certificate of Issuing
          Bank or the applicable Bank (as  applicable)  setting forth the amount
          of such increased cost or expense incurred by the Issuing Bank or such
          Bank, as the case may be, as a result of any event mentioned in clause
          (i) or (ii) above,  and in  reasonable  detail,  the  methodology  for
          calculating  and the  calculation  of such amount,  which  certificate
          shall be  prepared  in good  faith and shall be  conclusive  evidence,
          absent manifest error, as to the amount thereof.

     (d)  All  payments  by the  Company  to the Agent for  distribution  to the
          Issuing  Bank or the Banks  under  this  Section  3.4 shall be made in
          Dollars in immediately  available  funds at the Issuing Office or such
          other  office of the Agent as may be  designated  from time to time by
          written  notice to the  Company by the Agent.  The fees  described  in
          clauses   (a)  and  (b)  above  shall  be   nonrefundable   under  all
          circumstances and shall be payable upon the issuance of such Letter of
          Credit and thereafter  annually in advance.  The fees due under clause
          (a) above  shall be  determined  by  multiplying  the  Applicable  Fee
          Percentage  times the  undrawn  amount of the face amount of each such
          Letter of Credit on the date of determination, and shall be calculated
          on the basis of a 360 day year and assessed  for the actual  number of
          days from the date of the  issuance  thereof to the stated  expiration
          thereof.   The  parties  hereto  acknowledge  that  any  amendment  or
          extension to a Letter of Credit issued hereunder shall be treated as a
          new Letter of Credit for the  purposes of the letter of credit  facing
          fee.

     3.5 Other Fees. In connection  with the Letters of Credit,  and in addition
to the Letter of Credit Fees, the Company and the applicable  Account Party(ies)
shall pay, for the sole  account of the Issuing  Bank,  standard  documentation,
administration, payment and cancellation charges assessed by Issuing Bank or the
Issuing Office, at the times, in the amounts and on the terms set forth or to be
set forth from time to time in the standard  fee schedule of the Issuing  Office
in effect from time to time and delivered to the relevant Account Party(ies).

     3.6 Drawings and Demands for Payment Under Letters of Credit.

     (a)  If the Issuing  Bank shall  honor a draft or other  demand for payment
          presented  or made under any Letter of Credit,  the  Company  and each
          applicable  Account  Party agree to pay to the Issuing  Bank an amount
          equal to the amount paid by the Issuing  Bank in respect of such draft
          or other demand  under such Letter of Credit and all expenses  paid or
          incurred  by the  Agent  relative  thereto  not  later  than 1:00 p.m.
          (Detroit  time),  on (i) the  Business  Day that the Company  receives
          notice of such presentment and honor, if such notice is received prior
          to 11:00 a.m.  (Detroit  time) or (ii) the  Business  Day  immediately
          following the day that Company receives such notice, if such notice is
          not received prior to such time.  Unless the Company or the applicable
          Account  Party  shall  have  made  such  payment  to the Agent for the
          account of the Issuing Bank on such day, upon each such payment by the
          Issuing  Bank,  the Agent  shall be deemed  to have  disbursed  to the
          Company, and the Company shall be deemed to have elected to substitute
          for the  reimbursement  obligation,  with  respect  to the  applicable
          Letters of Credit denominated in Dollars, a Prime-based Advance of the
          Revolving  Credit for the  account of the Banks in an amount  equal to
          the  amount so paid by the  Issuing  Bank in  respect of such draft or
          other demand  under such Letter of Credit.  Such  Prime-based  Advance
          shall be deemed disbursed  notwithstanding  any failure to satisfy any
          conditions  for  disbursement  of any  Advance  set forth in Section 2
          hereof  and,  to  the  extent  of  the  Advances  so  disbursed,   the
          reimbursement  obligation  of the  Company or the  applicable  Account
          Party under this Section 3.6 shall be deemed satisfied.

     (b)  If the Issuing  Bank shall  honor a draft or other  demand for payment
          presented  or made under any Letter of Credit,  the Issuing Bank shall
          provide notice thereof to the Company and the applicable Account Party
          on the date such draft or demand is honored,  and to each Bank on such
          date  unless  the  Company  or  applicable  Account  Party  shall have
          satisfied its reimbursement  obligation under Section 3.6(a) hereof by
          payment to the Agent on such date.  The Issuing Bank shall further use
          reasonable  efforts to  provide  notice to the  Company or  applicable
          Account  Party  prior to honoring  any such draft or other  demand for
          payment, but such notice, or the failure to provide such notice, shall
          not,  subject to Section  3.6(a),  affect the rights or obligations of
          the  Issuing  Bank with  respect to any Letter of Credit or the rights
          and obligations of the parties hereto,  including  without  limitation
          the  obligations  of the  Company or  applicable  Account  Party under
          Section 3.6(a) hereof.

     (c)  Upon issuance by the Issuing Bank of each Letter of Credit  hereunder,
          each  Bank  shall  automatically  acquire  a  pro  rata  participation
          interest  in such Letter of Credit and each  related  Letter of Credit
          Payment based on its respective  Percentage.  Each Bank, on the date a
          draft or demand  under any  Letter of Credit is  honored  (or the next
          succeeding Business Day if the notice required to be given by Agent to
          the Banks under Section  3.6(b) hereof is not given to the Banks prior
          to 2:00 p.m.  (Detroit  time) on such date of draft or demand),  shall
          make its  Percentage of the amount paid by the Issuing  Bank,  and not
          reimbursed by the Company or applicable  Account Party on such day, in
          immediately  available funds at the principal  office of the Agent for
          the account of Issuing  Bank. If and to the extent such Bank shall not
          have made such pro rata portion available to the Agent, such Bank, the
          Company and the applicable Account Party severally agree to pay to the
          Issuing Bank  forthwith on demand such amount  together  with interest
          thereon,  for  each day from  the  date  such  amount  was paid by the
          Issuing Bank until such amount is so made  available to the Agent at a
          per annum rate  equal to the  interest  rate  applicable  during  such
          period to the  related  Advance  deemed to have been  disbursed  under
          Section  3.6(a) in  respect  of the  reimbursement  obligation  of the
          Company  and the  applicable  Account  Party,  as set forth in Section
          2.4(c)(i) or 2.4(c)(ii) hereof, as the case may be. If such Bank shall
          pay such amount to the Agent for the account of Issuing Bank  together
          with such  interest,  if any,  such  amount so paid shall be deemed to
          constitute  an  Advance  by such  Bank  disbursed  in  respect  of the
          reimbursement  obligation of the Company or  applicable  Account Party
          under Section 3.6(a) hereof for purposes of this Agreement,  effective
          as of the dates applicable  under said Section 3.6(a).  The failure of
          any Bank to make its pro rata  portion of any such  amount paid by the
          Issuing  Bank  available  to the Agent for the account of Issuing Bank
          shall not relieve any other Bank of its  obligation to make  available
          its pro rata portion of such amount,  but no Bank shall be responsible
          for failure of any other Bank to make such pro rata portion  available
          to the Agent for the account of Issuing Bank.

          Notwithstanding  the foregoing however no Bank shall be deemed to have
          acquired  a  participation  in a Letter  of  Credit  if,  prior to the
          issuing of the Letter of Credit by the Issuing Bank,  the Agent or the
          Issuing Bank had obtained  actual  knowledge  that an Event of Default
          had  occurred  and was  continuing;  provided,  however that the Banks
          shall be deemed to have acquired such a participation upon the date of
          which such Event of Default has been waived by the requisite Banks, as
          applicable.

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

     3.7 Obligations Irrevocable. The obligations of the Company and any Account
Party to make  payments  to Agent for the  account of Issuing  Bank or the Banks
with respect to Letter of Credit Obligations under Section 3.6 hereof,  shall be
unconditional  and irrevocable and not subject to any qualification or exception
whatsoever, including, without limitation:

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

     (b)  Any amendment,  modification,  waiver,  consent,  or any substitution,
          exchange  or  release  of  or  failure  to  perfect  any  interest  in
          collateral or security, with

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

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

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

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

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

          No setoff, counterclaim,  reduction or diminution of any obligation or
          any  defense of any kind or nature  which the  Company or any  Account
          Party has or may have against the  beneficiary of any Letter of Credit
          shall be  available  hereunder  to the  Company or any  Account  Party
          against the Agent, Issuing Bank or any Bank. Nothing contained in this
          Section  3.7  shall  be  deemed a waiver  of any  claim or to  prevent
          Company or the  Account  Parties,  after  satisfaction  in full of the
          absolute  and  unconditional  obligations  of Company  and the Account
          Parties  hereunder,  from  asserting  in a separate  action any claim,
          defense,  set off or other  right which they (or any of them) may have
          against Agent or any Bank.

     3.8 Risk Under Letters of Credit. (a) In the administration and handling of
Letters of Credit and any security  therefor,  or any  documents or  instruments
given in connection therewith, Issuing Bank shall have the sole right to take or
refrain from taking any and all actions under or upon the Letters of Credit.

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

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

     (d)  If at any time Issuing Bank shall recover any part of any unreimbursed
          amount  for any draw or other  demand  for  payment  under a Letter of
          Credit,  or any interest  thereon,  Agent or Issuing Bank, as the case
          may be,  shall  receive  same for the pro rata benefit of the Banks in
          accordance  with  their  respective  Percentages  and  shall  promptly
          deliver  to each Bank its share  thereof,  less such  Bank's  pro rata
          share  of the  costs  of such  recovery,  including  court  costs  and
          attorney's fees. If at any time any Bank shall receive from any source
          whatsoever  any  payment on any such  unreimbursed  amount or interest
          thereon in excess of such Bank's Percentage of such payment, such Bank
          will  promptly pay over such excess to Agent,  for  redistribution  in
          accordance with this Agreement.

     3.9 Indemnification.  The Company and each Account Party hereby indemnifies
and agrees to hold harmless the Banks, the Issuing Bank and the Agent, and their
respective officers,  directors,  employees and agents (each an "L/C Indemnified
Person"),  from and against any and all claims,  damages,  losses,  liabilities,
costs or expenses of any kind or nature  whatsoever which the Banks, the Issuing
Bank or the Agent or any such L/C  Indemnified  Person may incur or which may be
claimed  against  any of them by reason of or in  connection  with any Letter of
Credit (collectively,  the "L/C Indemnified  Amounts"),  and none of the Issuing
Bank,  any Bank or the  Agent or any of their  respective  officers,  directors,
employees or agents shall be liable or responsible for L/C  Indemnified  Amounts
relating to any of the following:

     (a)  the use which  may be made of any  Letter of Credit or for any acts or
          omissions of any beneficiary in connection therewith;

     (b)  the  validity,  sufficiency  or  genuineness  of  documents  or of any
          endorsement thereon, even if such documents should in fact prove to be
          in any or all respects invalid, insufficient, fraudulent or forged;

     (c)  payment by the  Issuing  Bank to the  beneficiary  under any Letter of
          Credit against  presentation of documents which do not strictly comply
          with the terms of any Letter of Credit  (unless such payment  resulted
          from the gross negligence or willful  misconduct of the Issuing Bank),
          including  failure of any  documents to bear any reference or adequate
          reference to such Letter of Credit;

     (d)  any error, omission,  interruption or delay in transmission,  dispatch
          or  delivery  of  any  message  or  advice,  however  transmitted,  in
          connection with any Letter of Credit; or

     (e)  any other event or circumstance  whatsoever arising in connection with
          any Letter of Credit;

provided,  however,  that with respect to subparagraphs  (a) through (e) hereof,
(i) neither the  Company  nor any of the  Account  Parties  shall be required to
indemnify  any L/C  Indemnified  Person for any L/C  Indemnified  Amounts to the
extent such amounts result from such L/C Indemnified  Person's gross  negligence
or willful misconduct and (ii) the Agent and the Issuing Bank shall be liable to
the Company and the Account  Parties to the extent,  but only to the extent,  of
any direct,  as opposed to consequential or incidental,  damages suffered by the
Company and the Account  Parties  which were caused by the Issuing  Bank's gross
negligence,  or willful misconduct or by the Issuing Bank's wrongful dishonor of
any Letter of Credit after the presentation to it by the beneficiary  thereunder
of a draft  or  other  demand  for  payment  and  other  documentation  strictly
complying with the terms and conditions of such Letter of Credit.

     (f)  It is  understood  that in making any payment under a Letter of Credit
          the Issuing  Bank will rely on  documents  presented  to it under such
          Letter of Credit as to any and all matters set forth  therein  without
          further  investigation  and regardless of any notice or information to
          the contrary.

     3.10 Right of Reimbursement. Each Bank agrees to reimburse the Issuing Bank
on demand,  pro rata in accordance with its respective  Percentage,  for (i) the
reasonable out-of-pocket costs and expenses of the Issuing Bank to be reimbursed
by the Company or any Account Party  pursuant to any Letter of Credit  Agreement
or any Letter of Credit,  to the extent  not  reimbursed  by the  Company or any
Account Party and (ii) any and all liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs, fees,  reasonable  out-of-pocket
expenses or disbursements of any kind and nature whatsoever which may be imposed
on,  incurred  by or asserted  against  Issuing  Bank in any way  relating to or
arising out of this Agreement  (including Section 3.6(c) hereof),  any Letter of
Credit, any documentation or any transaction  relating thereto, or any Letter of
Credit  Agreement,  to the extent not  reimbursed  by the Company or any Account
Party,  except to the extent that such  liabilities,  losses,  costs or expenses
were incurred by Issuing Bank as a result of Issuing Bank's gross  negligence or
willful  misconduct or by the Issuing Bank's wrongful  dishonor of any Letter of
Credit after the presentation to it by the beneficiary  thereunder of a draft or
other demand for payment and other  documentation  strictly  complying  with the
terms and conditions of such Letter of Credit.

     4. [RESERVED]

     5. CONDITIONS

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

     5.1 Execution of Notes and this  Agreement.  Each of the Loan Parties shall
have  executed and  delivered  to Agent for the account of each Bank  requesting
Notes,  the Revolving  Credit Notes and the Swing Line Note, as applicable,  and
this  Agreement and the other Loan Documents to which that Loan Party is a party
(including all schedules, exhibits, certificates, opinions, financial statements
and other documents to be delivered  pursuant hereto),  and such Notes, and this
Agreement and the other Loan Documents shall be in full force and effect.

     5.2  Corporate or Limited  Liability  Company  Authority.  Agent shall have
received, with a counterpart thereof for each Bank:

     (a)  For  each  Loan  Party,  a  certificate  of its  Secretary,  Assistant
          Secretary or member, as applicable, as to:

          (i)  resolutions  of the board of  directors  or  members of such Loan
               Party  evidencing  approval of the  transactions  contemplated by
               this  Agreement,  approval of this  Agreement  and the other Loan
               Documents to which such Loan Party is party and  authorizing  the
               execution  and  delivery  thereof and in the case of the Company,
               the borrowing of Advances and the requesting of Letters of Credit
               hereunder,

          (ii) the  incumbency  and signature of the officers or members of such
               Loan Party executing any Loan Document,

          (iii)a  certificate  of good  standing or continued  existence (or the
               equivalent thereof) from the state of its organization,  and from
               every state or other  jurisdiction  listed on Schedule 5.2 hereof
               if issued by such jurisdiction, subject to the limitations (as to
               qualification  and  authorization  to do  business)  contained in
               Section 6.1, and

          (iv) copies of such Loan Party's articles of incorporation  and bylaws
               or other constitutional  documents, as in effect on the Effective
               Date;

     5.3 Collateral Documents,  Guaranties and other Loan Documents. As security
for all Indebtedness, the Agent shall have received the following documents:

     (a)  The following Collateral Documents:

          (i)  the Guaranties, executed and delivered by the Guarantors;

          (ii) the Security Agreement, executed and delivered by the Company and
               the Guarantors; and

          (iii) Subordination Agreements with respect to all Subordinated Debt;

     (b)  A Mortgage for each property listed on Schedule 5.3(b),  together,  in
          each case, with the following,  for each such parcel,  shall have been
          delivered to the Agent, for and on behalf of the Banks:

          (i)  ALTA  mortgage  title  insurance  policy  from a title  insurance
               company  reasonably  satisfactory  to the  Agent  and the  Banks,
               without  standard  exceptions,  in an amount  satisfactory to the
               Agent and the Banks, insuring the Agent's mortgage, to be a first
               lien on the subject  property,  subject only to those exceptions,
               provided the same are available,  acceptable to the Agent and the
               Banks.  The title  policy  shall  contain,  provided the same are
               available, comprehensive, leasehold (if applicable) and any other
               endorsements required by the Agent.

          (ii) Evidence of flood insurance, if required by applicable law.

     (c)  If requested by the Agent,  in the case of each leased property listed
          on Schedule 5.3(c) hereto,  lessor's  acknowledgments  and consents in
          form and substance reasonably acceptable to the Agent and the Banks.

     (d)  Certified copies of uniform  commercial code requests for information,
          or a similar  search  report  certified by a party  acceptable  to the
          Agent, dated a date reasonably near to the Effective Date, listing all
          effective financing statements which name the Company or any Guarantor
          (under their  present  names or under any  previous  names used within
          five (5) years  prior to the date  hereof)  as  debtors  and which are
          filed in the jurisdictions in which filings are to be made pursuant to
          the Collateral  Documents,  together with (i) copies of such financing
          statements,  and (ii) executed  Uniform  Commercial  Code (Form UCC-3)
          Termination  Statements,  if any,  necessary  to release all Liens and
          other  rights  of  any  Person  in  any  Collateral  described  in the
          Collateral  Documents  previously  granted by any Person  (other  than
          Liens permitted by Section 8.2).

     (e)  Any documents  (including,  without limitation,  financing statements,
          amendments  to  financing  statements  and  assignments  of  financing
          statements)  reasonably required to be provided in connection with the
          Collateral  Documents  to  create,  in favor of the Agent  (for and on
          behalf of the Banks), a perfected  security interest in the Collateral
          thereunder shall have been delivered to the Agent in a proper form for
          filing in each office in each jurisdiction  listed in Schedule 5.3(d),
          or other office, as the case may be.

     5.4  Existing  Credit  Facilities.  All  existing  Debt,  other  than  Debt
expressly permitted hereunder,  or Debt to be refinanced with the proceeds of an
Advance of the Revolving  Credit,  together with all  interest,  all  prepayment
premiums and other amounts due and payable with respect thereto, shall have been
paid in full and the  related  commitments  terminated  and all  Liens  securing
payment  of any such Debt  shall  have been  released  and the Agent  shall have
received all Uniform Commercial Code Form UCC-3 termination  statements or other
instruments  as may be suitable  or  appropriate  in  connection  therewith,  or
undertakings  from the  applicable  secured  parties as to the  termination  and
discharge thereof satisfactory in form and substance to Agent.

     5.5 Insurance.  The Agent shall have received  evidence  satisfactory to it
that the Loan Parties have obtained the insurance  policies  required by Section
7.5 hereof and that such insurance policies are in full force and effect.

     5.6  Compliance  with Certain  Documents and  Agreements.  The Loan Parties
shall  have each  performed  and  complied  in all  material  respects  with all
agreements  and  conditions  contained  in this  Agreement  and the  other  Loan
Documents  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.

     5.7 Opinion of Counsel.  The Loan Parties  shall furnish Agent prior to the
initial Advance under this Agreement, with signed copies for each 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 Agent and each of the Banks.

     5.8 Company's  Certificate.  The Agent shall have  received,  with a signed
counterpart for each Bank, a certificate of a Responsible Officer of the Company
dated the date of the initial Advance hereunder, stating that to the best of his
or her  knowledge  after due inquiry,  (a) except to the extent set forth in any
post closing letter between the Company and the Agent,  the conditions set forth
in this Section 5 have been satisfied;  (b) the  representations  and warranties
made by the Loan Parties in this  Agreement or any of the other Loan  Documents,
are true and  correct  in all  material  respects;  (c) no  Default  or Event of
Default shall have occurred and be continuing;  and (d) since December 31, 2002,
nothing  shall have occurred  which has had, or could  reasonably be expected to
have, a Material Adverse Effect.

     5.9  Payment of Fees.  Concurrently  with the  initial  Advance  hereunder,
Company  shall have paid to Comerica,  in its  individual  capacity and as Agent
(for its sole account), any commitment fee and agency fee due under the terms of
the applicable Fee Letter.

     5.10  Financial  Statements.  The Company shall have delivered to the Agent
and each  Bank the  annual  audited  financial  statements  of  Company  and its
Subsidiaries  for the period  ended  September  30,  2003 and  company  prepared
unaudited  financial  statements  of the Company and its  Subsidiaries,  for the
month ending November 30, 2003.

     5.11  Transaction  Documents.  (a) The Agent shall have  received  executed
copies of the material Transaction Documents, certified by a Responsible Officer
of Company. The Transaction  Documents shall be in form and substance reasonably
satisfactory to the Agent and each of the Transaction  Documents shall have been
duly authorized, executed and delivered by each of the parties thereto and shall
be in full force and effect.  No term or provision of the Transaction  Documents
shall have been modified,  and no condition to  consummation  of the transaction
shall have been waived,  in either case in a manner  materially  detrimental  to
Company,  by any of the parties thereto.  The Company shall have in all material
respects done and performed  such acts and observed such  covenants  which it is
required  to do or  perform  under  the  Transaction  Documents  and in order to
consummate the Transaction on or prior to the Effective Date.

     (a)  The Company shall have provided  evidence of filing Articles of Merger
          to the Agent  including the effective  date of the Merger and that the
          Transaction has been consummated.

     5.12 Continuing  Conditions.  The obligations of the Banks to make Advances
(including  the initial  Advance) under this Agreement and the obligation of the
Issuing Bank to issue any Letters of Credit  shall be subject to the  continuing
conditions that:

     (a)  No  Default  or Event  of  Default  shall  exist as of the date of the
          Advance or the request for the Letter of Credit; and

     (b)  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  or  Letter of
          Credit  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

     The Company represents and warrants and such representations and warranties
shall survive until the Revolving  Credit Maturity Date and thereafter until the
expiration  of all  Letters  of  Credit  and the  final  payment  in full of the
Indebtedness and the performance by the Company of all other  obligations  under
this Agreement:

     6.1  Corporate  Authority.  Each  Loan  Party is a  corporation  (or  other
business  entity) duly organized and existing in good standing under the laws of
the state or jurisdiction of its incorporation,  and, other than as set forth on
Schedule 6.1 hereto,  each Loan Party is duly  qualified  and  authorized  to do
business as a foreign  corporation in each  jurisdiction  where the character of
its  assets  or the  nature  of its  activities  makes  such  qualification  and
authorization  necessary  and where  failure  to be so  qualified  would  have a
Material Adverse Effect.

     6.2 Due  Authorization  - Company.  Execution,  delivery and performance of
this Agreement, the other Loan Documents to which the Company is a party and the
issuance  of the Notes by the Company (if  requested)  are within the  Company's
corporate powers, have been duly authorized, are not in contravention of any law
applicable to the Company or the terms of the Company's organizational documents
and, except as have been previously  obtained or as referred to in Section 6.13,
below,  do not  require the consent or  approval,  material to the  transactions
contemplated by this Agreement and the other Loan Documents, of any governmental
body, agency or authority.

     6.3 Due Authorization - Guarantors.  Execution, delivery and performance of
the Guaranty,  and the other Loan  Documents to which such Guarantor is a party,
are  within  the  corporate  or limited  liability  company  powers of each such
Guarantor,  have  been  duly  authorized,  are not in  contravention  of any law
applicable  to such  Guarantor or the terms of such  Guarantor's  organizational
documents,  and, except as have been  previously  obtained (or as referred to in
Section  6.13 below),  do not require the consent or  approval,  material to the
transactions contemplated by this Agreement and the other Loan Documents, of any
governmental body, agency or authority not previously obtained.

     6.4 Good Title, No Liens. The property described in Schedules 5.3(b) hereof
constitutes  all of the real property owned by the Company and its  Subsidiaries
on the Effective Date. The Company and its Subsidiaries  have good title to or a
valid  leasehold  interest  in (or,  in the  case of any  fee  interest  in real
property, good and marketable title to) all of their respective material assets,
subject to the  exceptions  stated in the next  sentence.  There are no security
interests  in,  liens,  mortgages,  or other  encumbrances  on and no  financing
statements  on file with  respect to any of the  assets  owned by Company or the
Guarantors,  except for (i) any defects that,  individually  or in the aggregate
could not  reasonably  be  expected to have a Material  Adverse  Effect and (ii)
other Liens permitted pursuant to Section 8.2.

     6.5 Taxes. Each of the Loan Parties has filed on or before their respective
due dates or within the applicable grace periods, all federal, state and foreign
tax returns which are required to be filed or has obtained extensions for filing
such tax returns and is not delinquent in filing such returns in accordance with
such  extensions  and has paid all material taxes which have become due pursuant
to those returns or pursuant to any  assessments  received by any such party, as
the case may be, to the extent such taxes have become due,  except to the extent
such tax payments  are being  actively  contested  in good faith by  appropriate
proceedings  and with respect to which  adequate  provision has been made on the
books of such Loan Party or such other Subsidiary as may be required by GAAP.

     6.6 No Defaults.  There exists no material  default under the provisions of
any instrument  evidencing any  outstanding  indebtedness  for borrowed money in
excess of $50,000 of any Loan Party or of any agreement relating thereto.

     6.7  Enforceability  of  Agreement  and Loan  Documents  --  Company.  This
Agreement and each of the other Loan  Documents to which the Company is a party,
have each been duly executed and delivered by its duly  authorized  officers and
constitute  the valid and binding  obligations  of the Company,  enforceable  in
accordance with their  respective  terms,  except as enforcement  thereof may be
limited  by  applicable  bankruptcy,   reorganization,   insolvency,  fraudulent
conveyance,  moratorium or similar laws affecting the  enforcement of creditor's
rights,  generally and by general  principles of equity  (regardless  of whether
enforcement is considered in a proceeding in law or equity).

     6.8  Enforceability of Loan Documents -- Guarantors.  The Loan Documents to
which  each of the  Guarantors  is a party,  have each been  duly  executed  and
delivered by the duly authorized officers,  members or managers, as the case may
be, of each such Guarantor and  constitute the valid and binding  obligations of
each such  Guarantor,  enforceable in accordance  with their  respective  terms,
except  as  enforcement  thereof  may  be  limited  by  applicable   bankruptcy,
reorganization,  insolvency,  fraudulent conveyance,  moratorium or similar laws
affecting  the  enforcement  of  creditor's  rights,  generally  and by  general
principles  of equity  (regardless  of whether  enforcement  is  considered in a
proceeding in law or equity).

     6.9 Compliance with Laws.  Except as disclosed on Schedule 6.9, each of the
Loan Parties has complied  with all  applicable  federal,  state and local laws,
ordinances,  codes, rules, regulations and guidelines (including consent decrees
and administrative orders) including but not limited to Hazardous Material Laws,
except to the extent that failure to comply  therewith would not have a Material
Adverse Effect.

     6.10 Non-contravention -- Company. The execution,  delivery and performance
of this  Agreement  and the other Loan  Documents  to which it is a party by the
Company are not in  contravention  of the terms of any  indenture,  agreement or
undertaking to which the Company is a party or by which its properties are bound
or affected where such violation would reasonably be expected to have a Material
Adverse Effect.

     6.11   Non-contravention  --  Guarantors.   The  execution,   delivery  and
performance  of  those  Loan  Documents  signed  by the  Guarantors  are  not in
contravention  of the terms of any indenture,  agreement or undertaking to which
any such  Guarantor  is a party or by which it or its  properties  are  bound or
affected  where such violation  would  reasonably be expected to have a Material
Adverse Effect.

     6.12 No  Litigation.  Except  for De  Minimis  Matters  or as set  forth on
Schedule 6.12 hereof, there is no suit, action, proceeding,  including,  without
limitation,  any bankruptcy  proceeding,  or governmental  investigation pending
against or to the  knowledge of the Company,  threatened  against any Loan Party
(other  than any suit,  action or  proceeding  in which  such Loan  Party is the
plaintiff and in which no  counterclaim  or cross-claim  against such Loan Party
has been filed).  Except as set forth on Schedule 6.12, there is not outstanding
against any Loan Party any judgment, decree,  injunction,  rule, or order of any
court, government, department, commission, agency, instrumentality or arbitrator
nor is any Loan Party in violation of any applicable law, regulation, ordinance,
order, injunction, decree or requirement of any governmental body or court where
such matters would reasonably be expected to have a Material Adverse Effect.

     6.13 Consents,  Approvals and Filings,  Etc. Except as have been previously
obtained or for DeMinimis  Matters and except for the consents of landlords with
respect to properties  leased by Company and the Guarantors,  no  authorization,
consent,  approval,  license,  qualification  or formal  exemption from, nor any
filing,  declaration or  registration  with, any court,  governmental  agency or
regulatory  authority  or any  securities  exchange or any other person or party
(whether or not  governmental)  is required in  connection  with the  execution,
delivery and performance:  (i) by any of the Loan Parties of this Agreement, any
of the other Loan Documents to which they are a party, or any other documents or
instruments  to be  executed  and or  delivered  by any  such  Loan  Parties  in
connection therewith or herewith;  or (ii) by Loan Party, of the liens, pledges,
mortgages,  security  interests  or  other  encumbrances  granted,  conveyed  or
otherwise established (or to be granted,  conveyed or otherwise  established) by
or under this Agreement or the other Loan Documents,  except for such filings to
be made  concurrently  herewith as are required by the  Collateral  Documents to
perfect liens in favor of the Agent and except for such  consents,  approvals or
filings the failure of which to obtain would not have a Material Adverse Effect.
All such material authorizations, consents, approvals, licenses, qualifications,
exemptions,  filings,  declarations and registrations which have previously been
obtained  or made,  as the case may be, are in full force and effect and are not
the subject of any attack, or to the knowledge of the Company  threatened attack
(in any material respect) by appeal or direct proceeding or otherwise.

     6.14 Agreements  Affecting Financial  Condition.  As of the Effective Date,
none of the Loan Parties is party to any  agreement or  instrument or subject to
any charter or other corporate restriction which has a Material Adverse Effect.

     6.15 No Investment  Company or Margin Stock. None of the Loan Parties is an
"investment  company" within the meaning of the Investment  Company Act of 1940,
as amended.  None of the Loan Parties is engaged  principally,  or as one of its
important  activities,  directly or  indirectly,  in the  business of  extending
credit for the purpose of  purchasing  or  carrying  margin  stock.  None of the
proceeds  of any of the  Advances  will be used by any Loan Party to purchase or
carry margin  stock or will be made  available by any Loan Party or any of their
respective  Subsidiaries  in any manner to any other  Person to enable or assist
such Person in purchasing or carrying margin stock. 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.

     6.16  ERISA.  None of the Loan  Parties  maintains  or  contributes  to any
Pension Plan subject to Title IV of ERISA,  except as set forth on Schedule 6.16
hereto;  and there is no accumulated  funding  deficiency  within the meaning of
ERISA,  or any  outstanding  liability  with respect to any of the Pension Plans
owed to the PBGC or any  successor  thereto  other than future  premiums due and
owing pursuant to Section 4006 of ERISA, and no "reportable event" as defined in
ERISA has  occurred  with  respect to any  Pension  Plan other than an event for
which the  notice  requirement  has been  waived  by the PBGC.  None of the Loan
Parties has engaged in a  transaction  with respect to any Pension  Plan,  other
than a transaction  for which an exemption is available  and has been  obtained,
which could subject the Company or the  Subsidiaries to a tax or penalty imposed
by Section  4975 of the Code or Section  502(i) of ERISA in an amount that would
be material.  All Pension Plans are in material compliance with the requirements
of the Internal Revenue Code and ERISA.

     6.17 Conditions Affecting Business or Properties. As of the Effective Date,
neither  the  respective  businesses  nor the  properties  of any Loan  Party is
affected by any fire,  explosion,  accident,  strike,  lockout or other dispute,
drought,  storm, hail,  earthquake,  embargo, Act of God, or other casualty (not
covered by  insurance)  which is  reasonably  likely to have a Material  Adverse
Effect,  or if such event or  condition  were to continue for more than ten (10)
additional days would reasonably be expected to have a Material Adverse Effect.

     6.18  Environmental  and Safety  Matters.  Except as set forth in Schedules
6.18 and 6.12 and except for such matters as are not reasonably likely to have a
Material Adverse Effect:

     (a)  all facilities and property owned or leased by the Loan Parties are in
          material compliance with all Hazardous Material Laws;

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

          (i)  written claims,  complaints,  notices or requests for information
               received by any Loan Party with respect to any alleged  violation
               of any Hazardous Material Law, or

          (ii) written  complaints,  notices  or  inquiries  to any  Loan  Party
               regarding  potential  liability  of the Loan  Parties  under  any
               Hazardous Material 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
          which,  with the passage of time, or the giving of notice or both, are
          reasonably  likely  to give  rise to  liability  under  any  Hazardous
          Material Law or create a  significant  adverse  effect on the value of
          the property.

     6.19  Subsidiaries.  Except as disclosed on Schedule  6.19 hereto as of the
Effective Date, and thereafter, except as disclosed to the Agent in writing from
time to time, Company has no Subsidiaries.

     6.20  Accuracy  of  Information.  (a)  Each  of  the  financial  statements
furnished  to Agent and the Banks  prior to the date of this  Agreement,  fairly
presents in all  material  respects  (subject to  year-end  adjustments  and the
omission  of notes  thereto in the case of  interim  statements)  the  financial
condition  of the  Company  and  its  Subsidiaries  and  the  results  of  their
operations for the periods covered thereby,  and has been prepared in accordance
with GAAP.

     (b)  Since September 30, 2003 there has been no material  adverse change in
          the  financial  condition  of Company  and the  Guarantors  taken as a
          whole,  to the best knowledge of the Company,  neither Company nor any
          of the Guarantors has any material contingent  obligations  (including
          any  liability  for taxes) not  disclosed  by or  reserved  against in
          Company's financial  statements for the fiscal quarter ended September
          30,  2003,  except as set forth on Schedule  6.20  hereof,  and at the
          present time there are no  unrealized or  anticipated  losses from any
          present   commitment  of  Company  or  any  of  the  Guarantors  which
          contingent obligations and losses in the aggregate would reasonably be
          expected to have a Material Adverse Effect.

     6.21  Labor  Relations.  None of the Loan  Parties is engaged in any unfair
labor  practice  that could  reasonably  be expected to have a Material  Adverse
Effect. There is (i) no unfair labor practice complaint pending against the Loan
Parties or to the knowledge of Company,  threatened  against any of them, before
the National Labor Relations Board,  and no grievance or arbitration  proceeding
arising  out of or under  any  collective  bargaining  agreement  is so  pending
against any of them or, to the knowledge of Company,  threatened  against any of
them, (ii) no strike,  labor dispute,  slowdown or stoppage  pending against the
Company or any Guarantor or to the knowledge of Company,  threatened against any
of them and (iii) no union representation  question existing with respect to the
employees  of the Loan  Parties,  in each case or in the  aggregate  which could
reasonably be expected to have a Material Adverse Effect.

     6.22 Existing Debt. As of the Effective  Date,  Schedule 8.1(b) hereto sets
forth a true and  complete  list of all  Debt for  borrowed  money  (other  than
Indebtedness) of the Company and the Guarantors as of the Effective Date that is
in excess of $50,000 for any one issue and is to remain outstanding after giving
effect to this transaction,  in each case showing the aggregate principal amount
thereof  and the name of the company  (or  issuer)  and any other  entity  which
directly or indirectly guaranteed such debt.

     6.23 Solvency.  After giving effect to the consummation of the transactions
contemplated  by this  Agreement,  the Company and the  Guarantors  will each be
solvent,  able to pay its  indebtedness  as it  matures  and will  have  capital
sufficient  to carry on its  business  and all  business in which it is about to
engage.  This  Agreement is being executed and delivered by the Company to Agent
and the Banks in good faith and in exchange for fair, equivalent  consideration.
Neither the  Company nor any  Guarantor  intends to nor does  management  of the
Company or any  Guarantor  believe it will incur debts beyond its ability to pay
as they  mature.  Neither the Company nor any  Guarantor  contemplates  filing a
petition  in  bankruptcy  or for an  arrangement  or  reorganization  under  the
Bankruptcy  Code or any  similar law of any  jurisdiction  now or  hereafter  in
effect  relating  to the Company or any  Guarantor,  nor does the Company or any
Guarantor  have  any  knowledge  of  any  threatened  bankruptcy  or  insolvency
proceedings against the Company or any Guarantor.

     7. AFFIRMATIVE COVENANTS

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

     7.1 Financial  Statements.  Furnish to the Agent with sufficient copies for
each Bank:

     (a)  as soon as  available,  but in any event within ninety (90) days after
          the  end of each  fiscal  year of the  Company  a copy of the  audited
          Consolidated and Consolidating financial statements of the Company and
          its  consolidated  Subsidiaries  as at the  end of such  year  and the
          related audited  statements of income,  stockholders  equity, and cash
          flows for such year and underlying assumptions,  setting forth in each
          case in comparative form the figures for the previous year,  certified
          as being  fairly  stated in all  material  respects by an  independent
          certified public accounting firm reasonably  satisfactory to the Agent
          and the Banks; and

     (b)  as soon as available,  but in any event not later than forty five (45)
          days  after  the  end  of  each  month,   Company  prepared  unaudited
          Consolidated and  Consolidating  balance sheets of the Company and the
          Guarantors  as at the end of such  month  and  the  related  unaudited
          statements  of  income,  stockholders  equity  and  cash  flows of the
          Company and the  Guarantors for the portion of the fiscal year through
          the  end  of  such  fiscal  month,  setting  forth  in  each  case  in
          comparative  form the  figures  for the  corresponding  periods in the
          previous year, and certified by a Responsible  Officer as being fairly
          stated in all material respects; and

all such  financial  statements  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 with prior  periods  (except as
approved by such  officer and  disclosed  therein),  provided  however  that the
financial  statements  delivered pursuant to clauses (b) and (c) hereof will not
be required to include footnotes and will be subject to year-end adjustments.

     7.2 Certificates;  Other Information.  Furnish to the Agent with sufficient
copies for each Bank:

     (a)  Within  forty  five (45) days  after and as the end of each  month,  a
          Covenant Compliance Report;

     (b)  On or before  October 31 of each year,  the Company  shall prepare and
          deliver to the Agent and the Banks  projections of the Company and the
          Guarantors  for the next  succeeding  fiscal year, on a month to month
          basis and for the following fiscal year on an annual basis,  including
          a  balance  sheet as at the end of each  relevant  period  and  income
          statements and  statements of cash flows for each relevant  period and
          for the period  commencing  at the  beginning  of the fiscal  year and
          ending on the last day of such relevant period;

     (c)  Within  twenty (20) days after and as of the end of each month  agings
          of Accounts and accounts  payables of Company and the  Borrowing  Base
          Obligors,  an  inventory  report of  Company  and the  Borrowing  Base
          Obligors and any such schedule shall be  accompanied,  if so requested
          by  Agent  by a true  and  correct  copy  of the  invoices  evidencing
          Eligible Accounts and by evidence of delivery or performance and other
          supporting detail satisfactory to Agent;

     (d)  Within  twenty  (20)  days  after and as of the end of each  month,  a
          Borrowing Base Certificate;

     (e)  Promptly upon receipt thereof, the Company shall deliver copies of all
          significant  reports  submitted  by the  Company's  firm of  certified
          public accountants in connection with each annual,  interim or special
          audit or review of any type of the  financial  statements  or  related
          internal  control  systems of the Company and the  Guarantors  made by
          such  accountants,  including  any comment  letter  submitted  by such
          accountants to managements in connection with their services;

     (f)  Promptly and in form to be reasonably  satisfactory  to the requesting
          Bank, such additional  financial  and/or other  information,  or other
          reports as any Bank may from time to time reasonably request.

     7.3 Payment of  Obligations.  Pay,  discharge  or  otherwise  satisfy at or
before maturity or before they become delinquent, as the case may be, all of its
material  obligations  of whatever  nature,  except where the amount or validity
thereof is currently  being  contested in good faith by appropriate  proceedings
and reserves in conformity  with GAAP with respect thereto have been provided on
the books of the Company.

     7.4 Conduct of Business and Maintenance of Existence; Compliance with Laws.

     (a)  Continue to engage solely in the business now conducted by the Company
          or the Guarantors and businesses  related thereto and preserve,  renew
          and keep in full force and effect its  existence,  except as otherwise
          permitted pursuant to Sections 8.4 and 8.5;

     (b)  Take all  reasonable  action  it  deems  necessary  in its  reasonable
          business  judgment to maintain all rights,  privileges  and franchises
          necessary in the normal  conduct of its  business  except as otherwise
          permitted  pursuant to Section 8.5 or where the failure to so maintain
          would not  reasonably be expected to have a Material  Adverse  Effect;
          and

     (c)  Comply  with all  Contractual  Obligations  and  Requirements  of Law,
          except to the extent that  failure to comply  therewith  could not, in
          the  aggregate,  reasonably  be  expected  to have a Material  Adverse
          Effect.

     7.5 Maintenance of Property;  Insurance.  (a) Keep all material property it
deems, in its reasonable business judgment, useful and necessary in its business
in working  order  (ordinary  wear and  excepted),  except  where the failure to
maintain  such  property  would not  reasonably  be  expected to have a Material
Adverse Effect;  and (b) maintain  insurance coverage on its physical assets and
against  other  business  risks  in  such  amounts  and  of  such  types  as are
customarily  carried by companies similar in size and nature (including  without
limitation casualty and public liability and property damage insurance),  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 or any applicable Requirements of Law would dictate, and in the case of
all policies covering any Collateral,  all such insurance policies shall provide
that the loss payable  thereunder shall be payable to Company or such Guarantor,
and to the Agent for the benefit of the Banks  (Agent as  mortgagee,  or, in the
case of personal  property  interests,  lender  loss payee) as their  respective
interests may appear, and certificates  evidencing such policies,  including all
endorsements thereto, to be deposited with Agent upon its request.

     7.6 Inspection of Property;  Books and Records,  Discussions.  Permit Agent
and  each  Bank,   through   their   authorized   attorneys,   accountants   and
representatives  (a) at all reasonable times during normal business hours,  upon
the request of Agent or such Bank,  to examine  Company's  and each  Guarantor's
books,  accounts,  records,  ledgers and assets and properties of every kind and
description  wherever located;  (b) at reasonable times and intervals,  upon the
request of the Majority Banks, to conduct full or partial  Collateral  audits of
Company and the  Subsidiaries,  with all  reasonable  costs and expenses of such
audits to be reimbursed by Company;  and (c) permit Agent and each Bank or their
authorized  representatives,  at reasonable times and intervals, to visit all of
their respective offices,  discuss their respective financial matters with their
respective  officers and independent  certified or chartered public accountants,
as applicable,  and, by this provision,  Company  authorizes such accountants to
discuss the finances and affairs of Company and the  Guarantors  (provided  that
Company is given an opportunity to participate in such  discussions) and examine
any of its or their  books  and other  corporate  records.  Notwithstanding  the
foregoing,  all information  furnished to the Agent or the Banks hereunder shall
be subject to the undertaking of the Banks set forth in Section 13.11 hereof.

     7.7 Notices. Promptly give notice to the Agent of:

     (a)  the occurrence of any Default or Event of Default of which the Company
          or any Guarantor has knowledge;

     (b)  any (i) default or event of default under any  Contractual  Obligation
          of Company or any Guarantor of which the Company or such Guarantor had
          knowledge or (ii)  litigation,  investigation  or proceeding which may
          exist  at any  time  between  the  Company  or any  Guarantor  and any
          Governmental  Authority or other third party, which in either case, if
          not cured or if it is reasonably likely to be adversely determined, as
          the case may be,  would  have a Material  Adverse  Effect or (iii) any
          change  in  the  financial  condition  of  the  Company  or any of the
          Guarantors  since the date of the last  audited  financial  statements
          delivered  pursuant to Section 7.1(a) hereof which could reasonably be
          expected to have a Material Adverse Effect;

     (c)  any event which the Company  reasonably  believes is reasonably likely
          to have a Material Adverse Effect;

     (d)  promptly after  becoming  aware of the taking by the Internal  Revenue
          Service or any foreign taxing  jurisdiction  of a written tax position
          (or any such tax  position  taken by the  Company  or any  Subsidiary)
          which could  reasonably be expected to have a Material  Adverse Effect
          upon the Company or any  Subsidiary  setting forth the details of such
          position and the financial impact thereof;

     (e)  not less than 10 days prior to the proposed  effective  date  thereof,
          copies of any  proposed  material  amendments,  restatements  or other
          modification to the Subordinated Debt Documents;

     (f)  provide prompt written notice to the Agent of (i) all jurisdictions in
          which the Company or any of the Guarantors becomes qualified after the
          Effective  Date to transact  business,  and (ii) any  material  change
          after the Effective Date in the authorized and issued capital stock or
          other equity  interests of the Company or any of the  Subsidiaries  or
          any  other  material  amendment  to their  charter,  by-laws  or other
          organizational  documents,  such notice, in each case, to identify the
          applicable   jurisdictions,   capital   structures  or  amendments  as
          applicable.

Each notice  pursuant to this Section shall be  accompanied  by a statement of a
Responsible  Officer setting forth details of the occurrence referred to therein
and stating  what action the Company has taken or proposes to take with  respect
thereto.

     7.8 Hazardous Material Laws.

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

     (b)  Promptly  notify Agent and provide  copies upon receipt of all written
          claims,  complaints,  notices or inquiries  received by the Company or
          any of the Guarantors of a material  nature relating to its facilities
          and properties or compliance with Hazardous Material Laws;

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

     7.9 Fixed Charge  Coverage  Ratio.  Maintain as of the end of each month of
Company, a Fixed Coverage Ratio of not less than 1.20 to 1.0.

     7.10  Tangible  Net Worth.  Maintain as of the end of each month a Tangible
Net Worth of not less than the Base Tangible Net Worth.

     7.11  Funded  Debt to EBITDA  Ratio.  Maintain as of the end of each month,
Funded Debt to EBITDA Ratio of not more than 3.25 to 1.0.

     7.12  Leverage  Ratio.  Maintain  as of the end of each  fiscal  quarter  a
Leverage Ratio of not more than the following amounts:

     Closing through September 29, 2004.............................7.5 to 1.0
     September 30, 2004 through September 29, 2005..................5.5 to 1.0
     September 30, 2005 and thereafter..............................4.0 to 1.0

     7.13 Current  Ratio.  Maintain as of the end of each month, a Current Ratio
of not less than 1.05 to 1.0.

     7.14 Governmental and Other Approvals. Apply for, obtain and/or maintain in
effect,  as  applicable,  all  authorizations,  consents,  approvals,  licenses,
qualifications,  exemptions,  filings,  declarations and registrations  (whether
with any court, governmental agency,  regulatory authority,  securities exchange
or otherwise) which are necessary in connection with the execution, delivery and
performance by such Loan Parties,  of this Agreement,  the other Loan Documents,
or any other  documents or instruments to be executed  and/or  delivered by such
Loan Parties in connection therewith or herewith, except where the failure to so
apply  for,  obtain or  maintain  would not  reasonably  be  expected  to have a
Material Adverse Effect.

     7.15  Compliance  with  ERISA.  Comply in all  material  respects  with all
applicable  requirements  imposed by ERISA as  presently  in effect or hereafter
promulgated  or the Internal  Revenue Code,  including,  but not limited to, the
minimum funding  requirements  of any Pension Plan,  except where the failure to
comply is not likely to have a Material Adverse Effect.

     7.16 ERISA Notices. Promptly notify Agent upon the occurrence of any of the
following events if such event is likely to have a Material Adverse Effect:

     (a)  the  termination,  other  than a standard  termination,  as defined in
          ERISA, of any Pension Plan subject to Subtitle C of Title IV of ERISA;

     (b)  the Company's or any Guarantor's  receipt of notice of the appointment
          of a trustee  by a United  States  District  Court to  administer  any
          Pension Plan subject to Title IV of ERISA;

     (c)  the Company's or any Guarantor's receipt of notice of the commencement
          by the Pension Benefit Guaranty Corporation, or any successor thereto,
          of any proceeding to terminate any Pension Plan subject to Title IV of
          ERISA;

     (d)  the  failure of the  Company or any  Guarantor  to make any payment in
          respect of any Pension Plan required under Section 412 of the Internal
          Revenue Code;

     (e)  the withdrawal of the Company or any Guarantor from any  Multiemployer
          Plan if the Company  reasonably  believes that such  withdrawal  would
          give rise to the  imposition  of  withdrawal  liability  with  respect
          thereto; or

     (f)  the  occurrence  of a  "reportable  event"  which  is  required  to be
          reported  by the  Company  under  Section  4043 of ERISA as defined in
          ERISA  other than any event for which the  reporting  requirement  has
          been waived by the PBGC or a  "prohibited  transaction"  as defined in
          Section  406 of ERISA or Section  4975 of the  Internal  Revenue  Code
          other than a transaction for which a statutory  exemption is available
          or an administrative  exemption has been obtained which in either case
          is likely to have a Material Adverse Effect.

     7.17 Security; Defense of Collateral. Take such actions as the Agent or the
Majority  Banks  may from  time to time  reasonably  request  to  establish  and
maintain  first  perfected  security  interests  in  and  Liens  on  all  of its
Collateral,  subject only to  Permitted  Liens and other liens  permitted  under
Section 8.2 hereof;  and defend the  Collateral  from any Liens other than Liens
permitted by Section 8.2.

     7.18 Use of Proceeds. Use all Advances of the Revolving Credit as set forth
in Section  2.15  hereof;  and not use any  portion of the  proceeds of any such
advances  for the  purpose of  purchasing  or carrying  any  "margin  stock" (as
defined in Regulation U of the Board of Governors of the Federal Reserve System)
in any manner which  violates the  provisions  of  Regulation  T, U or X of said
Board of  Governors  or for any other  purpose in  violation  of any  applicable
statute or regulation.

     7.19 Future Subsidiaries; Additional Collateral.

     (a)  With respect to each Person which  becomes a Subsidiary of the Company
          (directly or  indirectly)  subsequent  to the Effective  Date,  within
          thirty  (30) days of the date  such  Person is  created,  acquired  or
          otherwise  becomes a Subsidiary  (whichever first occurs),  cause such
          new  Subsidiary  to  execute  and  deliver  to the Agent (x) a Joinder
          Agreement  (attached  to the  Guaranty  as  Exhibit  A)  whereby  such
          Subsidiary becomes obligated as a Guarantor under the Guaranty and (y)
          a joinder agreement to the Security Agreement;

     (b)  With respect to real property located in the United States acquired by
          the Company or any Guarantor  after the Effective Date, not later than
          forty-five  (45) days after such  property  is  acquired,  the Company
          shall execute or cause to be executed  (unless waived by Agent and the
          Majority Banks) a Mortgage covering such property,  together with such
          real estate documentation listed on Schedule 7.19 hereto;

in each case in form  reasonably  satisfactory  to the  Agent  and the  Majority
Banks,   in  their   reasonable   discretion,   together  with  such  supporting
documentation,   including  without   limitation   corporate   authority  items,
certificates  and opinions of counsel,  as reasonably  required by the Agent and
the Majority Banks and the Company shall take, or cause to be taken,  such steps
as are necessary or advisable under  applicable law to perfect the liens granted
under this Section 7.17.

     7.20  Further  Assurances.  Execute and deliver or cause to be executed and
delivered to Agent within a reasonable time following  Agent's  request,  and at
the  Company's  expense,  such  other  documents  or  instruments  as Agent  may
reasonably  require to effectuate  more fully the purposes of this  Agreement or
the other Loan Documents.

     7.21 Bank Accounts.  Maintain all of their principal bank accounts with the
Agent.

     8. NEGATIVE COVENANTS.

     Company covenants and agrees that, until the Revolving Credit Maturity Date
and  thereafter  until  expiration of all Letters of Credit and final payment in
full of the  Indebtedness  and the  performance by Company and the Guarantors of
all other obligations under this Agreement and the other Loan Documents, it will
not, and will not permit any of its Subsidiaries, to:

     8.1 Limitation on Debt. Create,  incur, assume or suffer to exist any Debt,
except:

     (a)  Indebtedness under this Agreement and the other Loan Documents;

     (b)  any Debt  existing  on the  Effective  Date and set forth in  Schedule
          8.1(b) attached hereto 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;

     (c)  Debt of the Company or a Guarantor, excluding Debt otherwise permitted
          under this Section 8.1,  incurred to finance the  acquisition of fixed
          or capital assets (whether pursuant to a loan or a Capitalized Lease),
          provided that the  aggregate  amount of all such Debt shall not exceed
          One Million Dollars ($1,000,000) at any one time outstanding;

     (d)  Subordinated Debt;

     (e)  Debt under any Hedging Transactions;

     (f)  Guarantee  Obligations  permitted  under Section 8.3 or any other Loan
          Document;

     (g)  current unsecured trade, utility or nonextraordinary  accounts payable
          (including  without  limitation,  operating leases and short term Debt
          owed to vendors)  arising in the ordinary  course of Company's or such
          Subsidiary's businesses;

     (h)  Debt in respect of taxes,  assessments or governmental  charges to the
          extent that  payment  thereof  shall not at the time be required to be
          made in accordance with Section 7.3;

     (i)  Debt  arising  from   judgments  or  decrees  in   circumstances   not
          constituting an Event of Default under Section 9.1;

     (j)  Intercompany Loans, but only to the extent permitted under Section 8.8
          hereof;

     (k)  Non-current  liabilities  for  post-employment  healthcare  and  other
          insurance benefits;

     (l)  Debt secured by Permitted Liens.

     8.2 Limitation on Liens. Create,  incur, assume or suffer to exist any Lien
upon any of its  property,  assets or  revenues,  whether now owned or hereafter
acquired, except for:

     (a)  Permitted Liens;

     (b)  Liens  securing Debt  permitted by Section  8.1(c),  provided that (i)
          such Liens  shall be  created  substantially  simultaneously  with the
          acquisition of such fixed or capital asset,  (ii) such Liens do not at
          any time encumber any property  other than the property,  equipment or
          improvements  financed by such Debt, and (iii) the principal amount of
          Debt  secured  by any such Lien  shall at no time  exceed  100% of the
          original purchase price of such property, equipment or improvements;

     (c)  Liens in favor of Agent, as security for the  Indebtedness  (including
          Indebtedness under any Bank Hedging Agreements) and the obligations of
          the  Company  and the  Guarantors  to  Comerica  Bank  relating to the
          Comerica Agreement;

     (d)  attachments,  judgments  and  other  similar  Liens  (other  than  any
          judgment   that  is  described  in  clause  (h)  of  Section  9.1  and
          constitutes  an Event of Default  thereunder),  arising in  connection
          with  court   proceedings,   provided  that  the  execution  or  other
          enforcement  of such Liens is  effectively  stayed  within 30 days and
          claims secured  thereby are being actively  contested in good faith by
          appropriate proceedings;

     (e)  other Liens, existing on the Effective Date, set forth on Schedule 8.2
          attached  hereto and any renewals or  refinancing  of the Debt secured
          thereby 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.

     8.3 Limitation on Guarantee Obligations. Create, incur, assume or suffer to
exist  any  Guarantee  Obligation  except  (a)  the  Guaranties,  (b)  Guarantee
Obligations  not otherwise  permitted  under this Section 8.3 in respect of Debt
incurred by any Person,  provided  that the aggregate  principal  amount of such
Debt at any time outstanding does not exceed $500,000, (c) Guarantee Obligations
existing on December  31,  2003 and set forth on  Schedule  8.3 hereof,  and (d)
Guarantee  Obligations  arising with respect to  customary  indemnification  and
purchase price  adjustment  obligations  incurred in connection with any sale or
disposition of assets.

     8.4 Acquisitions. Except for Permitted Acquisitions,  purchase or otherwise
acquire or become obligated for the purchase of all or substantially  all or any
material  portion 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  effectuate  an  expansion of present  business in any material
respect by acquisition.

     8.5  Limitation on Mergers,  other  Fundamental  Changes or Sale of Assets.
Enter into any merger or consolidation or convey, sell, lease, assign,  transfer
or  otherwise  dispose of any of its  property,  business or assets  (including,
without limitation,  receivables and leasehold interests),  whether now owned or
hereafter  acquired  or make any  material  change in its capital  structure  or
present method of conducting business, except:

     (a)  inventory leased or sold in the ordinary course of business;

     (b)  obsolete or worn out property or  equipment,  or property or equipment
          no longer  useful  in the  conduct  of  Company's  or any  Guarantor's
          business to the extent such dispositions do not exceed $500,000 during
          any single fiscal year of Company;

     (c)  (i) mergers or  consolidations  of any Subsidiary with or into Company
          (so long as Company shall be the continuing or surviving entity), (ii)
          the Merger and (iii) mergers or  consolidations of any Subsidiary with
          or  into  any  Guarantor,  so  long as  such  Guarantor  shall  be the
          continuing or surviving entity; provided, however, that at the time of
          each such merger or consolidation  under sub-clauses (i) through (iii)
          of this clause (c),  both before and after giving effect  thereto,  no
          Default or Event of Default shall have occurred and be continuing  and
          no  Domestic  Subsidiary  may  merger  or  consolidate  with a Foreign
          Subsidiary;

     (d)  any  Subsidiary  may  liquidate  or  dissolve  into the Company or any
          Domestic  Guarantor if the Company  determines in good faith that such
          liquidation or dissolution is in the best interests of the Company;

     (e)  provided  that no  Default  or Event of Default  has  occurred  and is
          continuing at the time of each such sale (both before and after giving
          effect to such Asset  Sale),  (i) 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  $500,000  in any fiscal year
          and the  consideration  received is cash or cash  equivalents and (ii)
          other Asset Sales approved by the Majority Banks; and

     (f)  the sale or  disposition  of  Permitted  Investments  and  other  cash
          equivalents in the ordinary course of business.

     8.6  Restricted  Payments.  Declare or make,  or permit any  Guarantor  to,
declare or make any  distributions,  dividend,  payment or other distribution of
assets,  properties,  cash,  rights,  obligations  or securities  (collectively,
"Distributions")  on account of any  membership  interests  or any shares of any
class of its  capital  stock,  as  applicable,  or  issue,  purchase,  redeem or
otherwise  acquire  for  value any  membership  interests  or any  shares of its
capital stock, as applicable, or any warrants, rights or options to acquire such
shares or membership interests,  now or hereafter  outstanding,  except that the
Guarantors  may  make   Distributions   to  the  Company  and  its  Consolidated
Subsidiaries and the Company may make the Special Dividend.

     8.7 Limitation on Capital  Expenditures.  Make or commit to make (by way of
the  acquisition  of  securities of a Person or otherwise)  any  expenditure  in
respect  of the  purchase  or  other  acquisition  of fixed  or  capital  assets
(excluding any such asset  acquired in connection  with normal  replacement  and
maintenance programs properly charged to current operations) except for:

     (a)  Permitted Acquisitions permitted by Section 8.4 hereof; and

     (b)  Capital  Expenditures  which  shall not exceed  $5,000,000  during any
          fiscal  year  (determined  on a  combined  basis for  Company  and its
          Subsidiaries).

     8.8 Limitation on Investments,  Loans and Advances. Make or allow to remain
outstanding any Investment (whether such investment shall be of the character of
investment in shares of stock,  evidences of indebtedness or other securities or
otherwise)  in, or any loans or advances to, any Person,  firm,  corporation  or
other entity or association, other than:

     (a)  Permitted Investments;

     (b)  Investments  (including  Intercompany Loans,  Advances or Investments)
          existing on the Effective Date and listed on Schedule 8.8 hereof;

     (c)  extensions of trade credit in the ordinary course of business;

     (d)  Intercompany  Loans,  Advances  or  Investments  made on or after  the
          Effective  Date by the Company to any Guarantor or by any Guarantor to
          the Company  (provided that any  Intercompany  Loan hereunder shall be
          evidenced by and funded under an Intercompany Note encumbered pursuant
          to the appropriate Collateral Document), provided that at the time any
          such loan,  advance or  investment  is made  (before and after  giving
          effect thereto) no Event of Default under Section 9.1(a) or 9.1(j) has
          occurred and is continuing;

     (e)  Investments in respect of Hedging Transactions;

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

     (g)  loans and advances to employees, officers and directors of the Company
          or  any  of the  Guarantors  in an  aggregate  amount  not  to  exceed
          $250,000;

     (h)  Permitted Acquisitions permitted pursuant to Section 8.4;

     (i)  Investments constituting deposits made in connection with the purchase
          of  goods  or  services  in the  ordinary  course  of  business  in an
          aggregate  amount for such deposits not to exceed  $500,000 at any one
          time.

In valuing any Investments for the purpose of applying the limitations set forth
in this  Section 8.8  (except as  otherwise  expressly  provided  herein),  such
Investment  shall be taken at the original cost thereof,  without  allowance for
any subsequent  write-offs or appreciation or depreciation,  but less any amount
repaid or recovered on account of capital or principal.

     8.9  Transactions  with  Affiliates.  Except as set forth in  Schedule  8.9
(which  transactions  described  on Schedule  8.9 are on terms that are fair and
reasonable  to the  Company  and the  Guarantors),  enter into any  transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service,  or providing for the payment of any management
or other  fee,  with any  Affiliate  of a Company or any  Subsidiary  except (a)
transactions  otherwise permitted under this Agreement;  (b) transactions in the
ordinary  course of  Company's or such  Subsidiary's  business and upon fair and
reasonable  terms no less  favorable to the Company or such  Subsidiary  than it
would  obtain in a  comparable  arms length  transaction  from  unrelated  third
parties;  and (c)  transactions  between or among Company and the Guarantors not
involving any other Affiliates.

     8.10  Sale and  Leaseback.  Enter  into  any  arrangement  with any  Person
providing  for the leasing by the Company or any  Subsidiary of real or personal
property  which has been or is to be sold or  transferred by the Company or such
Subsidiary  to such Person or to any other Person to whom funds have been or are
to be  advanced  by such  Person  on the  security  of such  property  or rental
obligations of the Company or such Subsidiary, as the case may be.

     8.11  Limitation on Negative  Pledge  Clauses.  After the  Effective  Date,
except for such agreements,  documents or instruments which are in effect on the
Effective  Date and which are set forth on Schedule 8.11 hereto,  enter into any
agreement,  document or instrument  which would  restrict or prevent the Company
and its Subsidiaries from granting Agent on behalf of Banks liens upon, security
interests in and pledges of their respective assets which are senior in priority
to all other  Liens,  except  for  Permitted  Liens  and any  other  agreements,
documents or instruments  pursuant to which Liens not prohibited by the terms of
this Agreement are created, entered into, or allowed to exist.

     8.12 Prepayment of Debts. Prepay, purchase,  redeem or defease any Debt for
money  borrowed  (including  without  limitation any  Subordinated  Debt) or any
capital leases,  excluding  refinancings or renewals of such Debt in the same or
lesser amounts (and giving effect to any required amortization) on substantially
the  same  terms or on terms  more  favorable  to the  obligor  thereunder,  and
otherwise in compliance with this Agreement.

     8.13 Amendment of Subordinated Debt Documents.  Amend,  modify or otherwise
alter (or  suffer  to be  amended,  modified  or  altered)  any of the terms and
conditions of those documents or instruments  evidencing or otherwise related to
any Debt set forth on Schedule 8.1, any Subordinated Debt, any provision thereof
which in any case could  reasonably  be expected to be adverse to the Banks,  in
any case without the prior written approval of Agent and the Majority Banks.

     8.14  Modification of Certain  Agreements.  Make,  permit or consent to any
amendment or other  modification to the  constitutional  documents of any of the
Loan  Parties  (including  the  Company's  articles  of  incorporation),  or any
documents  delivered  in  connection  with  the  transaction  or  any  Permitted
Acquisition,  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,
(ii) does not materially  adversely affect the interest of the Banks as creditor
under  this  Agreement,  the  other  Loan  Documents  or any other  document  or
instrument in any respect,  or (iii) could not  reasonably be expected to have a
Material Adverse Effect.

     8.15 Fiscal Year. Change its fiscal year.

     9. DEFAULTS

     9.1 Events of Default.  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 the Revolving  Credit  (including the Swing Line),
          (ii) any Reimbursement Obligation, or (iii) any Fees;

     (b)  non-payment  of any money by the Company  under this  Agreement  or by
          Company  or any  Guarantor  under any of the other Loan  Documents  to
          which it is a party,  other than as set forth in subsection (a) above,
          within five (5) Business Days after notice from Agent that the same is
          due and payable;

     (c)  (i) default in the observance or performance of any of the conditions,
          covenants  or  agreements  of Company  set forth in  Sections  7.2(c),
          7.2(d),  7.4(a), 7.5, 7.6, 7.7(a), 7.9 through 7.13, inclusive,  7.18,
          7.21 or 8; or (ii) default in the  observance or performance of any of
          the  conditions,  covenants  or  agreements  of  Company  set forth in
          Sections 7.1(a), 7.1(a) or 7.2(a) and continuance thereof for ten (10)
          days;

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

     (e)  any representation or warranty made by Company or any Guarantor herein
          or in any  instrument  submitted  pursuant  hereto  proves  untrue  or
          misleading in any material adverse respect when made;

     (f)  default in the  observance or performance of or failure to comply with
          any of the  conditions,  covenants  or  agreements  of  Company or any
          Guarantor  set  forth  in any of the  other  Loan  Documents,  and the
          continuance  thereof  beyond any period of grace or cure  specified in
          any  such  document  or,  in the  case  of the  Collateral  Documents,
          continuance  thereof  for a period of thirty  (30) days after  written
          notice from Agent;

     (g)  (i)  default in the payment of any  indebtedness  for  borrowed  money
          (other than Indebtedness  hereunder,  but including without limitation
          any  Subordinated  Debt) of the Company or any Subsidiary in excess of
          Twenty Five Thousand Dollars  ($25,000) (or the equivalent  thereof in
          any currency other than Dollars) individually or in the aggregate when
          due (whether by  acceleration  or otherwise) and  continuance  thereof
          beyond any  applicable  period of cure or (ii)  failure to comply with
          the terms of any other  obligation  of the  Company or any  Subsidiary
          with  respect to any  indebtedness  for  borrowed  money  (other  than
          Indebtedness  hereunder)  in excess of Twenty  Five  Thousand  Dollars
          ($25,000)  (or the  equivalent  thereof  in any  currency  other  than
          Dollars) individually or in the aggregate,  which continues beyond any
          applicable period of cure and which would permit the holder or holders
          thereto to accelerate such other indebtedness for borrowed money;

     (h)  the rendering of any judgment(s) for the payment of money in excess of
          the sum of Twenty Five Thousand  Dollars  ($25,000) (or the equivalent
          thereof in any currency  other than  Dollars)  individually  or in the
          aggregate  against the Company or any  Subsidiary,  and such judgments
          shall  remain  unpaid,  unvacated,  unbonded  or unstayed by appeal or
          otherwise  for a period of thirty  (30)  consecutive  days,  except as
          covered by adequate insurance with a reputable carrier as to which the
          relevant insurance company has acknowledged coverage;

     (i)  the occurrence of (i) a "reportable event", as defined in ERISA, which
          is determined to constitute grounds for a distress  termination by the
          PBGC of any Pension  Plan subject to Title IV of ERISA  maintained  or
          contributed  to by or on behalf of the Company or any  Subsidiary  for
          the  benefit of any of its  employees  or for the  appointment  by the
          appropriate  United States  District  Court of a trustee to administer
          such Pension Plan and such reportable  event is not corrected and such
          determination  is not  revoked  within  sixty (60) days  after  notice
          thereof has been given to the plan  administrator of such Pension Plan
          (without  limiting  any of  Agent's  or any  Bank's  other  rights  or
          remedies  hereunder),  or (ii) the  institution  of proceedings by the
          Pension  Benefit  Guaranty  Corporation  to terminate any such Pension
          Plan or (iii) the appointment of a trustee by the  appropriate  United
          States  District Court to administer  any such Pension Plan,  which in
          either case of (i), (ii) or (iii) could reasonably be expected to have
          a Material Adverse Effect;

     (j)  the Company or any Subsidiary shall be dissolved or liquidated (or any
          judgment,  order  or  decree  therefor  shall  be  entered)  or;  if a
          creditors' committee shall have been appointed for the business of the
          Company or any Subsidiary;  or if the Company or any Subsidiary  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  or a  Subsidiary  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 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  (otherwise  than upon
          application  or consent of  Company or any  Subsidiary)  and shall not
          have been  removed  within  sixty (60) days;  or if an order  shall be
          entered  approving any petition for  reorganization  of Company or any
          Subsidiary and shall not have been reversed or dismissed  within sixty
          (60)  days;  or  Company  or any  Subsidiary  shall  take  any  action
          (corporate or other)  authorizing or in furtherance any of the actions
          described above in this subsection;

     (k)  default in the  observance or  performance of or any failure to comply
          with  any  of  the   conditions,   covenants  or   agreements  of  any
          Subordinated   Debt  Holder  under  the  terms  of  any  Subordination
          Agreement  and  continuance  thereof for a period of fifteen (15) days
          after written  notice from Agent to the applicable  Subordinated  Debt
          Holder and Company;

     (l)  any  material  provision  of any  Collateral  Document or any Guaranty
          shall at any time  for any  reason  cease  to be  valid,  binding  and
          enforceable  against  the  Company  or any  Guarantor  (other  than in
          accordance  with the terms thereof),  as applicable,  or the validity,
          binding  effect or  enforceability  thereof  shall be contested by the
          Company or any Guarantor,  or the Company or any Guarantor  shall deny
          that  it  has  any  or  further  liability  or  obligation  under  any
          Collateral  Document or the Guaranty,  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  Banks  and the Agent  the  benefits  purported  to be
          created thereby; or

     (m)  if the  Agent  or the  Majority  Banks  shall  deem  themselves  to be
          insecure;

     (n)  if  there  shall  be any  change  for  any  reason  whatsoever  in the
          management of Company or any Subsidiary which in the judgment or Agent
          or  Majority  Banks is  reasonably  likely to have a Material  Adverse
          Effect or if there shall occur a Change of Control.

     9.2  Exercise  of  Remedies.  If an Event of Default  has  occurred  and is
continuing hereunder: (a) the Agent may, and shall, upon being directed to do so
by the Majority Banks,  declare the Commitments  terminated;  (b) the Agent may,
and shall,  upon being  directed  to do so by the  Majority  Banks,  declare the
entire unpaid principal Indebtedness,  including the Notes,  immediately due and
payable,  without  presentment,  notice  or  demand,  all of  which  are  hereby
expressly  waived by Company;  (c) upon the  occurrence  of any Event of Default
specified in Section 9.1(j) and  notwithstanding  the lack of any declaration by
Agent  under  preceding   clauses  (a)  or  (b),  the  entire  unpaid  principal
Indebtedness shall become automatically and immediately due and payable, and the
Commitments  shall be automatically  and immediately  terminated;  (d) the Agent
shall,  upon being  directed to do so by the Majority  Banks,  demand  immediate
delivery  of cash  collateral,  and  Company and each  Account  Party  agrees to
deliver  such cash  collateral  upon  demand,  in an amount equal to the maximum
amount that may be available to be drawn at any time prior to the stated  expiry
of all  outstanding  Letters of Credit;  and (e) the Agent  may,  and shall,  if
directed to do so by the Majority Banks or the Banks, as applicable  (subject to
the terms hereof),  exercise any remedy  permitted by this Agreement,  the other
Loan Documents or law.

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

     9.4  Waiver  by  Company  of  Certain  Laws.  To the  extent  permitted  by
applicable law, the Company hereby agrees to waive,  and does hereby  absolutely
and irrevocably waive and relinquish the benefit and advantage of any valuation,
stay,  appraisement,  extension  or  redemption  laws now  existing or which may
hereafter exist, which, but for this provision,  might be applicable to any sale
made under the judgment, order or decree of any court, on any claim for interest
on the Notes,  or any security  interest or mortgage  contemplated by or granted
under or in connection with this Agreement.  These waivers have been voluntarily
given, with full knowledge of the consequences thereof.

     9.5 Waiver of  Defaults.  No Event of Default  shall be waived by the Banks
except in a writing signed by an officer of the Agent in accordance with Section
13.10  hereof.  No single or partial  exercise of any right,  power or privilege
hereunder,  nor any  delay in the  exercise  thereof,  shall  preclude  other or
further  exercise of their rights by Agent or the Banks.  No waiver of any Event
of Default shall extend to any other or further Event of Default. No forbearance
on the part of the Agent or the Banks in  enforcing  any of their  rights  shall
constitute a waiver of any of their rights.  Company  expressly agrees that this
Section may be waived or modified only in accordance  with Section 13.10 and may
not be waived  or  modified  by the  Banks or Agent by  course  of  performance,
estoppel or otherwise.

     9.6 Set Off. Upon the occurrence and during the continuance of any Event of
Default,  each Bank may at any time and from time to time, without notice to the
Company but subject to the  provisions  of Section 10.3 hereof (any  requirement
for such notice being expressly waived by the Company), setoff and apply against
any and all of the  obligations  of the Company now or hereafter  existing under
this  Agreement,  whether owing to such Bank,  any Affiliate of such Bank or any
other Bank or the Agent,  any and all  deposits  (general  or  special,  time or
demand,  provisional  or final) at any time held and other  indebtedness  at any
time owing by such Bank to or for the credit or the  account of Company  and any
property of Company from time to time in possession  of such Bank,  irrespective
of whether or not such deposits held or  indebtedness  owing by such Bank may be
contingent and unmatured and  regardless of whether any Collateral  then held by
Agent or any Bank is adequate to cover the Indebtedness.  Promptly following any
such setoff,  such Bank shall give written notice to Agent and to Company of the
occurrence thereof.  The Company hereby grants to the Banks and the Agent a lien
on and  security  interest in all such  deposits,  indebtedness  and property as
collateral security for the payment and performance of all of the obligations of
the Company under this Agreement. The rights of each Bank under this Section 9.6
are in addition to the other rights and remedies (including, without limitation,
other rights of setoff) which such Bank may have.

     10. PAYMENTS, RECOVERIES AND COLLECTIONS

     10.1 Payment Procedure.

     (a)  Except as otherwise  provided  herein,  all payments by the Company in
          respect of principal  of, or interest on, any Advance in Dollars under
          the  Revolving   Credit,  or  in  respect  of  any  Letter  of  Credit
          Obligations  under the Revolving  Credit or Fees  hereunder  which are
          payable in Dollars shall be made without setoff or counterclaim on the
          date  specified for payment  under this  Agreement not later than 1:00
          p.m.  (Detroit  time) in Dollars  in  immediately  available  funds to
          Agent, for the ratable account of the Banks, at Agent's office located
          at One Detroit Center, Detroit,  Michigan 48226-3289.  Upon receipt of
          each such  payment,  the  Agent  shall  make  prompt  payment  to each
          applicable Bank, or, in respect of Eurocurrency-based  Advances,  such
          Bank's Eurocurrency  Lending Office, in like funds and currencies,  of
          all amounts received by it for the account of such Bank.

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

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

     (d)  All payments to be made by Company under this  Agreement or any of the
          Notes  (including  without  limitation  payments under the Swing Line)
          shall be made  without  setoff or  counterclaim,  as  aforesaid,  and,
          subject  to full  compliance  by each  Bank  (and  each  assignee  and
          participant  pursuant to Section  13.8) with  Section  13.12,  without
          deduction  for or on account of any present or future  withholding  or
          other taxes of any nature imposed by any governmental  authority or of
          any political subdivision thereof or any federation or organization of
          which  such  governmental  authority  may at the time of  payment be a
          member  (other than any net income,  net  profits or  franchise  taxes
          imposed  on the Agent or any Bank as a result  of a present  or former
          connection  between  the  Agent  or such  Bank  and  the  governmental
          authority, political subdivision,  federation or organization imposing
          such  taxes),  unless  Company  is  compelled  by law to make  payment
          subject to such tax. In such event, Company shall:

          (i)  pay to the Agent for Agent's own account and/or,  as the case may
               be, for the account of the Banks (and, in the case of Advances of
               the Swing  Line,  pay to the Swing  Line Bank which  funded  such
               Advances) such  additional  amounts as may be necessary to ensure
               that the Agent  and/or  such Bank or Banks  receive a net  amount
               equal to the full  amount  which would have been  receivable  had
               payment not been made subject to such tax; and

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

As used herein, the terms "tax", "taxes" and "taxation" include all taxes (other
than taxes on or measured by the overall income of a Person),  levies,  imposts,
duties,  charges,  fees,  deductions and  withholdings  and any  restrictions or
conditions  resulting in a charge  together with interest (and any taxes payable
upon the amounts paid or payable pursuant to this Section 10.1) thereon,  or the
payment  or  delivery  of funds into or out of any  jurisdiction  other than the
United States (whether assessed against any of the Company,  Agent or any of the
Banks).  Company shall be reimbursed by the applicable Bank for any payment made
by Company under this Section 10.1 if the  applicable  Bank is not in compliance
with its obligations under Section 13.12.

     10.2 Application of Proceeds of Collateral. Notwithstanding anything to the
contrary  in this  Agreement,  after an Event of  Default  and the  exercise  of
remedies  pursuant to Article 9 of this  Agreement or the other Loan  Documents,
the proceeds of any Collateral, together with any offsets, voluntary payments by
Company or any  Subsidiary  of the Company or others and any other sums received
or collected in respect of the  Indebtedness,  shall be applied,  first,  to the
Indebtedness  under the Revolving  Credit  (including  the Swing Line),  and any
Reimbursement  Obligations  on a pro rata  basis (or in such order and manner as
determined  by  the  Majority  Banks;   subject,   however,  to  the  applicable
Percentages  of the  loans  held by  each  of the  Banks),  next,  to any  other
Indebtedness on a pro rata basis,  and then, if there is any excess,  to Company
and the  Subsidiaries,  as the case may be. Subject to the terms of this Section
10.2,  the  application  of such  proceeds and other sums to the Advances of the
Revolving  Credit,  the  Reimbursement  Obligations  and under any Bank  Hedging
Agreements  shall be based on each Bank's  Percentage  of the  aggregate  of the
loans.

     10.3  Pro-rata  Recovery.  If any Bank shall  obtain  any  payment or other
recovery (whether voluntary, involuntary, by application of setoff or otherwise)
on account of principal of, or interest on, any of the Indebtedness in excess of
its pro rata share of  payments  then or  thereafter  obtained by all Banks upon
principal of and interest on all Indebtedness, such Bank shall purchase from the
other Banks such  participations  in the Revolving  Credit and/or  Reimbursement
Obligation  held by them as shall be necessary to cause such  purchasing Bank to
share the excess payment or other recovery ratably with the Percentage with each
of them in accordance  with the applicable  Percentages of the Banks;  provided,
however,  that if all or any portion of the excess  payment or other recovery is
thereafter  recovered  from  such  purchasing  holder,  the  purchase  shall  be
rescinded and the purchase price  restored to the extent of such  recovery,  but
without interest.

     10.4 Margin Adjustments.  Adjustments to the Applicable  Margins,  based on
Schedule 1.1, shall be implemented on a quarterly basis as follows:

     (a)  Such adjustments shall be given prospective effect only,  effective as
          to all Advances  outstanding  hereunder,  upon the date of delivery of
          the financial  statements  under Sections 7.1(a) and 7.1(b)  hereunder
          and the Covenant  Compliance  Report under Section 7.2(a)  hereof,  in
          each case establishing applicability of the appropriate adjustment, in
          each case with no retroactivity or claw-back. In the event the Company
          fails  timely to deliver  such  financial  statements  or the Covenant
          Compliance  Report and such failure  continues  for three (3) Business
          Days,  then (but  without  affecting  the Event of  Default  resulting
          therefrom)  from the date delivery of such  financial  statements  and
          report was required  until such  financial  statements  and report are
          delivered, the margins and fee percentages shall be at the next higher
          level (if any) on the Pricing  Matrix  attached to this  Agreement  as
          Schedule 1.1.

     (b)  From the  Effective  Date until the required  date of delivery (or, if
          earlier,  delivery)  under Section  7.1(b) of the Company's  financial
          statements  for the fiscal  quarter ending March 31, 2004, the margins
          shall be those  set forth  under  the  Level 3 column  of the  Pricing
          Matrix  attached to this  Agreement as Schedule 1.1.  Thereafter,  all
          margins  and  fee  percentages  shall  be  based  upon  the  Company's
          quarterly  financial   statements  and  Covenant  Compliance  Reports,
          subject to recalculation as provided in Subsection 10.4(a) above.

     11. CHANGES IN LAW OR CIRCUMSTANCES; INCREASED COSTS

     11.1 Reimbursement of Prepayment Costs. If the Company makes any payment of
principal with respect to any Eurocurrency-based  Advance or Quoted Rate Advance
on any day other than the last day of the  Interest  Period  applicable  thereto
(whether voluntarily, by acceleration, or otherwise), or if the Company converts
or refunds (or  attempts to convert or refund) any such Advance on any day other
than the last day of the Interest Period applicable  thereto;  or if the Company
fails to borrow, refund or convert into any Eurocurrency-based Advance or Quoted
Rate Advance  after notice has been given by the Company to Agent in  accordance
with the terms hereof  requesting such Advance,  or if the Company fails to make
any payment of principal or interest in respect of a Eurocurrency-based  Advance
or Quoted Rate Advance when due, the Company  shall  reimburse  Agent for itself
and/or on behalf of any Bank,  as the case may be, within ten (10) Business Days
of written demand therefor for any resulting  loss, cost or expense  incurred by
Agent and  Banks,  as the case may be as a result  thereof,  including,  without
limitation,  any such loss, cost or expense incurred in obtaining,  liquidating,
employing or redeploying  deposits from third parties,  whether or not Agent and
Banks,  as the case may be, shall have funded or committed to fund such Advance.
Such amount  payable by the Company to Agent for itself  and/or on behalf of any
Bank,  as the  case may be,  shall be  deemed  to equal an  amount  equal to the
excess,  if any, of (a) the amount of interest  which would have  accrued on the
amount so prepaid,  or not so borrowed,  refunded or  converted,  for the period
from the  date of such  prepayment  or of such  failure  to  borrow,  refund  or
convert, through the last day of the relevant Interest Period, at the applicable
rate of interest for said Advance(s) provided under this Agreement, over (b) the
amount of interest (as reasonably determined by Agent and Banks, as the case may
be) which  would have  accrued  to Agent and Banks,  as the case may be, on such
amount by placing  such amount on deposit for a  comparable  period with leading
banks in the interbank  eurocurrency market.  Calculation of any amounts payable
to any Bank under this  paragraph  shall be made as though  such Bank shall have
actually  funded or committed to fund the relevant  Advance through the purchase
of an  underlying  deposit in an amount  equal to the amount of such Advance and
having a maturity comparable to the relevant Interest Period; provided, however,
that any Bank may fund any Eurocurrency-based Advance or Quoted Rate Advance, as
the case may be, in any manner it deems fit and the foregoing  assumptions shall
be utilized  only for the purpose of the  calculation  of amounts  payable under
this  paragraph.  Upon the  written  request of  Company,  Agent and Banks shall
deliver to Company a certificate  setting forth the basis for  determining  such
losses,  costs and expenses,  which certificate  shall be conclusively  presumed
correct, absent manifest error.

     11.2   Eurocurrency   Lending   Office.   For  any  Advance  to  which  the
Eurocurrency-based Rate is applicable, if Agent or a Bank, as applicable,  shall
designate a  Eurocurrency  Lending  Office which  maintains  books separate from
those of the rest of Agent or such Bank, Agent or such Bank, as the case may be,
shall have the option of  maintaining  and carrying the relevant  Advance on the
books of such Eurocurrency Lending Office.

     11.3 Circumstances Affecting Eurocurrency-based Rate Availability.  If with
respect to any Interest Period,  Agent or the Majority Banks (after consultation
with  Agent)  shall  determine  in good faith 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 Agent or
such Banks for such  Interest  Period,  then Agent shall  forthwith  give notice
thereof to the Company.  Thereafter,  until Agent notifies the Company that such
circumstances   no  longer   exist,   (i)  the   obligation  of  Banks  to  make
Eurocurrency-based  Advances, and the right of the Company to convert an Advance
to or refund an Advance  as a  Eurocurrency-based  Advance,  as the case may be,
shall be suspended, and (ii) effective upon the last day of each Interest Period
related to any  existing  Eurocurrency-based  Advance,  such  Eurocurrency-based
Advance shall  automatically  be converted into a Prime-based  Advance  (without
regard to  satisfaction  of any  conditions  to conversion  contained  elsewhere
herein).

     11.4 Laws Affecting Eurocurrency-based Advance Availability.  If, after the
date of this Agreement,  the  introduction  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 any of  the  Banks  (or  any  of  their  respective
Eurocurrency  Lending  Offices)  with any request or  directive  (whether or not
having  the  force of law) of any such  authority,  shall  make it  unlawful  or
impossible for any of the Banks (or any of their respective Eurocurrency Lending
Offices) to honor its obligations hereunder to make or maintain any Advance with
interest at the  Eurocurrency-based  Rate, such Bank shall forthwith give notice
thereof to the  Company and to Agent.  Thereafter,  (a) the  obligations  of the
applicable  Banks  to make  Eurocurrency-based  Advances  and the  right  of the
Company to convert an Advance into or refund an Advance as a  Eurocurrency-based
Advance shall be suspended and  thereafter  the Company may select as Applicable
Interest  Rates only those which remain  available and which are permitted to be
selected  hereunder,  and (b) if any of the Banks may not  lawfully  continue to
maintain an Advance to the end of the then current  Interest  Period  applicable
thereto  as  a   Eurocurrency-based   Advance,   the  applicable  Advance  shall
immediately be converted to a Prime-based Advance and the Prime-based Rate shall
be applicable thereto for the remainder of such Interest Period. For purposes of
this  Section,   a  change  in  law,   rule,   regulation,   interpretation   or
administration  shall  include,  without  limitation,  any change  made or which
becomes  effective on the basis of a law, rule,  regulation,  interpretation  or
administration presently in force, the effective date of which change is delayed
by the terms of such law, rule, regulation, interpretation or administration.

     11.5 Increased Cost of  Eurocurrency-based  Advances. If the adoption after
the date of this  Agreement  of, or any change after the date of this  Agreement
in, any  applicable  law,  rule or  regulation  of or in the  interpretation  or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration  thereof, or compliance
by Agent or any of the Banks (or any of their  respective  Eurocurrency  Lending
Offices) 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  any  of  the  Banks  (or  any  of  their   respective
          Eurocurrency  Lending  Offices) to any tax,  duty or other charge with
          respect  to any  Advance  or shall  change  the basis of  taxation  of
          payments to any of the Banks (or any of their respective  Eurocurrency
          Lending Offices) of the principal of or interest on any Advance 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 any of the
          Banks or any of their respective Eurocurrency Lending Offices); 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, any of the Banks (or any of their respective Eurocurrency
          Lending  Offices) or shall impose on any of the Banks (or any of their
          respective  Eurocurrency  Lending Offices) or the foreign exchange and
          interbank markets any other condition affecting any Advance;

and the result of any of the  foregoing  is to increase  the costs to any of the
Banks  of   maintaining   any   part  of  the   Indebtedness   hereunder   as  a
Eurocurrency-based  Advance  or to  reduce  the  amount of any sum  received  or
receivable  by  any  of  the  Banks  under  this   Agreement  in  respect  of  a
Eurocurrency-based  Advance,  with respect to Advances to the Company, then such
Bank shall promptly notify Agent,  and Agent (or such Bank, as aforesaid)  shall
promptly  notify the  Company of such fact and demand  compensation  therefor in
writing and,  within fifteen (15) days after such notice,  the Company agrees to
pay to such Bank such additional  amount or amounts as will compensate such Bank
or Banks for such  increased cost or reduction.  Agent will promptly  notify the
Company of any event of which it has  knowledge  which will entitle the Banks to
compensation  pursuant to this Section, or which will cause the Company to incur
additional liability under Article 11 hereof, provided that Agent shall incur no
liability whatsoever to the Banks or the Company in the event it fails to do so.
A certificate of Agent (or such Bank, if applicable) setting forth in reasonable
detail the basis for determining such additional  amount or amounts necessary to
compensate  such Bank or Banks shall  accompany such written demand and shall be
prepared in good faith and conclusively presumed to be correct save for manifest
error.

     11.6 Capital  Adequacy and Other  Increased  Costs. In the event that after
the Effective Date the adoption of or any change in any applicable law,  treaty,
rule or regulation  (whether domestic or foreign) now or hereafter in effect and
whether or not presently  applicable to any Bank or Agent, or any interpretation
or  administration  thereof  by any  governmental  authority  charged  with  the
interpretation  or  administration  thereof,  or compliance by any Bank or Agent
with any guideline,  request or directive of any such authority  (whether or not
having the force of law),  including any risk based capital guidelines,  affects
or would affect the amount of capital  required to be maintained by such Bank or
Agent (or any  corporation  controlling  such  Bank or  Agent)  and such Bank or
Agent,  as the case  may be,  determines  that the  amount  of such  capital  is
increased by or based upon the  existence of such Bank's or Agent's  obligations
or Advances  hereunder  and such increase has the effect of reducing the rate of
return on such Bank's or Agent's (or such controlling  corporation's) capital as
a consequence of such  obligations  or Advances  hereunder to a level below that
which such Bank or Agent (or such controlling  corporation)  could have achieved
but for such circumstances  (taking into consideration its policies with respect
to capital  adequacy)  by an amount  deemed by such Bank or Agent to be material
(collectively,  "Increased  Costs"),  then Agent or such Bank  shall  notify the
Company in writing,  and thereafter the Company shall pay to such Bank or Agent,
as the case may be,  within  fifteen (15) days of written  demand  therefor from
such Bank or Agent,  additional  amounts  sufficient to compensate  such Bank or
Agent  (or such  controlling  corporation)  for any  increase  in the  amount of
capital  and  reduced  rate  of  return  which  such  Bank or  Agent  reasonably
determines  to  be  allocable  to  the  existence  of  such  Bank's  or  Agent's
obligations or Advances hereunder.  A statement setting forth the amount of such
compensation,  the methodology  for the calculation and the calculation  thereof
which shall also be prepared in good faith and in reasonable detail by such Bank
or Agent, as the case may be, shall be submitted by such Bank or by Agent to the
Company, reasonably promptly after becoming aware of any event described in this
Section 11.6 and shall be conclusive, absent manifest error in computation.

     11.7  Substitution  of  Banks.  If (a) the  obligation  of any Bank to make
Eurocurrency-based  Advances has been suspended pursuant to Section 11.3 or 11.4
or (b) any Bank has demanded  compensation  under Section 3.4(c),  11.1, 11.5 or
11.6, (in each case, an "Affected Bank"),  then the Company shall have the right
(subject to Section 13.8 hereof),  with the  assistance of the Agent,  to seek a
substitute Bank or Banks (which may be one or more of the Banks (the "Purchasing
Bank" or "Purchasing  Banks") to purchase the Advances of the Revolving  Credit,
and/or  Swing  Line,  as the case may be and assume the  commitments  (including
without  limitation  its  participations  in Swing Line  Advances and Letters of
Credit) under this  Agreement of such Affected  Bank. The Affected Bank shall be
obligated to sell its Advances of the Revolving Credit and/or Swing Line, as the
case may be, and assign its  commitments to such  Purchasing  Bank or Purchasing
Banks within fifteen days after receiving notice from Company requiring it to do
so, at an aggregate  price equal to the  outstanding  principal  amount thereof,
plus unpaid  interest  accrued thereon up to but excluding the date of the sale.
In connection with any such sale, and as a condition thereof,  Company shall pay
to the Affected Bank all fees accrued for its account hereunder to but excluding
the date of such  sale,  plus,  if  demanded  by the  Affected  Bank  within ten
Business Days after such sale, (i) the amount of any compensation which would be
due to the  Affected  Bank under  Section  11.1 if the  Company  had prepaid the
outstanding Eurocurrency-based Advances of the Affected Bank on the date of such
sale and (ii) any additional compensation accrued for its account under Sections
3.4(c) and 11.5 to but excluding said date.  Upon such sale, the Purchasing Bank
or  Purchasing  Banks  shall  assume the  Affected  Bank's  commitment,  and the
Affected   Bank  shall  be  released  from  its   obligations   hereunder  to  a
corresponding  extent.  If any Purchasing  Bank is not already one of the Banks,
the Affected Bank, as assignor,  such Purchasing Bank, as assignee,  Company and
the Agent,  shall enter into an  Assignment  Agreement  pursuant to Section 13.8
hereof,  whereupon such Purchasing Bank shall be a Bank party to this Agreement,
shall be deemed to be an  assignee  hereunder  and shall have all the rights and
obligations  of a Bank with a Percentage  equal to its ratable share of the then
applicable  Revolving  Credit  Aggregate  Commitment.  In  connection  with  any
assignment  pursuant to this Section 11.7,  the Company or the  Purchasing  Bank
shall pay to the Agent the  administrative  fee for processing  such  assignment
referred to in Section 13.8.

     11.8 Right of Banks to Fund  through  Branches  and  Affiliates.  Each Bank
(including without limitation the Swing Line Bank) may, if it so elects, fulfill
its commitment as to any Advance  hereunder by designating a branch or Affiliate
of such Bank to make such  Advance;  provided  that (a) such Bank  shall  remain
solely responsible for the performances of its obligations  hereunder and (b) no
such designation shall result in any material increased costs to the Company.

     12. AGENT

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

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

     12.3  Scope  of  Agent's  Duties.   The  Agent  shall  have  no  duties  or
responsibilities  except those  expressly  set forth  herein,  and shall not, by
reason of this Agreement or otherwise,  have a fiduciary  relationship  with any
Bank (and no  implied  covenants  or other  obligations  shall be read into this
Agreement  against the Agent).  None of Agent,  its  Affiliates nor any of their
respective directors,  officers, employees or agents shall be liable to any Bank
for any action  taken or omitted to be taken by it or them under this  Agreement
or any document executed pursuant hereto, or in connection herewith or therewith
with the  consent or at the request of the  Majority  Banks (or all of the Banks
for those acts  requiring  consent of all of the Banks) (except for its or their
own wilful misconduct or gross  negligence),  nor be responsible for or have any
duties to ascertain,  inquire into or verify (a) any recitals or warranties made
by the Company,  or any  Subsidiary or Affiliate of the Company,  or any officer
thereof  contained  herein or therein,  (b) the  effectiveness,  enforceability,
validity or due execution of this  Agreement or any document  executed  pursuant
hereto or any  security  thereunder,  (c) the  performance  by  Company of their
respective  obligations hereunder or thereunder,  or (d) the satisfaction of any
condition  hereunder or thereunder,  including without  limitation the making of
any Advance or the  issuance of any Letter of Credit.  Agent and its  Affiliates
shall be  entitled  to rely  upon any  certificate,  notice,  document  or other
communication (including any cable, telegraph,  telex, facsimile transmission or
oral  communication)  believed  by it to be genuine and correct and to have been
sent or given by or on behalf of a proper  person.  Agent may treat the payee of
any Note as the holder  thereof.  Agent may employ  agents and may consult  with
legal  counsel  (who  may  be  counsel  for  the  Company),  independent  public
accountants  and  other  experts  selected  by it and shall not be liable to the
Banks  (except  as to money or  property  received  by them or their  authorized
agents),  for the negligence or misconduct of any such agent selected by it with
reasonable  care or for any  action  taken or  omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

     12.4 Successor Agent. Agent may resign as such at any time upon at least 30
days prior notice to Company and all Banks. If Agent at any time shall resign or
if the office of Agent shall become vacant for any other reason,  Majority Banks
shall, by written  instrument,  appoint successor agent(s)  satisfactory to such
Majority Banks,  and, so long as no Default or Event of Default has occurred and
is continuing, to Company. Such successor agent shall thereupon become the Agent
hereunder, as applicable,  and shall be entitled to receive from the prior Agent
such documents of transfer and assignment as such successor Agent may reasonably
request. Any such successor Agent shall be a commercial bank organized under the
laws of the United States or any state thereof and shall have a combined capital
and surplus of at least $500,000,000. If a successor is not so appointed or does
not accept such appointment  before the resigning  Agent's  resignation  becomes
effective,  the resigning  Agent may appoint a temporary  successor to act until
such  appointment by the Majority Banks and, if applicable,  the Company is made
and accepted or if no such temporary successor is appointed as provided above by
the resigning  Agent,  the Majority  Banks shall  thereafter  perform all of the
duties of the resigning Agent  hereunder until such  appointment by the Majority
Banks and, if applicable, the Company is made and accepted. Such successor Agent
shall succeed to all of the rights and  obligations of the resigning Agent as if
originally named. The resigning Agent shall duly assign, transfer and deliver to
such  successor  Agent  all  moneys  at the  time  held by the  resigning  Agent
hereunder after deducting  therefrom its expenses for which it is entitled to be
reimbursed.  Upon such  succession of any such  successor  Agent,  the resigning
Agent shall be discharged  from its duties and  obligations,  in its capacity as
Agent,  hereunder,  except for its gross negligence or wilful misconduct arising
prior to its resignation hereunder,  and the provisions of this Article 12 shall
continue  in effect  for the  benefit of the  resigning  Agent in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

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

     12.6 Authority of Agent to Enforce This  Agreement.  Each Bank,  subject to
the terms and conditions of this Agreement, authorizes the Agent with full power
and authority as  attorney-in-fact  to institute and maintain actions,  suits or
proceedings for the collection and enforcement of any  Indebtedness  outstanding
under this  Agreement or any other Loan Document and to file such proofs of debt
or other  documents as may be necessary to have the claims of the Banks  allowed
in any  proceeding  relative to Company,  or any of its  Subsidiaries,  or their
respective creditors or affecting their respective properties,  and to take such
other  actions  which Agent  considers  to be  necessary  or  desirable  for the
protection, collection and enforcement of the Notes, this Agreement or the other
Loan Documents.

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

     12.8 Knowledge of Default.  It is expressly  understood and agreed that the
Agent shall be entitled to assume that no Event of Default has  occurred  and is
continuing, unless the officers of the Agent immediately responsible for matters
concerning this Agreement shall have been notified in a writing  specifying such
Event of Default and stating that such notice is a "notice of default" by a Bank
or by Company.  Upon  receiving such a notice,  the Agent shall promptly  notify
each Bank of such Event of  Default  and  provide  each Bank with a copy of such
notice and,  shall endeavor to provide such notice to the Banks within three (3)
Business Days (but without any liability  whatsoever in the event of its failure
to do so).  Agent shall also  furnish the Banks,  promptly  upon  receipt,  with
copies of all other  notices or other  information  required  to be  provided by
Company hereunder.

     12.9 Agent's Authorization;  Action by Banks. Except as otherwise expressly
provided  herein,  whenever the Agent is authorized  and empowered  hereunder on
behalf of the Banks to give any approval or consent,  or to make any request, or
to take any other action on behalf of the Banks  (including  without  limitation
the  exercise  of any  right  or  remedy  hereunder  or  under  the  other  Loan
Documents),  the Agent shall be required to give such approval or consent, or to
make such request or to take such other action only when so requested in writing
by the Majority Banks or the Banks, as applicable hereunder.  Action that may be
taken by Majority Banks or all of the Banks, as the case may be (as provided for
hereunder)  may be taken (i) pursuant to a vote at a meeting  (which may be held
by  telephone  conference  call) as to which  all of the Banks  have been  given
reasonable  advance  notice,  or (ii)  pursuant  to the  written  consent of the
requisite  percentages of the Banks as required hereunder,  provided that all of
the Banks are given reasonable advance notice of the requests for such consent.

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

     12.11 Collateral Matters.

     (a)  The  Agent is  authorized  on  behalf of all the  Banks,  without  the
          necessity  of any notice to or further  consent  from the Banks,  from
          time to time to take any action with respect to any  Collateral or the
          Collateral  Documents which may be necessary to perfect and maintain a
          perfected  security interest in and Liens upon the Collateral  granted
          pursuant to the Loan Documents.

     (b)  The Banks  irrevocably  authorize the Agent,  at its option and in its
          discretion,  to release any Lien  granted to or held by the Agent upon
          any Collateral (i) upon  termination of the Revolving Credit Aggregate
          Commitment and payment in full of all Indebtedness  payable under this
          Agreement  and  under  any  other  Loan  Document;  (ii)  constituting
          property sold or to be sold or disposed of as part of or in connection
          with any disposition expressly permitted hereunder; (iii) constituting
          property  in which a Loan Party owned no interest at the time the Lien
          was granted or at any time thereafter; or (iv) if approved, authorized
          or ratified in writing by the Majority Banks, or all the Banks, as the
          case may be, as provided in Section  13.10.  Upon request by the Agent
          at any time,  the Banks will confirm in writing the Agent's  authority
          to release  particular  types or items of Collateral  pursuant to this
          Section 12.11(b).

     12.12 Agent in its Individual Capacities.  Comerica Bank and its Affiliates
and its successors and assigns,  shall have the same rights and powers hereunder
as any other Bank and may exercise or refrain from exercising the same as though
such  Bank  were not the  Agent.  Comerica  Bank and its  Affiliates  and  their
respective successors and assigns may (without having to account therefor to any
Bank) accept deposits from,  lend money to, and generally  engage in any kind of
banking,  trust,  financial  advisory  or other  business  with  Company (or its
Subsidiaries) as if such Bank were not acting as Agent hereunder, and may accept
fees and other consideration  therefor without having to account for the same to
the Banks.

     12.13  Co-Agent.  The Bank identified on the facing page or signature pages
of this  Agreement  as  Co-Agent  (if any)  shall  not have  any  right,  power,
obligation,  liability,  responsibility  or duty under this Agreement other than
those applicable to all Banks as such. Without limiting the foregoing,  the Bank
so  identified  as  Co-Agent  shall not have or be deemed to have any  fiduciary
relationship with any Bank. Each Bank  acknowledges that it has not relied,  and
will not  rely,  on the Bank so  identified  in  deciding  to  enter  into  this
Agreement or in taking or not taking action hereunder.

     12.14 Agent's Fees.  Until the  Indebtedness has been repaid and discharged
in full and no commitment to fund any loan hereunder is outstanding, the Company
shall pay to the Agent, as applicable,  an agency fee(s) set forth (or to be set
forth  from time to time) in the  applicable  Fee  Letter on the terms set forth
therein.  The  Agent's  Fees  described  in  this  Section  12.14  shall  not be
refundable under any circumstances.

     13. MISCELLANEOUS

     13.1 Accounting Principles.  (a) Where the character or amount of any asset
or  liability or item of income or expense is required to be  determined  or any
consolidation  or other  accounting  computation  is required to be made for the
purposes of this Agreement, it shall be done, unless otherwise specified herein,
in accordance with GAAP.  Furthermore,  all financial  statements required to be
delivered  hereunder,  subject to  year-end  audit  adjustments  thereto and the
omission of footnote  disclosure in the case of unaudited  statements,  shall be
prepared in accordance with GAAP.

     (a)  In calculating the financial covenants,  they shall be determined on a
          pro forma basis for each period  during which a Permitted  Acquisition
          shall have occurred, giving effect to such Permitted Acquisition as if
          it had occurred on the first day of the relevant period.

     13.2 Consent to Jurisdiction.  Company,  Agent and Banks 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,  Agent and Banks hereby irrevocably agree that all claims in respect of
such action or proceeding  may be heard and determined in any such United States
Federal  Court or  Michigan  state  court.  Company  irrevocably  consent 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  13.6.  Nothing in this  Section  shall affect the right of the
Banks and the Agent to serve  process in any other  manner  permitted  by law or
limit  the  right of the  Banks or the  Agent (or any of them) to bring any such
action or proceeding  against  Company or any  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.

     13.3 Law of Michigan. This Agreement and the Notes shall be governed by and
construed  and  enforced  in  accordance  with the laws of the State of Michigan
(without  regard to its conflict of laws  provisions).  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.

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

     13.5 Closing Costs and Other Costs; Indemnification.  (a) Company agrees to
pay, or reimburse  the Agent for payment of, within five Business Days of demand
therefor (except for closing costs which shall be payable on the Effective Date)
(i) all reasonable closing costs and expenses,  including, by way of description
and not limitation, house and outside attorney fees (without duplication of fees
and expenses for the same services) and advances, appraisal and accounting fees,
and lien  search  fees  incurred  by Agent in  connection  with the  commitment,
consummation and closing of the loans contemplated  hereby or in connection with
the   administration  of  this  Agreement  or  any  amendment,   refinancing  or
restructuring of the credit arrangements provided under this Agreement, (ii) all
stamp and other taxes (excluding income,  franchise and other similar taxes) and
fees  payable or  determined  to be payable in  connection  with the  execution,
delivery,  filing,  recording  or  amendment  of this  Agreement  and  the  Loan
Documents and the consummation of the transactions  contemplated hereby, and any
and all  liabilities  with respect to or  resulting  from any delay in paying or
omitting to pay such taxes or fees, and (iii) all reasonable  costs and expenses
of the Agent or any of the Banks  (including  reasonable  fees and  expenses  of
outside  counsel  (but  without  duplication  of fees and  expenses for the same
services) in connection with any action or proceeding relating to a court order,
injunction  or other  process or decree  restraining  or seeking to restrain the
Agent or any of the Banks from paying any amount  under any Letter of Credit and
any and all  reasonable  costs and expenses which any of them may incur relative
to any  payment  under any Letter of  Credit.  At  Agent's  option,  all of said
amounts required to be paid by Company,  if not paid when due, may be charged by
Agent as a Prime-based Advance against the Indebtedness.

     (b)  Company  agrees  to  indemnify  and hold  Agent  and each of the Banks
          harmless from all loss, cost, damage, liability or expenses, including
          reasonable house and outside  attorneys' fees and  disbursements  (but
          without  duplication  of fees and  expenses  for the  same  services),
          incurred by Agent and the Banks 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
          13.5(b).

     (c)  Company  agrees to defend,  indemnify and hold harmless Agent and each
          of the Banks, and their  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 Agent or any Bank in connection with
          the violation of Hazardous  Material Laws,  court costs and litigation
          expenses,  excluding however,  those arising solely as a result of the
          gross  negligence or willful  misconduct of the Agent or 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  Hazardous  Material
          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  Materials  in  violation  of  or  non-compliance  with
          applicable  Hazardous  Material  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 Hazardous  Material Laws and/or (vi) if any Event
          of Default  exists and remains  uncured,  any  violation  of Hazardous
          Material Laws. The  obligations of Company under this Section  13.5(c)
          shall be in addition to any and all other  obligations and liabilities
          the  Company  may have to Agent or any of the Banks at  common  law or
          pursuant to any other agreement.

     13.6 Notices. Except as expressly provided otherwise in this Agreement, all
notices  and other  communications  provided  to any  party  hereto  under  this
Agreement or any other Loan  Document  shall be in writing and shall be given by
personal  delivery,  by mail,  by reputable  overnight  courier,  by telex or by
facsimile  and addressed or delivered to it at its address set forth on Schedule
13.6 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
13.6. Any notice,  if personally  delivered or if mailed and properly  addressed
with postage prepaid and sent by registered or certified  mail,  shall be deemed
given when  received  or when  delivery is  refused;  any notice,  if given to a
reputable  overnight courier and properly  addressed,  shall be deemed given 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 (answer back confirmed in the
case of telexes and receipt  confirmed  in the case of  telecopies).  Agent may,
but, except as specifically  provided herein, shall not be required to, take any
action on the basis of any notice given to it by telephone, but the giver of any
such  notice  shall  promptly  confirm  such  notice in  writing  or by telex or
facsimile,  and such notice will not be deemed to have been received  until such
confirmation  is deemed  received  in  accordance  with the  provisions  of this
Section set forth  above.  If such  telephonic  notice  conflicts  with any such
confirmation, the terms of such telephonic notice shall control.

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

     13.8 Successors and Assigns; Participations; Assignments.

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

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

     (c)  The  Company and Agent  acknowledge  that each of the Banks may at any
          time and from  time to  time,  subject  to the  terms  and  conditions
          hereof,  assign or grant  participations  in such  Bank's  rights  and
          obligations  hereunder  (on a pro rata basis only) and under the other
          Loan Documents to any commercial bank,  savings and loan  association,
          insurance  company,  pension  fund,  mutual fund,  commercial  finance
          company  or  other   similar   institution,   the  identity  of  which
          institution is approved by Company and Agent,  such approval not to be
          unreasonably  withheld or  delayed;  provided,  however,  that (i) the
          approval of Company  shall not be  required  upon the  occurrence  and
          during the  continuance  of an Event of Default,  (ii) the approval of
          Company and Agent shall not be required  for any such sale,  transfer,
          assignment or participation to the Affiliate of an assigning Bank, any
          other Bank or any Federal  Reserve Bank and (iii) no assignment  shall
          be made or participation granted to an entity which is a competitor of
          Company and their  Subsidiaries  without  the consent of the  Company,
          which consent may be withheld in the sole  discretion of Company.  The
          Company  authorizes each Bank to disclose to any prospective  assignee
          or  participant,  once  approved  by Company  and  Agent,  any and all
          financial information in such Bank's possession concerning the Company
          which has been  delivered  to such Bank  pursuant  to this  Agreement;
          provided  that  each  such  prospective  participant  shall  execute a
          confidentiality  agreement  consistent with the terms of Section 13.11
          hereof.

     (d)  Each  assignment  by a Bank of all or any  portion  of its  rights and
          obligations  hereunder  and  under  the other  Loan  Documents,  which
          assignments shall be on a pro rata basis, shall be made pursuant to an
          Assignment  Agreement  substantially  (as  determined by Agent) in the
          form  attached  hereto  as  Exhibit  I  (with  appropriate  insertions
          acceptable to Agent) (provided however that such Bank need not deliver
          an Assignment  Agreement in connection with assignments to such Bank's
          Affiliates  or to a Federal  Reserve Bank) and shall be subject to the
          terms and conditions hereof, and to the following restrictions:

          (i)  each assignment shall be in a minimum amount of the lesser of (x)
               Five Million  Dollars  ($5,000,000)  or such lesser amount as the
               Agent  shall  agree  and  (y)  the  entire  remaining  amount  of
               assigning Bank's aggregate  interest in the Revolving Credit (and
               participations  in any outstanding  Letters of Credit);  provided
               however that, after giving effect to such assignment, in no event
               shall the entire  remaining  amount (if any) of assigning  Bank's
               aggregate interest in the Revolving Credit (and participations in
               any outstanding Letters of Credit) be less than $5,000,000; and

          (ii) no assignment  shall be effective  unless Agent has received from
               the assignee (or from the assigning  Bank) an  assignment  fee of
               $3,500  for  each  such   assignment   and  such   assignment  is
               accompanied  by the relevant  tax forms  required  under  Section
               13.12 hereof.

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

               Within five (5)  Business  Days  following  Company's  receipt of
               notice  from the Agent that  Agent has  accepted  and  executed a
               notice of assignment and the duly executed  Assignment  Agreement
               and assuming the Company has  consented  to such  assignment  (if
               their  consent  is  required),   Company  shall,  to  the  extent
               applicable,  and if requested by the assignee  Bank,  execute and
               deliver to the Agent in exchange for any  surrendered  Note,  new
               Note(s)  payable to the order of the  assignee in an amount equal
               to  the  amount  assigned  to  it  pursuant  to  such  notice  of
               assignment  (and Assignment  Agreement),  and with respect to the
               portion of the  Indebtedness  retained by the assigning  Bank, to
               the extent  applicable,  new Note(s)  payable to the order of the
               assigning Bank in an amount equal to the amount  retained by such
               Bank hereunder.  Agent, the Banks and the Company acknowledge and
               agree that any such new  Note(s)  shall be given in  renewal  and
               replacement  of the  surrendered  Notes and  shall not  effect or
               constitute a novation or discharge of the Indebtedness  evidenced
               by any  surrendered  Note,  and each such new Note may  contain a
               provision  confirming  such  agreement.  In  addition,   promptly
               following  receipt  of  such  Notes,   Agent  shall  prepare  and
               distribute  to Company and the  assigning  Bank and the  assignee
               Bank a revised  Schedule 1.2 to this Agreement  setting forth the
               applicable new  Percentages of the Banks  (including the assignee
               Bank), taking into account such assignment.

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

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

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

          (iii)such Bank  shall  retain  the sole  right and  responsibility  to
               enforce the obligations of the Company  relating to the Notes and
               the other Loan  Documents,  including,  without  limitation,  the
               right to proceed against any Guarantors,  or cause Agent to do so
               (subject to the terms and  conditions  hereof),  and the right to
               approve any amendment, modification or waiver of any provision of
               this Agreement without the consent of the participant (other than
               a  participant  which is an Affiliate  of such Bank),  except for
               those  matters  covered by Section  13.10(a)  through (e) and (h)
               hereof (provided that a participant may exercise  approval rights
               over such matters only on an indirect basis,  acting through such
               Bank, and Company, Agent and the other Banks may continue to deal
               directly with such Bank in connection with such Bank's rights and
               duties hereunder). Notwithstanding the foregoing, however, in the
               case of any  participation  granted  by any Bank  hereunder,  the
               participant shall not have any rights under this Agreement or any
               of the other Loan  Documents  (the  participant's  rights against
               such Bank in respect of such  participation to be those set forth
               in  the  agreement   executed  by  such  Bank  in  favor  of  the
               participant  relating  thereto)  and all  amounts  payable by the
               Company  hereunder  shall be  determined  as if such Bank had not
               sold such participation, provided, however, that such participant
               shall be entitled to the  benefits of this  Section  13.8(e) with
               respect to rights of setoff under  Section 9.6 and the benefit of
               Section  11  hereof,  and  provided  further,  however,  that  no
               participant  shall be  entitled  to receive  any  greater  amount
               pursuant to such  Sections  than the issuing Bank would have been
               entitled to receive in respect of the amount of the participation
               transferred by such issuing Bank to such  participant had no such
               transfer occurred.

     (f)  The  Agent  shall  maintain  at its  principal  office  a copy of each
          Assignment  Agreement  delivered to it and a register (the "Register")
          for the  recordation  of the names and  addresses  of the  Banks,  the
          Percentages  of such  Banks and the  principal  amount of each type of
          Advance owing to each such Bank from time to time.  The entries in the
          Register shall be conclusive evidence,  absent manifest error, and the
          Company,  the Agent, and the Banks may treat each Person whose name is
          recorded in the Register as the owner of the Advances recorded therein
          for all purposes of this  Agreement.  The Register  shall be available
          for  inspection by the any of the Company or any Bank upon  reasonable
          notice to the Agent and a copy of such  information  shall be provided
          to any such party on their prior written request. The Agent shall give
          prompt written notice to the Company of the making of any entry in the
          Register or any change in such entry.

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

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

     13.10 Amendment and Waiver. No amendment or waiver of any provision of this
Agreement or any other Loan Document, nor consent to any departure by Company or
any Guarantor  therefrom,  shall in any event be effective unless the same shall
be in writing and signed by the  Majority  Banks (or by the Agent at the written
request of the Majority Banks) or, if this Agreement  expressly so requires with
respect to the subject matter  thereof,  by all Banks (and,  with respect to any
amendments  to this  Agreement  or the other Loan  Documents,  by Company or the
Guarantors which are signatories thereto), and then such waiver or consent shall
be  effective  only in the specific  instance  and for the specific  purpose for
which given; provided,  however, (X) that no amendment,  waiver or consent shall
increase the Percentage or the stated commitment  amounts applicable to any Bank
unless  approved,  in writing,  by the affected  Bank and (Y) that no amendment,
waiver or consent shall,  unless in writing and signed by all the Banks,  do any
of the following:  (a) reduce the principal of, or interest on, any  outstanding
Indebtedness  or any Fees or other amounts payable  hereunder,  (b) postpone any
date fixed for any  payment of  principal  of, or interest  on, any  outstanding
Indebtedness or any Fees or other amounts payable hereunder, (c) waive any Event
of Default specified in Section 9.1(a) hereof, (d) except as expressly permitted
hereunder or under the  Collateral  Documents,  release or defer the granting or
perfecting  of a lien or security  interest in all or  substantially  all or any
material  part of the  Collateral  (other  than the  release or  deferral of any
leasehold mortgage which shall be approved by the Majority Banks) or release any
guaranty or similar  undertaking  provided by any Person,  provided however that
Agent shall be entitled to release any Collateral or guaranty in connection with
any sale or other transfer by Company or any Subsidiary which is permitted under
the terms of this Agreement or the other Loan Documents without notice to or any
further  action or consent of the Banks,  (e)  terminate or modify any indemnity
provided to the Banks  hereunder  or under the other Loan  Documents,  except as
shall be  otherwise  expressly  provided  in this  Agreement  or any other  Loan
Document,  (f) take any action  which  requires  the  approval or consent of all
Banks pursuant to the terms of this Agreement or any other Loan Document, or (h)
change the definitions of "Borrowing  Base",  "Percentage",  "Majority Banks" or
this Section 13.10.  Notwithstanding the foregoing, (A) no amendment,  waiver or
consent  shall,  unless in writing  signed by the Swing Line Bank, do any of the
following:  (x) reduce the  principal of, or interest on, the Swing Line Note or
(y) postpone any date fixed for any payment of principal of, or interest on, the
Swing Line Note; (B) no amendment,  waiver, or consent shall,  unless in writing
and signed by the Issuing Bank,  affect the rights or duties of the Issuing Bank
under Article 3 hereof and (C) no amendment, waiver, or consent shall, unless in
writing and signed by the Agent in addition to all the Banks,  affect the rights
or duties of the Agent  under this  Agreement  or any other Loan  Document.  All
references in this Agreement to "Banks" or "the Banks" shall refer to all Banks,
unless expressly stated to refer to Majority Banks (or the like).

     13.11  Confidentiality.  Each Bank agrees that it will not disclose without
the prior consent of Company  (other than to its  employees,  its  Subsidiaries,
another  Bank,  an  Affiliate  of a Bank  or to its  auditors  or  counsel)  any
information  with  respect  to  Company,  which is  furnished  pursuant  to this
Agreement  or any of the  other  Loan  Documents;  provided  that  any  Bank may
disclose  any such  information  (a) as has become  generally  available  to the
public or has been lawfully  obtained by such Bank from any third party under no
duty of confidentiality to Company, (b) as may be required or appropriate in any
report,  statement or testimony submitted to, or in respect to any inquiry,  by,
any  municipal,  state or federal  regulatory  body  having or  claiming to have
jurisdiction  over such Bank,  including  the Board of  Governors of the Federal
Reserve  System of the  United  States,  the  Office of the  Comptroller  of the
Currency or the Federal Deposit Insurance  Corporation or similar  organizations
(whether in the United States or elsewhere) or their  successors,  (c) as may be
required or  appropriate  in respect to any summons or subpoena or in connection
with any litigation,  (d) in order to comply with any law, order,  regulation or
ruling applicable to such Bank, and (e) to any permitted  transferee or assignee
or to any approved  participant of, or with respect to, the Notes, as aforesaid;
provided that each such Person executed a confidentiality  agreement  consistent
with the terms of this Section 13.11.

     13.12  Withholding  Taxes. If any Bank is not a united states person within
the meaning of Section  7701(a)(30) of the Internal Revenue Code such Bank shall
promptly (but in any event prior to the initial  payment of interest  hereunder)
deliver to the Agent two executed  copies of (i) Internal  Revenue  Service Form
W-8BEN or any successor  form  specifying  the applicable tax treaty between the
United States and the  jurisdiction  of such Bank's  domicile which provides for
the exemption from withholding on interest  payments to such Bank, (ii) Internal
Revenue  Service Form W-8ECI or any successor form evidencing that the income to
be received by such Bank hereunder is effectively  connected with the conduct of
a trade or business in the United States or (iii) other evidence satisfactory to
the Agent that such Bank is exempt from  United  States  income tax  withholding
with  respect to such  income;  provided,  however,  that such Bank shall not be
required to deliver to Agent the aforesaid  forms or other evidence with respect
to Advances to the Company, if such Bank has assigned its entire interest in the
Revolving   Credit   (including   any   outstanding   Advances   thereunder  and
participations  in Letters of Credit issued  hereunder),  the Swing Line and any
Notes issued to it by the Company,  to an Affiliate which is incorporated  under
the laws of the United  States or a state  thereof,  and so notifies  the Agent.
Such Bank shall  amend or  supplement  any such form or  evidence as required to
insure that it is accurate,  complete and non-misleading at all times.  Promptly
upon notice from the Agent of any  determination by the Internal Revenue Service
that any payments  previously made to such Bank hereunder were subject to United
States income tax  withholding  when made,  such Bank shall pay to the Agent the
excess of the aggregate  amount  required to be withheld from such payments over
the aggregate amount actually  withheld by the Agent. In addition,  from time to
time upon the  reasonable  request and at the sole expense of the Company,  each
Bank  and the  Agent  shall  (to the  extent  it is  able  to do so  based  upon
applicable facts and circumstances),  complete and provide the Company with such
forms,  certificates or other documents as may be reasonably  necessary to allow
the Company,  as  applicable,  to make any payment  under this  Agreement or the
other Loan Documents  without any  withholding  for or on the account of any tax
under  Section  10.1(d)  hereof (or with such  withholding  at a reduced  rate),
provided that the execution  and delivery of such forms,  certificates  or other
documents does not adversely affect or otherwise restrict the right and benefits
(including without limitation  economic benefits)  available to such of the Bank
or the Agent,  as the case may be, under this Agreement or any of the other Loan
Documents,  or under or in connection with any  transactions  not related to the
transactions contemplated hereby.

     13.13  Taxes and Fees.  Should any tax (other  than as a result of a Bank's
failure  to comply  with  Section  13.12 or a tax based  upon the net  income or
capitalization  of any  Bank or the  Agent by any  jurisdiction  where a Bank or
Agent is or has been located), recording or filing fee become payable in respect
of  this  Agreement  or  any of  the  other  Loan  Documents  or any  amendment,
modification  or  supplement  hereof or thereof,  the Company  agrees to pay the
same, together with any interest or penalties thereon arising from the Company's
act or  omission,  and  agrees to hold the Agent  and the  Banks  harmless  with
respect  thereto.  Notwithstanding  the  foregoing,  nothing  contained  in this
Section  13.13 shall  affect or reduce the rights of any Bank or the Agent under
Section 11.5 hereof.

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

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

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

     13.17  Table of  Contents  and  Headings.  The  table of  contents  and the
headings of the various  subdivisions  hereof are for  convenience  of reference
only and shall in no way modify or affect any of the terms or provisions hereof.

     13.18  Construction  of  Certain  Provisions.  If  any  provision  of  this
Agreement or any of the Loan  Documents  refers to any action to be taken by any
Person, or which such Person is prohibited from taking,  such provision shall be
applicable  whether such action is taken  directly or indirectly by such Person,
whether or not expressly specified in such provision.

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

     13.20 Reliance on and Survival of Various Provisions. All terms, covenants,
agreements, representations and warranties of Company or any party to any of the
Loan  Documents  made  herein  or in  any  of  the  Loan  Documents  or  in  any
certificate,  report,  financial  statement or other document furnished by or on
behalf of Company or any Subsidiary in connection  with this Agreement or any of
the Loan  Documents  shall be  deemed  to have been  relied  upon by the  Banks,
notwithstanding any investigation heretofore or hereafter made by any Bank or on
such Bank's behalf,  and those  covenants and agreements of Company set forth in
Section  13.5  hereof  (together  with any other  indemnities  of Company or any
Subsidiary  contained  elsewhere  in this  Agreement or in any of the other Loan
Documents)  and of Banks set forth in Section  12.7  hereof  shall  survive  the
repayment  in full of the  Indebtedness  and the  termination  of the  Revolving
Credit Aggregate Commitment.

     13.21 Merger.  Upon the effective date of the Merger, all references in the
Loan Documents to Wheel to Wheel  Acquisition  Company,  LLC and Wheel to Wheel,
Inc.  shall  mean  Wheel  to  Wheel,  LLC  (formerly  known  as  Wheel  to Wheel
Acquisition  Company,  LLC)  survivor  of the  Merger  and all  existing  credit
facilities  by Comerica  in favor of  Tecstar,  LLC,  Wheel to Wheel,  Inc.  and
Company shall terminate.

                                      * * *

                     [Signatures Follow On Succeeding Page]



<PAGE>



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



COMERICA BANK,                          STARCRAFT CORPORATION
as Agent

By: /s/ Michael H. Cliff                By: /s/ Michael H. Schoeffler
   -------------------------------         -------------------------------------
      Michael H. Cliff                        Michael H. Schoeffler
Its:  Vice President                    Its:  President


SWING LINE BANK:                        COMERICA BANK


                                        By: /s/ Michael H. Cliff
                                           -------------------------------------
                                              Michael H. Cliff
                                        Its:  Vice President



ISSUING BANK:                           COMERICA BANK


                                        By: /s/ Michael H. Cliff
                                           -------------------------------------
                                              Michael H. Cliff
                                        Its:  Vice President


BANKS:                                  COMERICA BANK


                                        By: /s/ Michael H. Cliff
                                           -------------------------------------
                                              Michael H. Cliff
                                        Its:  Vice President