<PAGE>

                                                                 CONFORMED COPY

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

                                CREDIT AGREEMENT

                                   dated as of

                               November 28, 2000,

                   As Amended and Restated as of June 20, 2002

                                      among

                             METALDYNE CORPORATION,

                             METALDYNE COMPANY LLC,

                 The Foreign Subsidiary Borrowers Party Hereto,

                            The Lenders Party Hereto,


                              JPMORGAN CHASE BANK,
                  as Administrative Agent and Collateral Agent


                           CREDIT SUISSE FIRST BOSTON,
                              as Syndication Agent


                                 COMERICA BANK,
                             as Documentation Agent


                           FIRST UNION NATIONAL BANK,
                             as Documentation Agent


                               NATIONAL CITY BANK,
                             as Documentation Agent

                                       and

                                  BANK ONE, NA,
                             as Documentation Agent

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

                          J.P. MORGAN SECURITIES INC.,

                                       and

                           CREDIT SUISSE FIRST BOSTON

                                       as

                   Joint Bookrunners and Joint Lead Arrangers
===============================================================================


<PAGE>





                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   Definitions
                                   -----------

         SECTION 1.01.  Defined Terms ......................................   2
         SECTION 1.02.  Classification of Loans and Borrowings .............  52
         SECTION 1.03.  Terms Generally ....................................  52
         SECTION 1.04.  Accounting Terms; GAAP .............................  53
         SECTION 1.05.  Exchange Rate ......................................  53
         SECTION 1.06.  Redenomination of Certain Foreign Currencies .......  54

                                   ARTICLE II

                                   The Credits
                                   -----------

         SECTION 2.01.  Commitments ........................................  55
         SECTION 2.02.  Loans and Borrowings ...............................  55
         SECTION 2.03.  Requests for Borrowings ............................  56
         SECTION 2.04.  Swingline Loans ....................................  57
         SECTION 2.05.  Letters of Credit ..................................  59
         SECTION 2.06.  Funding of Borrowings ..............................  66
         SECTION 2.07.  Interest Elections .................................  67
         SECTION 2.08.  Termination and Reduction of Commitments ...........  69
         SECTION 2.09.  Repayment of Loans; Evidence of Debt ...............  70
         SECTION 2.10.  Amortization of Term Loans .........................  71
         SECTION 2.11.  Prepayment of Loans ................................  73
         SECTION 2.12.  Fees ...............................................  75
         SECTION 2.13.  Interest ...........................................  77
         SECTION 2.14.  Alternate Rate of Interest .........................  78
         SECTION 2.15.  Increased Costs ....................................  79
         SECTION 2.16.  Break Funding Payments .............................  80
         SECTION 2.17.  Taxes ..............................................  81
         SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing
                           of Set-offs .....................................  83
         SECTION 2.19.  Mitigation Obligations; Replacement of Lenders .....  86
         SECTION 2.20.  Additional Reserve Costs ...........................  87
         SECTION 2.21.  Designation of Foreign Subsidiary Borrowers ........  88
         SECTION 2.22.  Foreign Subsidiary Borrower Costs ..................  88

<PAGE>

                                                                             2

                                   ARTICLE III

                         Representations and Warranties
                         ------------------------------

         SECTION 3.01.  Organization; Powers ...............................  89
         SECTION 3.02.  Authorization; Enforceability ......................  89
         SECTION 3.03.  Governmental Approvals; No Conflicts ...............  90
         SECTION 3.04.  Financial Condition; No Material Adverse Change ....  90
         SECTION 3.05.  Properties .........................................  91
         SECTION 3.06.  Litigation and Environmental Matters ...............  91
         SECTION 3.07.  Compliance with Laws and Agreements ................  92
         SECTION 3.08.  Investment and Holding Company Status ..............  92
         SECTION 3.09.  Taxes ..............................................  92
         SECTION 3.10.  ERISA ..............................................  93
         SECTION 3.11.  Disclosure .........................................  93
         SECTION 3.12.  Subsidiaries .......................................  94
         SECTION 3.13.  Insurance ..........................................  94
         SECTION 3.14.  Labor Matters ......................................  94
         SECTION 3.15.  Solvency ...........................................  94
         SECTION 3.16.  Senior Indebtedness ................................  95
         SECTION 3.17.  Security Documents .................................  95
         SECTION 3.18.  Federal Reserve Regulations ........................  96


                                   ARTICLE IV

                                   Conditions
                                   ----------

         SECTION 4.01.  Effective Date .....................................  97
         SECTION 4.02.  Each Credit Event ..................................  99
         SECTION 4.03.  Credit Events Relating to Foreign
                           Subsidiary Borrowers ............................  99


                                    ARTICLE V

                              Affirmative Covenants
                              ---------------------

         SECTION 5.01.  Financial Statements and Other Information ......... 100
         SECTION 5.02.  Notices of Material Events ......................... 103
         SECTION 5.03.  Information Regarding Collateral ................... 103
         SECTION 5.05.  Payment of Obligations ............................. 105
         SECTION 5.06.  Maintenance of Properties .......................... 105
         SECTION 5.07.  Insurance .......................................... 105
         SECTION 5.08.  Casualty and Condemnation .......................... 106
         SECTION 5.09.  Books and Records; Inspection and Audit Rights ..... 106
         SECTION 5.10.  Compliance with Laws ............................... 106
         SECTION 5.11.  Use of Proceeds and Letters of Credit .............. 107



<PAGE>

                                                                             3


         SECTION 5.12.  Additional Subsidiaries ............................ 107
         SECTION 5.13.  Further Assurances ................................. 107
         SECTION 5.14.  [Intentionally Omitted] ............................ 108
         SECTION 5.15.  Available Funds; Additional Equity ................. 108


                                   ARTICLE VI

                               Negative Covenants
                               ------------------

         SECTION 6.01.  Indebtedness; Certain Equity Securities ............ 109
         SECTION 6.02.  Liens .............................................. 112
         SECTION 6.03.  Fundamental Changes ................................ 113
         SECTION 6.04.  Investments, Loans, Advances, Guarantees and
                            Acquisitions ................................... 115
         SECTION 6.05.  Asset Sales ........................................ 117
         SECTION 6.06.  Sale and Leaseback Transactions .................... 119
         SECTION 6.07.  Hedging Agreements ................................. 119
         SECTION 6.08.  Restricted Payments; Certain Payments of
                            Indebtedness ................................... 120
         SECTION 6.09.  Transactions with Affiliates ....................... 122
         SECTION 6.10.  Restrictive Agreements ............................. 124
         SECTION 6.11.  Amendment of Material Documents .................... 124
         SECTION 6.12.  Convertible Debentures ............................. 125
         SECTION 6.13.  Interest Expense Coverage Ratio .................... 125
         SECTION 6.14.  Leverage Ratio ..................................... 125
         SECTION 6.15.  Capital Expenditures ............................... 126
         SECTION 6.16.  Consolidated Lease Expense ......................... 126


                                   ARTICLE VII

                                Events of Default
                                -----------------


                                  ARTICLE VIII

                            The Administrative Agent
                            ------------------------

                                   ARTICLE IX

                        Collection Allocation Mechanism
                        -------------------------------

         SECTION 9.01.  Implementation of CAM .............................. 133
         SECTION 9.02.  Letters of Credit .................................. 134

<PAGE>

                                                                            4


                                    ARTICLE X

                                  Miscellaneous

         SECTION 10.01.  Notices ........................................... 136
         SECTION 10.02.  Waivers; Amendment ................................ 138
         SECTION 10.03.  Expenses; Indemnity; Damage Waiver ................ 140
         SECTION 10.04.  Successors and Assigns ............................ 142
         SECTION 10.05.  Survival .......................................... 146
         SECTION 10.06.  Counterparts; Integration; Effectiveness .......... 146
         SECTION 10.07.  Severability ...................................... 147
         SECTION 10.08.  Right of Setoff ................................... 147
         SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service
                            of Process ..................................... 147
         SECTION 10.10.  WAIVER OF JURY TRIAL .............................. 148
         SECTION 10.11.  Headings .......................................... 148
         SECTION 10.12.  Confidentiality ................................... 148
         SECTION 10.13.  Interest Rate Limitation .......................... 150
         SECTION 10.14.  Judgment Currency ................................. 150
         SECTION 10.15.  Effectiveness of the Amendment and Restatement;
                             Original Credit Agreement ..................... 151


         SCHEDULES:
         ---------

         Schedule 1.01(a)  -- Existing Letters of Credit
         Schedule 2.01     -- Commitments
         Schedule 3.12     -- Subsidiaries
         Schedule 3.17(d)  -- Mortgage Filing Offices

         EXHIBITS:
         --------

         Exhibit A     --      Form of Assignment and Acceptance
         Exhibit B     --      Form of Debenture Account
         Exhibit C     --      Form of Foreign Subsidiary Borrowing
                                    Agreement
         Exhibit D     --      Form of Guarantee Agreement
         Exhibit E     --      Form of Indemnity, Subrogation and
                                  Contribution Agreement
         Exhibit F     --      Form of Mortgage
         Exhibit G     --      Form of Pledge Agreement
         Exhibit H     --      Form of Security Agreement
         Exhibit I     --      Mandatory Costs Rate

<PAGE>



                                            CREDIT AGREEMENT dated as of
                                    November 28, 2000, as amended and restated
                                    as of June 20, 2002, among METALDYNE
                                    CORPORATION, METALDYNE COMPANY LLC, the
                                    FOREIGN SUBSIDIARY BORROWERS party hereto,
                                    the LENDERS party hereto, JPMORGAN CHASE
                                    BANK, as Administrative Agent and Collateral
                                    Agent, FIRST UNION NATIONAL BANK, as
                                    Documentation Agent, CREDIT SUISSE FIRST
                                    BOSTON, as Syndication Agent, COMERICA BANK,
                                    as Documentation Agent, NATIONAL CITY BANK,
                                    as Documentation Agent and BANK ONE, NA, as
                                    Documentation Agent.

                           The Parent Borrower (such term and each other
         capitalized term used but not defined in this preamble having the
         meaning assigned to such term in Article I), intends to, among other
         things, refinance certain of its obligations under the Credit Agreement
         dated as of November 28, 2000, as amended by Amendment No. 1 dated as
         of December 21, 2001, as further amended by Amendment No. 2 dated as of
         June 6, 2002 (the "Original Credit Agreement"), among Holdings, the
         Parent Borrower, the existing lenders thereunder and JPMorgan Chase
         Bank, as the administrative agent, with the proceeds of (a) the
         issuance of the Existing Subordinated Notes and (b) the Tranche D Term
         Loans. Such proceeds will be used for (i) the prepayment in full of the
         Tranche A Term Loans, the Tranche B Term Loans and the Incremental Term
         Loans (each as defined in the Original Credit Agreement, and
         collectively, the "Existing Term Loans"), (ii) the Receivables
         Contribution and (iii) the payment of certain fees and expenses
         relating thereto.

                           In connection therewith, the Parent Borrower desires
         to amend and restate the terms and provisions of the Original Credit
         Agreement in the form hereof in order to, among other things, provide
         for the modifications set forth above.

                           The Lenders are willing to amend and restate the
         Original Credit Agreement and are willing to extend credit to the
         Parent Borrower and the Foreign Subsidiary Borrowers, in each case upon
         the terms and subject to the conditions set forth herein. Accordingly,
         the parties hereto agree as follows:



<PAGE>

                                                                             2

                                    ARTICLE I

                                   Definitions
                                   -----------

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

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

                           "Acquired Assets" means (a) with respect to any
         fiscal year, the consolidated tangible assets acquired pursuant to a
         Permitted Acquisition during such fiscal year determined in accordance
         with GAAP (the "Specified Amount"), provided that if such Permitted
         Acquisition is not consummated during the first quarter of such fiscal
         year, Acquired Assets shall be determined for purposes of this clause
         (a) by multiplying the Specified Amount by (i) .75 if such Permitted
         Acquisition is consummated during the second quarter of such fiscal
         year, (ii) .50 if such Permitted Acquisition is consummated during the
         third quarter of such fiscal year and (iii) .25 if such Permitted
         Acquisition is consummated during the fourth quarter of such fiscal
         year and (b) with respect to any fiscal year thereafter, the Specified
         Amount.

                           "Acquisition Lease Financing" means any sale or
         transfer by the Parent Borrower or any Subsidiary of any Specified
         Acquired Property that is rented or leased by the Parent Borrower or
         such Subsidiary so long as (a) the proceeds from such transaction
         consist solely of cash, (b) such transaction is consummated within 90
         days after the completion of the applicable Permitted Acquisition and
         (c) the proceeds from such transaction are applied as contemplated by
         Section 2.11(e).

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

                           "Administrative Agent" means Chase, in its capacity
         as administrative agent for the Lenders hereunder. With respect to
         Foreign Currency Borrowings, the Admini strative Agent may be an
         Affiliate of Chase for purposes of administering such Borrowings, and
         all references herein to the term "Administrative Agent" shall be
         deemed to refer to





<PAGE>

                                                                             3




         the Administrative Agent in respect of the applicable Borrowing or to
         all Administrative Agents, as the context requires.

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

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

                           "Alternate Base Rate" means, for any day, a rate per
         annum equal to the greatest of (a) the Prime Rate in effect on such
         day, (b) the Base CD Rate in effect on such day plus 1% and (c) the
         Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any
         change in the Alternate Base Rate due to a change in the Prime Rate,
         the Base CD Rate or the Federal Funds Effective Rate shall be effective
         from and including the effective date of such change in the Prime Rate,
         the Base CD Rate or the Federal Funds Effective Rate, respectively.

                           "Applicable Percentage" means, with respect to any
         Revolving Lender, the percentage of the total Revolving Commitments
         represented by such Lender's Revolving Commitment. If the Revolving
         Commitments have terminated or expired, the Applicable Percentages
         shall be determined based upon the Revolving Commitments most recently
         in effect, giving effect to any assignments.

                           "Applicable Rate" means, for any day (a) with respect
         to any Tranche D Term Loan, (i) 1.75% per annum, in the case of an ABR
         Loan, or (ii) 2.75% per annum, in the case of a Eurocurrency Loan, and
         (b) with respect to any ABR Loan or Eurocurrency Loan that is a
         Revolving Loan, or with respect to the commitment fees payable
         hereunder, as the case may be, the applicable rate per annum set forth
         below under the caption "ABR Spread", "Eurocurrency Spread" or
         "Commitment Fee Rate", as the case may be, based upon the Leverage
         Ratio as of the most recent determination date:


         ======================================================================
                   Leverage Ratio:             ABR         Eurocurrency
                                              Spread          Spread
         ----------------------------------------------------------------------
                     Category 1
                     ----------
              Greater than 3.75 to 1.00        2.75%           3.75%
         ----------------------------------------------------------------------


<PAGE>

                                                                             4

         =======================================================================
                   Leverage Ratio:                  ABR          Eurocurrency
                                                   Spread           Spread
         -----------------------------------------------------------------------
                     Category 2
                     ----------
         Less than or equal to 3.75 to 1.00
            but greater than 3.50 to 1.00           2.00%           3.00%
         -----------------------------------------------------------------------
                     Category 3
                     ----------
         Less than or equal to 3.50 to 1.00
            but greater than 3.00 to 1.00           1.75%           2.75%
         -----------------------------------------------------------------------
                     Category 4
                     ----------
         Less than or equal to 3.00 to 1.00
                but greater than 2.50               1.50%           2.50%
         -----------------------------------------------------------------------
                     Category 5
                     ----------
         Less than or equal to 2.50 to 1.00
            but greater than 2.00 to 1.00           1.25%           2.25%
         -----------------------------------------------------------------------
                     Category 6
                     ----------
         Less than or equal to 2.00 to 1.00         1.00%           2.00%
         =======================================================================



         =======================================================================
                                     Commitment Fee Rates
         -----------------------------------------------------------------------
                   Leverage Ratio:                High Usage          Low Usage
                                                    Period             Period
         -----------------------------------------------------------------------
                     Category 1
                     ----------
              Greater than 3.50 to 1.00               .50%               .75%
         -----------------------------------------------------------------------
                     Category 2
                     ----------
         Less than or equal to 3.50 to 1.00
            but greater than 3.00 to 1.00             .50%               .75%
         -----------------------------------------------------------------------
                     Category 3
                     ----------
         Less than or equal to 3.00 to 1.00
                but greater than 2.50                 .50%               .75%
         -----------------------------------------------------------------------



<PAGE>
                                                                            5

         =======================================================================
                                   Commitment Fee Rates
         -----------------------------------------------------------------------
                  Leverage Ratio:                High Usage          Low Usage
                                                    Period             Period
         -----------------------------------------------------------------------
                     Category 4
                     ----------
         Less than or equal to 2.50 to 1.00
            but greater than 2.00 to 1.00             .375%              .625%
         -----------------------------------------------------------------------
                     Category 5
                     ----------
         Less than or equal to 2.00 to 1.00           .375%              .625%
         =======================================================================


                           For purposes of the foregoing, (i) the Leverage Ratio
         shall be determined as of the end of each fiscal quarter of the Parent
         Borrower's fiscal year based upon Holdings' consolidated financial
         statements delivered pursuant to Section 5.01(a) or (b) and (ii) each
         change in the Applicable Rate resulting from a change in the Leverage
         Ratio shall be effective during the period commencing on and including
         the date of delivery to the Administrative Agent of such consolidated
         financial statements indicating such change and ending on the date
         immediately preceding the effective date of the next such change;
         provided that the Leverage Ratio shall be deemed to be in Category 1
         (A) at any time that an Event of Default has occurred and is continuing
         or (B) if the Parent Borrower fails to deliver the consolidated
         financial statements required to be delivered by it pursuant to Section
         5.01(a) or (b), during the period from the expiration of the time for
         delivery thereof until such consolidated financial statements are
         delivered.

                           "Assessment Rate" means, for any day, the annual
         assessment rate in effect on such day that is payable by a member of
         the Bank Insurance Fund classified as "well-capitalized" and within
         supervisory subgroup "B" (or a comparable successor risk
         classification) within the meaning of 12 C.F.R. Part 327 (or any
         successor provision) to the Federal Deposit Insurance Corporation for
         insurance by such Corporation of time deposits made in dollars at the
         offices of such member in the United States; provided that if, as a
         result of any change in any law, rule or regulation, it is no longer
         possible to determine the Assessment Rate as aforesaid, then the
         Assessment Rate shall be such annual rate as shall be determined by the
         Administrative Agent to be representative of the cost of such insurance
         to the Lenders.


<PAGE>

                                                                              6

                           "Asset Dropdown" means (a) the contribution by
         Holdings to the Parent Borrower of all of its assets (other than
         Saturn, the Saturn Subsidiary, the Specified Assets and the Specified
         Cash and other assets approved by the Administrative Agent) and (b)
         immediately after completion of such contribution, the execution of the
         Supplemental Indenture by the parties thereto.

                           "Assignment and Acceptance" means an assignment and
         acceptance entered into by a Lender and an assignee (with the consent
         of any party whose consent is required by Section 10.04), and accepted
         by the Administrative Agent, in the form of Exhibit A or any other form
         approved by the Administrative Agent.

                           "Assumed Preferred Stock" means any preferred stock
         or preferred equity interests of any Person that becomes a Subsidiary
         after the date hereof; provided that (a) such preferred stock or
         preferred equity interests exists at the time such Person becomes a
         Subsidiary and is not created in contemplation of or in connection with
         such Person becoming a Subsidiary and (b) the aggregate liquidation
         value of all such outstanding preferred stock and preferred equity
         interests shall not exceed $25,000,000 at any time outstanding, less
         the aggregate principal amount of Indebtedness incurred pursuant to
         Section 6.01(a)(xiii).

                           "Available Funds" means collectively, at any time,
         (a) the amount of unused Revolving Commitments designated by the Parent
         Borrower at such time for availability to repurchase, redeem, repay or
         otherwise retire Convertible Debentures pursuant to Section 5.15(b) and
         (b) the amount of cash in the Debenture Account at such time.

                           "Available Funds Reserve Amount" means, at any time,
         an amount equal to the aggregate face amount of all Convertible
         Debentures outstanding at such time, provided that the Available Funds
         Reserve Amount shall in no event exceed $100,000,000.

                           "Base CD Rate" means the sum of (a) the Three-Month
         Secondary CD Rate multiplied by the Statutory Reserve Rate plus (b) the
         Assessment Rate.

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

                           "Borrowing" means (a) Loans of the same Class and
         Type, made, converted or continued on the same date and, in the case of
         Eurocurrency Loans, as to which a single Interest Period is in effect,
         or (b) a Swingline Loan.

<PAGE>

                                                                             7


                           "Borrowing Request" means a request by the Parent
         Borrower or a Foreign Subsidiary Borrower, as the case may be, for a
         Borrowing in accordance with Section 2.03.

                           "Business Day" means any day that is not a Saturday,
         Sunday or other day on which commercial banks in New York City are
         authorized or required by law to remain closed; provided that (a) when
         used in connection with any Eurocurrency Loan denominated in dollars or
         Sterling, the term "Business Day" shall also exclude any day on which
         banks are not open for dealings in dollar deposits in the London
         interbank market and (b) when used in connection with any Revolving
         Loan denominated in Euro, the term "Business Day" shall also exclude
         any day on which the TARGET payment system is not open for the
         settlement of payment in Euro.

                           "Calculation Date" means (a) each date on which a
         Revolving Borrowing is made and (b) the last Business Day of each
         calendar month.

                           "CAM" shall mean the mechanism for the allocation and
         exchange of interests in the Credit Facilities and collections
         thereunder established under Article IX.

                           "CAM Exchange" shall mean the exchange of the
         Lender's interests provided for in Section 9.01.

                           "CAM Exchange Date" shall mean the date on which (a)
         any event referred to in paragraph (h) or (i) of Article VII shall
         occur in respect of Holdings, the Parent Borrower or any Foreign
         Subsidiary Borrower or (b) an acceleration of the maturity of the Loans
         pursuant to Article VII shall occur.

                           "CAM Percentage" shall mean, as to each Lender, a
         fraction, expressed as a decimal, of which (a) the numerator shall be
         the aggregate Dollar Equivalent (determined on the basis of Exchange
         Rates prevailing on the CAM Exchange Date) of the Specified Obligations
         owed to such Lender and such Lender's participation in undrawn amounts
         of Letters of Credit immediately prior to the CAM Exchange Date and (b)
         the denominator shall be the aggregate Dollar Equivalent (as so
         determined) of the Specified Obligations owed to all the Lenders and
         the aggregate undrawn amount of outstanding Letters of Credit
         immediately prior to such CAM Exchange Date.

                           "Capital Expenditures" means, for any period, without
         duplication, (a) the additions to property, plant and equipment and
         other capital expenditures of Holdings, the Parent Borrower and its
         consolidated Subsidiaries



<PAGE>


                                                                            8


         (including the Receivables Subsidiary) that are (or would be) set forth
         in a consolidated statement of cash flows of Holdings for such period
         prepared in accordance with GAAP and (b) Capital Lease Obligations
         incurred by Holdings, the Parent Borrower and its consolidated
         Subsidiaries (including the Receivables Subsidiary) during such period.

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

                           "Change in Control" means (a) the acquisition of
         ownership, directly or indirectly, beneficially or of record, by any
         Person other than Holdings of any Equity Interest in the Parent
         Borrower; (b) prior to the date of an IPO, either (i) Heartland,
         together with its Affiliates and the HIP Co-Investors (together with
         such HIP Co-Investors' Permitted Transferees (as such terms are defined
         in the Shareholder Agreement as in effect on the date hereof)), shall
         cease to beneficially own, directly or indirectly, Equity Interests in
         Holdings representing at least a majority of the aggregate ordinary
         voting power represented by the issued and outstanding Equity Interests
         in Holdings, (ii) Heartland and its Affiliates shall cease to
         beneficially own, directly or indirectly, Equity Interests in Holdings
         representing at least 30% of each of the aggregate ordinary voting
         power represented by the issued and outstanding Equity Interests in
         Holdings or (iii) any Person or group (within the meaning of the
         Securities Exchange Act of 1934 and the rules of the Securities and
         Exchange Commission thereunder as in effect on the date hereof) other
         than Heartland and its Affiliates shall beneficially own at any time,
         directly or indirectly (without giving effect, for avoidance of doubt,
         to shares owned by Heartland and its Affiliates), a greater percentage
         of the aggregate ordinary voting power of Holdings than the aggregate
         ordinary voting power of Holdings that is beneficially owned at such
         time, directly or indirectly (without giving effect, for avoidance of
         doubt, to shares owned by such Person), by Heartland and its
         Affiliates; (c) on or after an IPO, the acquisition of beneficial
         ownership, directly or indirectly, by any Person or group (within the
         meaning of the Securities Exchange Act of 1934 and the rules of the
         Securities and Exchange Commission thereunder as in effect on the date
         hereof) other than





<PAGE>




                                                                              9



         Heartland and its Affiliates, of Equity Interests representing more
         than 25% of either the aggregate ordinary voting power represented by
         the issued and outstanding Equity Interests in Holdings and such Person
         or group beneficially owns at such time, directly or indirectly
         (without giving effect, for avoidance of doubt, to shares owned by
         Heartland and its Affiliates), a greater percentage of the aggregate
         ordinary voting power of Holdings than the aggregate ordinary voting
         power of Holdings that is beneficially owned at such time, directly or
         indirectly, (without giving effect, for avoidance of doubt, to shares
         owned by such Person), by Heartland and its Affiliates; (d) occupation
         of a majority of the seats on the board of directors of Holdings by
         Persons who were not nominated by Heartland and its Affiliates; or (e)
         the occurrence of any change in control (or similar event, however
         denominated) with respect to Holdings or the Parent Borrower under (i)
         any indenture or agreement in respect of Material Indebtedness to which
         Holdings, the Parent Borrower or any Subsidiary is a party,(ii) any
         instrument governing any preferred stock of Holdings, the Parent
         Borrower or any Subsidiary having a liquidation value or redemption
         value in excess of $15,000,000 or (iii) the Permitted Receivables
         Financing.

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

                           "Chase" means JPMorgan Chase Bank.

                           "Class", when used in reference to any Loan or
         Borrowing, refers to whether such Loan, or the Loans comprising such
         Borrowing, are Revolving Loans, Tranche D Term Loans or Swingline Loans
         and, when used in reference to any Commitment, refers to whether such
         Commitment is a Revolving Commitment or Tranche D Commitment.

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

                           "Collateral" means any and all "Collateral", as
         defined in any applicable Security Document.


<PAGE>
\
                                                                            10


                           "Collateral Agent" means Chase, in its capacity as
         collateral agent for the Lenders under the Security Documents. With
         respect to Foreign Currency Borrowings, the Collateral Agent may be an
         Affiliate of Chase, for purposes of administering the collateralization
         of such Borrowings, and all references herein to the term "Collateral
         Agent" shall be deemed to refer to the Collateral Agent in respect of
         the applicable Borrowing or to all Collateral Agents, as the context
         requires.

                           "Collateral and Guarantee Requirement" means the
         requirement that:

                           (a) the Collateral Agent shall have received from
                  each party thereto (other than the Collateral Agent) either
                  (i) a counterpart of (A) the Guarantee Agreement, (B) the
                  Indemnity, Subrogation and Contribution Agreement, (C) the
                  Pledge Agreement and (D) the Security Agreement, in each case
                  duly executed and delivered on behalf of such Loan Party or
                  (ii) in the case of any Person that becomes a Loan Party after
                  the Effective Date, a supplement to each of the Guarantee
                  Agreement, the Indemnity, Subrogation and Contribution
                  Agreement, the Pledge Agreement and the Security Agreement, in
                  each case in the form specified therein, duly executed and
                  delivered on behalf of such Loan Party;

                           (b) all outstanding Equity Interests of the Parent
                  Borrower and each Subsidiary (including the Receivables
                  Subsidiary) owned by or on behalf of any Loan Party shall have
                  been pledged pursuant to the Pledge Agreement (except that the
                  Loan Parties shall not be required to pledge more than 65% of
                  the outstanding voting Equity Interests of any Foreign
                  Subsidiary, it being understood that this exception shall not
                  limit the application of the Foreign Security Collateral and
                  Guarantee Requirement) and the Collateral Agent shall have
                  received certificates or other instruments representing all
                  such Equity Interests, together with stock powers or other
                  instruments of transfer with respect thereto endorsed in
                  blank;

                           (c) all Indebtedness of Holdings, the Parent Borrower
                  and each Subsidiary in an aggregate principal amount that
                  exceeds $500,000 that is owing to any Loan Party shall be
                  evidenced by a promissory note and shall have been pledged
                  pursuant to the Pledge Agreement and the Collateral Agent
                  shall have received all such promissory notes, together with
                  instruments of transfer with respect thereto endorsed in
                  blank;


<PAGE>
                                                                            11


                           (d) all documents and instruments, including Uniform
                  Commercial Code financing statements, required by law or
                  reasonably requested by the Collateral Agent to be filed,
                  registered or recorded to create the Liens intended to be
                  created by the Security Agreement and the Pledge Agreement and
                  perfect such Liens to the extent required by, and with the
                  priority required by, the Security Agreement and the Pledge
                  Agreement shall have been filed, registered or recorded or
                  delivered to the Collateral Agent for filing, registration or
                  recording;

                           (e) the Collateral Agent shall have received (i)
                  counterparts of a Mortgage with respect to each Mortgaged
                  Property duly executed and delivered by the record owner of
                  such Mortgaged Property, (ii) a policy or policies of title
                  insurance issued by a nationally recognized title insurance
                  company insuring the Lien of each such Mortgage as a valid
                  first Lien on the Mortgaged Property described therein, free
                  of any other Liens except as expressly permitted by Section
                  6.02, together with such endorsements, coinsurance and
                  reinsurance as the Administrative Agent or the Required
                  Lenders may reasonably request, and (iii) such surveys,
                  abstracts, appraisals, legal opinions and other documents as
                  the Administrative Agent or the Required Lenders may
                  reasonably request with respect to any such Mortgage or
                  Mortgaged Property; provided that with respect to any
                  Mortgaged Property as to which a Mortgage was recorded prior
                  to the Effective Date, the requirements of this paragraph
                  shall be limited to such supplements, amendments and
                  bring-downs as the Collateral Agent shall reasonably request;
                  and

                           (f) each Loan Party (other than the Foreign
                  Subsidiary Borrowers) shall have obtained all consents and
                  approvals required to be obtained by it in connection with the
                  execution and delivery of all Security Documents to which it
                  is a party, the performance of its obligations thereunder and
                  the granting by it of the Liens thereunder.

                           "Commitment" means a Revolving Commitment or Tranche
         D Commitment, or a combination thereof (as the context requires).

                           "Compac Event" means the damage to any property owned
         by Compac Corporation and its subsidiaries resulting from floods
         occurring in August, 2000.




<PAGE>

                                                                             12


                           "Consolidated Cash Interest Expense" means, for any
         period, the excess of (a) the sum, without duplication, of (i) the
         interest expense (including imputed interest expense in respect of
         Capital Lease Obligations) of Holdings, the Parent Borrower and the
         Subsidiaries (including the Receivables Subsidiary) for such period,
         determined on a consolidated basis in accordance with GAAP, (ii) any
         interest accrued during such period in respect of Indebtedness of
         Holdings, the Parent Borrower or any Subsidiary (including the
         Receivables Subsidiary) that is required to be capitalized rather than
         included in consolidated interest expense for such period in accordance
         with GAAP, plus (iii) any cash payments made during such period in
         respect of obligations referred to in clause (b)(iii) below that were
         amortized or accrued in a previous period, plus (iv)
         interest-equivalent costs associated with any Permitted Receivables
         Financing, whether accounted for as interest expense or loss on the
         sale of receivables minus (b) the sum of, without duplication, (i)
         interest income of Holdings, the Parent Borrower and the Subsidiaries
         (including the Receivables Subsidiary) for such period, determined on a
         consolidated basis in accordance with GAAP, (ii) to the extent included
         in such consolidated interest expense for such period, noncash amounts
         attributable to amortization of financing costs paid in a previous
         period, plus (iii) to the extent included in such consolidated interest
         expense for such period, noncash amounts attributable to amortization
         of debt discounts or accrued interest payable in kind for such period,
         plus (iv) to the extent included in such consolidated interest expense
         for such period, all financing fees incurred in connection with the
         Transactions. For purposes of calculating Consolidated Cash Interest
         Expense for each of the four-fiscal-quarter periods ending December 31,
         2000, March 31, 2001 and June 30, 2001, Consolidated Cash Interest
         Expense for such four-fiscal-quarter period shall equal Consolidated
         Cash Interest Expense for the period commencing October 1, 2000 and
         ending on (a) December 31, 2000, multiplied by 4, (b) March 31, 2001,
         multiplied by 2 and (c) June 30, 2001, multiplied by 4/3.
         Notwithstanding the foregoing, the defined term "Consolidated Cash
         Interest Expense" shall not include any interest expense in respect of
         $205,000,000 aggregate principal amount of Convertible Debentures
         during the 90-day period following the consumation of the TriMas
         Transaction.

                           "Consolidated EBITDA" means, for any period,
         Consolidated Net Income for such period plus (a) without duplication
         and to the extent deducted in determining such Consolidated Net Income,
         the sum of (i) consolidated interest expense for such period, (ii)
         consolidated income





<PAGE>

                                                                             13


         tax expense for such period (including all single business tax expenses
         imposed by state law), (iii) all amounts attributable to depreciation
         and amortization for such period, (iv) any extraordinary noncash
         charges for such period, (v) all management fees and other fees paid
         during such period to Heartland and/or its Affiliates pursuant to the
         Heartland Management Agreement to the extent permitted by Section 6.09,
         (vi) all payments made during and expenses recorded in such period in
         respect of the Restricted Stock Obligation and all items expensed at
         the Recapitalization Date in respect of Restricted Stock Awards, (vii)
         any losses incurred during such period in connection with the sale of
         receivables pursuant to the Permitted Receivables Financing, (viii) all
         extraordinary losses during such period, (ix) noncash expenses during
         such period resulting from the grant of Equity Interests to management
         and employees of Holdings, the Parent Borrower or any of the
         Subsidiaries, (x) the aggregate amount of deferred financing expenses
         for such period, (xi) all other noncash expenses or losses of Holdings,
         the Parent Borrower or any of the Subsidiaries for such period
         (excluding any such charge that constitutes an accrual of or a reserve
         for cash charges for any future period), (xii) any nonrecurring fees,
         expenses or charges realized by Holdings, the Parent Borrower or any of
         the Subsidiaries for such period related to any offering of Equity
         Interests or incurrence of Indebtedness, (xiii) with respect to any
         four-fiscal-quarter period ending prior to or on December 31, 2001,
         operating expense and other expense reductions and other synergistic
         benefits relating to the Recapitalization Transactions, not to exceed
         the applicable Excluded Amount for such period, (xiv) Excluded
         Severance Charges for such period, (xv) fees and expenses in connection
         with the Transactions and fees and expenses of Holdings, the Parent
         Borrower and its Subsidiaries (excluding TriMas and the subsidiaries of
         TriMas) in connection with the TriMas Transaction, (xvi) any
         nonrecurring costs and expenses arising from the integration of any
         business acquired pursuant to any Permitted Acquisition and (xvii)
         solely for purposes of determining compliance with Section 6.14, fees
         paid pursuant to Section 18 of Amendment No. 1 to the Original Credit
         Agreement; provided that the aggregate amount of costs and expenses
         that may be included in Consolidated EBITDA pursuant to this clause
         (xvi) during the term of this Agreement shall not exceed $5,000,000 and
         minus (b) without duplication and to the extent included in determining
         such Consolidated Net Income, any extraordinary gains for such period,
         all determined on a consolidated basis in accordance with GAAP. For
         purposes of determining the Leverage Ratio and Senior Leverage Ratio,
         if the Parent Borrower or any Subsidiary has made any Permitted
         Acquisition or any sale, transfer, lease or other disposition of assets
         outside of the ordinary course of business permitted by Section 6.05
         during the relevant period for determining the Leverage Ratio and
         Senior Leverage Ratio, Consolidated EBITDA for the relevant period
         shall be calculated only for purposes of determining Leverage Ratio and
         Senior Leverage Ratio after giving pro forma effect thereto, as if such
         Permitted Acquisition or sale, transfer, lease






<PAGE>

                                                                             14



         or other disposition of assets (and, in each case, any related
         incurrence, repayment or assumption of Indebtedness, with any new
         Indebtedness being deemed to be amortized over the relevant period in
         accordance with its terms, and assuming that any Revolving Loans
         borrowed in connection with such acquisition are repaid with excess
         cash balances when available) had occurred on the first day of the
         relevant period for determining Consolidated EBITDA. Any such pro forma
         calculations may include operating and other expense reductions and
         other adjustments for such period resulting from any Permitted
         Acquisition that is being given pro forma effect to the extent that
         such operating and other expense reductions and other adjustments (a)
         would be permitted pursuant to Article XI of Regulation S-X under the
         Securities Act of 1933 or (b) are reasonably consistent with the
         purpose of Regulation S-X as determined in good faith by the Parent
         Borrower in consultation with the Administration Agent. For purposes of
         calculating Consolidated EBITDA for each of the fiscal-quarters ending
         September 30, 2001, December 31, 2001, and March 31, 2002, Consolidated
         EBITDA shall equal, for the fiscal-quarter ending on (a) September 30,
         2001, $41,700,000, (b) December 31, 2001, $35,000,000 and (c) March 31,
         2002, $41,600,000.

                           "Consolidated Lease Expense" shall mean, for any
         period, all rental expenses of Holdings, the Parent Borrower and the
         Subsidiaries (including the Receivables Subsidiary) during such period
         under operating leases for real or personal property, excluding real
         estate taxes, insurance costs and common area maintenance charges and
         net of sublease income, other than Capitalized Lease Obligations, all
         as determined on a consolidated basis in accordance with GAAP.

                           "Consolidated Net Income" means, for any period, the
         net income or loss of Holdings, the Parent Borrower and the
         Subsidiaries (including the Receivables Subsidiary) for such period
         determined on a consolidated basis in accordance with GAAP; provided
         that there shall be excluded (a) the income of any Person (other than
         the Parent Borrower) in which any other Person (other than the Parent
         Borrower or any Subsidiary or any director holding qualifying shares in
         compliance with applicable law) owns an Equity Interest,



<PAGE>

                                                                            15




         except to the extent of the amount of dividends or other distributions
         actually paid to the Parent Borrower or any of the Subsidiaries during
         such period, and (b) the income or loss of any Person accrued prior to
         the date it becomes a Subsidiary or is merged into or consolidated with
         the Parent Borrower or any Subsidiary or the date that such Person's
         assets are acquired by the Parent Borrower or any Subsidiary.

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

                           "Conversion Right" means the right of the Debenture
         Holders after the Merger to convert their Convertible Debentures into
         the amount of cash that the Debenture Holders would have received if
         such Convertible Debentures had been converted into common stock of
         Holdings immediately prior to the Merger, as provided in Section 3.06
         of the Convertible Debentures Indenture.

                           "Convertible Debentures" means the 4 1/2% Convertible
         Subordinated Debentures of Holdings issued under the Convertible
         Debentures Indenture in an aggregate principal amount not greater than
         $305,000,000, which after the Asset Dropdown became joint and several
         obligations of the Parent Borrower and Holdings.

                           "Convertible Debentures Indenture" means the
         Indenture dated as of November 1, 1986, between Holdings and Morgan
         Guaranty Trust Company of New York, as amended by the two Supplemental
         Indentures dated the Recapitalization Date.

                           "Credit Facility" means a category of Commitments and
         extensions of credit thereunder.

                           "Debenture Account" means an account established with
         the Administrative Agent in the name of the Administrative Agent and
         for the benefit of the Lenders having the terms specified in Exhibit B,
         all proceeds in which will be used to defease, redeem, repay or
         repurchase or otherwise retire Convertible Debentures as specified in
         this Agreement.

                           "Debenture Holders" means the holders of record, from
         time to time, of the Convertible Debentures.

                           "Debenture Maturity Date" means December 15, 2003.

<PAGE>

                                                                            16


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

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

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

                           "Dollar Equivalent" means, on any date of
         determination, (a) with respect to any amount in dollars, such amount,
         and (b) with respect to any amount in any Foreign Currency, the
         equivalent in dollars of such amount, determined by the Administrative
         Agent pursuant to Section 1.05(b) using the Exchange Rate with respect
         to such Foreign Currency at the time in effect under the provisions of
         such Section.

                           "Domestic Loan Party" means any Loan Party, other
         than the Foreign Subsidiary Borrowers.

                           "Effective Date" means the date on which the
         conditions specified in Section 4.01 are satisfied (or waived in
         accordance with Section 10.02).

                           "EMU Legislation" means the legislative measures of
         the European Union for the introduction of, changeover to or operation
         of the Euro in one or more member states.

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

                           "Environmental Liability" means any liabilities,
         obligations, damages, losses, claims, actions, suits, judgments, or
         orders, contingent or otherwise (including any liability for damages,
         costs of environmental remediation, costs of administrative oversight,
         fines, natural resource damages, penalties or indemnities), of
         Holdings, the Parent Borrower or any Subsidiary (including the
         Receivables Subsidiary) directly or indirectly resulting from or
         relating to (a) compliance or non-compliance with any Environmental
         Law, (b) the generation, use, handling,



<PAGE>

                                                                            17


         transportation, storage, treatment or disposal of any Hazardous
         Materials, (c) any actual or alleged exposure to any Hazardous
         Materials, (d) the Release or threatened Release of any Hazardous
         Materials or (e) any contract, agreement or other consensual
         arrangement pursuant to which liability is assumed or imposed with
         respect to any of the foregoing.

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

                           "Equity Rollover" means the issuance of common stock
         of Holdings on the Recapitalization Date to the Continuing Shareholders
         (as defined in the Recapitalization Agreement) or their permitted
         transferees under the Exchange and Voting Agreement (as defined in the
         Recapitalization Agreement), in each case pursuant to and in accordance
         with Section 2.04(d) of the Recapitalization Agreement.

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

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

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





<PAGE>


                                                                             18



         any Plan or Multiemployer Plan; or (g) the receipt by the Parent
         Borrower or any ERISA Affiliate of any notice, or the receipt by any
         Multiemployer Plan from the Parent Borrower or any ERISA Affiliate of
         any notice, concerning the imposition of Withdrawal Liability or a
         determination that a Multiemployer Plan is, or is expected to be,
         insolvent or in reorganization, within the meaning of Title IV of
         ERISA.

                           "Euro" or "(EUR)" means the single currency of the
         European Union as constituted by the Treaty on European Union and as
         referred to in the EMU Legislation.

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

                           "European Factoring Arrangement" means any factoring
         arrangement entered into by any Foreign Subsidiary with respect to
         accounts receivable of such entity that are held in Europe pursuant to
         customary terms; provided that the aggregate recourse and exposure in
         respect thereof shall not exceed at any time $15,000,000.

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

                           "Excess Cash Flow" means, for any fiscal year, the
         sum (without duplication) of:

                           (a) the consolidated net income (or loss) of
                  Holdings, the Parent Borrower and its consolidated
                  Subsidiaries (including the Receivables Subsidiary) for such
                  fiscal year, adjusted to exclude any gains or losses
                  attributable to Prepayment Events; plus

                           (b) the excess, if any, of the Net Proceeds received
                  during such fiscal year by Holdings, the Parent Borrower and
                  its consolidated Subsidiaries (including the Receivables
                  Subsidiary) in respect of any Prepayment Events over the
                  aggregate principal amount of Term Loans prepaid pursuant to
                  Section 2.11(d) (and, as applicable to such fiscal year,
                  Existing Term Loans prepaid pursuant to Section 2.11(d) of the
                  Original Credit Agreement) in respect of such Net Proceeds;
                  plus

                           (c) depreciation, amortization and other noncash
                  charges or losses deducted in determining such consolidated
                  net income (or loss) for such fiscal year; plus




<PAGE>

                                                                            19


                           (d) the sum of (i) the amount, if any, by which Net
                  Working Capital (adjusted to exclude changes arising from
                  Permitted Acquisitions) decreased during such fiscal year plus
                  (ii) the net amount, if any, by which the consolidated
                  deferred revenues and other consolidated accrued long-term
                  liability accounts of Holdings, the Parent Borrower and its
                  consolidated Subsidiaries (including the Receivables
                  Subsidiary) (adjusted to exclude changes arising from
                  Permitted Acquisitions) increased during such fiscal year plus
                  (iii) the net amount, if any, by which the consolidated
                  accrued long-term asset accounts of Holdings, Parent Borrower
                  and its consolidated Subsidiaries (including the Receivables
                  Subsidiary) (adjusted to exclude changes arising from
                  Permitted Acquisitions) decreased during such fiscal year;
                  minus

                           (e) the sum of (i) any noncash gains included in
                  determining such consolidated net income (or loss) for such
                  fiscal year plus (ii) the amount, if any, by which Net Working
                  Capital (adjusted to exclude changes arising from Permitted
                  Acquisitions) increased during such fiscal year plus (iii) the
                  net amount, if any, by which the consolidated deferred
                  revenues and other consolidated accrued long-term liability
                  accounts of Holdings, the Parent Borrower and its consolidated
                  Subsidiaries (including the Receivables Subsidiary) (adjusted
                  to exclude changes arising from Permitted Acquisitions)
                  decreased during such fiscal year plus (iv) the net amount, if
                  any, by which the consolidated accrued long-term asset
                  accounts of Holdings, the Parent Borrower and its consolidated
                  Subsidiaries (including the Receivables Subsidiary) (adjusted
                  to exclude changes arising from Permitted Acquisitions)
                  increased during such fiscal year; minus

                           (f) the sum of (i) Capital Expenditures for such
                  fiscal year (except to the extent attributable to the
                  incurrence of Capital Lease Obligations or otherwise financed
                  by incurring Long-Term Indebtedness) plus (ii) cash
                  consideration paid during such fiscal year to make
                  acquisitions or other capital investments (except to the
                  extent financed by incurring Long-Term Indebtedness); minus

                           (g) the aggregate principal amount of Long-Term
                  Indebtedness repaid or prepaid by Holdings, the Parent
                  Borrower and its consolidated Subsidiaries (including the
                  Receivables Subsidiary) during such fiscal year, excluding (i)
                  Indebtedness in respect of Revolving Loans and Letters of
                  Credit, (ii) Term Loans prepaid




<PAGE>

                                                                            20



                  pursuant to Section 2.11(d) or (f) (and, as applicable to such
                  fiscal year, Existing Term Loans prepaid pursuant to Section
                  2.11(d) or (f) of the Original Credit Agreement) and (iii)
                  repayments or prepayments of Long-Term Indebtedness financed
                  by incurring other Long-Term Indebtedness; minus

                           (h) [intentionally omitted];

                           (i) the noncash impact of currency translations and
                  other adjustments to the equity account, including adjustments
                  to the carrying value of marketable securities and to pension
                  liabilities, in each case to the extent such items would
                  otherwise constitute Excess Cash Flow.

                           "Exchange Rate" means on any day, with respect to any
         Foreign Currency, the rate at which such Foreign Currency may be
         exchanged into dollars, as set forth at approximately 11:00 a.m.,
         London time, on such day on the Reuters World Currency Page for such
         Foreign Currency. In the event that such rate does not appear on any
         Reuters World Currency Page, the Exchange Rate shall be determined by
         reference to such other publicly available service for displaying
         exchange rates as may be agreed upon by the Administrative Agent and
         the Parent Borrower, or, in the absence of such agreement, such
         Exchange Rate shall instead be the arithmetic average of the spot rates
         of exchange of the Administrative Agent in the market where its foreign
         currency exchange operations in respect of such Foreign Currency are
         then being conducted, at or about 10:00 a.m., local time, on such date
         for the purchase of dollars for delivery two Business Days later;
         provided that if at the time of any such determination, for any reason,
         no such spot rate is being quoted, the Administrative Agent, after
         consultation with the Parent Borrower, may use any reasonable method it
         deems appropriate to determine such rate, and such determination shall
         be conclusive absent manifest error.

                           "Excluded Amount" means, with respect to any fiscal
         period ending on the date specified below, the amount set forth
         opposite such date:

                                          Date                Amount
                                          ----                ------
                           December 31, 2000               $15,000,000

                           March 31, 2001                  $15,000,000

                           June 30, 2001                   $12,500,000
                           --------------------------------------------------


<PAGE>

                                                                             21


                           September 20, 2001              $10,000,000

                           December 31, 2001               $ 7,500,000


                           "Excluded Severance Charges" means any nonrecurring
         severance or similar costs relating to the termination of employment of
         any employees arising during any four-fiscal-quarter period ending on
         or prior to December 31, 2003, not to exceed in the aggregate for all
         such periods $12,500,000.

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

                           "Existing Letters of Credit" means the letters of
         credit issued under the Original Credit Agreement and outstanding as of
         the Effective Date, which are listed on Schedule 1.01(a).

                           "Existing Subordinated Notes" means the 11%
         Subordinated Notes of Holdings due 2012 in the aggregate principal
         amount of $250,000,000 (including the Exchange Notes issued in exchange
         for the initial Existing Subordinated Notes as contemplated by the
         registration rights agreement related thereto) and the Indebtedness
         represented thereby.

<PAGE>

                                                                             22

                           "Existing Subordinated Notes Documents" means the
         Existing Subordinated Notes, the indenture under which the Existing
         Subordinated Notes are issued and all other documents evidencing,
         guaranteeing or otherwise governing the terms of the Existing
         Subordinated Notes.

                           "Existing Term Loans Prepayment" means the prepayment
         in full of all Existing Term Loans in accordance with the Original
         Credit Agreement, including all principal, interest, fees and other
         amounts outstanding under or due in connection therewith.

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

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

                       "Foreign Currencies" means Euro and  Sterling.

                       "Foreign Currency Commitment" means, with respect to
         each Revolving Lender, the commitment of such Revolving Lender to make
         Foreign Currency Loans and to acquire participations in Foreign
         Currency Letters of Credit, expressed as an amount representing the
         maximum aggregate amount of such Revolving Lender's Foreign Currency
         Exposure hereunder, as such commitment may be reduced from time to time
         pursuant to Section 2.08 and (b) reduced or increased from time to time
         pursuant to assignments by or to such Revolving Lender pursuant to
         Section 10.04. The initial amount of each Revolving Lender's Foreign
         Currency Commitment is set forth on Schedule 2.01, or in the Assignment
         and Acceptance pursuant to which such Revolving Lender shall have
         assumed its Foreign Currency Commitment, as applicable. The initial
         aggregate amount of the Revolving Lenders' Foreign Currency Commitments
         is the Dollar Equivalent of $75,000,000.

                       "Foreign Currency Exposure" means, with respect to
         any Revolving Lender at any time, the Dollar Equivalent of


<PAGE>

                                                                             23


         the sum of the outstanding principal amount of such Lender's Foreign
         Currency Loans and its Foreign Currency LC Exposure at such time.

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

                       "Foreign Currency Letter of Credit" means a Letter of
         Credit denominated in a Foreign Currency.

                       "Foreign Currency Loan" means a Revolving Loan
         denominated in a Foreign Currency.

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

                       "Foreign Security Collateral and Guarantee Requirement"
         means the requirement that:

                           (a) the Collateral Agent shall have received from the
                  applicable Foreign Subsidiary Borrower and its subsidiaries a
                  counterpart of each Foreign Security Document relating to the
                  assets (including the capital stock of its subsidiaries) of
                  such Foreign Subsidiary Borrower, excluding assets as to which
                  the Collateral Agent shall determine in its reasonable
                  discretion, after consultation with the Parent Borrower, that
                  the costs and burdens of obtaining a security interest are
                  excessive in relation to the value of the security afforded
                  thereby;

                           (b) all documents and instruments (including legal
                  opinions) required by law or reasonably requested by the
                  Collateral Agent to be filed, registered or recorded to create
                  the Liens intended to be created over the assets specified in
                  clause (a) above and perfect such Liens to the extent required
                  by, and with priority required by, such Foreign Security
                  Documents,







<PAGE>

                                                                            24


                  shall have been filed, registered or recorded or delivered to
                  the Collateral Agent for filing, registration or recording;

                           (c) such Foreign Subsidiary Borrower and its
                  subsidiaries shall become a guarantor of the obligations under
                  the Loan Documents of other Foreign Subsidiary Borrowers, if
                  any, under a guarantee agreement reasonably acceptable to the
                  Collateral Agent, in either case duly executed and delivered
                  on behalf of such Foreign Subsidiary Borrower and such
                  subsidiaries, except that such guarantee shall not be required
                  if the Collateral Agent shall determine in its reasonable
                  discretion, after consultation with the Parent Borrower, that
                  the benefits of such a guarantee are limited and such limited
                  benefits are not justified in relation to the burdens imposed
                  by such guarantee on the Parent Borrower and its Subsidiaries;
                  and

                           (d) such Foreign Subsidiary Borrower shall have
                  obtained all consents and approvals required to be obtained by
                  it in connection with the execution of such Foreign Security
                  Documents, the performance and obligations thereunder and the
                  granting by it of the Liens thereunder.

                           "Foreign Security Documents" means any agreement or
         instrument entered into by any Foreign Subsidiary Borrower that is
         reasonably requested by the Collateral Agent providing for a Lien over
         the assets (including shares of other Subsidiaries) of such Foreign
         Subsidiary Borrower.

                           "Foreign Subsidiary" means any Subsidiary that is
         organized under the laws of a jurisdiction other than the United States
         of America or any State thereof or the District of Columbia.

                           "Foreign Subsidiary Borrowers" means any wholly owned
         Foreign Subsidiary of the Parent Borrower organized under the laws of
         England and Wales, any member nation of the European Union or any other
         nation in Europe reasonably acceptable to the Collateral Agent that
         becomes a party to this Agreement pursuant to Section 2.21.

                           "Foreign Subsidiary Borrowing Agreement" means an
         agreement substantially in the form of Exhibit C.

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

<PAGE>

                                                                             25


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

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

                           "Guarantee Agreement" means the Guarantee Agreement,
         substantially in the form of Exhibit D, made by Holdings, the Parent
         Borrower and the Subsidiary Loan Parties party thereto in favor of the
         Collateral Agent for the benefit of the Secured Parties.

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

                           "Heartland" means Heartland Industrial
         Partners, L.P., a Delaware limited partnership.

                           "Heartland Management Agreement" means the monitoring
         agreement dated as of the Recapitalization Date between Heartland and
         Holdings.

<PAGE>

                                                                            26

                           "Hedging Agreement" means any interest rate
         protection agreement, foreign currency exchange agreement, commodity
         price protection agreement or other interest or currency exchange rate
         or commodity price hedging arrangement.

                           "High Usage Period" means any day that the unused
         amount of Revolving Commitments is less than 50% of the Revolving
         Commitments.

                           "HIP Co-Investor" means a shareholder of Holdings
         that is a limited partner, or an Affiliate of a limited partner, in
         Heartland or in any other fund or investment vehicle established or
         managed by Heartland or an Affiliate of Heartland and shall in any
         event include those Persons constituting HIP Co-Investors under the
         Shareholder Agreement on the Recapitalization Date.

                           "Holdings" means Metaldyne Corporation, formerly
         known as MascoTech, Inc., a Delaware corporation.

                           "Holdings Preferred Dividends" means (a) dividend
         payments due in respect of the Holdings Preferred Stock pursuant to
         Article 4(c)(2) of Holdings' Certificate of Designation and (b) any
         cash dividend payments in respect of any Qualified Holdings Preferred
         Stock.

                           "Holdings Preferred Stock" means the Series A
         Preferred Stock issued by Holdings, having an aggregate liquidation
         value of $36,100,100 and the other terms specified in Holdings'
         Certificate of Incorporation.

                           "Indebtedness" of any Person means, without
         duplication, (a) all obligations of such Person for borrowed money or
         with respect to advances of any kind, (b) all obligations of such
         Person evidenced by bonds, debentures, notes or similar instruments,
         (c) all obligations of such Person upon which interest charges are
         customarily paid, (d) all obligations of such Person under conditional
         sale or other title retention agreements relating to property acquired
         by such Person, (e) all obligations of such Person in respect of the
         deferred purchase price of property or services (excluding current
         accounts payable incurred in the ordinary course of business), (f) all
         Indebtedness of others secured by (or for which the holder of such
         Indebtedness has an existing right, contingent or otherwise, to be
         secured by) any Lien on property owned or acquired by such Person,
         whether or not the Indebtedness secured thereby has been assumed, (g)
         all Guarantees by such Person of Indebtedness of others, (h) all
         Capital Lease Obligations of such Person (other than lease obligations
         that are Capital Lease




<PAGE>

                                                                             27


         Obligations solely because of a Guarantee), (i) all obligations,
         contingent or otherwise, of such Person as an account
         party in respect of letters of credit and letters of guaranty and (j)
         all obligations, contingent or otherwise, of such Person in respect of
         bankers' acceptances. The Indebtedness of any Person shall include the
         Indebtedness of any other entity (including any partnership in which
         such Person is a general partner) to the extent such Person is liable
         therefor as a result of such Person's ownership interest in or other
         relationship with such entity, except to the extent the terms of such
         Indebtedness provide that such Person is not liable therefor.
         Notwithstanding anything to the contrary in this paragraph, the term
         "Indebtedness" shall not include (a) the Restricted Stock Obligation,
         (b) any obligation in respect of the Saturn Proceeds Distribution, (c)
         any obligations in respect of options or other Equity Interests held by
         the Pre-Merger Stockholders to the extent surviving the
         Recapitalization Transactions, (d) agreements providing for
         indemnification, purchase price adjustments or similar obligations
         incurred or assumed in connection with the acquisition or disposition
         of assets or capital stock and (e) trade payables and accrued expenses
         in each case arising in the ordinary course of business.

                           "Indemnified Taxes" means Taxes other than
         Excluded Taxes.

                           "Indemnity, Subrogation and Contribution Agreement"
         means the Indemnity, Subrogation and Contribution Agreement,
         substantially in the form of Exhibit E, among the Parent Borrower, the
         Subsidiary Loan Parties party thereto and the Collateral Agent.

                           "Information Memorandum" means the Confidential
         Information Memorandum dated June, 2002, relating to the Parent
         Borrower and the Transactions.

                           "Intercompany Transfer" means the dividend or other
         intercompany distribution by the Parent Borrower to Holdings, all of
         which was used by Holdings as payment, in part, of the Merger
         Consideration.

                           "Interest Election Request" means a request by the
         Parent Borrower or a Foreign Subsidiary Borrower, as the case may be,
         to convert or continue a Revolving Borrowing or Term Borrowing in
         accordance with Section 2.07.

                           "Interest Payment Date" means (a) with respect to any
         ABR Loan (other than a Swingline Loan), the last day of each March,
         June, September and December, (b) with respect




<PAGE>

                                                                            28



         to any Eurocurrency Loan, the last day of the Interest Period
         applicable to the Borrowing of which such Loan is a part and, in the
         case of a Eurocurrency Borrowing with an Interest Period of more than
         three months' duration, each day prior to the last day of such Interest
         Period that occurs at intervals of three months' duration after the
         first day of such Interest Period and (c) with respect to any Swingline
         Loan, the day that such Loan is required to be repaid.

                           "Interest Period" means, with respect to any
         Eurocurrency Borrowing, the period commencing on the date of such
         Borrowing and ending on the numerically corresponding day in the
         calendar month that is one, two, three or six months thereafter (or
         nine or twelve months thereafter if, at the time of the relevant
         Borrowing, all Lenders participating therein agree to make an interest
         period of such duration available), as the Parent Borrower or a Foreign
         Subsidiary Borrower, as the case may be, may elect; provided, that (a)
         if any Interest Period would end on a day other than a Business Day,
         such Interest Period shall be extended to the next succeeding Business
         Day unless such next succeeding Business Day would fall in the next
         calendar month, in which case such Interest Period shall end on the
         next preceding Business Day and (b) any Interest Period that commences
         on the last Business Day of a calendar month (or on a day for which
         there is no numerically corresponding day in the last calendar month of
         such Interest Period) shall end on the last Business Day of the last
         calendar month of such Interest Period. For purposes hereof, the date
         of a Borrowing initially shall be the date on which such Borrowing is
         made and thereafter shall be the effective date of the most recent
         conversion or continuation of such Borrowing.

                           "Interim Period" means the period commencing on the
         Recapitalization Date and ending on December 31, 2000.

                           "Investors" means Heartland, its Affiliates and the
         other entities identified by Heartland as "Investors" to the
         Administrative Agent prior to the Recapitalization Date.

                           "IPO" means an underwritten public offering by
         Holdings of Equity Interests of Holdings pursuant to a registration
         statement filed with the Securities and Exchange Commission in
         accordance with the Securities Act of 1933.

                           "Issuing Bank" means Chase, in its capacity as the
         issuer of Letters of Credit hereunder, and its successors in such
         capacity as provided in Section 2.05(i). The Issuing






<PAGE>


                                                                            29


         Bank may, in its discretion, arrange for one or more Letters of Credit
         to be issued by Affiliates of the Issuing Bank, including with respect
         to Foreign Currency Letters of Credit, and in each such case the term
         "Issuing Bank" shall include any such Affiliate with respect to Letters
         of Credit issued by such Affiliate. In the event that there is more
         than one Issuing Bank at any time, references herein and in the other
         Loan Documents to the Issuing Bank shall be deemed to refer to the
         Issuing Bank in respect of the applicable Letter of Credit or to all
         Issuing Banks, as the context requires. Notwithstanding the foregoing,
         each institution listed in Schedule 1.01(a) shall be deemed to be an
         Issuing Bank with respect to the Existing Letters of Credit issued by
         it.

                           "Judgment Currency" has the meaning set forth in
         Section 10.14.

                           "Judgment Currency Conversion Date" has the meaning
         set forth in Section 10.14.

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

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

                           "LC Reserve Account" has the meaning set forth in
         Section 9.02(a).

                           "Lender Affiliate" means, (a) with respect to any
         Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a
         corporation, partnership, trust or otherwise) that is engaged in
         making, purchasing, holding or otherwise investing in bank loans and
         similar extensions of credit in the ordinary course of its business and
         is administered or managed by a Lender or an Affiliate of such Lender
         and (b) with respect to any Lender that is a fund that invests in bank
         loans and similar extensions of credit, any other fund that invests in
         bank loans and similar extensions of credit and is managed by the same
         investment advisor as such Lender or by an Affiliate of such investment
         advisor.

                           "Lenders" means the Persons listed on Schedule 2.01
         and any other Person that shall have become a


<PAGE>


                                                                            30



         party hereto pursuant to an Assignment and Acceptance, other than any
         such Person that ceases to be a party hereto pursuant to an Assignment
         and Acceptance. Unless the context otherwise requires, the term
         "Lenders" includes the Swingline Lender.

                           "Letter of Credit" means any letter of credit issued
         pursuant to this Agreement. Each Existing Letter of Credit shall be
         deemed to constitute a Letter of Credit issued hereunder on the
         Effective Date for all purposes of the Loan Documents.

                           "Leverage Ratio" means, on any date, the ratio of (a)
         Total Indebtedness as of such date to (b) Consolidated EBITDA for the
         period of four consecutive fiscal quarters of Holdings ended on such
         date (or, if such date is not the last day of a fiscal quarter, ended
         on the last day of the fiscal quarter of Holdings most recently ended
         prior to such date for which financial statements are available).

                           "LIBO Rate" means, with respect to any Eurocurrency
         Borrowing (other than such Borrowings denominated in a Foreign
         Currency) for any Interest Period, the rate appearing on Page 3750 of
         the Dow Jones Market Service (or on any successor or substitute page of
         such Service, or any successor to or substitute for such Service,
         providing rate quotations comparable to those currently provided on
         such page of such Service, as determined by the Administrative Agent
         from time to time for purposes of providing quotations of interest
         rates applicable to dollar deposits in the London interbank market) at
         approximately 11:00 a.m., London time, two Business Days prior to the
         commencement of such Interest Period, as the rate for dollar deposits
         with a maturity comparable to such Interest Period. With respect to
         Eurocurrency Borrowings denominated in a Foreign Currency, the LIBO
         Rate for any Interest Period shall be determined by the Administrative
         Agent at approximately 11:00 a.m., London time, on the Quotation Day
         for such Interest Period by reference to the British Bankers'
         Association Interest Settlement Rates for deposits in the currency of
         such Borrowing (as reflected on the applicable Telerate screen) for a
         period equal to such Interest Period. In the event that such rate is
         not available at such time for any reason, then the "LIBO Rate" with
         respect to such Eurocurrency Borrowing for such Interest Period shall
         be the rate at which deposits in the applicable currency for the Dollar
         Equivalent of $5,000,000 and for a maturity comparable to such Interest
         Period are offered by the principal London office of the Administrative
         Agent in immediately available funds in the London interbank market at
         approximately 11:00 a.m., London time, two




<PAGE>


                                                                             31



         Business Days prior to the commencement of such Interest Period.

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

                           "Loan Documents" means this Agreement and the
         Security Documents.

                           "Loan Parties" means Holdings, the Parent Borrower,
         the Foreign Subsidiary Borrowers and the other Subsidiary Loan Parties.

                           "Loans" means the loans made by the Lenders to the
         Parent Borrower and the Foreign Subsidiary Borrowers pursuant to this
         Agreement.

                           "Long-Term Indebtedness" means any Indebtedness that,
         in accordance with GAAP, constitutes (or, when incurred, constituted) a
         long-term liability, including the current portion of any Long-Term
         Indebtedness.

                           "Low Usage Period" means any day that does not fall
         within a High Usage Period.

                           "Margin Stock" shall have the meaning assigned to
         such term in Regulation U.

                           "Masco" means Masco Corporation, a Delaware
         corporation, or any successor thereto.

                           "Material Adverse Effect" means a material adverse
         effect on (a) the business, operations, properties, assets, financial
         condition, contingent or otherwise, or material agreements of Holdings,
         the Parent Borrower and the Subsidiaries (including the Receivables
         Subsidiary), taken as a whole (it being understood that any effect on
         the business, operations, properties, assets, financial condition,
         contingent or otherwise or material agreements of Holdings, the Parent
         Borrower and the Subsidiaries (including the Receivables Subsidiary)
         resulting from the Asset Dropdown will not constitute a material
         adverse effect for purposes of this clause (a)), (b) the ability of any



<PAGE>

                                                                            32


         Loan Party in any material respect to perform any of its obligations
         under any Loan Document or (c) the rights of or benefits available to
         the Lenders under any Loan Document.

                           "Material Agreements" means (a) any agreements or
         instruments relating to Material Indebtedness and (b) the Heartland
         Management Agreement.

                           "Material Indebtedness" means (a) Indebtedness in
         respect of the Existing Subordinated Notes, Convertible Debentures, the
         Permitted Subordinated Notes and the Permitted Senior Notes, (b)
         obligations in respect of the Permitted Receivables Financing and (c)
         any other Indebtedness (other than the Loans and Letters of Credit), or
         obligations in respect of one or more Hedging Agreements, of any one or
         more of Holdings, the Parent Borrower and its Subsidiaries evidencing
         an aggregate outstanding principal amount exceeding $15,000,000. For
         purposes of determining Material Indebtedness, the "principal amount"
         of the obligations of Holdings, the Parent Borrower or any Subsidiary
         in respect of any Hedging Agreement at any time shall be the maximum
         aggregate amount (giving effect to any netting agreements) that
         Holdings, the Parent Borrower or such Subsidiary would be required to
         pay if such Hedging Agreement were terminated at such time.

                           "Merger" means the merger of Merger Subsidiary with
         and into Holdings, with respect to which Holdings was the surviving
         entity as contemplated by the Recapitalization Agreement.

                           "Merger Consideration" means the cash payment to the
         Pre-Merger Stockholders in accordance with the Recapitalization
         Agreement in an amount not exceeding $609,200,000.

                           "Merger Subsidiary" means Riverside Acquisition
         Corporation, a Delaware corporation, all the Equity Interests of which
         are owned by Heartland, its Affiliate and the other Investors.

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

                           "Mortgage" means a mortgage, deed of trust,
         assignment of leases and rents, leasehold mortgage or other security
         document granting a Lien on any Mortgaged Property to secure the
         Obligations. Each Mortgage shall be substantially in the form of
         Exhibit F with such changes as are necessary under applicable local
         law.



<PAGE>

                                                                             33


                           "Mortgaged Property" means, initially, each parcel of
         real property and the improvements thereto owned by a Loan Party as of
         the Effective Date, and includes each other parcel of real property and
         improvements thereto with respect to which a Mortgage is granted
         pursuant to Section 5.12 or 5.13.

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

                           "Net Proceeds" means, with respect to any event (a)
         the cash proceeds received in respect of such event including (i) any
         cash received in respect of any noncash proceeds, but only as and when
         received, (ii) in the case of a casualty, insurance proceeds in excess
         of $1,000,000 (excluding proceeds arising from the Compac Event), and
         (iii) in the case of a condemnation or similar event, condemnation
         awards and similar payments, net of (b) the sum of (i) all reasonable
         fees and out-of-pocket expenses and premiums paid by Holdings, the
         Parent Borrower and the Subsidiaries in connection with such event,
         (ii) in the case of a sale, transfer or other disposition of an asset
         (including pursuant to a sale and leaseback transaction or a casualty
         or a condemnation or similar proceeding), the amount of all payments
         required to be made by Holdings, the Parent Borrower and the
         Subsidiaries as a result of such event to repay Indebtedness (other
         than Loans) secured by such asset or otherwise subject to mandatory
         prepayment as a result of such event, and (iii) the amount of all Taxes
         paid (or reasonably estimated to be payable) by Holdings, the Parent
         Borrower and the Subsidiaries, and the amount of any reserves
         established by Holdings, the Parent Borrower and the Subsidiaries to
         fund contingent liabilities reasonably estimated to be payable, in each
         case during the 24-month period immediately following such event and
         that are directly attributable to such event (as determined reasonably
         and in good faith by the chief financial officer of Holdings or the
         Parent Borrower) to the extent such liabilities are actually paid
         within such applicable time periods. Notwithstanding anything to the
         contrary set forth above, (i) the proceeds of any sale, transfer or
         other disposition of receivables (or any interest therein) pursuant to
         any Permitted Receivables Financing shall not be deemed to constitute
         Net Proceeds and (ii) the proceeds of any sale, transfer or other
         disposition of receivables (or any interest therein) pursuant to any
         European Factoring Arrangement shall constitute Net Proceeds only to
         the extent such proceeds can be repatriated to the United States
         without adverse tax consequences to the Parent Borrower or any
         Subsidiary.

<PAGE>

                                                                             34


                           "Net Working Capital" means, at any date, (a) the
         consolidated current assets of Holdings, the Parent Borrower and its
         consolidated Subsidiaries (including the Receivables Subsidiary) as of
         such date (excluding cash and Permitted Investments) minus (b) the
         consolidated current liabilities of Holdings, the Parent Borrower and
         its consolidated Subsidiaries (including the Receivables Subsidiary) as
         of such date (excluding current liabilities in respect of
         Indebtedness). Net Working Capital at any date may be a positive or
         negative number. Net Working Capital increases when it becomes more
         positive or less negative and decreases when it becomes less positive
         or more negative.

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

                           "Other Taxes" means any and all present or future
         recording, stamp, documentary, excise, transfer, sales, property or
         similar taxes, charges or levies imposed by any Governmental Authority
         arising from any payment made under any Loan Document or from the
         execution, delivery or enforcement of, or otherwise with respect to,
         any Loan Document, other than Excluded Taxes.

                           "Parent Borrower" means Metaldyne Company LLC,
         formerly known as Metalync Company LLC, a Delaware limited liability
         company.

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

                           "Perfection Certificate" means a certificate in the
         form of Annex I to the Security Agreement or any other form approved by
         the Collateral Agent.

                           "Permitted Acquisition" means any acquisition,
         whether by purchase, merger, consolidation or otherwise, by the Parent
         Borrower or a Subsidiary of all or substantially all the assets of, or
         all the Equity Interests in, a Person or a division, line of business
         or other business unit of a Person so long as (a) such acquisition
         shall not have been preceded by a tender offer that has not been
         approved or otherwise recommended by the board of directors of such
         Person, (b) such assets are to be used in, or such Person so acquired
         is engaged in, as the case may be, a business of the type conducted by
         the Parent Borrower and its Subsidiaries on the date of execution of
         this Agreement or in a business reasonably related thereto, (c) such
         acquisition shall be financed with proceeds from (i) Revolving Loans
         (subject to Section 6.01(a)(i)), the


<PAGE>

                                                                             35


         Permitted Subordinated Notes to the extent the issuance thereof is
         permitted under the defined term "Permitted Subordinated Notes" and/or
         Qualified Holdings Preferred Stock issued and outstanding pursuant to
         clause (b) of the definition of Qualified Holdings Preferred Stock,
         (ii) Permitted Receivables Financing (subject to Section 6.01(a)(ii)),
         (iii) any lease financing permitted hereunder the proceeds of which are
         not required to prepay Term Borrowings hereunder, (iv) the issuance of
         Equity Interests by Holdings, (v) Excess Cash Flow not required to be
         used to prepay Term Loans pursuant to Section 2.11(f), (vi) proceeds
         from sales of assets permitted by Section 6.05 that are not required to
         be applied toward the repayment of Term Borrowings hereunder or (vii)
         any combination thereof and (d) immediately after giving effect
         thereto, (i) no Default has occurred and is continuing or would result
         therefrom, (ii) all transactions related thereto are consummated in all
         material respects in accordance with applicable laws, (iii) all the
         Equity Interests (other than Assumed Preferred Stock) of each
         Subsidiary formed for the purpose of or resulting from such acquisition
         shall be owned directly by the Parent Borrower or a Subsidiary and all
         actions required to be taken under Sections 5.12 and 5.13 have been
         taken, (iv) Holdings, the Parent Borrower and its Subsidiaries are in
         compliance, on a pro forma basis after giving effect to such
         acquisition, with the covenants contained in Sections 6.13 and 6.14
         recomputed as at the last day of the most recently ended fiscal quarter
         of Holdings for which financial statements are available, as if such
         acquisition (and any related incurrence or repayment of Indebtedness)
         had occurred on the first day of each relevant period for testing such
         compliance (provided that any acquisition that occurs prior to the
         first testing period under such Sections shall be deemed to have
         occurred during such first testing period), (v) any Indebtedness or any
         preferred stock that is incurred, acquired or assumed in connection
         with such acquisition shall be in compliance with Section 6.01 and (vi)
         the Parent Borrower has delivered to the Administrative Agent an
         officers' certificate to the effect set forth in clauses (a), (b), (c)
         and (d) (i) through (vi) above, together with all relevant financial
         information for the Person or assets to be acquired.

                           "Permitted Capital Expenditure Amount" means (a) with
         respect to the Interim Period, $30,000,000 and (b) with respect to any
         fiscal year thereafter, the sum of (i) the Base Amount for such fiscal
         year as specified below, (ii) 20% of Acquired Assets (the "Acquired
         Assets Amount") and (iii) for each fiscal year after any Acquired
         Assets Amount are initially included in clause (ii) above, 5% of





<PAGE>


                                                                             36




such  Acquired Assets Amount, calculated on a cumulative basis.


                            Fiscal Year Ended          Base Amount
                           ---------------------     ---------------
                                  2001                 $120,000,000

                                  2002                 $115,000,000

                                  2003                 $100,000,000

                                  2004                 $110,000,000

                                  2005                 $115,000,000

                                  2006                 $125,000,000

                                  2007                 $130,000,000

                                  2008                 $140,000,000

                                  2009                 $140,000,000


                         "Permitted Encumbrances" means:

                           (a) Liens imposed by law for taxes that are not yet
                  due or are being contested in compliance with Section 5.05;

                           (b) carriers', warehousemen's, mechanics',
                  materialmen's, repairmen's and other like Liens imposed by
                  law, arising in the ordinary course of business and securing
                  obligations that are not overdue by more than 30 days or are
                  being contested in compliance with Section 5.05;

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

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

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

<PAGE>

                                                                             37

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

                           (g) ground leases in respect of real property on
                  which facilities owned or leased by the Parent Borrower or any
                  of the Subsidiaries are located, other than any Mortgaged
                  Property;

                           (h) Liens in favor or customs and revenue authorities
                  arising as a matter of law to secure payment of customs duties
                  in connection with the importation of goods in the ordinary
                  course of business;

                           (i) Leases or subleases granted to other Persons and
                  not interfering in any material respect with the business of
                  Holdings, the Parent Borrower and the Subsidiaries, taken as a
                  whole;

                           (j) banker's liens, rights of set-off or similar
                  rights, in each case arising by operation of law; and

                           (k) Liens in favor of a landlord on leasehold
                  improvements in leased premises;

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

                           "Permitted Investments" means:

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

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

                           (c) investments in certificates of deposit, banker's
                  acceptances and time deposits maturing within one year from
                  the date of acquisition thereof issued or


<PAGE>
                                                                              38



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

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

                           (e) securities issued by any state of the United
                  States of America or any political subdivision of any such
                  state or any public instrumentality thereof having maturities
                  of not more than six months from the date of acquisition
                  thereof and, at the time of acquisition, having the highest
                  credit rating obtainable from S&P or from Moody's;

                           (f) securities issued by any foreign government or
                  any political subdivision of any foreign government or any
                  public instrumentality thereof having maturities of not more
                  than six months from the date of acquisition thereof and, at
                  the time of acquisition, having the highest credit rating
                  obtainable from S&P or from Moody's;

                           (g) investments of the quality as those identified on
                  Schedule 6.04 to the Original Credit Agreement as "Qualified
                  Foreign Investments" made in the ordinary course of business;

                           (h) cash; and

                           (i) investments in funds that invest solely in one or
                  more types of securities described in clauses (a), (e) and (f)
                  above.

                           "Permitted Receivables Documents" means the
         Receivable Purchase Agreement, the Receivables Transfer Agreement and
         all other documents and agreements relating to the Permitted
         Receivables Financing.

                           "Permitted Receivables Financing" means (a) the sale
         by the Parent Borrower and certain Subsidiaries (other than Foreign
         Subsidiaries) of accounts receivable to the Receivables Subsidiary
         pursuant to the Receivables Sale Agreement and (b) the sale of such
         accounts receivable (or participations therein) by the Receivables
         Subsidiary to


<PAGE>
                                                                              39



         certain purchasers pursuant to the Receivables Transfer Agreement,
         provided that the aggregate net investment of the purchasers under the
         Receivables Transfer Agreement in such accounts receivables so sold by
         the Parent Borrower and such Subsidiaries shall not exceed in the
         aggregate $250,000,000.

                           "Permitted Senior Notes" means Indebtedness of
         Holdings or the Parent Borrower, provided that (a) such Indebtedness
         and any related Guarantees shall not be secured by any Lien, (b) the
         proceeds from such Indebtedness shall be used (i) to prepay Term
         Borrowings pursuant to Section 2.11(d)(1), (ii) to repay (subject to
         Section 6.01(a)(vii)) Revolving Borrowings or obligations arising in
         respect of the Permitted Receivables Financing or (iii) if after giving
         effect to the incurrence of such Indebtedness, the Senior Leverage
         Ratio is less than 2.75 to 1.00, to effect Permitted Acquisitions
         (provided that the aggregate principal amount of Permitted Senior Notes
         that can be used for financing Permitted Acquisitions pursuant to this
         clause (iii) shall not exceed $250,000,000, less the aggregate
         principal amount of Permitted Subordinated Notes issued pursuant to
         clause (iv) of the definition thereof), (c) such Indebtedness shall not
         have any principal payments due prior to the date that is 12 months
         after the Tranche D Maturity Date, whether at maturity or otherwise,
         except upon the occurrence of a change of control or similar event
         (including asset sales), in each case so long as the provisions
         relating to change of control or similar events (including asset sales)
         included in the governing instrument of such Indebtedness provide that
         the provisions of this Agreement must be satisfied prior to the
         satisfaction of such provisions of such Indebtedness and (d) such
         Indebtedness bears interest at a fixed rate, which rate shall be, in
         the good faith judgment of the Parent Borrower's board of directors,
         consistent with the market at the time of issuance for similar
         Indebtedness for comparable issuers or borrowers.

                           "Permitted Subordinated Notes" means Indebtedness of
         Holdings or the Parent Borrower, provided that (a) such Indebtedness
         and any related Guarantees shall not be secured by any Lien, (b) such
         Indebtedness shall be subject to subordination and intercreditor
         provisions that are no more favorable to the holders or obligees
         thereof than the subordination or intercreditor provisions of the
         Existing Subordinated Notes in any material respect, (c) the proceeds
         from such Indebtedness shall be used (i) to repurchase, redeem, repay
         or otherwise retire the Convertible Debentures, (ii) to repay (subject
         to Section 6.01(a)(vii)) Revolving Borrowings or obligations arising in
         respect of the Permitted Receivables Financing, (iii) to prepay Term



<PAGE>
                                                                              40



         Borrowings pursuant to Section 2.11(a) or (iv) if after giving effect
         to the incurrence of such Indebtedness, the Senior Leverage Ratio is
         less than 2.75 to 1.00, to effect Permitted Acquisitions (provided that
         the aggregate principal amount of Permitted Subordinated Notes that can
         be used for financing Permitted Acquisitions pursuant to this clause
         (iv) shall not exceed $250,000,000, less the aggregate principal amount
         of Permitted Senior Notes issued pursuant to clause (iii) of the
         definition thereof), (d) such Indebtedness shall not have any principal
         payments due prior to the date that is 12 months after the Tranche D
         Maturity Date, whether at maturity or otherwise, except upon the
         occurrence of a change of control or similar event (including asset
         sales), in each case so long as the provisions relating to change of
         control or similar events (including asset sales) included in the
         governing instrument of such Indebtedness provide that the provisions
         of this Agreement must be satisfied prior to the satisfaction of such
         provisions of such Indebtedness and (e) such Indebtedness bears
         interest at a fixed rate, which rate shall be, in the good faith
         judgment of the Parent Borrower's board of directors, consistent with
         the market at the time of issuance for similar Indebtedness for
         comparable issuers or borrowers.

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

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

                           "Pledge Agreement" means the Pledge Agreement,
         substantially in the form of Exhibit G, among Holdings, the Parent
         Borrower, the Subsidiary Loan Parties party thereto and the Collateral
         Agent for the benefit of the Secured Parties.

                           "Pre-Merger Stockholders" means the common
         stockholders of Holdings and holders of options to acquire common stock
         of Holdings immediately prior to the Merger.

<PAGE>
                                                                              41


                            "Prepayment Event" means:

                           (a) any sale, transfer or other disposition
                  (including pursuant to a sale and leaseback transaction) of
                  any property or asset of Holdings, the Parent Borrower or any
                  Subsidiary, other than dispositions described in clauses (a),
                  (b), (c), (d), (e), (f)(ii), (g), (h), (i) and (l) of Section
                  6.05; or

                           (b) any casualty or other insured damage to, or any
                  taking under power of eminent domain or by condemnation or
                  similar proceeding of, any property or asset of Holdings, the
                  Parent Borrower or any Subsidiary having a book value or fair
                  market value in excess of $1,000,000 (other than damage
                  arising from the Compac Event), but only to the extent that
                  the Net Proceeds therefrom have not been applied to repair,
                  restore or replace such property or asset within 365 days
                  after such event; or

                           (c) the incurrence by Holdings, the Parent Borrower
                  or any Subsidiary of any Indebtedness, other than Indebtedness
                  permitted by Section 6.01(a) (except for Permitted Senior
                  Notes);

         provided that, in no event shall the sale, transfer or other
         disposition of the Saturn Subsidiary or the Saturn Sale constitute a
         Prepayment Event.

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

                           "Qualified Holdings Preferred Stock" means any
         preferred capital stock or preferred equity interest of Holdings (a)(i)
         that does not provide for any cash dividend payments or other cash
         distributions in respect thereof prior to the Tranche D Term Loan
         Maturity Date and (ii) that by its terms (or by the terms of any
         security into which it is convertible or for which it is exchangeable
         or exercisable) or upon the happening of any event does not (A)(x)
         mature or become mandatorily redeemable pursuant to a sinking fund
         obligation or otherwise; (y) become convertible or exchangeable at the
         option of the holder thereof for Indebtedness or preferred stock that
         is not Qualified Holdings Preferred Stock; or (z) become redeemable at
         the option of the holder thereof (other than as a result of a


<PAGE>
                                                                              42



         change of control event), in whole or in part, in each case on or prior
         to the first anniversary of the Tranche D Term Loan Maturity Date and
         (B) provide holders thereunder with any rights upon the occurrence of a
         "change of control" event prior to the repayment of the Obligations
         under the Loan Documents or (b) with respect to which Holdings has
         delivered a notice to the Administrative Agent that it has issued
         preferred stock or preferred equity interest in lieu of incurring
         Indebtedness otherwise permitted by clauses (vii) or (xv) under Section
         6.01(a) and, in the case of clause (vii), whether such preferred stock
         or preferred equity interests relate to any Permitted Subordinated
         Notes or any Permitted Senior Notes, with such notice specifying the
         applicable clause; provided that (i) the aggregate liquidation value of
         all such preferred stock or preferred equity interest issued pursuant
         to this clause (b) shall not exceed at any time the dollar limitation
         specified in such applicable clause, less the aggregate principal
         amount of Indebtedness outstanding pursuant to such paragraph and (ii)
         the terms of such preferred stock or preferred equity interests (x)
         shall provide that upon a default thereof, the remedies of the holders
         thereof shall be limited to the right to additional representation on
         the board of directors of Holdings and (y) shall otherwise be no less
         favorable to the Lenders, in the aggregate, than the terms of any
         Indebtedness that may be incurred pursuant to such paragraph.

                           "Quotation Day" means, with respect to any
         Eurocurrency Borrowing denominated in a Foreign Currency and any
         Interest Period, the day on which it is market practice in the relevant
         interbank market for prime banks to give quotations for deposits in the
         currency of such Borrowing for delivery on the first day of such
         Interest Period. If such quotations would normally be given by prime
         banks on more than one day, the Quotation Day will be the last of such
         days.

                           "Recapitalization" means the recapitalization of
         Holdings effected pursuant to the Merger as contemplated by the
         Recapitalization Agreement.

                           "Recapitalization Agreement" means the
         Recapitalization Agreement dated as of August 1, 2000, between Holdings
         and Merger Subsidiary, as amended.

                           "Recapitalization Date" means November 28, 2000.

                           "Recapitalization Documents" means the
         Recapitalization Agreement and the other agreements and documents
         relating to the Recapitalization Transactions.

<PAGE>
                                                                              43


                           "Recapitalization Transactions" means (a) the
         Recapitalization, (b) the Specified Asset Sales, (c) the Saturn Sale,
         (d) the Asset Dropdown, (e) the Restricted Stock Award and the
         performance of the Restricted Stock Obligation, (f) the Intercompany
         Transfer, (g) the payment of the Merger Consideration and the Saturn
         Proceeds Distribution, (h) the issuance of the Holdings Preferred Stock
         to Masco, (i) the repayment of certain Indebtedness, (j) the Equity
         Rollover, (k) the execution of the Subordinated Loan Agreement dated as
         of the Recapitalization Date between Masco and Holdings, as amended, by
         the parties thereto and (l) the other transactions contemplated by the
         Recapitalization Agreement.

                           "Receivables Contribution" means the $37,795,046.27
         contribution from Holdings to the Receivables Subsidiary on the
         Effective Date.

                           "Receivables Purchase Agreement" means (a) the
         Receivables Purchase Agreement dated as of the Recapitalization Date
         among the Receivables Subsidiary, Holdings, the Parent Borrower and the
         Subsidiaries party thereto, related to the Permitted Receivables
         Financing, as may be amended, supplemented or otherwise modified to the
         extent permitted by Section 6.11 and (b) any agreement replacing such
         Receivables Purchase Agreement, provided that such replacing agreement
         contains terms that are substantially similar to such Receivables
         Purchase Agreement and that are otherwise no more adverse to the
         Lenders than the applicable terms of such Receivables Purchase
         Agreement.

                           "Receivables Subsidiary" means MTSPC, Inc., a
         Delaware corporation.

                           "Receivables Transfer Agreement" means (a) the
         Receivables Transfer Agreement dated as of the Recapitalization Date,
         among the Receivables Subsidiary, Holdings and the purchasers party
         thereto, relating to the Permitted Receivables Financing, as may be
         amended, supplemented or otherwise modified to the extent permitted by
         Section 6.11 and (b) any agreement replacing such Receivables Transfer
         Agreement, provided that such replacing agreement contains terms that
         are substantially similar to such Receivables Transfer Agreement and
         that are otherwise no more adverse to the Lenders than the applicable
         terms of such Receivables Transfer Agreement.

                           "Register" has the meaning set forth in Section
         10.04.


<PAGE>
                                                                              44


                           "Regulation U" shall mean Regulation U of the Board
         as from time to time in effect and all official rulings and
         interpretations thereunder or thereof.

                           "Regulation X" shall mean Regulation X of the Board
         as from time to time in effect and all official rulings and
         interpretations thereunder or thereof.

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

                           "Release" means any release, spill, emission,
         leaking, dumping, injection, pouring, deposit, disposal, discharge,
         dispersal, leaching or migration into or through the environment
         (including ambient air, surface water, groundwater, land surface or
         subsurface strata) or within any building, structure, facility or
         fixture.

                           "Required Lenders" means, at any time, Lenders having
         Revolving Exposures, Term Loans and unused Commitments representing
         more than 50% of the sum of the total Revolving Exposures, outstanding
         Term Loans and unused Commitments at such time.

                           "Restricted Indebtedness" means Indebtedness of
         Holdings, the Parent Borrower or any Subsidiary, the payment,
         prepayment, redemption, repurchase or defeasance of which is restricted
         under Section 6.08(b).

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

                           "Restricted Stock Award" means the grant of
         restricted stock awards (including phantom restricted stock awards) of
         Holdings in connection with the Recapitalization, having the terms set
         forth in the Recapitalization Agreement, in substitution of restricted
         stock awards


<PAGE>
                                                                              45


         (including phantom restricted stock awards) of Holdings existing
         immediately prior to the Recapitalization Date.

                           "Restricted Stock Obligation" means the obligation
         following the Recapitalization Date of Holdings to make deferred cash
         payments in an aggregate amount not to exceed $47,500,000 over a 38
         month period, plus (i) any accretion thereto and (ii) any deferred
         payments required to be made in connection with the Saturn Sale, in
         each case in accordance with the Recapitalization Agreement following
         the Recapitalization Date, pursuant to the terms of the new restricted
         stock granted pursuant to the Restricted Stock Award.

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

                           "Revolving Commitment" means, with respect to each
         Lender, the commitment, if any, of such Lender to make Revolving Loans,
         including Foreign Currency Loans, and to acquire participations in
         Letters of Credit, including Foreign Currency Letters of Credit and
         Swingline Loans hereunder, expressed as an amount representing the
         maximum aggregate amount of such Lender's Revolving Exposure, including
         Foreign Currency Exposure, hereunder, as such commitment may be (a)
         reduced from time to time pursuant to Section 2.08 and (b) reduced or
         increased from time to time pursuant to assignments by or to such
         Lender pursuant to Section 10.04. The initial amount of each Lender's
         Revolving Commitment is set forth on Schedule 2.01, or in the
         Assignment and Acceptance pursuant to which such Lender shall have
         assumed its Revolving Commitment, as applicable. The initial aggregate
         amount of the Lenders' Revolving Commitments is $250,000,000.

                           "Revolving Exposure" means, with respect to any
         Lender at any time, the sum of the outstanding principal amount of such
         Lender's Revolving Loans and its LC Exposure and Swingline Exposure at
         such time.

                           "Revolving Lender" means a Lender with a Revolving
         Commitment or, if the Revolving Commitments have terminated or expired,
         a Lender with Revolving Exposure.

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


<PAGE>
                                                                              46


                           "Revolving Maturity Date" means May 28, 2007, or, if
         such day is not a Business Day, the first Business Day thereafter.

                           "S&P" means Standard & Poor's.

                           "Saturn" means Saturn Electronics and Engineering
         Inc. or any successor thereto by merger or otherwise.

                           "Saturn Proceeds Distribution" means the cash
         payments to be made as a result of any Saturn Sale in an amount based
         upon the net proceeds resulting from the Saturn Sale and determined in
         accordance with and pursuant to the Recapitalization Agreement.

                           "Saturn Sale" means one or more sales by the Saturn
         Subsidiary of any Equity Interests (or other property received in
         respect thereof) in Saturn.

                           "Saturn Subsidiary" means a special purpose wholly
         owned subsidiary of Holdings which will hold any Equity Interests (or
         other property received in respect thereof) in Saturn pending the
         completion of the Saturn Sale and any other special purpose wholly
         owned subsidiary of Holdings that holds any proceeds from the Saturn
         Sale not required to be paid to Pre-Merger Stockholders or on account
         of taxes from any Saturn Sale.

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

                           "Security Agreement" means the Security Agreement,
         substantially in the form of Exhibit H, among Holdings, the Parent
         Borrower, the Subsidiary Loan Parties party thereto and the Collateral
         Agent for the benefit of the Secured Parties.

                           "Security Documents" means the Security Agreement,
         the Pledge Agreement, the Mortgages, the Guarantee Agreement, the
         Indemnity, Subrogation and Contribution Agreement, each Foreign
         Security Document entered into pursuant to Section 2.21 and Section
         4.03 and each other security agreement or other instrument or document
         executed and delivered pursuant to Section 5.12 or 5.13 to secure any
         of the Obligations.

                           "Senior Indebtedness" means (a) the sum of Total
         Indebtedness plus the obligations outstanding under the Permitted
         Receivables Financing minus (b) Subordinated Debt.

<PAGE>
                                                                              47


                           "Senior Leverage Ratio" means, on any date, the ratio
         of (a) Senior Indebtedness as of such date to (b) Consolidated EBITDA
         for the period of four consecutive fiscal quarters of Holdings ended on
         such date (or, if such date is not the last day of a fiscal quarter,
         ended on the last day of the fiscal quarter of Holdings most recently
         ended prior to such date for which financial statements are available).

                           "Shareholder Agreement" means the Shareholders
         Agreement dated as of the Recapitalization Date, among Holdings,
         Heartland and the other parties thereto, as amended from time to time.

                           "Specified Acquired Property" means any property,
         real or personal, (a) that is acquired pursuant to a Permitted
         Acquisition or (b) that is owned by the Parent Borrower or any
         Subsidiary immediately prior to such Permitted Acquisition and that is
         combined with any such acquired property for purposes of any
         Acquisition Lease Financing, provided that the fair value of the
         property described in this clause (b) shall not exceed in the aggregate
         during the term of this Agreement, $25,000,000.

                           "Specified Asset Sales" means the sale by Holdings of
         its equity investments in the Specified Assets.

                           "Specified Assets" means Advanced Accessories Systems
         LLC, Titan International Inc., Delco Remy International Inc., MSX
         International Inc., Innovative Coatings Technology, Inc., Qualitor,
         Inc. and Tower Automotive Inc.

                           "Specified Cash" means the cash held by Holdings on
         the Recapitalization Date in an amount equal to $3,700,000.

                           "Specified Obligations" means Obligations consisting
         of the principal and interest on Loans, reimbursement obligations in
         respect of LC Disbursements and fees.

                           "Specified Prepayment Event" means any sale, transfer
         or other disposition constituting an Acquisition Lease Financing.

                           "Statutory Reserve Rate" means a fraction (expressed
         as a decimal), the numerator of which is the number one and the
         denominator of which is the number one minus the aggregate of the
         maximum reserve percentages (including any marginal, special, emergency
         or supplemental


<PAGE>
                                                                              48


         reserves) expressed as a decimal established by the Board (or in the
         case of Foreign Currency Borrowings, the applicable Governmental
         Authority) to which the Administra tive Agent is subject (a) with
         respect to the Base CD Rate, for new negotiable nonpersonal time
         deposits in dollars of over $100,000 with maturities approximately
         equal to three months and (b) with respect to the Adjusted LIBO Rate,
         for eurocurrency funding (currently referred to as "Eurocurrency
         Liabilities" in Regulation D of the Board). Such reserve percentages
         shall include those imposed pursuant to such Regulation D. Eurocurrency
         Loans shall be deemed to constitute eurocurrency funding and to be
         subject to such reserve requirements without benefit of or credit for
         proration, exemptions or offsets that may be available from time to
         time to any Lender under any applicable law, rule or regulation. The
         Statutory Reserve Rate shall be adjusted automatically on and as of the
         effective date of any change in any reserve percentage.

                           "Sterling" or "(pound)" means the lawful money of the
         United Kingdom.

                           "Subordinated Debt" means, without duplication, (a)
         the Convertible Debentures, (b) the Existing Subordinated Notes and (c)
         any other subordinated Indebtedness of Holdings, the Parent Borrower or
         any Subsidiary (including the Permitted Subordinated Notes).

                           "Subordinated Debt Documents" means (a) the
         Convertible Debentures Indenture, (b) the Existing Subordinated Notes
         Documents and (c) any indenture or other instruments under which any
         other Subordinated Debt is issued or incurred.

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

<PAGE>
                                                                              49


                           "Subsidiary" means any subsidiary of the Parent
         Borrower or Holdings, as the context requires, including the Foreign
         Subsidiary Borrowers. Unless expressly otherwise provided, the term
         "Subsidiary" shall not include (a) the Receivables Subsidiary, (b) the
         Saturn Subsidiary, (c) for so long as Acme Office Group, Inc. ("Acme")
         is inactive, holds no assets and conducts no business, Acme and (d)
         TriMas.

                           "Subsidiary Loan Party" means (a) any Subsidiary that
         is not a Foreign Subsidiary (other than the Foreign Subsidiary
         Borrowers) and (b) any Foreign Subsidiary Borrower and any other
         Foreign Subsidiary that executes a guarantee agreement pursuant to
         paragraph (c) of the Collateral and Guarantee Requirement.

                           "Supplemental Indenture" means the supplement to the
         Convertible Debenture Indenture among the Parent Borrower, Holdings and
         Morgan Guaranty Trust Company of New York, as trustee, pursuant to
         which the Parent Borrower will become a co-obligor (together with
         Holdings) under Convertible Debenture Indenture.

                           "Swingline Exposure" means, at any time, the
         aggregate principal amount of all Swingline Loans outstanding at such
         time. The Swingline Exposure of any Lender at any time shall be its
         Applicable Percentage of the total Swingline Exposure at such time.

                           "Swingline Lender" means Chase, in its capacity as
         lender of Swingline Loans hereunder , and Comerica Bank, in its
         capacity as lender of Swingline Loans hereunder. References herein and
         in the other Loan Documents to the Swingline Lender shall be deemed to
         refer to the Swingline Lender in respect of the applicable Swingline
         Loan or to all Swingline Lenders, as the context requires.

                           "Swingline Loan" means a Loan made pursuant to
         Section 2.04.

                           "Synthetic Purchase Agreement" means any swap,
         derivative or other agreement or combination of agreements pursuant to
         which Holdings, the Parent Borrower or a Subsidiary is or may become
         obligated to make (i) any payment (other than in the form of Equity
         Interests of Holdings) in connection with a purchase by a third party
         from a Person other than Holdings, the Parent Borrower or a Subsidiary
         of any Equity Interest or Restricted Indebtedness or (ii) any payment
         (other than on account of a permitted purchase by it of any Equity
         Interest or any Restricted Indebtedness) the amount of which is
         determined by reference


<PAGE>
                                                                              50


         to the price or value at any time of any Equity Interest or Restricted
         Indebtedness; provided that no Restricted Stock Award and no phantom
         stock or similar plan providing for payments only to current or former
         directors, officers, consultants, advisors or employees of Holdings,
         the Parent Borrower or the Subsidiaries (or to their heirs or estates)
         shall be deemed to be Synthetic Purchase Agreement.

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

                           "Term Loans" means Tranche D Term Loans.

                           "Three-Month Secondary CD Rate" means, for any day,
         the secondary market rate for three-month certificates of deposit
         reported as being in effect on such day (or, if such day is not a
         Business Day, the next preceding Business Day) by the Board through the
         public information telephone line of the Federal Reserve Bank of New
         York (which rate will, under the current practices of the Board, be
         published in Federal Reserve Statistical Release H.15(519) during the
         week following such day) or, if such rate is not so reported on such
         day or such next preceding Business Day, the average of the secondary
         market quotations for three-month certificates of deposit of major
         money center banks in New York City received at approximately 10:00
         a.m., New York City time, on such day (or, if such day is not a
         Business Day, on the next preceding Business Day) by the Administra
         tive Agent from three negotiable certificate of deposit dealers of
         recognized standing selected by it.

                           "Total Indebtedness" means, as of any date, the sum
         of, without duplication, (a) the aggregate principal amount of
         Indebtedness of Holdings, the Parent Borrower and the Subsidiaries
         outstanding as of such date, in the amount that would be reflected on a
         balance sheet prepared as of such date on a consolidated basis in
         accordance with GAAP, plus (b) the aggregate principal amount of
         Indebtedness of Holdings, the Parent Borrower and the Subsidiaries
         outstanding as of such date that is not required to be reflected on a
         balance sheet in accordance with GAAP, determined on a consolidated
         basis; provided that, for purposes of clause (b) above, the term
         "Indebtedness" shall not include (i) contingent obligations of
         Holdings, the Parent Borrower or any Subsidiary as an account party in
         respect of any letter of credit or letter of guaranty unless, without
         duplication, such letter of credit or letter of guaranty supports an
         obligation that constitutes Indebtedness and (ii) Indebtedness
         described in Section


<PAGE>
                                                                              51


         6.01(a)(xiv); and provided further that (i) "Total Indebtedness" shall
         not include any obligation arising in respect of the Permitted
         Receivables Financing or the TriMas Notes and (ii) solely for purposes
         of determining compliance with Section 6.14, for purposes of clause (a)
         above, the term "Total Indebtedness" shall not include Convertible
         Debentures.

                           "Tranche D Commitment" means, with respect to each
         Lender, the commitment, if any, of such Lender to make a Tranche D Term
         Loan hereunder on the Effective Date, expressed as an amount
         representing the maximum principal amount of the Tranche D Term Loan to
         be made by such Lender hereunder, as such commitment may be (a) reduced
         from time to time pursuant to Section 2.08 and (b) reduced or increased
         from time to time pursuant to assignments by or to such Lender pursuant
         to Section 10.04. The initial amount of each Lender's Tranche D
         Commitment is set forth on Schedule 2.01, or in the Assignment and
         Acceptance pursuant to which such Lender shall have assumed its Tranche
         D Commitment, as applicable. The initial aggregate amount of the
         Lenders' Tranche D Commitments is $400,000,000.

                           "Tranche D Lender" means a Lender with a Tranche D
         Commitment or an outstanding Tranche D Term Loan.

                           "Tranche D Maturity Date" means December 31, 2009, or
         if such day is not a Business Day, the first Business Day thereafter.

                           "Tranche D Term Loan" means a Loan made pursuant to
         clause (i) of Section 2.01(a).

                           "Transactions" means (a) the execution, delivery and
         performance by each Loan Party of the Loan Documents to which it is to
         be a party, the borrowing of Loans, the use of the proceeds thereof and
         the issuance of Letters of Credit hereunder, (b) the execution,
         delivery and performance of the Existing Subordinated Notes Documents
         by each party thereto, the issuance of the Existing Subordinated Notes
         and the use of the proceeds thereof and (c) the other transactions
         contemplated hereby.

                           "TriMas" means TriMas Corporation, a Delaware
         corporation.

                           "TriMas Affiliate Agreements" means the Stock
         Purchase Agreement, the Corporate Services Agreement, the Warrant, the
         Shareholders Agreement and each agreement and transaction contemplated
         by any of the foregoing and entered into in connection with the TriMas
         Transactions.

<PAGE>
                                                                              52


                           "TriMas Available Proceeds" means the Net Proceeds
         received by the Parent Borrower from the TriMas Transaction, less the
         TriMas Specified Proceeds.

                           "TriMas Interest" means, at any time, the Equity
         Interest of TriMas held by the Parent Borrower or any Subsidiary.

                           "TriMas Notes" means the senior subordinated notes of
         TriMas issued in contemplation of the TriMas Transaction.

                           "TriMas Specified Proceeds" means the Net Proceeds
         received by the Parent Borrower from the TriMas Transaction in an
         amount equal to the sum of (x) $255,000,000 and (y) the amount by which
         obligations under the Permitted Receivables Financing are required to
         be repaid in connection with the reduction of borrowing base capacity
         thereunder as a result of the TriMas Transaction.

                           "TriMas Transaction" means the transactions
         contemplated by the Stock Purchase Agreement dated as of May 17, 2002
         among Holdings, the Parent Borrower and Heartland Industrial Partners,
         L.P. and the related documentation.

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

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

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

                           SECTION 1.03. Terms Generally. The definitions of
         terms herein shall apply equally to the singular and plural forms of
         the terms defined. Whenever the context may require, any pronoun shall
         include the corresponding mascu line, feminine and neuter forms. The
         words "include",


<PAGE>
                                                                              53


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

                           SECTION 1.04. Accounting Terms; GAAP. Except as
         otherwise expressly provided herein, all terms of an accounting or
         financial nature shall be construed in accordance with GAAP, as in
         effect from time to time; provided that, if the Parent Borrower
         notifies the Administrative Agent that the Parent Borrower requests an
         amendment to any provision hereof to eliminate the effect of any change
         occurring after the date hereof in GAAP or in the application thereof
         on the operation of such provision (or if the Administrative Agent
         notifies the Parent Borrower that the Required Lenders request an
         amendment to any provision hereof for such purpose), regardless of
         whether any such notice is given before or after such change in GAAP or
         in the application thereof, then such provision shall be interpreted on
         the basis of GAAP as in effect and applied immediately before such
         change shall have become effective until such notice shall have been
         withdrawn or such provision amended in accordance herewith.

                           SECTION 1.05. Exchange Rates. (a) Not later than 1:00
         p.m., New York City time, on each Calculation Date beginning with the
         date on which the initial Foreign Currency Borrowing is made or the
         initial Foreign Currency Letter of Credit is issued, the Administrative
         Agent shall (i) determine the Exchange Rate as of such Calculation Date
         with respect to each Foreign Currency and (ii) give notice thereof to
         the Revolving Lenders and the Parent Borrower (on behalf of itself and
         the Foreign Subsidiary Borrowers). The


<PAGE>
                                                                              54


         Exchange Rates so determined shall become effective on the first
         Business Day immediately following the relevant Calculation Date (a
         "Recalculation Date"), shall remain effective until the next succeeding
         Recalculation Date, and shall for all purposes of this Agreement (other
         than Section 9.01, Section 10.14 or any other provision expressly
         requiring the use of a current Exchange Rate) be the Exchange Rates
         employed in converting any amounts between dollars and Foreign
         Currencies.

                           (b) Not later than 5:00 p.m., New York City time, on
         each Recalculation Date and each date on which Revolving Loans
         denominated in any Foreign Currency are made, the Administrative Agent
         shall (i) determine the aggregate amount of the Dollar Equivalents of
         (A) the principal amounts of the Foreign Currency Loans then
         outstanding (after giving effect to any Foreign Currency Loans made or
         repaid on such date) (B) the face value of outstanding Foreign Currency
         Letters of Credit and (C) unreimbursed drawings in respect of Foreign
         Currency Letters of Credit and (ii) notify the Revolving Lenders and
         the Parent Borrower (on behalf of itself and the Foreign Subsidiary
         Borrowers) of the results of such determination.

                           SECTION 1.06. Redenomination of Certain Foreign
         Currencies. (a) Each obligation of any party to this Agreement to make
         a payment denominated in the national currency unit of any member state
         of the European Union that adopts the Euro as its lawful currency after
         the date hereof shall be redenominated into Euro at the time of such
         adoption (in accordance with the EMU Legislation). If, in relation to
         the currency of any such member state, the basis of accrual of interest
         expressed in this Agreement in respect of that currency shall be
         inconsistent with any convention or practice in the London Interbank
         Market for the basis of accrual of interest in respect of the Euro,
         such expressed basis shall be replaced by such convention or practice
         with effect from the date on which such member state adopts the Euro as
         its lawful currency; provided that if any Foreign Currency Borrowing in
         the currency of such member state is outstanding immediately prior to
         such date, such replacement shall take effect, with respect to such
         Foreign Currency Borrowing, at the end of the then current Interest
         Period.

                           (b) Each provision of this Agreement shall be subject
         to such reasonable changes of construction as the Administrative Agent
         may from time to time specify to be appropriate to reflect the adoption
         of the Euro by any member state of the European Union and any relevant
         market conventions or practices relating to the Euro.

<PAGE>
                                                                              55


                                   ARTICLE II

                                   The Credits

                           SECTION 2.01. Commitments. (a) Subject to the terms
         and conditions set forth herein, each Lender agrees (i) to make a
         Tranche D Term Loan to the Parent Borrower on the Effective Date in a
         principal amount not exceeding its Tranche D Commitment and (ii) to
         make Revolving Loans to the Parent Borrower and the Foreign Subsidiary
         Borrowers, as the case may be, from time to time during the Revolving
         Availability Period in an aggregate principal amount that will not
         result in such Lender's (A) Revolving Exposure exceeding such Lender's
         Revolving Commitment or (B) Foreign Currency Exposure exceeding such
         Lender's Foreign Currency Commitment.

                           (b) Within the foregoing limits and subject to the
         terms and conditions set forth herein, the Parent Borrower and the
         Foreign Subsidiary Borrowers, as the case may be, may borrow, prepay
         and reborrow Revolving Loans. Amounts repaid in respect of Term Loans
         may not be reborrowed.

                           SECTION 2.02. Loans and Borrowings. (a) Each Loan
         (other than a Swingline Loan) shall be made as part of a Borrowing
         consisting of Loans of the same Class and Type made by the Lenders
         ratably in accordance with their respective Commitments of the
         applicable Class. The failure of any Lender to make any Loan required
         to be made by it shall not relieve any other Lender of its obligations
         hereunder; provided that the Commitments of the Lenders are several and
         no Lender shall be responsible for any other Lender's failure to make
         Loans as required.

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

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                                                                              56


                           (c) At the commencement of each Interest Period for
         any Eurocurrency Borrowing, such Borrowing shall be in an aggregate
         amount that is an integral multiple of $1,000,000 (or 1,000,000 units
         of the applicable Foreign Currency) and not less than $5,000,000 (or
         5,000,000 units in the applicable Foreign Currency. At the time that
         each ABR Revolving Borrowing is made, such Borrowing shall be in an
         aggregate amount that is an integral multiple of $1,000,000 and not
         less than $5,000,000; provided that (i) an ABR Revolving Borrowing may
         be in an aggregate amount that is equal to the entire unused balance of
         the total Revolving Commitments and (ii) an ABR Revolving Borrowing or
         a Eurocurrency Revolving Borrowing, in the case of Foreign Currency
         Letters of Credit, may be in an aggregate amount that is equal to the
         amount that is required to finance the reimbursement of an LC
         Disbursement as contemplated by Section 2.05(e). Each Swingline Loan
         shall be in an amount that is an integral multiple of $100,000 and not
         less than $500,000. Borrowings of more than one Type and Class may be
         outstanding at the same time; provided that there shall not at any time
         be more than a total of 12 Eurocurrency Borrowings outstanding.

                           (d) Notwithstanding any other provision of this
         Agreement, none of the Parent Borrower or any Foreign Subsidiary
         Borrower shall be entitled to request, or to elect to convert or
         continue, any Borrowing if the Interest Period requested with respect
         thereto would end after the Revolving Maturity Date or the Tranche D
         Maturity Date, as applicable.

                           SECTION 2.03. Requests for Borrowings. To request a
         Revolving Borrowing or Term Borrowing, the Parent Borrower or, in the
         case of a Foreign Currency Borrowing, the applicable Foreign Subsidiary
         Borrower, shall notify the Administrative Agent of such request by
         telephone (a) in the case of a Eurocurrency Borrowing, not later than
         12:00 noon, New York City time, three Business Days before the date of
         the proposed Borrowing or (b) in the case of an ABR Borrowing, not
         later than 12:00 noon, New York City time, one Business Day before the
         date of the proposed Borrowing; provided that any such notice of an ABR
         Revolving Borrowing to finance the reimbursement of an LC Disbursement
         as contemplated by Section 2.05(e) may be given not later than 10:00
         a.m., New York City time, on the date of the proposed Borrowing. Each
         such telephonic Borrowing Request shall be irrevocable and shall be
         confirmed promptly by hand delivery or telecopy to the Administrative
         Agent of a written Borrowing Request in a form approved by the
         Administrative Agent and signed by the Parent Borrower and, in the case
         of a Foreign Currency Borrowing, the applicable Foreign


<PAGE>
                                                                              57


         Subsidiary Borrower. Each such telephonic and written Borrowing Request
         shall specify the following information in compliance with Section
         2.02:

                           (i) whether the requested Borrowing is to be a
                  Revolving Borrowing or a Tranche D Term Borrowing;

                           (ii) the aggregate amount of such Borrowing;

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

                           (iv) whether such Borrowing is to be an ABR Borrowing
                  or a Eurocurrency Borrowing, unless such Borrowing is a
                  Foreign Currency Borrowing;

                           (v) if such Borrowing is a Foreign Currency
                  Borrowing, the relevant Foreign Currency;

                           (vi) in the case of a Eurocurrency Borrowing, the
                  initial Interest Period to be applicable thereto, which shall
                  be a period contemplated by the definition of the term
                  "Interest Period"; and

                           (vii) the location and number of the Parent
                  Borrower's or the applicable Foreign Subsidiary Borrower's, as
                  the case may be, account to which funds are to be disbursed,
                  which shall comply with the requirements of Section 2.06.

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

                           SECTION 2.04. Swingline Loans. (a) Subject to the
         terms and conditions set forth herein, the Swingline Lender agrees to
         make Swingline Loans to the Parent Borrower from time to time during
         the Revolving Availability Period, in an aggregate principal amount at
         any time outstanding that will not result in (i) the aggregate
         principal amount of outstanding Swingline Loans exceeding $30,000,000
         or (ii) the sum of the total Revolving Exposures exceeding the


<PAGE>
                                                                              58


         total Revolving Commitments; provided that the Swingline Lender shall
         not be required to make a Swingline Loan to refinance an outstanding
         Swingline Loan. Within the foregoing limits and subject to the terms
         and conditions set forth herein, the Parent Borrower may borrow, prepay
         and reborrow Swingline Loans.

                           (b) To request a Swingline Loan, the Parent Borrower
         shall notify the Administrative Agent of such request by telephone
         (confirmed by telecopy), not later than 12:00 noon, New York City time,
         on the day of a proposed Swingline Loan. Each such notice shall be
         irrevocable and shall specify the requested date (which shall be a
         Business Day) and amount of the requested Swingline Loan. The
         Administrative Agent will promptly advise the Swingline Lender of any
         such notice received from the Parent Borrower. The Swingline Lender
         shall make each Swingline Loan available to the Parent Borrower by
         means of a credit to the general deposit account of the Parent Borrower
         with the Swingline Lender (or, in the case of a Swingline Loan made to
         finance the reimbursement of an LC Disbursement as provided in Section
         2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City
         time, on the requested date of such Swingline Loan.

                           (c) The Swingline Lender may by written notice given
         to the Administrative Agent not later than 12:00 noon, New York City
         time, on any Business Day require the Revolving Lenders to acquire
         participations on such Business Day in all or a portion of the
         Swingline Loans outstanding. Such notice shall specify the aggregate
         amount of Swingline Loans in which Revolving Lenders will participate.
         Promptly upon receipt of such notice, the Administrative Agent will
         give notice thereof to each Revolving Lender, specifying in such notice
         such Lender's Applicable Percentage of such Swingline Loan or Loans.
         Each Revolving Lender hereby absolutely and unconditionally agrees,
         upon receipt of notice as provided above, to pay to the Administrative
         Agent, for the account of the Swingline Lender, such Lender's
         Applicable Percentage of such Swingline Loan or Loans. Each Revolving
         Lender acknowledges and agrees that its obligation to acquire
         participations in Swingline Loans pursuant to this paragraph is
         absolute and unconditional and shall not be affected by any
         circumstance whatsoever, including the occurrence and continuance of a
         Default or reduction or termination of the Commitments, and that each
         such payment shall be made without any offset, abatement, withholding
         or reduction whatsoever (provided that such payment shall not cause
         such Lender's Revolving Exposure to exceed such Lender's Revolving
         Commitment). Each Revolving Lender shall comply with its obligation
         under this paragraph


<PAGE>
                                                                              59


         by wire transfer of immediately available funds, in the same manner as
         provided in Section 2.06 with respect to Loans made by such Lender (and
         Section 2.06 shall apply, mutatis mutandis, to the payment obligations
         of the Revolving Lenders), and the Administrative Agent shall promptly
         pay to the Swingline Lender the amounts so received by it from the
         Revolving Lenders. The Administrative Agent shall notify the Parent
         Borrower of any participations in any Swingline Loan acquired pursuant
         to this paragraph, and thereafter payments in respect of such Swingline
         Loan shall be made to the Administrative Agent and not to the Swingline
         Lender. Any amounts received by the Swingline Lender from the Parent
         Borrower (or other party on behalf of the Parent Borrower) in respect
         of a Swingline Loan after receipt by the Swingline Lender of the
         proceeds of a sale of participations therein shall be promptly remitted
         to the Administrative Agent; any such amounts received by the
         Administrative Agent shall be promptly remitted by the Administrative
         Agent to the Revolving Lenders that shall have made their payments
         pursuant to this paragraph and to the Swingline Lender, as their
         interests may appear. The purchase of participations in a Swingline
         Loan pursuant to this paragraph shall not relieve the Parent Borrower
         of any default in the payment thereof.

                           SECTION 2.05. Letters of Credit. (a) General. Subject
         to the terms and conditions set forth herein, the Parent Borrower may
         request the issuance of Letters of Credit for its own account or the
         account of a Subsidiary and any Foreign Subsidiary Borrower may request
         the issuance of Foreign Currency Letters of Credit for its own account
         or the account of a Subsidiary of such Foreign Subsidiary Borrower, in
         each case in a form reasonably acceptable to the Administrative Agent
         and the Issuing Bank, at any time and from time to time during the
         Revolving Availability Period (provided that the Parent Borrower or a
         Foreign Subsidiary Borrower, as the case may be, shall be a co-
         applicant with respect to each Letter of Credit issued for the account
         of or in favor of a Subsidiary that is not a Foreign Subsidiary
         Borrower). In the event of any inconsistency between the terms and
         conditions of this Agreement and the terms and conditions of any form
         of letter of credit application or other agreement submitted by the
         Parent Borrower or any Foreign Subsidiary Borrower, as the case may be,
         to, or entered into by the Parent Borrower or any Foreign Subsidiary
         Borrower, as the case may be, with, the Issuing Bank relating to any
         Letter of Credit, the terms and conditions of this Agreement shall
         control.

                           (b) Notice of Issuance, Amendment, Renewal,
         Extension; Certain Conditions. To request the issuance of a


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                                                                              60


         Letter of Credit (or the amendment, renewal or extension of an
         outstanding Letter of Credit), the Parent Borrower or the applicable
         Foreign Subsidiary Borrower, as the case may be, shall hand deliver or
         telecopy (or transmit by electronic communication, if arrangements for
         doing so have been approved by the Issuing Bank) to the Issuing Bank
         and the Administrative Agent (reasonably in advance of the requested
         date of issuance, amendment, renewal or extension) a notice requesting
         the issuance of a Letter of Credit, or identifying the Letter of Credit
         to be amended, renewed or extended, and specifying the date of
         issuance, amendment, renewal or extension (which shall be a Business
         Day), the date on which such Letter of Credit is to expire (which shall
         comply with paragraph (c) of this Section), the amount of such Letter
         of Credit, the name and address of the beneficiary thereof and such
         other information as shall be necessary to prepare, amend, renew or
         extend such Letter of Credit. If requested by the Issuing Bank, the
         Parent Borrower or the applicable Foreign Subsidiary Borrower, as the
         case may be, also shall submit a letter of credit application on the
         Issuing Bank's standard form in connection with any request for a
         Letter of Credit. A Letter of Credit shall be issued, amended, renewed
         or extended only if (and upon issuance, amendment, renewal or extension
         of each Letter of Credit the Parent Borrower or the applicable Foreign
         Subsidiary Borrower, as the case may be, shall be deemed to represent
         and warrant that), after giving effect to such issuance, amendment,
         renewal or extension (i) the LC Exposure shall not exceed $50,000,000,
         (ii) the total Revolving Exposures shall not exceed the total Revolving
         Commitments and (iii) the total Foreign Currency Exposures shall not
         exceed the total Foreign Currency Commitments.

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

                           (d) Participations. By the issuance of a Letter of
         Credit (or an amendment to a Letter of Credit increasing the amount
         thereof) and without any further action on the part of the Issuing Bank
         or the Lenders, the Issuing Bank hereby grants to each Revolving
         Lender, and each Revolving Lender hereby acquires from the Issuing
         Bank, a participation in such Letter of Credit equal to such Lender's
         Applicable Percentage of the aggregate amount available to be drawn
         under such Letter of Credit. In


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                                                                              61


         consideration and in furtherance of the foregoing, each Revolving
         Lender hereby absolutely and unconditionally agrees to pay to the
         Administrative Agent, for the account of the Issuing Bank, such
         Lender's Applicable Percentage of each LC Disbursement made by the
         Issuing Bank and not reimbursed by the Parent Borrower or the
         applicable Foreign Subsidiary Borrower, as the case may be, on the date
         due as provided in paragraph (e) of this Section, or of any
         reimbursement payment required to be refunded to the Parent Borrower or
         the applicable Foreign Subsidiary Borrower, as the case may be, for any
         reason. Each Lender acknowledges and agrees that its obligation to
         acquire participations pursuant to this paragraph in respect of Letters
         of Credit is absolute and unconditional and shall not be affected by
         any circumstance whatsoever, including any amendment, renewal or
         extension of any Letter of Credit or the occurrence and continuance of
         a Default or reduction or termination of the Commitments, and that each
         such payment shall be made without any offset, abatement, withholding
         or reduction whatsoever.

                           (e) Reimbursement. If the Issuing Bank shall make any
         LC Disbursement in respect of a Letter of Credit, the Parent Borrower
         or the applicable Foreign Subsidiary Borrower, as the case may be,
         shall reimburse such LC Disbursement by paying to the Administrative
         Agent an amount equal to such LC Disbursement not later than 12:00
         noon, New York City time, on the date that such LC Disbursement is
         made, if the Parent Borrower or the applicable Foreign Subsidiary
         Borrower, as the case may be, shall have received notice of such LC
         Disbursement prior to 10:00 a.m., New York City time or London time (in
         the case of Foreign Currency Letters of Credit), on such date, or, if
         such notice has not been received by the Parent Borrower or the
         applicable Foreign Subsidiary Borrower, as the case may be, prior to
         such time on such date, then not later than 12:00 noon, New York City
         time or London time (in the case of Foreign Currency Letters of
         Credit), on (i) the Business Day that the Parent Borrower or the
         applicable Foreign Subsidiary Borrower, as the case may be, receives
         such notice, if such notice is received prior to 10:00 a.m., New York
         City time or London time (in the case of Foreign Currency Letters of
         Credit), on the day of receipt, or (ii) the Business Day immediately
         following the day that the Parent Borrower or the applicable Foreign
         Subsidiary Borrower, as the case may be, receives such notice, if such
         notice is not received prior to such time on the day of receipt;
         provided that (i) the Parent Borrower may, subject to the conditions to
         borrowing set forth herein, request in accordance with Section 2.03 or
         2.04 that such payment be financed with an ABR Revolving Borrowing or
         Swingline Loan in an equivalent


<PAGE>
                                                                              62


         amount and, to the extent so financed, the Parent Borrower's obligation
         to make such payment shall be discharged and replaced by the resulting
         ABR Revolving Borrowing or Swingline Loan and (ii) such Foreign
         Subsidiary Borrower may, subject to the conditions to borrowing set
         forth herein, request in accordance with Section 2.03 that such payment
         be financed with a Eurocurrency Revolving Borrowing in an equivalent
         amount in the applicable Foreign Currency and, to the extent so
         financed, such Foreign Subsidiary Borrower's obligation to make such
         payment shall be discharged and replaced by the resulting Eurocurrency
         Revolving Borrowing. If the Parent Borrower or the applicable Foreign
         Subsidiary Borrower, as the case may be, fails to make such payment
         when due, the Administrative Agent shall notify each Revolving Lender
         of the applicable LC Disbursement, the payment then due from the Parent
         Borrower or the applicable Foreign Subsidiary Borrower, as the case may
         be, in respect thereof and such Lender's Applicable Percentage thereof.
         Promptly following receipt of such notice, each Revolving Lender shall
         pay to the Administrative Agent its Applicable Percentage of the
         unreimbursed LC Disbursement in the same manner as provided in Section
         2.06 with respect to Loans made by such Lender (and Section 2.06 shall
         apply, mutatis mutandis, to the payment obligations of the Revolving
         Lenders), and the Administrative Agent shall promptly pay to the
         Issuing Bank the amounts so received by it from the Revolving Lenders.
         Promptly following receipt by the Administrative Agent of any payment
         from the Parent Borrower or any applicable Foreign Subsidiary Borrower,
         as the case may be, pursuant to this paragraph, the Administrative
         Agent shall distribute such payment to the Issuing Bank or, to the
         extent that Revolving Lenders have made payments pursuant to this
         paragraph to reimburse the Issuing Bank, then to such Lenders and the
         Issuing Bank as their interests may appear. Any payment made by a
         Revolving Lender pursuant to this paragraph to reimburse the Issuing
         Bank for any LC Disbursement (other than the funding of ABR Revolving
         Loans or a Swingline Loan as contemplated above) shall not constitute a
         Loan and shall not relieve the Parent Borrower or any applicable
         Foreign Subsidiary Borrower, as the case may be, of its obligation to
         reimburse such LC Disbursement.

                           (f) Obligations Absolute. The obligation of the
         Parent Borrower or any Foreign Subsidiary Borrower to reimburse LC
         Disbursements as provided in paragraph (e) of this Section shall be
         absolute, unconditional and irrevocable, and shall be performed
         strictly in accordance with the terms of this Agreement under any and
         all circumstances whatsoever and irrespective of (i) any lack of
         validity or enforceability of any Letter of Credit or this


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                                                                              63


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


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                                                                              64


         payment upon such documents if such documents are not in strict
         compliance with the terms of such Letter of Credit.

                           (g) Disbursement Procedures. The Issuing Bank shall,
         promptly following its receipt thereof, examine all documents
         purporting to represent a demand for payment under a Letter of Credit.
         The Issuing Bank shall promptly notify the Administrative Agent and the
         Parent Borrower or any applicable Foreign Subsidiary Borrower, as the
         case may be, by telephone (confirmed by telecopy) of such demand for
         payment and whether the Issuing Bank has made or will make an LC
         Disbursement thereunder; provided that any failure to give or delay in
         giving such notice shall not relieve the Parent Borrower or any
         applicable Foreign Subsidiary Borrower, as the case may be, of its
         obligation to reimburse the Issuing Bank and the Revolving Lenders with
         respect to any such LC Disbursement (other than with respect to the
         timing of such reimbursement obligation set forth in Section 2.05(e)).

                           (h) Interim Interest. If the Issuing Bank shall make
         any LC Disbursement, then, unless the Parent Borrower or any applicable
         Foreign Subsidiary Borrower, as the case may be, shall reimburse such
         LC Disbursement in full on the date such LC Disbursement is made, the
         unpaid amount thereof shall bear interest, for each day from and
         including the date such LC Disbursement is made to but excluding the
         date that the Parent Borrower or any applicable Foreign Subsidiary
         Borrower, as the case may be, reimburses such LC Disbursement, at the
         rate per annum then applicable to ABR Revolving Loans; provided that,
         if the Parent Borrower or any applicable Foreign Subsidiary Borrower,
         as the case may be, fails to reimburse such LC Disbursement when due
         pursuant to paragraph (e) of this Section, then Section 2.13(c) shall
         apply. Interest accrued pursuant to this paragraph shall be for the
         account of the Issuing Bank, except that interest accrued on and after
         the date of payment by any Revolving Lender pursuant to paragraph (e)
         of this Section to reimburse the Issuing Bank shall be for the account
         of such Lender to the extent of such payment.

                           (i) Replacement of the Issuing Bank; Additional
         Issuing Banks. The Issuing Bank may be replaced at any time by written
         agreement among the Parent Borrower (on behalf of itself and the
         Foreign Subsidiary Borrowers), the Administrative Agent, the replaced
         Issuing Bank and the successor Issuing Bank. One or more Lenders may be
         appointed as additional Issuing Banks by written agreement among the
         Parent Borrower (on behalf of itself and the Foreign Subsidiary
         Borrowers), the Administrative Agent (whose consent will not be
         unreasonably withheld) and the


<PAGE>
                                                                              65


         Lender that is to be so appointed. The Administrative Agent shall
         notify the Lenders of any such replacement of the Issuing Bank or any
         such additional Issuing Bank. At the time any such replacement shall
         become effective, the Parent Borrower (on behalf of itself and the
         Foreign Subsidiary Borrowers) shall pay all unpaid fees accrued for the
         account of the replaced Issuing Bank pursuant to Section 2.12(b). From
         and after the effective date of any such replacement or addition, as
         applicable, (i) the successor or additional Issuing Bank shall have all
         the rights and obligations of the Issuing Bank under this Agreement
         with respect to Letters of Credit to be issued thereafter and (ii)
         references herein to the term "Issuing Bank" shall be deemed to refer
         to such successor or such addition or to any previous Issuing Bank, or
         to such successor or such addition and all previous Issuing Banks, as
         the context shall require. After the replacement of an Issuing Bank
         hereunder, the replaced Issuing Bank shall remain a party hereto and
         shall continue to have all the rights and obligations of an Issuing
         Bank under this Agreement with respect to Letters of Credit issued by
         it prior to such replacement, but shall not be required to issue
         additional Letters of Credit. If at any time there is more than one
         Issuing Bank hereunder, the Parent Borrower (on behalf of itself and
         the Foreign Subsidiary Borrowers) may, in its discretion, select which
         Issuing Bank is to issue any particular Letter of Credit.

                           (j) Cash Collateralization. If any Event of Default
         shall occur and be continuing, on the Business Day that the Parent
         Borrower or any Foreign Subsidiary Borrower receives notice from the
         Administrative Agent or the Required Lenders (or, if the maturity of
         the Loans has been accelerated, Revolving Lenders with LC Exposure
         representing greater than 50% of the total LC Exposure) demanding the
         deposit of cash collateral pursuant to this paragraph, the Parent
         Borrower and the Foreign Subsidiary Borrowers, as the case may be,
         shall deposit in an account with the Administrative Agent, in the name
         of the Administrative Agent and for the benefit of the Lenders, an
         amount in cash in the applicable currency equal to the LC Exposure as
         of such date plus any accrued and unpaid interest thereon; provided
         that the obligation to deposit such cash collateral shall become
         effective immediately, and such deposit shall become immediately due
         and payable, without demand or other notice of any kind, upon the
         occurrence of any Event of Default with respect to the Parent Borrower
         or any Foreign Subsidiary Borrower described in clause (h) or (i) of
         Article VII. Each such deposit shall be held by the Administrative
         Agent as collateral for the payment and performance of the obligations
         of the Parent Borrower and


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                                                                              66


         the Foreign Subsidiary Borrower under this Agreement. The
         Administrative Agent shall have exclusive dominion and control,
         including the exclusive right of withdrawal, over such account. Other
         than any interest earned on the investment of such deposits, which
         investments shall be made at the option and sole discretion of the
         Administrative Agent and at the risk and expense of the Parent Borrower
         and the Foreign Subsidiary Borrower, such deposits shall not bear
         interest. Interest or profits, if any, on such investments shall
         accumulate in such account. Moneys in such account shall be applied by
         the Administrative Agent to reimburse the Issuing Bank for LC
         Disbursements for which it has not been reimbursed and, to the extent
         not so applied, shall be held for the satisfaction of the reimbursement
         obligations of the Parent Borrower and the Foreign Subsidiary Borrower
         for the LC Exposure at such time or, if the maturity of the Loans has
         been accelerated (but subject to the consent of Revolving Lenders with
         LC Exposure representing greater than 50% of the total LC Exposure), be
         applied to satisfy other obligations of the Parent Borrower and the
         Foreign Subsidiary Borrower under this Agreement. If the Parent
         Borrower or any Foreign Subsidiary Borrower is required to provide an
         amount of cash collateral hereunder as a result of the occurrence of an
         Event of Default, such amount plus any accrued interest or realized
         profits of such amounts (to the extent not applied as aforesaid) shall
         be returned to the Parent Borrower or such Foreign Subsidiary Borrower
         within three Business Days after all Events of Default have been cured
         or waived. If the Parent Borrower is required to provide an amount of
         such collateral hereunder pursuant to Section 2.11(b), such amount plus
         any accrued interest or realized profits on account of such amount (to
         the extent not applied as aforesaid) shall be returned to the Parent
         Borrower as and to the extent that, after giving effect to such return,
         the Parent Borrower would remain in compliance with Section 2.11(b) and
         no Default or Event of Default shall have occurred and be continuing.

                           SECTION 2.06. Funding of Borrowings. (a) Each Lender
         shall make each Loan to be made by it hereunder on the proposed date
         thereof by wire transfer of immediately available funds by 12:00 noon,
         New York City time, or in the case of Foreign Currency Borrowings,
         London time, to the account of the Administrative Agent most recently
         designated by it for such purpose by notice to the Lenders; provided
         that Swingline Loans shall be made as provided in Section 2.04. The
         Administrative Agent will make such Loans available to the Parent
         Borrower or the applicable Foreign Subsidiary Borrower, as the case may
         be, by promptly crediting the amounts so received, in like funds, to an

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                                                                              67


         account of the Parent Borrower or such Foreign Subsidiary Borrower, as
         the case may be, maintained with the Administrative Agent in New York
         City, or in the case of Foreign Currency Borrowings, London, and
         designated by the Parent Borrower or such Foreign Subsidiary Borrower,
         in the applicable Borrowing Request; provided that ABR Revolving Loans
         made to finance the reimbursement of an LC Disbursement as provided in
         Section 2.05(e) shall be remitted by the Administrative Agent to the
         Issuing Bank.

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

                           SECTION 2.07. Interest Elections. (a) Each Revolving
         Borrowing and Term Borrowing initially shall be of the Type specified
         in the applicable Borrowing Request and, in the case of a Eurocurrency
         Borrowing, shall have an initial Interest Period as specified in such
         Borrowing Request. Thereafter, the Parent Borrower or the applicable
         Foreign Subsidiary Borrower, as the case may be, may elect to convert
         such Borrowing to a different Type or to continue such Borrowing and,
         in the case of a Eurocurrency Borrowing,


<PAGE>
                                                                              68


         may elect Interest Periods therefor, all as provided in this Section.
         The Parent Borrower or the applicable Foreign Subsidiary Borrower, as
         the case may be, may elect different options with respect to different
         portions of the affected Borrowing, in which case each such portion
         shall be allocated ratably among the Lenders holding the Loans
         comprising such Borrowing, and the Loans comprising each such portion
         shall be considered a separate Borrowing. This Section shall not apply
         to Swingline Borrowings, which may not be converted or continued.

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

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

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

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

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

                           (iv) if the resulting Borrowing is a Eurocurrency
                  Borrowing, the Interest Period to be applicable thereto after
                  giving effect to such election, which shall be a

<PAGE>
                                                                              69


                  period contemplated by the definition of the term "Interest
                  Period".

         If any such Interest Election Request requests a Eurocurrency Borrowing
         but does not specify an Interest Period, then the Parent Borrower or
         the applicable Foreign Subsidiary Borrower, as the case may be, shall
         be deemed to have selected an Interest Period of one month's duration.

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

                           (e) If an Interest Election Request with respect to a
         Eurocurrency Borrowing is not timely delivered prior to the end of the
         Interest Period applicable thereto, then, unless such Borrowing is
         repaid as provided herein, at the end of such Interest Period such
         Borrowing shall be converted to an ABR Borrowing (unless such Borrowing
         is a Foreign Currency Borrowing, in which case such Borrowing shall
         become due and payable on the last day of such Interest Period).
         Notwithstanding any contrary provision hereof, if an Event of Default
         has occurred and is continuing and the Administrative Agent, at the
         request of the Required Lenders, so notifies the Parent Borrower (on
         behalf of itself and the Foreign Subsidiary Borrowers), then, so long
         as an Event of Default is continuing (i) no outstanding Borrowing
         (other than a Foreign Currency Borrowing) may be converted to or
         continued as a Eurocurrency Borrowing and (ii) unless repaid, each
         Eurocurrency Borrowing (other than a Foreign Currency Borrowing) shall
         be converted to an ABR Borrowing at the end of the Interest Period
         applicable thereto.

                           SECTION 2.08. Termination and Reduction of
         Commitments. (a) Unless previously terminated, (i) the Tranche D
         Commitments shall terminate at 5:00 p.m., New York City time, on the
         Effective Date and (ii) the Revolving Commitments shall terminate on
         the Revolving Maturity Date.

                           (b) The Parent Borrower (on behalf of itself and the
         Foreign Subsidiary Borrowers) may at any time terminate, or from time
         to time reduce, the Commitments of any Class (it being understood that
         reductions of Revolving Commitments will automatically reduce Foreign
         Currency Commitments on a pro rata basis); provided that (i) each
         reduction of the Commitments of any Class shall be in an amount that is
         an integral multiple of $1,000,000 and not less than $5,000,000 and
         (ii) the Revolving Commitments shall not be terminated or reduced if,
         after giving effect


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                                                                              70


         to any concurrent prepayment of the Revolving Loans in accordance with
         Section 2.11, the sum of the Revolving Exposures would exceed the total
         Revolving Commitments.

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

                           SECTION 2.09. Repayment of Loans; Evidence of Debt.
         (a) The Parent Borrower and each Foreign Subsidiary Borrower (with
         respect to Foreign Currency Loans made to such Foreign Subsidiary
         Borrower) hereby unconditionally promises to pay (i) to the
         Administrative Agent for the account of each Lender the then unpaid
         principal amount of each Revolving Loan of such Lender on the Revolving
         Maturity Date, (ii) to the Administrative Agent for the account of each
         Lender the then unpaid principal amount of each Term Loan of such
         Lender as provided in Section 2.10 and (iii) to the Swingline Lender
         the then unpaid principal amount of each Swingline Loan on the earlier
         of the Revolving Maturity Date and the first date after such Swingline
         Loan is made that is the 15th or last day of a calendar month and is at
         least two Business Days after such Swingline Loan is made; provided
         that on each date that a Revolving Borrowing (other than a Foreign
         Currency Borrowing) is made, the Parent Borrower shall repay all
         Swingline Loans that were outstanding on the date such Borrowing was
         requested.

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                                                                              71


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

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

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

                           (e) Any Lender may request that Loans of any Class
         made by it be evidenced by a promissory note. In such event, the Parent
         Borrower or the applicable Foreign Subsidiary Borrower, as the case may
         be, shall prepare, execute and deliver to such Lender a promissory note
         payable to the order of such Lender (or, if requested by such Lender,
         to such Lender and its registered assigns) and in a form approved by
         the Administrative Agent. Thereafter, the Loans evidenced by such
         promissory note and interest thereon shall at all times (including
         after assignment pursuant to Section 10.04) be represented by one or
         more promissory notes in such form payable to the order of the payee
         named therein (or, if such promissory note is a registered note, to
         such payee and its registered assigns).

                           SECTION 2.10. Amortization of Term Loans. (a) Subject
         to adjustment pursuant to paragraph (c) of this Section, the Parent
         Borrower shall repay Tranche D Term Borrowings on each date set forth
         below in the aggregate principal amount set forth opposite such date:

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                                                                              72




                    Date                                         Amount
                    ----                                       ----------
                    December 31, 2002 .......................   $500,000
                    June 30, 2003 ...........................   $500,000
                    December 31, 2003 .......................   $500,000
                    June 30, 2004 ...........................   $500,000
                    December 31, 2004 .......................   $500,000
                    June 30, 2005 ...........................   $500,000
                    December 31, 2005 .......................   $500,000
                    June 30, 2006 ...........................   $500,000
                    December 31, 2006 .......................   $500,000
                    June 30, 2007 ...........................   $500,000
                    December 31, 2007 .......................   $500,000
                    June 30, 2008 ...........................   $500,000
                    December 31, 2008 .......................   $500,000
                    June 30, 2009 ...........................   $500,000
                    Tranche D Maturity Date .................   $393,000,000


                           (b) To the extent not previously paid, all Tranche D
         Term Loans shall be due and payable on the Tranche D Maturity Date.

                           (c) Any prepayment of a Term Borrowing shall be
         applied to reduce the subsequent scheduled repayments of the Term
         Borrowings to be made pursuant to this Section ratably. Notwithstanding
         the foregoing, any prepayment of Eurocurrency Term Borrowings made
         pursuant to Section 2.11(a) on a date that is (x) the last day of an
         Interest Period and (y) no more than five days prior to a scheduled
         amortization payment pursuant to this Section shall be applied, first,
         to reduce such scheduled payment, and any excess shall be applied as
         required by the first sentence of this Section 2.10(c).

                           (d) Prior to any repayment of any Term Borrowings
         hereunder, the Parent Borrower shall select the Borrowing or Borrowings
         to be repaid and shall notify the Administrative Agent by telephone
         (confirmed by telecopy) of such selection not later than 11:00 a.m.,
         New York City time, three Business Days before the scheduled date of
         such repayment. Each repayment of a Borrowing shall be applied ratably
         to the Loans included in the repaid Borrowing. Repayments of Term
         Borrowings shall be accompanied by accrued interest on the amount
         repaid.

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                                                                              73


                           SECTION 2.11. Prepayment of Loans. (a) The Parent
         Borrower and the Foreign Subsidiary Borrowers, as the case may be,
         shall have the right at any time and from time to time to prepay any
         Borrowing in whole or in part, subject to the requirements of this
         Section.

                           (b) In the event and on such occasion that the sum of
         the Revolving Exposures exceeds the total Revolving Commitments, the
         Parent Borrower and the Foreign Subsidiary Borrowers, as the case may
         be, shall prepay Revolving Borrowings or Swingline Borrowings (or, if
         no such Borrowings are outstanding, deposit cash collateral in an
         account with the Administrative Agent pursuant to Section 2.05(j)) in
         an aggregate amount equal to such excess.

                           (c) In the event that the sum of the Foreign Currency
         Exposures exceeds (i) 105% of the total Foreign Currency Commitments
         solely as a result of currency fluctuations or (ii) the total Foreign
         Currency Commitments (other than as a result of currency fluctuations),
         the Foreign Subsidiary Borrowers shall prepay Foreign Currency
         Borrowings (or if no such Borrowings are outstanding, deposit cash
         collateral in an account with the Administrative Agent pursuant to
         Section 2.05(j)) in an amount equal to the amount by which the sum of
         Foreign Currency Exposures exceed the total Foreign Currency
         Commitments no later than in the case of clause (i) above the next
         Interest Payment Date and in the case of clause (ii), the first
         Business Day that such excess exists.

                           (d)(1) In the event and on each occasion that any Net
         Proceeds are received by or on behalf of Holdings, the Parent Borrower
         or any Subsidiary in respect of any Prepayment Event (other than TriMas
         Available Proceeds and TriMas Specified Proceeds), the Parent Borrower
         shall, within three Business Days after such Net Proceeds are received,
         prepay Term Borrowings in an aggregate amount equal to such Net
         Proceeds; provided that, in the case of any event described in clause
         (a) of the definition of the term Prepayment Event, if Holdings or the
         Parent Borrower shall deliver, within such three Business Days, to the
         Administrative Agent a certificate of a Financial Officer to the effect
         that Holdings, the Parent Borrower and the Subsidiaries intend to apply
         the Net Proceeds from such event (or a portion thereof specified in
         such certificate), within 365 days after receipt of such Net Proceeds,
         to acquire real property, equipment or other tangible assets to be used
         in the business of the Parent Borrower and the Subsidiaries, and
         certifying that no Default has occurred and is continuing, then no
         prepayment shall be required pursuant to this paragraph in respect of
         the Net Proceeds in


<PAGE>
                                                                              74


         respect of such event (or the portion of such Net Proceeds specified in
         such certificate, if applicable) except to the extent of any such Net
         Proceeds therefrom that have not been so applied by the end of such
         365-day period, at which time a prepayment shall be required in an
         amount equal to such Net Proceeds that have not been so applied.

                           (2) In the event that $205,000,000 of the TriMas
         Specified Proceeds are not applied to repurchase, redeem, repay or
         otherwise retire the Convertible Debentures or an irrevocable notice of
         redemption and deposit of such proceeds has not been delivered to the
         trustee thereunder within 90 days of the date that the TriMas
         Transaction is consummated, the Parent Borrower shall promptly
         thereafter apply the amount of TriMas Specified Proceeds not so used to
         prepay Term Borrowings.

                           (e) In the event and on each occasion that any Net
         Proceeds are received by or on behalf of Holdings, the Parent Borrower
         or any Subsidiary in respect of any Specified Prepayment Event, the
         Parent Borrower shall, within three Business Days after such Net
         Proceeds are received, prepay Term Borrowings in an aggregate amount
         equal to such Net Proceeds.

                           (f) Following the end of each fiscal year of the
         Parent Borrower, commencing with the fiscal year ending December 31,
         2001, the Parent Borrower shall prepay Term Borrowings in an aggregate
         amount equal to 75% of Excess Cash Flow for such fiscal year; provided
         that such percentage shall be reduced from 75% to 50% with respect to
         the prepayment under this paragraph (f), if the Parent Borrower's
         Leverage Ratio as of the last fiscal quarter preceding the applicable
         prepayment date is less than 3.00 to 1.00. Each prepayment pursuant to
         this paragraph shall be made on or before the date on which financial
         statements are delivered pursuant to Section 5.01 with respect to the
         fiscal year for which Excess Cash Flow is being calculated (and in any
         event within 95 days after the end of such fiscal year).

                           (g) Prior to any optional or mandatory prepayment of
         Borrowings hereunder, the Parent Borrower (on behalf of itself and the
         Foreign Subsidiary Borrowers) shall select the Borrowing or Borrowings
         to be prepaid and shall specify such selection in the notice of such
         prepayment pursuant to paragraph (h) of this Section.

                           (h) The Parent Borrower (on behalf of itself and the
         Foreign Subsidiary Borrowers) shall notify the Administrative Agent
         (and, in the case of prepayment of a


<PAGE>
                                                                              75


         Swingline Loan, the Swingline Lender) by telephone (confirmed by
         telecopy) of any prepayment hereunder (i) in the case of prepayment of
         a Eurocurrency Borrowing, not later than 12:00 noon, New York City
         time, three Business Days before the date of prepayment, (ii) in the
         case of prepayment of an ABR Borrowing, not later than 12:00 noon, New
         York City time, one Business Day before the date of prepayment or (iii)
         in the case of prepayment of a Swingline Loan, not later than 12:00
         noon, New York City time, on the date of prepayment. Each such notice
         shall be irrevocable and shall specify the prepayment date, the
         principal amount of each Borrowing or portion thereof to be prepaid
         and, in the case of a mandatory prepayment, a reasonably detailed
         calculation of the amount of such prepayment; provided that, if a
         notice of optional prepayment is given in connection with a conditional
         notice of termination of the Revolving Commitments as contemplated by
         Section 2.08, then such notice of prepayment may be revoked if such
         notice of termination is revoked in accordance with Section 2.08.
         Promptly following receipt of any such notice (other than a notice
         relating solely to Swingline Loans), the Administra tive Agent shall
         advise the Lenders of the contents thereof. Each partial prepayment of
         any Borrowing shall be in an amount that would be permitted in the case
         of an advance of a Borrowing of the same Type as provided in Section
         2.02, except as necessary to apply fully the required amount of a
         mandatory prepayment. Each prepayment of a Borrowing shall be applied
         ratably to the Loans included in the prepaid Borrowing. Prepayments
         shall be accompanied by accrued interest to the extent required by
         Section 2.13.

                           SECTION 2.12. Fees. (a) The Parent Borrower (on
         behalf of itself and the Foreign Subsidiary Borrowers) agrees to pay to
         the Administrative Agent for the account of each Lender a commitment
         fee, which shall accrue at the Applicable Rate on the average daily
         unused amount of each Commitment of such Lender during the period from
         and including the Effective Date to but excluding the date on which
         such Commitment terminates. Accrued commitment fees shall be payable in
         arrears (i) in the case of commitment fees in respect of the Revolving
         Commitments, on the last day of March, June, September and December of
         each year and on the date on which the Revolving Commitments terminate,
         commencing on the first such date to occur after the date hereof and
         (ii) in the case of commitment fees in respect of the Tranche D Term
         Commitments, on the Effective Date or any earlier date on which such
         Commitments terminate. All commitment fees shall be computed on the
         basis of a year of 360 days and shall be payable for the actual number
         of days elapsed (including the first day but excluding the last day).
         For purposes of computing commitment fees with


<PAGE>
                                                                              76


         respect to Revolving Commitments, a Revolving Commitment of a Lender
         shall be deemed to be used to the extent of the outstanding Revolving
         Loans and LC Exposure of such Lender (and the Swingline Exposure of
         such Lender shall be disregarded for such purpose).

                           (b) The Parent Borrower (on behalf of itself and the
         Foreign Subsidiary Borrowers) agrees to pay (i) to the Administrative
         Agent for the account of each Revolving Lender a participation fee with
         respect to its participa tions in Letters of Credit, which shall accrue
         at the same Applicable Rate as interest on Eurocurrency Revolving Loans
         on the average daily amount of such Lender's LC Exposure (excluding any
         portion thereof attributable to unreimbursed LC Disbursements) during
         the period from and including the Effective Date to but excluding the
         later of the date on which such Lender's Revolving Commitment
         terminates and the date on which such Lender ceases to have any LC
         Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
         accrue at the rate of 0.25% per annum on the average daily amount of
         the LC Exposure (excluding any portion thereof attributable to
         unreimbursed LC Disbursements) during the period from and including the
         Effective Date to but excluding the later of the date of termination of
         the Revolving Commitments and the date on which there ceases to be any
         LC Exposure, as well as the Issuing Bank's standard fees with respect
         to the issuance, amendment, renewal or extension of any Letter of
         Credit or processing of drawings thereunder. Participation fees and
         fronting fees accrued through and including the last day of March,
         June, September and December of each year shall be payable on the third
         Business Day following such last day, commencing on the first such date
         to occur after the Effective Date; provided that all such fees shall be
         payable on the date on which the Revolving Commitments terminate and
         any such fees accruing after the date on which the Revolving
         Commitments terminate shall be payable on demand. Any other fees
         payable to the Issuing Bank pursuant to this paragraph shall be payable
         within 10 days after demand. All participation fees and fronting fees
         shall be computed on the basis of a year of 360 days and shall be
         payable for the actual number of days elapsed (including the first day
         but excluding the last day).

                           (c) The Parent Borrower (on behalf of itself and the
         Foreign Subsidiary Borrowers) agrees to pay to the Administrative
         Agent, for its own account, fees payable in the amounts and at the
         times separately agreed upon between the Parent Borrower and the
         Administrative Agent.

<PAGE>
                                                                              77



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

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

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

                           (c) Notwithstanding the foregoing, if any principal
         of or interest on any Loan or any fee or other amount payable by the
         Parent Borrower or the Foreign Subsidiary Borrowers, as the case may
         be, hereunder is not paid when due, whether at stated maturity, upon
         acceleration or otherwise, such overdue amount shall bear interest,
         after as well as before judgment, at a rate per annum equal to (i) in
         the case of overdue principal of any Loan, 2% plus the rate otherwise
         applicable to such Loan as provided in the preceding paragraphs of this
         Section or (ii) in the case of any other amount, 2% plus the rate
         applicable to ABR Revolving Loans as provided in paragraph (a) of this
         Section.

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

                           (e) All interest hereunder shall be computed on the
         basis of a year of 360 days, except that (i) interest on a Foreign
         Currency Borrowing denominated in Sterling and (ii) interest computed
         by reference to the Alternate Base


<PAGE>
                                                                              78


         Rate at times when the Alternate Base Rate is based on the Prime Rate
         shall be computed on the basis of a year of 365 days (or 366 days in a
         leap year), and in each case shall be payable for the actual number of
         days elapsed (including the first day but excluding the last day). The
         applicable Alternate Base Rate or Adjusted LIBO Rate shall be
         determined by the Administrative Agent, and such determination shall be
         conclusive absent manifest error.

                           SECTION 2.14. Alternate Rate of Interest. If prior to
         the commencement of any Interest Period for a Eurocurrency Borrowing
         denominated in any currency:

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

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

         then the Administrative Agent shall give notice thereof to the Parent
         Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) and
         the Lenders by telephone or telecopy as promptly as practicable
         thereafter and, until the Administrative Agent notifies the Parent
         Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) and
         the Lenders that the circumstances giving rise to such notice no longer
         exist, (i) any Interest Election Request that requests the conversion
         of any Borrowing denominated in such currency to, or continuation of
         any Borrowing denominated in such currency as, a Eurocurrency Borrowing
         shall be ineffective, and any Eurocurrency Borrowing denominated in
         such currency that is requested to be continued (A) if such currency is
         the dollar, shall be converted to an ABR Borrowing on the last day of
         the Interest Period applicable thereto and (B) if such currency is a
         Foreign Currency, shall be repaid on the last day of the Interest
         Period applicable thereto and (ii) if any Borrowing Request requests a
         Eurocurrency Borrowing denominated in such currency (A) if such
         currency is the dollar, such Borrowing shall be made as an ABR
         Borrowing and (B) if such currency is a Foreign Currency, such
         Borrowing Request shall be ineffective.

<PAGE>
                                                                              79



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

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

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

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

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

<PAGE>
                                                                              80


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

                           (d) Failure or delay on the part of any Lender or the
         Issuing Bank to demand compensation pursuant to this Section shall not
         constitute a waiver of such Lender's or the Issuing Bank's right to
         demand such compensation; provided that neither the Parent Borrower nor
         any Foreign Subsidiary Borrower shall be required to compensate a
         Lender or the Issuing Bank pursuant to this Section for any increased
         costs or reductions incurred more than 270 days prior to the date that
         such Lender or the Issuing Bank, as the case may be, notifies the
         Parent Borrower (on behalf of itself and the Foreign Subsidiary
         Borrowers) of the Change in Law giving rise to such increased costs or
         reductions and of such Lender's or the Issuing Bank's intention to
         claim compensation therefor; provided further that, if the Change in
         Law giving rise to such increased costs or reductions is retroactive,
         then the 270-day period referred to above shall be extended to include
         the period of retroactive effect thereof.

                           SECTION 2.16. Break Funding Payments. In the event of
         (a) the payment of any principal of any Eurocur rency Loan other than
         on the last day of an Interest Period applicable thereto (including as
         a result of an Event of Default), (b) the conversion of any
         Eurocurrency Loan other than on the last day of the Interest Period
         applicable thereto, (c) the failure to borrow, convert, continue or
         prepay any Revolving Loan or Term Loan on the date specified in any
         notice delivered pursuant hereto (regardless of whether such notice may
         be revoked under Section 2.11(h) and is revoked in accordance
         therewith) or (d) the assignment of any Eurocurrency Loan other than on
         the last day of the Interest Period applicable thereto as a result of a
         request by the Parent Borrower or any Foreign Subsidiary Borrower
         pursuant to Section 2.19, then, in any such event, the Parent Borrower
         or the applicable Foreign Subsidiary Borrower, as the case may be,
         shall compensate each Lender for the loss, cost and expense
         attributable to such event. In the case of a Eurocurrency Loan, such
         loss, cost or expense to any Lender shall be deemed to include an
         amount


<PAGE>
                                                                              81


         determined by such Lender to be the excess, if any, of (i) the amount
         of interest which would have accrued on the principal amount of such
         Loan had such event not occurred, at the Adjusted LIBO Rate that would
         have been applicable to such Loan, for the period from the date of such
         event to the last day of the then current Interest Period therefor (or,
         in the case of a failure to borrow, convert or continue, for the period
         that would have been the Interest Period for such Loan), over (ii) the
         amount of interest which would accrue on such principal amount for such
         period at the interest rate which such Lender would bid were it to bid,
         at the commencement of such period, for deposits in the applicable
         currency of a comparable amount and period from other banks in the
         Eurocurrency market. A certificate of any Lender setting forth any
         amount or amounts that such Lender is entitled to receive pursuant to
         this Section shall be delivered to the Parent Borrower (on behalf of
         itself and the Foreign Subsidiary Borrowers) and shall be conclusive
         absent manifest error. The Parent Borrower or the applicable Foreign
         Subsidiary Borrower, as the case may be, shall pay such Lender the
         amount shown as due on any such certificate within 10 days after
         receipt thereof.

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

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

                           (c) The Parent Borrower and each Foreign Subsidiary
         Borrower, as the case may be, shall indemnify the Administrative Agent,
         each Lender and the Issuing Bank,


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         within 10 Business Days after written demand therefor, for the full
         amount of any Indemnified Taxes or Other Taxes paid by the
         Administrative Agent, such Lender or the Issuing Bank, as the case may
         be, on or with respect to any payment by or on account of any
         obligation of the Parent Borrower and each Foreign Subsidiary Borrower,
         as the case may be, hereunder or under any other Loan Document
         (including Indemnified Taxes or Other Taxes imposed or asserted on or
         attributable to amounts payable under this Section) and any penalties,
         interest and reasonable expenses arising therefrom or with respect
         thereto, whether or not such Indemnified Taxes or Other Taxes were
         correctly or legally imposed or asserted by the relevant Governmental
         Authority. A certificate as to the amount of such payment or liability
         delivered to the Parent Borrower or any Foreign Subsidiary Borrower, as
         the case may be, by a Lender or the Issuing Bank, or by the
         Administrative Agent on its own behalf or on behalf of a Lender or the
         Issuing Bank, shall be conclusive absent manifest error.

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

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

                           (f) If the Administrative Agent or a Lender (or a
         transferee) determines, in its sole discretion, that it has received a
         refund of any Taxes or Other Taxes as to which it has been indemnified
         by the Parent Borrower or any Foreign Subsidiary Borrower or with
         respect to which the Parent Borrower (on behalf of itself and the
         Foreign Subsidiary


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                                                                              83


         Borrowers) has paid additional amounts pursuant to this Section 2.17,
         it shall pay over such refund to the Parent Borrower (but only to the
         extent of indemnity payments made, or additional amounts paid, by the
         Parent Borrower or any Foreign Subsidiary Borrower under this Section
         2.17 with respect to the Taxes or the Other Taxes giving rise to such
         refund), net of all out-of-pocket expenses of the Administrative Agent
         or such Lender (or Transferee) and without interest (other than any
         interest paid by the relevant Governmental Authority with respect to
         such refund); provided, however, that the Parent Borrower or any
         Foreign Subsidiary Borrower, upon the request of the Administrative
         Agent or such Lender (or Transferee), agrees to repay the amount paid
         over to the Parent Borrower (plus any penalties, interest or other
         charges imposed by the relevant Governmental Authority) to the
         Administrative Agent or such Lender (or Transferee) in the event the
         Administrative Agent or such Lender (or Transferee) is required to
         repay such refund to such Governmental Authority. Nothing contained in
         this Section 2.17(f) shall require the Administrative Agent or any
         Lender to make available its tax returns or any other information
         relating to its taxes which it deems confidential to the Parent
         Borrower or any other person.

                           SECTION 2.18. Payments Generally; Pro Rata Treatment;
         Sharing of Set-offs. (a) The Parent Borrower (on behalf of itself and
         the Foreign Subsidiary Borrowers) shall make each payment required to
         be made by it hereunder or under any other Loan Document (whether of
         principal, interest, fees or reimbursement of LC Disbursements, or of
         amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) on or
         before the time expressly required hereunder or under such other Loan
         Document for such payment (or, if no such time is expressly required,
         prior to 12:00 noon, New York City time, or if the applicable Loan is a
         Foreign Currency Loan, London time), on the date when due, in
         immediately available funds, without set-off or counterclaim. Any
         amounts received after such time on any date may, in the discretion of
         the Administrative Agent, be deemed to have been received on the next
         succeeding Business Day for purposes of calculating interest thereon.
         All such payments shall be made to the Administrative Agent at its
         offices at 270 Park Avenue, New York, New York (unless otherwise
         instructed in the case of Foreign Currency Loans), except payments to
         be made directly to the Issuing Bank or Swingline Lender as expressly
         provided herein and except that payments pursuant to Sections 2.15,
         2.16, 2.17 and 10.03 shall be made directly to the Persons entitled
         thereto and payments pursuant to other Loan Documents shall be made to
         the Persons specified therein. The Administrative Agent


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         shall distribute any such payments received by it for the account of
         any other Person to the appropriate recipient promptly following
         receipt thereof. If any payment under any Loan Document shall be due on
         a day that is not a Business Day, the date for payment shall be
         extended to the next succeeding Business Day, and, in the case of any
         payment accruing interest, interest thereon shall be payable for the
         period of such extension. Subject to Section 9.01, all payments under
         each Loan Document of principal or interest in respect of any Loan or
         LC Disbursement shall be made in the currency of such Loan or LC
         Disbursement; all other payments hereunder and under each other Loan
         Document shall be made in dollars.

                           (b) If at any time insufficient funds are received by
         and available to the Administrative Agent to pay fully all amounts of
         principal, unreimbursed LC Disburse ments, interest and fees then due
         hereunder, such funds shall be applied (i) first, towards payment of
         interest and fees then due hereunder, ratably among the parties
         entitled thereto in accordance with the amounts of interest and fees
         then due to such parties, and (ii) second, towards payment of principal
         and unreimbursed LC Disbursements then due hereunder, ratably among the
         parties entitled thereto in accordance with the amounts of principal
         and unreimbursed LC Disbursements then due to such parties.

                           (c) If any Lender shall, by exercising any right of
         set-off or counterclaim or otherwise, obtain payment in respect of any
         principal of or interest on any of its Revolving Loans, Term Loans or
         participations in LC Disbursements or Swingline Loans resulting in such
         Lender receiving payment of a greater proportion of the aggregate
         amount of its Revolving Loans, Term Loans and participations in LC
         Disbursements and Swingline Loans and accrued interest thereon than the
         proportion received by any other Lender, then the Lender receiving such
         greater proportion shall purchase (for cash at face value)
         participations in the Revolving Loans, Term Loans and participations in
         LC Disbursements and Swingline Loans of other Lenders to the extent
         necessary so that the benefit of all such payments shall be shared by
         the Lenders ratably in accordance with the aggregate amount of
         principal of and accrued interest on their respective Revolving Loans,
         Term Loans and participa tions in LC Disbursements and Swingline Loans;
         provided that (i) if any such participations are purchased and all or
         any portion of the payment giving rise thereto is recovered, such
         participations shall be rescinded and the purchase price restored to
         the extent of such recovery, without interest, and (ii) the provisions
         of this paragraph shall not be construed to apply to any payment made
         by the Parent


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                                                                              85


         Borrower or any Foreign Subsidiary Borrower pursuant to and in
         accordance with the express terms of this Agreement or any payment
         obtained by a Lender as consideration for the assignment of or sale of
         a participation in any of its Loans or participations in LC
         Disbursements to any assignee or participant, other than to the Parent
         Borrower or any Subsidiary or Affiliate thereof (as to which the
         provisions of this paragraph shall apply). The Parent Borrower and each
         Foreign Subsidiary Borrower consents to the foregoing and agrees, to
         the extent it may effectively do so under applicable law, that any
         Lender acquiring a participation pursuant to the foregoing arrangements
         may exercise against the Parent Borrower or any Foreign Subsidiary
         Borrower, as the case may be, rights of set-off and counterclaim with
         respect to such participation as fully as if such Lender were a direct
         creditor of the Parent Borrower or such Foreign Subsidiary Borrower in
         the amount of such participation.

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

                           (e) If any Lender shall fail to make any payment
         required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e),
         2.06(b), 2.18(d) or 10.03(c), then the Administrative Agent may, in its
         discretion (notwithstanding any contrary provision hereof), apply any
         amounts thereafter received by the Administrative Agent for the account
         of such Lender to satisfy such Lender's obligations under such


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         Sections until all such unsatisfied obligations are fully paid.

                           SECTION 2.19. Mitigation Obligations; Replacement of
         Lenders. (a) If any Lender requests compensation under Section 2.15, or
         if the Parent Borrower or any Foreign Subsidiary Borrower is required
         to pay any additional amount to any Lender or any Governmental
         Authority for the account of any Lender pursuant to Section 2.17, then
         such Lender shall use reasonable efforts to designate a different
         lending office for funding or booking its Loans hereunder or to assign
         its rights and obligations hereunder to another of its offices,
         branches or affiliates, if, in the judgment of such Lender, such
         designation or assignment (i) would eliminate or reduce amounts payable
         pursuant to Section 2.15 or 2.17, as the case may be, in the future and
         (ii) would not subject such Lender to any unreimbursed cost or expense
         and would not otherwise be disadvantageous to such Lender. The Parent
         Borrower (on behalf of itself and the Foreign Subsidiary Borrowers)
         hereby agrees to pay all reasonable costs and expenses incurred by any
         Lender in connection with any such designation or assignment.

                           (b) If any Lender requests compensation under Section
         2.15, or if the Parent Borrower or any Foreign Subsidiary Borrower is
         required to pay any additional amount to any Lender or any Governmental
         Authority for the account of any Lender pursuant to Section 2.17, or if
         any Lender defaults in its obligation to fund Loans hereunder, then the
         Parent Borrower (on behalf of itself and the Foreign Subsidiary
         Borrowers) may, at its sole expense and effort, upon notice to such
         Lender and the Administrative Agent, require such Lender to assign and
         delegate, without recourse (in accordance with and subject to the
         restrictions contained in Section 10.04), all its interests, rights and
         obligations under this Agreement to an assignee selected by the Parent
         Borrower that shall assume such obligations (which assignee may be
         another Lender, if a Lender accepts such assignment); provided that (i)
         the Parent Borrower (on behalf of itself and the Foreign Subsidiary
         Borrowers) shall have received the prior written consent of the
         Administrative Agent (and, if a Revolving Commitment is being assigned,
         the Issuing Bank and Swingline Lender), which consent shall not
         unreasonably be withheld, (ii) such Lender shall have received payment
         of an amount equal to the outstanding principal of its Loans and
         participations in LC Disbursements and Swingline Loans, accrued
         interest thereon, accrued fees and all other amounts payable to it
         hereunder, from the assignee (to the extent of such outstanding
         principal and accrued interest and fees) or the Parent Borrower and the
         Foreign Subsidiary Borrowers (in the case


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         of all other amounts) and (iii) in the case of any such assignment
         resulting from a claim for compensation under Section 2.15 or payments
         required to be made pursuant to Section 2.17, such assignment will
         result in a material reduction in such compensation or payments. A
         Lender shall not be required to make any such assignment and delegation
         if, prior thereto, as a result of a waiver by such Lender or otherwise,
         the circumstances entitling the Parent Borrower or any Foreign
         Subsidiary Borrower to require such assignment and delegation cease to
         apply.

                           SECTION 2.20. Additional Reserve Costs. (a) If and so
         long as any Revolving Lender is required to make special deposits with
         the Bank of England, to maintain reserve asset ratios or to pay fees,
         in each case in respect of such Revolving Lender's Foreign Currency
         Loans, such Revolving Lender may require the relevant Foreign
         Subsidiary Borrower to pay, contemporaneously with each payment of
         interest on each of such Foreign Currency Loans, additional interest on
         such Foreign Currency Loan at a rate per annum equal to the Mandatory
         Costs Rate calculated in accordance with the formula and in the manner
         set forth in Exhibit I hereto.

                           (b) If and so long as any Revolving Lender is
         required to comply with reserve assets, liquidity, cash margin or other
         requirements of any monetary or other authority (including any such
         requirement imposed by the European Central Bank or the European System
         of Central Banks, but excluding requirements reflected in the Statutory
         Reserve Rate or the Mandatory Costs Rate) in respect of any of such
         Revolving Lender's Foreign Currency Loans, such Revolving Lender may
         require the relevant Foreign Subsidiary Borrower to pay,
         contemporaneously with each payment of interest on each of such
         Revolving Lender's Foreign Currency Loans subject to such requirements,
         additional interest on such Foreign Currency Loan at a rate per annum
         specified by such Revolving Lender to be the cost to such Revolving
         Lender of complying with such requirements in relation to such Foreign
         Currency Loan.

                           (c) Any additional interest owed pursuant to
         paragraph (a) or (b) above shall be determined by the relevant
         Revolving Lender, which determination shall be conclusive absent
         manifest error, and notified to the Parent Borrower (on behalf of the
         relevant Foreign Subsidiary Borrower) (with a copy to the
         Administrative Agent)) at least five Business Days before each date on
         which interest is payable for the relevant Foreign Currency Loan, and
         such additional interest so notified by such Revolving Lender shall be
         payable to the Administrative Agent for the account


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         of such Revolving Lender on each date on which interest is payable for
         such Foreign Currency Loan.

                           SECTION 2.21. Designation of Foreign Subsidiary
         Borrowers. The Parent Borrower may at any time and from time to time
         designate any Foreign Subsidiary as a Foreign Subsidiary Borrower, by
         delivery to the Administrative Agent of a Foreign Subsidiary Borrowing
         Agreement executed by such Foreign Subsidiary and the Parent Borrower,
         and upon such delivery such Foreign Subsidiary shall for all purposes
         of this Agreement and the other Loan Documents be a Foreign Subsidiary
         Borrower until the Parent Borrower shall terminate such designation
         pursuant to a termination agreement satisfactory to the Administrative
         Agent, whereupon such Foreign Subsidiary shall cease to be a Foreign
         Subsidiary Borrower and a party to this Agreement and any other
         applicable Loan Documents. Notwithstanding the preceding sentence, no
         such termination will become effective as to any Foreign Subsidiary
         Borrower at a time when any principal of or interest on any Loan to
         such Foreign Subsidiary Borrower is outstanding. As soon as practicable
         upon receipt of a Foreign Subsidiary Borrowing Agreement, the
         Administrative Agent shall send a copy thereof to each Lender.

                           SECTION 2.22. Foreign Subsidiary Borrower Costs. (a)
         If the cost to any Revolving Lender of making or maintaining any
         Foreign Currency Loan to a Foreign Subsidiary Borrower is increased (or
         the amount of any sum received or receivable by any Revolving Lender
         (or its applicable lending office) is reduced) by an amount deemed in
         good faith by such Revolving Lender to be material, by reason of the
         fact that such Foreign Subsidiary Borrower is incorporated in, or
         conducts business in, a jurisdiction outside the United States, such
         Foreign Subsidiary Borrower shall indemnify such Revolving Lender for
         such increased cost or reduction within 15 days after demand by such
         Revolving Lender (with a copy to the Administrative Agent). A
         certificate of such Revolving Lender claiming compensation under this
         paragraph and setting forth the additional amount or amounts to be paid
         to it hereunder (and the basis for the calculation of such amount or
         amounts) shall be conclusive in the absence of manifest error.

                           (b) Each Revolving Lender will promptly notify the
         Parent Borrower (on behalf of the relevant Foreign Subsidiary Borrower)
         and the Administrative Agent of any event of which it has knowledge
         that will entitle such Revolving Lender to additional interest or
         payments pursuant to paragraph (a) above, but in any event within 45
         days after such Revolving Lender obtains actual knowledge


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         thereof; provided that (i) if any Revolving Lender fails to give such
         notice within 45 days after it obtains actual knowledge of such an
         event, such Revolving Lender shall, with respect to compensation
         payable pursuant to this Section 2.21 in respect of any costs resulting
         from such event, only be entitled to payment under this Section 2.21
         for costs incurred from and after the date 45 days prior to the date
         that such Revolving Lender does give such notice and (ii) each
         Revolving Lender will designate a different applicable lending office,
         if, in the judgment of such Revolving Lender, such designation will
         avoid the need for, or reduce the amount of, such compensation and will
         not be otherwise disadvantageous to such Revolving Lender.


                                   ARTICLE III

                         Representations and Warranties

                           Each of Holdings, the Parent Borrower and each
         Foreign Subsidiary Borrower (as to itself only) represents and warrants
         to the Lenders that:

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

                           SECTION 3.02. Authorization; Enforceability. The
         Transactions to be entered into by each Loan Party are within such Loan
         Party's powers and have been duly authorized by all necessary action.
         This Agreement has been duly executed and delivered by each of Holdings
         and the Parent Borrower and constitutes, and each other Loan Document
         to which any Loan Party is to be a party, when executed and delivered
         by such Loan Party, will constitute, a legal, valid and binding
         obligation of Holdings, the Parent Borrower or such Loan Party (as the
         case may be), enforceable in accordance with its terms, subject to
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         laws affecting creditors' rights generally and subject to general
         principles of equity, regardless of whether considered in a proceeding
         in equity or at law.

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                                                                              90


                           SECTION 3.03. Governmental Approvals; No Conflicts.
         The Transactions (a) do not require any consent or approval of,
         registration or filing with, or any other action by, any Governmental
         Authority, except (x) such as have been obtained or made and are in
         full force and effect, (y) filings necessary to perfect Liens created
         under the Loan Documents and (z) consents, approvals, registrations,
         filings or actions the failure of which to obtain or perform could not
         reasonably be expected to result in a Material Adverse Effect, (b) will
         not violate any applicable law or regulation or the charter, by-laws or
         other organizational documents of Holdings, the Parent Borrower or any
         of its Subsidiaries (including the Receivables Subsidiary) or any order
         of any Governmental Authority, (c) will not violate or result in a
         default under any indenture, agreement or other instrument binding upon
         Holdings, the Parent Borrower or any of its Subsidiaries (including the
         Receivables Subsidiary) or its assets, or give rise to a right
         thereunder to require any payment to be made by Holdings, the Parent
         Borrower or any of its Subsidiaries (including the Receivables
         Subsidiary), except for violations, defaults or the creation of such
         rights that could not reasonably be expected to result in a Material
         Adverse Effect, and (d) will not result in the creation or imposition
         of any Lien on any asset of Holdings, the Parent Borrower or any of its
         Subsidiaries (including the Receivables Subsidiary), except Liens
         created under the Loan Documents and Liens permitted by Section 6.02.

                           SECTION 3.04. Financial Condition; No Material
         Adverse Change. (a) Holdings has heretofore furnished to the Lenders
         its consolidated balance sheet and statements of income, stockholders
         equity and cash flows (i) as of and for the fiscal year ended December
         31, 2001, reported on by PriceWaterhouseCoopers LLP, independent public
         accountants, and (ii) as of and for the fiscal quarter and the portion
         of the fiscal year ended March 31, 2002, certified by its chief
         financial officer. Such financial statements present fairly, in all
         material respects, the financial position and results of operations and
         cash flows of Holdings and its consolidated Subsidiaries as of such
         dates and for such periods in accordance with GAAP, subject to year-end
         audit adjustments and the absence of footnotes in the case of the
         statements referred to in clause (ii) above.

                           (b) Except as disclosed in the financial statements
         referred to above or the notes thereto or in the Information
         Memorandum, except for the Disclosed Matters and except for liabilities
         arising as a result of the Transac tions, after giving effect to the
         Transactions, none of Holdings, the Parent Borrower or the Subsidiaries
         (including


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         the Receivables Subsidiary and the Saturn Subsidiary) has, as of the
         Effective Date, any contingent liabilities that would be material to
         Holdings, the Parent Borrower and the Subsidiaries (including the
         Receivables Subsidiary and the Saturn Subsidiary), taken as a whole.

                           (c) Since December 31, 2001, there has been no event,
         change or occurrence that, individually or in the aggregate, has had or
         could reasonably be expected to result in a Material Adverse Effect.

                           SECTION 3.05. Properties. (a) Each of Holdings, the
         Parent Borrower and its Subsidiaries has good title to, or valid
         leasehold interests in, all its real and personal property material to
         its business (including its Mortgaged Properties), except for minor
         defects in title that do not interfere with its ability to conduct its
         business as currently conducted or to utilize such properties for their
         intended purposes.

                           (b) Each of Holdings, the Parent Borrower and its
         Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
         copyrights, patents and other intellectual property material to its
         business, and the use thereof by Holdings, the Parent Borrower and its
         Subsidiaries does not infringe upon the rights of any other Person,
         except for any such infringements that, individually or in the
         aggregate, could not reasonably be expected to result in a Material
         Adverse Effect.

                           (c) As of the Effective Date, neither Holdings, the
         Parent Borrower nor any of its Subsidiaries has received written notice
         of any pending or contemplated condemnation proceeding affecting any
         Mortgaged Property or any sale or disposition thereof in lieu of
         condemnation. Neither any Mortgaged Property nor any interest therein
         is subject to any right of first refusal, option or other contractual
         right to purchase such Mortgaged Property or interest therein.

                           SECTION 3.06. Litigation and Environmental Matters.
         (a) There are no actions, suits or proceedings by or before any
         arbitrator or Governmental Authority pending against or, to the
         knowledge of Holdings or the Parent Borrower, threatened against or
         affecting Holdings, the Parent Borrower or any of its Subsidiaries
         (including the Receivables Subsidiary) (i) as to which there is a
         reasonable possibility of an adverse determination and that, if
         adversely determined, could reasonably be expected, individually or in
         the aggregate, to result in a Material Adverse Effect (other than the
         Disclosed Matters) or


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                                                                              92


         (ii) that involve any of the Loan Documents or the Transactions.

                           (b) Except for the Disclosed Matters and except with
         respect to any other matters that, individually or in the aggregate,
         could not reasonably be expected to result in a Material Adverse
         Effect, neither Holdings, the Parent Borrower nor any of its
         Subsidiaries (including the Receivables Subsidiary) (i) has failed to
         comply with any Environmental Law or to obtain, maintain or comply with
         any permit, license or other approval required under any Environmental
         Law, (ii) has become subject to any Environmental Liability, (iii) has
         received notice of any claim with respect to any Environmental
         Liability or (iv) knows of any basis for any Environmental Liability.

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

                           SECTION 3.07. Compliance with Laws and Agree ments.
         Each of Holdings, the Parent Borrower and its Subsidiaries (including
         the Receivables Subsidiary) is in compliance with all laws, regulations
         and orders of any Governmental Authority applicable to it or its
         property and all indentures, agreements and other instruments binding
         upon it or its property, except where the failure to do so,
         individually or in the aggregate, could not reasonably be expected to
         result in a Material Adverse Effect. No Default has occurred and is
         continuing.

                           SECTION 3.08. Investment and Holding Company Status.
         Neither Holdings, the Parent Borrower nor any of its Subsidiaries
         (including the Receivables Subsidiary) is (a) an "investment company"
         as defined in, or subject to regulation under, the Investment Company
         Act of 1940 or (b) a "holding company" as defined in, or subject to
         regula tion under, the Public Utility Holding Company Act of 1935.

                           SECTION 3.09. Taxes. Each of Holdings, the Parent
         Borrower and its Subsidiaries (including the Receivables Subsidiary)
         has timely filed or caused to be filed all Tax returns and reports
         required to have been filed and has paid or caused to be paid all Taxes
         required to have been paid by it, except (a) any Taxes that are being
         contested in good faith by appropriate proceedings and for which
         Holdings, the Parent Borrower or such Subsidiary (including the
         Receivables Subsidiaries), as applicable, has set aside on its books
         adequate reserves or (b) to the


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                                                                              93


         extent that the failure to do so could not reasonably be expected to
         result in a Material Adverse Effect.

                           SECTION 3.10. ERISA. No ERISA Event has occurred or
         is reasonably expected to occur that, when taken together with all
         other such ERISA Events for which liability is reasonably expected to
         occur, could reasonably be expected to result in a Material Adverse
         Effect. As of the Recapitalization Date, the present value of all
         accumulated benefit obligations under any one Plan (based on the
         assumptions used for purposes of Statement of Financial Accounting
         Standards No. 87) did not, as of the date of the most recent financial
         statements reflecting such amounts, exceed by more than $23,000,000 the
         fair market value of the assets of such Plan, and the present value of
         all accumulated benefit obligations of all underfunded Plans (based on
         the assumptions used for purposes of Statement of Financial Accounting
         Standards No. 87) did not, as of the date of the most recent financial
         statements reflecting such amounts, exceed by more than $40,000,000 the
         fair market value of the assets of all such underfunded Plans.

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

                           SECTION 3.12. Subsidiaries. Holdings does not have
         any subsidiaries other than the Parent Borrower, the Saturn Subsidiary
         and the Parent Borrower's Subsidiaries. Schedule 3.12 sets forth the
         name of, and the ownership interest of the Parent Borrower in, each
         Subsidiary of the


<PAGE>
                                                                              94


         Parent Borrower and identifies each Subsidiary that is a Subsidiary
         Loan Party, in each case as of the Effective Date.

                           SECTION 3.13. Insurance. As of the Effective Date,
         all premiums due in respect of material insurance policies maintained
         by or on behalf of Holdings, the Parent Borrower and the Subsidiaries
         as of the Effective Date have been paid.

                           SECTION 3.14. Labor Matters. As of the Effective
         Date, there are no strikes, lockouts or slowdowns against Holdings, the
         Parent Borrower or any Subsidiary pending or, to the knowledge of
         Holdings or the Parent Borrower, threatened that could reasonably be
         expected to have a Material Adverse Effect. All payments due from
         Holdings, the Parent Borrower or any Subsidiary, or for which any claim
         may be made against Holdings, the Parent Borrower or any Subsidiary, on
         account of wages and employee health and welfare insurance and other
         benefits, have been paid or accrued as a liability on the books of
         Holdings, the Parent Borrower or such Subsidiary. The consummation of
         the Transactions will not give rise to any right of termination or
         right of renegotiation on the part of any union under any collective
         bargaining agreement to which Holdings, the Parent Borrower or any
         Subsidiary is bound.

                           SECTION 3.15. Solvency. Immediately after the
         consummation of the Transactions to occur on the Effective Date and
         immediately following the making of each Loan made on the Effective
         Date and after giving effect to the application of the proceeds of such
         Loans, (a) the fair value of the assets of each Loan Party, at a fair
         valuation, will exceed its debts and liabilities, subordinated,
         contingent or otherwise; (b) the present fair saleable value of the
         property of each Loan Party will be greater than the amount that will
         be required to pay the probable liability of its debts and other
         liabilities, subordinated, contingent or otherwise, as such debts and
         other liabilities become absolute and matured; (c) each Loan Party will
         be able to pay its debts and liabilities, subordinated, contingent or
         otherwise, as such debts and liabilities become absolute and matured;
         and (d) the Loan Parties, on a consolidated basis, will not have
         unreasonably small capital with which to conduct the business in which
         it is engaged as such business is now conducted and is proposed to be
         conducted following the Effective Date.

                           SECTION 3.16.  Senior Indebtedness.  To
         the extent any Subordinated Debt is outstanding, the Obligations



<PAGE>
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         constitute "Senior Indebtedness" under and as defined in the
         Subordinated Debt Documents.

                           SECTION 3.17. Security Documents. (a) The Pledge
         Agreement is effective to create in favor of the Collateral Agent, for
         the benefit of the Secured Parties, a legal, valid and enforceable
         security interest in the Collateral (as defined in the Pledge
         Agreement) and, when such Collateral is delivered to the Collateral
         Agent and for so long as the Collateral Agent remains in possession of
         such Collateral, the security interest created by the Pledge Agreement
         shall constitute a perfected first priority security interest in all
         right, title and interest of the pledgor thereunder in such Collateral,
         in each case prior and superior in right to any other Person.

                           (b) The Security Agreement is effective to create in
         favor of the Collateral Agent, for the benefit of the Secured Parties,
         a legal, valid and enforceable security interest in the Collateral (as
         defined in the Security Agreement) and, when financing statements in
         appropriate form are filed in the offices specified on Schedule 6 to
         the Perfection Certificate, the security interest created by the
         Security Agreement shall constitute a perfected security interest in
         all right, title and interest of the grantors thereunder in such
         Collateral (other than the Intellectual Property (as defined in the
         Security Agreement)), in each case prior and superior in right to any
         other Person, other than with respect to Liens permitted by Section
         6.02.

                           (c) When the Security Agreement (or a summary
         thereof) is filed in the United States Patent and Trademark Office and
         the United States Copyright Office and the financing statements
         referred to in Section 3.17(b) above are appropriately filed, the
         security interest created by the Security Agreement shall constitute a
         perfected security interest in all right, title and interest of the
         grantors thereunder in the Intellectual Property (as defined in the
         Security Agreement) in which a security interest may be perfected by
         filing, recording or registering a security agreement, financing
         statement or analogous document in the United States Patent and
         Trademark Office or the United States Copyright Office, as applicable,
         in each case prior and superior in right to any other Person (it being
         understood that subsequent recordings in the United States Patent and
         Trademark Office and the United States Copyright Office and subsequent
         UCC filings may be necessary to perfect a lien on registered
         trademarks, trademark applications and copyrights acquired by the Loan
         Parties after the Effective Date), other than with respect to Liens
         permitted by Section 6.02.

<PAGE>
                                                                              96


                           (d) The Mortgages are effective to create, subject to
         the exceptions listed in each title insurance policy covering such
         Mortgage, in favor of the Collateral Agent, for the benefit of the
         Secured Parties, a legal, valid and enforceable Lien on all of the
         applicable mortgagor's right, title and interest in and to the
         Mortgaged Properties thereunder and the proceeds thereof, and when the
         Mortgages are filed in the offices specified on Schedule 3.17(d), the
         Lien created by each Mortgage shall constitute a perfected Lien on all
         right, title and interest of the applicable mortgagor in such Mortgaged
         Properties and the proceeds thereof, in each case prior and superior in
         right to any other Person, other than with respect to the rights of
         Persons pursuant to Liens permitted by Section 6.02.

                           (e) Following the execution of any Foreign Security
         Document pursuant to Section 4.03, each Foreign Security Document shall
         be effective to create in favor of the Collateral Agent, for the
         benefit of the Secured Parties, a legal, valid and enforceable security
         interest in the applicable collateral covered by such Foreign Security
         Document, and when the actions specified in such Foreign Security
         Document, if any, are completed, the security interest created by such
         Foreign Security Document shall constitute a perfected security
         interest in all right, title and interest of the grantors thereunder in
         such collateral to the full extent possible under the laws of the
         applicable foreign jurisdiction, in each case prior and superior in
         right to any other Person, other than with respect to Liens permitted
         by Section 6.02.

                           SECTION 3.18. Federal Reserve Regulations. (a) None
         of Holdings, the Parent Borrower or any of the Subsidiaries (including
         the Receivables Subsidiary) is engaged principally, or as one of its
         important activities, in the business of extending credit for the
         purpose of buying or carrying Margin Stock.

                           (b) No part of the proceeds of any Loan or any Letter
         of Credit will be used, whether directly or indirectly, and whether
         immediately, incidentally or ultimately, for any purpose that entails a
         violation of the provisions of the Regulations of the Board, including
         Regulation U or X.


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                                   ARTICLE IV

                                   Conditions

                           SECTION 4.01. Effective Date. The amendments to the
         Original Credit Agreement effected hereby and the obligations of the
         Lenders to make Loans and of the Issuing Bank to issue Letters of
         Credit hereunder shall not become effective until the date on which
         each of the following conditions is satisfied (or waived in accordance
         with Section 10.02):

                           (a) The Administrative Agent (or its counsel) shall
                  have received from the Required Lenders and each Tranche D
                  Lender either (i) a counterpart of this Agreement signed on
                  behalf of such party or (ii) written evidence satisfactory to
                  the Administrative Agent (which may include telecopy
                  transmission of a signed signature page of this Agreement)
                  that such party has signed a counterpart of this Agreement.

                           (b) The Administrative Agent shall have received such
                  documents and certificates as the Administrative Agent or its
                  counsel may reasonably request relating to the organization,
                  existence and good standing of each Loan Party, the
                  authorization of the Transactions and any other legal matters
                  relating to the Loan Parties, the Loan Documents or the
                  Transactions, all in form and substance satisfactory to the
                  Administrative Agent and its counsel.

                           (c) The Administrative Agent shall have received a
                  certificate, dated the Effective Date and signed by the
                  President, a Vice President or a Financial Officer of Holdings
                  and the Parent Borrower, confirming compliance with the
                  conditions set forth in paragraphs (a) and (b) of Section
                  4.02.

                           (d) The Administrative Agent shall have received all
                  fees and other amounts due and payable on or prior to the
                  Effective Date, including, to the extent invoiced,
                  reimbursement or payment of all out-of-pocket expenses
                  (including fees, charges and disbursements of counsel)
                  required to be reimbursed or paid by any Loan Party hereunder
                  or under any other Loan Document.

                           (e) The Administrative Agent shall have received
                  evidence that the insurance required by Section 5.07 and the
                  Security Documents is in effect.

<PAGE>
                                                                              98


                           (f) All material consents and approvals required to
                  be obtained from any Governmental Authority or other Person in
                  connection with the Transactions shall have been obtained, and
                  all applicable waiting periods and appeal periods shall have
                  expired and there shall be no governmental or judicial action,
                  actual or threatened, that could reasonably be expected to
                  restrain, prevent or impose burdensome conditions on the
                  Transactions and the other transactions contemplated hereby.

                           (g) The Parent Borrower shall have received gross
                  cash proceeds from the issuance of the Existing Subordinated
                  Notes in a public offering or Rule 144A offering or other
                  private placement, in an amount of not less than $250,000,000,
                  to one or more holders reasonably satisfactory to the
                  Administrative Agent. The terms of the Existing Subordinated
                  Notes Documents shall be reasonably satisfactory in all
                  material respects to the Administrative Agent (it being
                  understood that the terms specified in the confidential
                  offering circular related to the Existing Subordinated Notes
                  dated June 13, 2002 are satisfactory).

                           (h) After giving effect to the Transactions, none of
                  Holdings, the Parent Borrower or any of the Subsidiaries shall
                  have outstanding any shares of preferred stock or any
                  Indebtedness to a Person other than Holdings, the Parent
                  Borrower or any Subsidiary, other than (i) Indebtedness
                  incurred under the Loan Documents, (ii) the Convertible
                  Debentures, (iii) the Holdings Preferred Stock, (iv) the
                  Permitted Receivables Financing, (v) the Existing Subordinated
                  Notes and (vi) Indebtedness incurred and outstanding as of the
                  date hereof in compliance with Section 6.01 of the Original
                  Credit Agreement.

                           (i) There shall be no litigation or administrative
                  proceeding that has had or is reasonably likely to have a
                  material adverse effect on the ability of the parties to
                  consummate the Transactions or the other transactions
                  contemplated hereby.

                           (j) The consummation of the Transactions shall not
                  (a) violate any applicable law, statute, rule or regulation or
                  (b) conflict with, or result in a default or event of default
                  under, any material indenture or other agreement of Holdings
                  or any of its subsidiaries.

         Notwithstanding the foregoing, the amendments to the Original Credit
         Agreement that would be effected hereby and the obligations of the
         Lenders to make the Loans shall not


<PAGE>
                                                                              99


         become effective unless each of the foregoing conditions is satisfied
         (or waived pursuant to Section 10.02) at or prior to 6:00 p.m., New
         York City time, on June 28, 2002 (and, in the event such conditions are
         not so satisfied or waived, the Original Credit Agreement shall remain
         in effect without giving effect to any amendments thereto contemplated
         hereby). The Administrative Agent shall notify the Parent Borrower and
         the Lenders of the Effective Date, and such notice shall be conclusive
         and binding.

                           SECTION 4.02. Each Credit Event. The obligation of
         each Lender to make a Loan on the occasion of any Borrowing (other than
         (i) any Revolving Borrowing made pursuant to Section 2.05(d) and (ii)
         any continuation or conversion of a Borrowing pursuant to the terms
         hereof that does not result in the increase of the aggregate principal
         amount of the Borrowings then outstanding), and of the Issuing Bank to
         issue, amend, renew or extend any Letter of Credit, is subject to
         receipt of the request therefor in accordance herewith and to the
         satisfaction of the following conditions:

                           (a) The representations and warranties of each Loan
                  Party set forth in the Loan Documents shall be true and
                  correct on and as of the date of such Borrowing or the date of
                  issuance, amendment, renewal or extension of such Letter of
                  Credit, as applicable.

                           (b) At the time of and immediately after giving
                  effect to such Borrowing or the issuance, amendment, renewal
                  or extension of such Letter of Credit, as applicable, no
                  Default shall have occurred and be continuing.

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

                           SECTION 4.03. Credit Events Relating to Foreign
         Subsidiary Borrowers. The obligation of each Lender to make Loans to
         any Foreign Subsidiary Borrower is subject to the satisfaction of the
         following conditions:

                           (a)  With respect to the initial Credit
                  Event relating to such Foreign Subsidiary Borrower;

                                    (i) the Administrative Agent (or its
                           counsel) shall have received such Foreign Subsidiary



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                           Borrower's Foreign Subsidiary Borrowing Agreement
                           duly executed by all parties thereto; and

                                    (ii) the Administrative Agent shall have
                           received such documents (including legal opinions)
                           and certificates as the Administrative Agent or its
                           counsel may reasonably request relating to the
                           formation, existence and good standing of such
                           Foreign Subsidiary Borrower, the authorization of the
                           Foreign Currency Borrowings as they relate to such
                           Foreign Subsidiary Borrower and any other legal
                           matters relating to such Foreign Subsidiary Borrower
                           or its Foreign Subsidiary Borrowing Agreement, all in
                           form and substance satisfactory to the Administrative
                           Agent and its counsel.

                           (b) With respect to any Credit Event following which
                  (x) such Foreign Subsidiary Borrower will have borrowed more
                  than the Dollar Equivalent of $5,000,000 of Foreign Currency
                  Borrowings or (y) the aggregate amount of outstanding Foreign
                  Currency Borrowings exceeds the Dollar Equivalent of
                  $15,000,000, the Administrative Agent shall be satisfied that
                  the Foreign Security Collateral and Guarantee Agreement shall
                  be satisfied with respect to such Foreign Subsidiary Borrower
                  in the case of clause (x) and all Foreign Subsidiary Borrowers
                  in the case of clause (y).


                                    ARTICLE V

                              Affirmative Covenants

                           Until the Commitments have expired or been terminated
         and the principal of and interest on each Loan and all fees payable
         hereunder shall have been paid in full and all Letters of Credit shall
         have expired or terminated and all LC Disbursements shall have been
         reimbursed, each of Holdings, the Parent Borrower and each Foreign
         Subsidiary Borrower (as to itself only) covenants and agrees with the
         Lenders that:

                           SECTION 5.01. Financial Statements and Other
         Information. Holdings or the Parent Borrower will furnish to the
         Administrative Agent and each Lender:

                           (a) within 95 days after the end of each fiscal year
                  of Holdings, its audited consolidated and unaudited
                  consolidating balance sheet and related statements of
                  operations, stockholders' equity and cash flows as of the end
                  of and for such year, setting forth


<PAGE>
                                                                             101


                  in each case in comparative form the figures for the previous
                  fiscal year, all reported on by PriceWaterhouseCoopers LLP or
                  other independent public accountants of recognized national
                  standing (without a "going concern" or like qualification or
                  exception and without any qualification or exception as to the
                  scope of such audit) to the effect that such consolidated
                  financial statements present fairly in all material respects
                  the financial condition and results of operations of Holdings
                  and its consolidated subsi diaries on a consolidated basis in
                  accordance with GAAP consistently applied, other than any
                  change in the application of GAAP due solely to Holdings', the
                  Parent Borrower's and the Subsidiaries' transition from
                  "recapitalization accounting" to "purchase accounting" (it is
                  understood that such financial statements shall also present
                  separately financial information with respect to the
                  Receivables Subsidiary and the Saturn Subsidiary);

                           (b) within 50 days after the end of each of the first
                  three fiscal quarters of each fiscal year of Holdings, its
                  consolidated balance sheet and related statements of
                  operations, stockholders' equity and cash flows as of the end
                  of and for such fiscal quarter and the then elapsed portion of
                  the fiscal year, setting forth in each case in comparative
                  form the figures for the corresponding period or periods of
                  (or, in the case of the balance sheet, as of the end of) the
                  previous fiscal year, all certified by one of its Financial
                  Officers as presenting fairly in all material respects the
                  financial condition and results of operations of Holdings and
                  its consolidated subsidiaries on a consolidated basis in
                  accordance with GAAP consistently applied, subject to normal
                  year-end audit adjustments and the absence of footnotes (it is
                  understood that such financial statements shall also present
                  separately financial information with respect to the
                  Receivables Subsidiary and the Saturn Subsidiary);

                           (c) concurrently with any delivery of financial
                  statements under clause (a) or (b) above, a certificate of a
                  Financial Officer of Holdings or the Parent Borrower (i)
                  certifying as to whether a Default has occurred and, if a
                  Default has occurred, specifying the details thereof and any
                  action taken or proposed to be taken with respect thereto,
                  (ii) setting forth reasonably detailed calculations
                  demonstrating compliance with Sections 6.13, 6.14 and 6.15,
                  (iii) stating whether any change in GAAP or in the application
                  thereof has occurred since the date of


<PAGE>
                                                                             102


                  Holdings' audited financial statements referred to in Section
                  3.04 and, if any such change has occurred, specifying the
                  effect of such change on the financial statements accompanying
                  such certificate and (iv) identifying all Subsidiaries
                  existing on the date of such certificate and indicating, for
                  each such Subsidiary, whether such Subsidiary is a Subsidiary
                  Loan Party or a Foreign Subsidiary and whether such Subsidiary
                  was formed or acquired since the end of the previous fiscal
                  quarter;

                           (d) concurrently with any delivery of financial
                  statements under clause (a) above, (i) a certificate of the
                  accounting firm that reported on such financial statements
                  stating whether they obtained knowledge during the course of
                  their examination of such financial statements of any Default
                  (which certificate may be limited to the extent required by
                  accounting rules or guidelines) and (ii) a certificate of a
                  Financial Officer of Holdings or the Parent Borrower (A)
                  identifying any parcels of real property or improvements
                  thereto with a value exceeding $750,000 that have been
                  acquired by any Loan Party since the end of the previous
                  fiscal year, (B) identifying any changes of the type described
                  in Section 5.03(a) that have not been previously reported by
                  the Parent Borrower, (C) identifying any Permitted
                  Acquisitions that have been consummated since the end of the
                  previous fiscal year, including the date on which each such
                  Permitted Acquisition was consummated and the consideration
                  therefor, (D) identifying any Intellectual Property (as
                  defined in the Security Agreement) with respect to which a
                  notice is required to be delivered under the Security
                  Agreement and has not been previously delivered and (E)
                  identifying any Prepayment Events that have occurred since the
                  end of the previous fiscal year and setting forth a reasonably
                  detailed calculation of the Net Proceeds received from
                  Prepayment Events since the end of such previous fiscal year;

                           (e) at least 30 days prior to the commencement of
                  each fiscal year of Holdings (commencing with the fiscal year
                  ending December 31, 2002), a detailed consolidated budget for
                  such fiscal year (including a projected consolidated balance
                  sheet and related statements of projected operations and cash
                  flow as of the end of and for such fiscal year and setting
                  forth the assumptions used for purposes of preparing such
                  budget) and, promptly when available, any material


<PAGE>
                                                                             103


                  revisions of such budget that have been approved by senior
                  management of Holdings;

                           (f) promptly after the same become publicly
                  available, copies of all periodic and other reports, proxy
                  statements and other materials filed by Holdings, the Parent
                  Borrower or any Subsidiary with the Securities and Exchange
                  Commission, or any Governmental Authority succeeding to any or
                  all of the functions of said Commission, or with any national
                  securities exchange, as the case may be; and

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

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

                           (a) the occurrence of any Default;

                           (b) the filing or commencement of any action, suit or
                  proceeding by or before any arbitrator or Govern mental
                  Authority against or affecting Holdings, the Parent Borrower
                  or any Affiliate thereof that, if adversely determined, could
                  reasonably be expected to result in a Material Adverse Effect;

                           (c) the occurrence of any ERISA Event that, alone or
                  together with any other ERISA Events that have occurred, could
                  reasonably be expected to result in liability of Holdings, the
                  Parent Borrower and its Subsidiaries in an aggregate amount
                  exceeding $10,000,000; and

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

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

<PAGE>
                                                                             104



                           SECTION 5.03. Information Regarding Collateral. (a)
         The Parent Borrower will furnish to the Administrative Agent prompt
         written notice of any change (i) in any Loan Party's legal name or in
         any trade name used to identify it in the conduct of its business or in
         the ownership of its properties, (ii) in the location of any Loan
         Party's chief executive office, its principal place of business, any
         office in which it maintains books or records relating to Collateral
         owned by it or any office or facility at which Collateral owned by it
         is located (including the establish ment of any such new office or
         facility), (iii) in any Loan Party's identity or structure or (iv) in
         any Loan Party's Federal Taxpayer Identification Number. The Parent
         Borrower agrees not to effect or permit any change referred to in the
         preceding sentence unless written notice has been delivered to the
         Collateral Agent, together with all applicable information to enable
         the Administrative Agent to make all filings under the Uniform
         Commercial Code or otherwise that are required in order for the
         Collateral Agent (on behalf of the Secured Parties) to continue at all
         times following such change to have a valid, legal and perfected
         security interest in all the Collateral.

                           (b) Each year, at the time of delivery of annual
         financial statements with respect to the preceding fiscal year pursuant
         to clause (a) of Section 5.01, Holdings (on behalf of itself and the
         other Loan Parties) shall deliver to the Administrative Agent a
         certificate of a Financial Officer of Holdings (i) setting forth the
         information required pursuant to the Perfection Certificate or
         confirming that there has been no change in such information since the
         date of the Perfection Certificate delivered on the Effective Date or
         the date of the most recent certificate delivered pursuant to this
         Section and (ii) certifying that all Uniform Commercial Code financing
         statements (including fixture filings, as applicable) or other
         appropriate filings, recordings or registrations, including all
         refilings, rerecordings and reregistrations, containing a description
         of the Collateral have been filed of record in each governmental,
         municipal or other appropriate office in each jurisdiction identified
         pursuant to clause (i) above to the extent necessary to protect and
         perfect the security interests under the Collateral Agreement for a
         period of not less than 18 months after the date of such certificate
         (except as noted therein with respect to any continuation statements to
         be filed within such period).

                           SECTION 5.04. Existence; Conduct of Business. Each of
         Holdings, the Parent Borrower and the Foreign Subsidiary Borrowers
         will, and will cause each of the


<PAGE>
                                                                             105


         Subsidiaries to, do or cause to be done all things necessary to
         preserve, renew and keep in full force and effect its legal existence
         and the rights, licenses, permits, privileges, franchises, patents,
         copyrights, trademarks and trade names the loss of which would have a
         Material Adverse Effect; provided that the foregoing shall not prohibit
         any merger, consolidation, liquidation or dissolution permitted under
         Section 6.03 or disposition by Section 6.05. Holdings and the Parent
         Borrower will cause all the Equity Interests of the Foreign Subsidiary
         Borrowers to be owned, directly or indirectly, by the Parent Borrower
         or any Subsidiary.


                           SECTION 5.05. Payment of Obligations. Each of
         Holdings, the Parent Borrower and the Foreign Subsidiary Borrowers
         will, and will cause each of the Subsidiaries (including the
         Receivables Subsidiary and the Saturn Subsidiary) to, pay its
         Indebtedness and other obligations, including Tax liabilities, before
         the same shall become delinquent or in default, except where (a) the
         validity or amount thereof is being contested in good faith by appropri
         ate proceedings, (b) Holdings, the Parent Borrower the Foreign
         Subsidiary Borrowers or such Subsidiary has set aside on its books
         adequate reserves with respect thereto in accordance with GAAP, (c)
         such contest effectively suspends collection of the contested
         obligation and the enforcement of any Lien securing such obligation and
         (d) the failure to make payment pending such contest could not
         reasonably be expected to result in a Material Adverse Effect.

                           SECTION 5.06. Maintenance of Properties. Each of
         Holdings, the Parent Borrower and the Foreign Subsidiary Borrowers
         will, and will cause each of the Subsidiaries to, keep and maintain all
         property material to the conduct of their business, taken as a whole,
         in good working order and condition, ordinary wear and tear excepted;
         provided that the foregoing shall not prohibit any merger,
         consolidation, liquidation or dissolution permitted under Section 6.03
         or disposition by Section 6.05.

                           SECTION 5.07. Insurance. Each of Holdings, the Parent
         Borrower and the Foreign Subsidiary Borrowers will, and will cause each
         of the Subsidiaries to, maintain insurance in such amounts (with no
         greater risk retention) and against such risks as are customarily
         maintained by companies of established repute engaged in the same or
         similar businesses operating in the same or similar locations, except
         where the failure to do so could not reasonably be expected to result
         in a Material Adverse Effect. Such insurance shall be maintained with
         financially sound and reputable insurance companies, except that a



<PAGE>
                                                                             106


         portion of such insurance program (not to exceed that which is
         customary in the case of companies engaged in the same or similar
         business or having similar properties similarly situated) may be
         effected through self-insurance, provided adequate reserves therefor,
         in accordance with GAAP, are maintained. In addition, each of Holdings,
         the Parent Borrower and the Foreign Subsidiary Borrowers will, and will
         cause each of its Subsidiaries to, maintain all insurance required to
         be maintained pursuant to the Security Documents. The Parent Borrower
         will furnish to the Lenders, upon request of the Administrative Agent,
         information in reasonable detail as to the insurance so maintained. All
         insurance policies or certificates (or certified copies thereof) with
         respect to such insurance shall be endorsed to the Collateral Agent's
         reasonable satisfaction for the benefit of the Lenders (including,
         without limitation, by naming the Collateral Agent as loss payee or
         additional insured, as appropriate).

                           SECTION 5.08. Casualty and Condemnation. The Parent
         Borrower (a) will furnish to the Administrative Agent and the Lenders
         prompt written notice of casualty or other insured damage to any
         material portion of any Collateral having a book value or fair market
         value of $1,000,000 or more or the commencement of any action or
         proceeding for the taking of any Collateral having a book value or fair
         market value of $1,000,000 or more or any part thereof or interest
         therein under power of eminent domain or by condemnation or similar
         proceeding and (b) will ensure that the Net Proceeds of any such event
         (whether in the form of insurance proceeds, condemnation awards or
         otherwise) are collected and applied in accordance with the applicable
         provisions of this Agreement and the Security Documents.

                           SECTION 5.09. Books and Records; Inspection and Audit
         Rights. Each of Holdings, the Parent Borrower and the Foreign
         Subsidiary Borrowers will, and will cause each of the Subsidiaries to,
         keep proper books of record and account in which full, true and correct
         entries are made of all dealings and transactions in relation to its
         business and activities. Each of Holdings, the Parent Borrower and the
         Foreign Subsidiary Borrowers will, and will cause each of the
         Subsidiaries to, permit any representatives designated by the
         Administrative Agent or any Lender, upon reasonable prior notice, to
         visit and inspect its properties, to examine and make extracts from its
         books and records, and to discuss its affairs, finances and condition
         with its officers and independent accountants, all at such reasonable
         times and as often as reasonably requested.

<PAGE>
                                                                             107



                           SECTION 5.10. Compliance with Laws. Each of Holdings,
         the Parent Borrower and the Foreign Subsidiary Borrowers will, and will
         cause each of the Subsidiaries to, comply with all laws, rules,
         regulations and orders of any Governmental Authority applicable to it
         or its property, except where the failure to do so, individually or in
         the aggregate, could not reasonably be expected to result in a Material
         Adverse Effect.

                           SECTION 5.11. Use of Proceeds and Letters of Credit.
         The Parent Borrower will use on the Effective Date the proceeds of the
         Tranche D Term Loans, together with the proceeds of the Existing
         Subordinated Notes, only for (i) the Existing Term Loans Prepayment,
         (ii) the Receivables Contribution and (iii) the payment of fees and
         expenses payable in connection with the Existing Term Loans Prepayment
         and the Receivables Contribution, and for cash on hand. The proceeds of
         the Revolving Loans and Swingline Loans will be used, subject to
         Sections 5.15 and 6.12, only for general corporate purposes, including
         to repurchase, redeem, repay or otherwise retire Convertible
         Debentures, and to the extent permitted by Section 6.01(a)(i),
         Permitted Acquisitions. No part of the proceeds of any Loan will be
         used, whether directly or indirectly, for any purpose that entails a
         violation of any of the Regulations of the Board, including Regulations
         T, U and X.

                           SECTION 5.12. Additional Subsidiaries. If any
         additional Subsidiary is formed or acquired after the Effective Date,
         the Parent Borrower will, within five Business Days after such
         Subsidiary is formed or acquired, notify the Administrative Agent and
         the Lenders thereof and, within five Business Days after such
         Subsidiary is formed or acquired, cause the Collateral and Guarantee
         Requirement to be satisfied with respect to any Equity Interest in or
         Indebtedness of such Subsidiary owned by or on behalf of any Loan
         Party.

                           SECTION 5.13. Further Assurances. (a) Each of
         Holdings, the Parent Borrower and the Foreign Subsidiary Borrowers
         will, and will cause each Subsidiary Loan Party to, execute any and all
         further documents, financing statements, agreements and instruments,
         and take all such further actions (including the filing and recording
         of financing statements, fixture filings, mortgages, deeds of trust,
         landlord waivers and other documents), which may be required under any
         applicable law, or which the Administrative Agent or the Required
         Lenders may reasonably request, to cause the Collateral and Guarantee
         Requirement to be and remain satisfied, all at the expense of the Loan
         Parties. Holdings, the Parent Borrower and the Foreign


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                                                                             108


         Subsidiary Borrowers also agree to provide to the Administrative Agent,
         from time to time upon request, evidence reasonably satisfactory to the
         Administrative Agent as to the perfection and priority of the Liens
         created or intended to be created by the Security Documents.

                           (b) If any assets (including any real property or
         improvements thereto or any interest therein) having a book value or
         fair market value of $1,000,000 or more in the aggregate are acquired
         by the Parent Borrower or any Subsidiary Loan Party after the Effective
         Date or through the acquisition of a Subsidiary Loan Party under
         Section 5.12 (other than, in each case, assets constituting Collateral
         under the Security Agreement or the Pledge Agreement that become
         subject to the Lien of the Security Agreement or the Pledge Agreement
         upon acquisition thereof), the Parent Borrower or, if applicable, the
         relevant Foreign Subsidiary Borrower will notify the Administrative
         Agent and the Lenders thereof, and, if reasonably requested by the
         Administrative Agent or the Required Lenders, the Parent Borrower will
         cause such assets to be subjected to a Lien securing the Obligations
         and will take, and cause the Subsidiary Loan Parties to take, such
         actions as shall be necessary or reasonably requested by the
         Administrative Agent to grant and perfect such Liens, including actions
         described in paragraph (a) of this Section, all at the expense of the
         Loan Parties.

                           SECTION 5.14.  [Intentionally Omitted].

                           SECTION 5.15. Available Funds; Additional Equity. (a)
         Promptly following the consummation of the TriMas Transaction, the
         Parent Borrower shall deposit $205,000,000 of the TriMas Specified
         Proceeds in an interest bearing money market account with the
         Administrative Agent. The proceeds of such account shall be distributed
         to the Parent Borrower in order to enable the Parent Borrower to (i)
         repurchase, redeem, repay, or otherwise retire the Convertible
         Debentures within 90 days of the consummation of the TriMas Transaction
         or deliver an irrevocable notice of redemption and deposit such
         proceeds to the trustee thereunder within such 90-day period or (ii)
         thereafter, to satisfy its obligations under the last sentence of
         Section 2.11(d)(2).

                           (b) Until the date that the Convertible Debentures
         have been irrevocably repurchased, redeemed, repaid or otherwise
         retired in full, the Parent Borrower will designate as available for
         the repurchase, redemption, repayment or retirement of Convertible
         Debentures an amount of unused Revolving Commitments equal to the
         Available Funds


<PAGE>
                                                                             109


         Reserve Amount, less the amount of cash in the Debenture Account.


                                   ARTICLE VI

                               Negative Covenants

                           Until the Commitments have expired or terminated and
         the principal of and interest on each Loan and all fees payable
         hereunder have been paid in full and all Letters of Credit have expired
         or terminated and all LC Disbursements shall have been reimbursed, each
         of Holdings, the Parent Borrower and each Foreign Subsidiary Borrower
         (as to itself only) covenants and agrees with the Lenders that:

                           SECTION 6.01. Indebtedness; Certain Equity
         Securities. (a) None of Holdings, the Parent Borrower or any Foreign
         Subsidiary Borrower will, nor will they permit any Subsidiary to,
         create, incur, assume or permit to exist any Indebtedness, except:

                           (i) Indebtedness created under the Loan Documents;
                  provided that (x)(A) Revolving Loans may only be used to
                  finance a Permitted Acquisition if, in addition to the
                  satisfaction of all other requirements necessary to effect
                  such Permitted Acquisition set forth herein, after giving
                  effect to such Permitted Acquisition (and any related
                  incurrence or repayment of Indebtedness), the Senior Leverage
                  Ratio is less than 2.75 to 1.00 and (B) the amount of
                  Revolving Loans used to finance Permitted Acquisitions
                  outstanding at any time shall not exceed $150,000,000 less (i)
                  the Available Funds Reserve Amount at such time plus (ii) the
                  amount of Available Funds in the Debenture Account at such
                  time, (y) until the Convertible Debentures have been
                  irrevocably repurchased, redeemed, repaid or otherwise retired
                  in full, Revolving Loans outstanding may not exceed the
                  aggregate Revolving Commitments less the amount designated as
                  available for the repurchase, redemption, repayment or
                  retirement of Convertible Debentures pursuant to Section
                  5.15(b) and (z) at all times, the amount of Revolving Loans
                  outstanding used for general corporate purposes (other than
                  Permitted Acquisitions) and Revolving Commitments available
                  for general corporate purposes (other than Permitted
                  Acquisitions) at such time shall be at least $100,000,000;

                           (ii) the Permitted Receivables Financing; provided
                  that the Permitted Receivables Financing may only be


<PAGE>
                                                                             110


                  used to finance a Permitted Acquisition if, in addition to the
                  satisfaction of all other requirements necessary to effect
                  such Permitted Acquisition set forth herein, after giving
                  effect to such Permitted Acquisition (and any related
                  incurrence or repayment of Indebtedness), the Senior Leverage
                  Ratio is less than 2.75 to 1.00;

                           (iii) [intentionally omitted];

                           (iv) Indebtedness existing on the date hereof and set
                  forth in Schedule 6.01 to the Original Credit Agreement and
                  extensions, renewals and replacements of any such Indebtedness
                  that do not increase the outstanding principal amount as
                  specified on such Schedule 6.01 or result in an earlier
                  maturity date or decreased weighted average life thereof;

                           (v) the Convertible Debentures;

                           (vi) the Existing Subordinated Notes;

                           (vii) the Permitted Subordinated Notes and the
                  Permitted Senior Notes; provided that (x) Permitted
                  Subordinated Notes and Permitted Senior Notes may only be used
                  for the repayment of Revolving Borrowings and obligations
                  arising in respect of the Permitted Receivables Financing if,
                  after giving effect to the incurrence of such Permitted
                  Subordinated Notes or Permitted Senior Notes, the Senior
                  Leverage Ratio is less than 2.75 to 1.00 and (y) the aggregate
                  amount of proceeds of Permitted Subordinated Notes and
                  Permitted Senior Notes used for the repayment of Revolving
                  Borrowings and obligations arising in respect of the Permitted
                  Receivables Financing may not exceed $250,000,000;

                           (viii) Indebtedness of the Parent Borrower to any
                  Subsidiary and of any Subsidiary to the Parent Borrower or any
                  other Subsidiary; provided that Indebtedness of any Subsidiary
                  that is not a Domestic Loan Party to the Parent Borrower or
                  any Subsidiary Loan Party shall be subject to Section 6.04;

                           (ix) Guarantees by the Parent Borrower of
                  Indebtedness of any Subsidiary and by any Subsidiary of
                  Indebtedness of the Parent Borrower or any other Subsidiary;
                  provided that (a) Guarantees by the Parent Borrower or any
                  Subsidiary Loan Party of Indebtedness of any Subsidiary that
                  is not a Domestic Loan Party shall be subject to Section 6.04
                  and (b) this clause (ix) shall not apply to Guarantees of the
                  Existing


<PAGE>
                                                                             111


                  Subordinated Notes, Permitted Subordinated Notes, the
                  Permitted Senior Notes or the TriMas Notes;

                           (x) Guarantees by Holdings, the Parent Borrower or
                  any Subsidiary, as the case may be, in respect of the Existing
                  Subordinated Notes, Permitted Subordinated Notes and the
                  Permitted Senior Notes; provided that none of Holdings, the
                  Parent Borrower or any Subsidiary, as the case may be, shall
                  Guarantee the Existing Subordinated Notes, the Permitted
                  Subordinated Notes or the Permitted Senior Notes unless (A) it
                  also has Guaranteed the Obligations pursuant to the Guarantee
                  Agreement and (B) such Guarantee of the Existing Subordinated
                  Notes or the Permitted Subordinated Notes is subordinated to
                  such Guarantee of the Obligations on terms no less favorable
                  to the Lenders than the subordination provisions of the
                  Existing Subordinated Notes;

                           (xi) Indebtedness of the Parent Borrower or any
                  Subsidiary incurred to finance the acquisition, construction
                  or improvement of any fixed or capital assets, including
                  Capital Lease Obligations and any Indebtedness assumed in
                  connection with the acquisition of any such assets or secured
                  by a Lien on any such assets prior to the acquisition thereof,
                  and extensions, renewals and replacements of any such
                  Indebtedness that do not increase the outstanding principal
                  amount thereof or result in an earlier maturity date or
                  decreased weighted average life thereof; provided that (A)
                  such Indebtedness is incurred prior to or within 180 days
                  after such acquisition or the completion of such construction
                  or improvement and (B) the aggregate principal amount of
                  Indebtedness permitted by this clause (xi) shall not exceed
                  $50,000,000 at any time outstanding;

                           (xii) Indebtedness arising as a result of
                  an Acquisition Lease Financing;

                           (xiii) Indebtedness of any Person that becomes a
                  Subsidiary after the date hereof; provided that (A) such
                  Indebtedness exists at the time such Person becomes a
                  Subsidiary and is not created in contempla tion of or in
                  connection with such Person becoming a Subsidiary and (B) the
                  aggregate principal amount of Indebtedness permitted by this
                  clause (xiii) shall not exceed $25,000,000 at any time
                  outstanding, less the liquidation value of any outstanding
                  Assumed Preferred Stock;

<PAGE>
                                                                             112



                           (xiv) Indebtedness of Holdings, the Parent Borrower
                  or any Subsidiary in respect of workers' compensation claims,
                  self-insurance obligations, performance bonds, surety appeal
                  or similar bonds and completion guarantees provided by
                  Holdings, the Parent Borrower and the Subsidiaries in the
                  ordinary course of their business; and

                           (xv) other unsecured Indebtedness of Holdings, the
                  Parent Borrower or any Subsidiary in an aggregate principal
                  amount not exceeding $20,000,000 at any time outstanding, less
                  the liquidation value of any applicable Qualified Holdings
                  Preferred Stock issued and outstanding pursuant to clause (b)
                  of the definition of Qualified Holdings Preferred Stock.

                           (b) None of Holdings, the Parent Borrower or any
         Foreign Subsidiary Borrower will, nor will they permit any Subsidiary
         to, issue any preferred stock or other preferred Equity Interests,
         except (i) Holdings Preferred Stock, (ii) Qualified Holdings Preferred
         Stock, (iii) Assumed Preferred Stock and (iv) preferred stock or
         preferred Equity Interests held by Holdings, the Parent Borrower or any
         Subsidiary.

                           SECTION 6.02. Liens. None of Holdings, the Parent
         Borrower or any Foreign Subsidiary Borrower will, nor will they permit
         any Subsidiary to, create, incur, assume or permit to exist any Lien on
         any property or asset now owned or hereafter acquired by it, or assign
         or sell any income or revenues (including accounts receivable) or
         rights in respect of any thereof, except:

                           (a) Liens created under the Loan Documents;

                           (b) Permitted Encumbrances;

                           (c) Liens in respect of the Permitted
                  Receivables Financing and the European Factoring
                  Arrangement;

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

<PAGE>
                                                                             113


                           (e) any Lien existing on any property or asset prior
                  to the acquisition thereof by the Parent Borrower or any
                  Subsidiary or existing on any property or asset of any Person
                  that becomes a Subsidiary after the date hereof prior to the
                  time such Person becomes a Subsidiary; provided that (A) such
                  Lien is not created in contemplation of or in connection with
                  such acquisi tion or such Person becoming a Subsidiary , as
                  the case may be, (B) such Lien shall not apply to any other
                  property or assets of the Parent Borrower or any Subsidiary
                  and (C) such Lien shall secure only those obligations which it
                  secures on the date of such acquisition or the date such
                  Person becomes a Subsidiary, as the case may be;

                           (f) Liens on fixed or capital assets acquired,
                  constructed or improved by, or in respect of Capital Lease
                  Obligations of, the Parent Borrower or any Subsidiary;
                  provided that (A) such security interests secure Indebtedness
                  permitted by clause (xi) of Section 6.01(a), (B) such security
                  interests and the Indebtedness secured thereby are incurred
                  prior to or within 180 days after such acquisition or the
                  completion of such construction or improvement, (C) the
                  Indebtedness secured thereby does not exceed the cost of
                  acquiring, constructing or improving such fixed or capital
                  assets and (D) such security interests shall not apply to any
                  other property or assets of the Parent Borrower or any
                  Subsidiary;

                           (g) Liens, with respect to any Mortgaged Property,
                  described in Schedule B-2 of the title policy covering such
                  Mortgaged Property;

                           (h) other Liens securing liabilities permitted
                  hereunder in an aggregate amount not exceeding (i) in respect
                  of consensual Liens, $5,000,000 and (ii) in respect of all
                  such Liens, $10,000,000, in each case at any time outstanding;
                  and

                           (i) Liens on equipment with an orderly liquidation
                  value of not more than $13,000,000 securing obligations under
                  leases expressly permitted under Section 6.06(b)(ii); provided
                  that, with respect to each such lease, such equipment and its
                  aggregate orderly liquidation value shall be specified on a
                  schedule delivered to the Administrative Agent by the Parent
                  Borrower no later than three Business Days prior to the Parent
                  Borrower's or any Subsidiary's entering into such lease.

<PAGE>
                                                                             114


                           SECTION 6.03. Fundamental Changes. (a) None of
         Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will,
         nor will they permit any Subsidiary to, merge into or consolidate with
         any other Person, or permit any other Person to merge into or
         consolidate with it, or liquidate or dissolve, except that, if at the
         time thereof and immediately after giving effect thereto no Default
         shall have occurred and be continuing (i) any Subsidiary may merge into
         the Parent Borrower in a transaction in which the Parent Borrower is
         the surviving corporation, (ii) any Subsidiary may merge into any
         Subsidiary in a transaction in which the surviving entity is a
         Subsidiary and (if any party to such merger is a Subsidiary Loan Party)
         is a Subsidiary Loan Party (provided that, with respect to any such
         mergers involving the Foreign Subsidiary Borrower, the surviving entity
         of such mergers shall be a Subsidiary Borrower or a Foreign Subsidiary
         Borrower, as the case may be) and (iii) any Subsidiary (other than a
         Subsidiary Loan Party) may liquidate or dissolve if the Parent Borrower
         determines in good faith that such liquidation or dissolution is in the
         best interests of the Parent Borrower and is not materially
         disadvantageous to the Lenders; provided that any such merger involving
         a Person that is not a wholly owned Subsidiary immediately prior to
         such merger shall not be permitted unless also permitted by Section
         6.04.

                           (b) The Parent Borrower will not, and will not permit
         any of its Subsidiaries to, engage to any material extent in any
         business other than businesses of the type conducted by the Parent
         Borrower and its Subsidiaries on the date of execution of this
         Agreement and businesses reasonably related thereto.

                           (c) Holdings will not engage in any business or
         activity other than (i) the ownership of all the outstanding shares of
         capital stock of the Parent Borrower and the Saturn Subsidiary, (ii)
         performing its obligations in respect of the Restricted Stock Award,
         (iii) performing its obligations (A) under the Loan Documents, (B) as
         co-obligor with the Parent Borrower in respect of the Convertible
         Debentures and (C) under the Permitted Receivables Financing, (iv)
         activities incidental thereto and to Holdings' existence, (v)
         activities related to the performance of all its obligations under the
         Recapitalization Agreement and in respect of the Transactions, (vi)
         performing its obligations under guarantees in respect of sale and
         leaseback transactions permitted by Section 6.06 and (vii) other
         activities (including the incurrence of Indebtedness and the issuance
         of its Equity Interests) that are permitted by this Agreement. Holdings
         will not own or acquire any assets


<PAGE>
                                                                             115


         (other than shares of capital stock of the Parent Borrower and the
         Saturn Subsidiary, any immaterial assets not subject to the Asset
         Dropdown, cash and Permitted Investments) or incur any liabilities
         (other than liabilities imposed by law, including tax liabilities,
         liabilities related to its existence and permitted business and
         activities specified in the immediately preceding sentence).

                           (d) The Saturn Subsidiary will not engage in any
         business or business activity other than (i) holding Equity Interests
         in Saturn held on the date of the execution of this Agreement and any
         property received in respect thereof, (ii) performing its obligations
         in respect of the Saturn Sale and the Saturn Proceeds Distribution,
         (iii) activities permitted by its certificate of incorporation and (iv)
         activities incidental thereto and to the Saturn Subsidiary's existence.
         The Saturn Subsidiary will not own or acquire any assets (other than
         such equity investments in Saturn) or incur any liabilities (other than
         liabilities imposed by law, including tax liabilities, and other
         liabilities related to its existence and permitted business and
         activities specified in the immediately preceding sentence).

                           (e) The Receivables Subsidiary will not engage in any
         business or business activity other than the activities related to the
         Permitted Receivables Financing and its existence. The Receivables
         Subsidiary will not own or acquire any assets (other than the
         receivables subject to the Permitted Receivables Financing) or incur
         any liabili ties (other than the liabilities imposed by law including
         tax liabilities, and other liabilities related to its existence and
         permitted business and activities specified in the immediately
         preceding sentence, including liabilities arising under the Permitted
         Receivables Financing).

                           SECTION 6.04. Investments, Loans, Advances,
         Guarantees and Acquisitions. None of the Parent Borrower, any
         Subsidiary Loan Party or any Foreign Subsidiary Borrower will, nor will
         they permit any Subsidiary to, purchase, hold or acquire (including
         pursuant to any merger with any Person that was not a wholly owned
         Subsidiary prior to such merger) any Equity Interests in or evidences
         of indebtedness or other securities (including any option, warrant or
         other right to acquire any of the foregoing) of, make or permit to
         exist any loans or advances to, Guarantee any obligations of, or make
         or permit to exist any investment or any other interest in, any other
         Person, or purchase or otherwise


<PAGE>
                                                                             116


         acquire (in one transaction or a series of transactions) any assets of
         any other Person constituting a business unit, except:

                           (a) Permitted Investments;

                           (b) investments existing on the date hereof and set
                  forth on Schedule 6.04 to the Original Credit Agreement and
                  investments in TriMas and its subsidiaries existing
                  immediately after the consumation of the TriMas Transaction;

                           (c) Permitted Acquisitions;

                           (d) investments by the Parent Borrower and the
                  Subsidiaries in Equity Interests in their respective
                  Subsidiaries that exist immediately prior to any applicable
                  transaction; provided that (i) any such Equity Interests held
                  by a Loan Party shall be pledged pursuant to the Pledge
                  Agreement or any applicable Foreign Security Documents, as the
                  case may be, to the extent required by this Agreement and (ii)
                  the aggregate amount of investments (excluding any such
                  investments, loans, advances and Guaranties to such
                  Subsidiaries that are assumed and exist on the date any
                  Permitted Acquisition is consummated and that are not made,
                  incurred or created in contemplation of or in connection with
                  such Permitted Acquisition) by Loan Parties in, and loans and
                  advances by Loan Parties to, and Guarantees by Loan Parties of
                  Indebtedness of, Subsidiaries that are not Domestic Loan
                  Parties made after the Effective Date shall not exceed 5% of
                  Holdings' consolidated total assets determined in accordance
                  with GAAP at any time outstanding;

                           (e) loans or advances made by the Parent Borrower to
                  any Subsidiary and made by any Subsidiary to the Parent
                  Borrower or any other Subsidiary; provided that (i) any such
                  loans and advances made by a Loan Party shall be evidenced by
                  a promissory note pledged pursuant to the Pledge Agreement and
                  (ii) the amount of such loans and advances made by Loan
                  Parties to Subsidiaries that are not Loan Parties shall be
                  subject to the limitation set forth in clause (d) above;

                           (f) Guarantees permitted by Section 6.01(a)(x);

                           (g) investments arising as a result of the
                  Permitted Receivables Financing;

<PAGE>
                                                                             117


                           (h) investments constituting permitted Capital
                  Expenditures under Section 6.15;

                           (i) 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;

                           (j) any investments in or loans to any other Person
                  received as noncash consideration for sales, transfers, leases
                  and other dispositions permitted by Section 6.05;

                           (k) Guarantees by the Parent Borrower and the
                  Subsidiaries of leases entered into by any Subsidiary as
                  lessee; provided that the amount of such Guarantees made by
                  Loan Parties to Subsidiaries that are not Loan Parties shall
                  be subject to the limitation set forth in clause (d) above;

                           (l) extensions of credit in the nature of
                  accounts receivable or notes receivable in the
                  ordinary course of business;

                           (m) loans or advances to employees made in the
                  ordinary course of business consistent with prudent business
                  practice and not exceeding $5,000,000 in the aggregate
                  outstanding at any one time;

                           (n) investments in the form of Hedging
                  Agreements permitted under Section 6.07;

                           (o) investments by the Parent Borrower or any
                  Subsidiary in (i) the capital stock of a Receivables
                  Subsidiary and (ii) other interests in a Receivables
                  Subsidiary, in each case to the extent required by the terms
                  of the Permitted Receivables Financing;

                           (p) payroll, travel and similar advances to cover
                  matters that are expected at the time of such advances
                  ultimately to be treated as expenses for accounting purposes
                  and that are made in the ordinary course of business; and

                           (q) investments, loans or advances in addition to
                  those permitted by clauses (a) through (p) above not exceeding
                  in the aggregate $25,000,000 at any time outstanding.

<PAGE>
                                                                             118


                           SECTION 6.05. Asset Sales. None of Holdings, the
         Parent Borrower or any Foreign Subsidiary Borrower will, nor will they
         permit any Subsidiary to, sell, transfer, lease or otherwise dispose of
         any asset, including any Equity Interest owned by it, nor will they
         permit any Subsidiary to issue any additional Equity Interest in such
         Subsidiary, except:

                           (a) sales, transfers, leases and other dispositions
                  of inventory, used or surplus equipment, Permitted Investments
                  and Investments referred to in Section 6.04(i) in the ordinary
                  course of business;

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

                           (c) the Saturn Sale or the disposition of Equity
                  Interests in the Saturn Subsidiary in lieu thereof;

                           (d) sales of accounts receivables and related assets
                  pursuant to the Permitted Receivables Financing;

                           (e) the creation of Liens permitted by Section 6.02
                  and dispositions as a result thereof;

                           (f)(i) sales or transfers that are permitted sale and
                  leaseback transactions pursuant to Section 6.06(a) and (ii)
                  sales and transfers of the TriMas Interest;

                           (g) sales and transfers that constitute part of an
                  Acquisition Lease Financing;

                           (h) Restricted Payments permitted by Section 6.08;

                           (i) transfers and dispositions constituting
                  investments permitted under Section 6.04;

                           (j) sales, transfers and other dispositions of
                  property identified on Schedule 6.05 to the Original Credit
                  Agreement;

                           (k) sales, transfers and other dispositions of assets
                  (other than Equity Interests in a Subsidiary) that are not
                  permitted by any other clause of this Section; provided that
                  the aggregate fair market value of all assets sold,
                  transferred or otherwise disposed of in reliance upon this
                  clause (k) shall not exceed $15,000,000 during any fiscal year
                  of the Parent


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                                                                             119


                  Borrower; provided that such amount shall be increased, in
                  respect of the fiscal year ending on December 31, 2002, and
                  each fiscal year thereafter by an amount equal to the total
                  unused amount of such permitted sales, transfers and other
                  dispositions for the immediately preceding fiscal year
                  (without giving effect to the amount of any unused permitted
                  sales, transfers and other dispositions that were carried
                  forward to such preceding fiscal year); and

                            (l) sales of accounts receivable and related assets
                  pursuant to a European Factoring Arrangement;

         provided that (x) all sales, transfers, leases and other dispositions
         permitted hereby (other than those permitted by clause (b) above) shall
         be made for fair value and (y) all sales, transfers, leases and other
         dispositions permitted by clauses (j) and (k) above shall be for at
         least 85% cash consideration.

                           SECTION 6.06. Sale and Leaseback Transactions. None
         of the Parent Borrower or any Foreign Subsidiary Borrower will, nor
         will they permit any Subsidiary to, enter into any arrangement,
         directly or indirectly, whereby it shall sell or transfer any property,
         real or personal, used or useful in its business, whether now owned or
         hereinafter acquired, and thereafter rent or lease such property or
         other property that it intends to use for substantially the same
         purpose or purposes as the property sold or transferred, except for (a)
         any such sale of any fixed or capital assets that is made for cash
         consideration in an amount not less than the cost of such fixed or
         capital asset and is consummated within 180 days after the Parent
         Borrower, such Foreign Subsidiary Borrower or such Subsidiary acquires
         or completes the construction of such fixed or capital asset, so long
         as the Capital Lease Obligations associated therewith are permitted by
         Section 6.01(a)(xi), (b) in the case of property owned as of December
         18, 2001, (i) any such sale of any fixed or capital assets that is made
         for cash consideration in an aggregate amount not less than the fair
         market value of such fixed or capital assets not to exceed $50,000,000
         in the aggregate and (ii) any such sale of any fixed or capital assets
         that is made for cash consideration in an aggregate amount not less
         than an amount equal to 85% of the orderly liquidation value of such
         fixed or capital assets not to exceed $25,000,000 in the aggregate, so
         long as, in each case, the Capital Lease Obligations (if any)
         associated therewith are permitted by Section 6.01(a)(xi) and (c) any
         Acquisition Lease Financing.

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                                                                             120


                           SECTION 6.07. Hedging Agreements. None of the Parent
         Borrower or any Foreign Subsidiary Borrower will, nor will they permit
         any Subsidiary to, enter into any Hedging Agreement, other than Hedging
         Agreements entered into in the ordinary course of business and which
         are not speculative in nature to hedge or mitigate risks to which the
         Parent Borrower or any Subsidiary is exposed in the conduct of its
         business or the management of its assets or liabilities.

                           SECTION 6.08. Restricted Payments; Certain Payments
         of Indebtedness. (a) None of Holdings, the Parent Borrower or any
         Foreign Subsidiary Borrower will, nor will they permit any Subsidiary
         to, declare or make, or agree to pay or make, directly or indirectly,
         any Restricted Payment, or incur any obligation (contingent or
         otherwise) to do so, except:

                           (i) Holdings may (x) declare and pay dividends with
                  respect to its Equity Interests payable solely in additional
                  Equity Interests of Holdings, (y) repurchase Equity Interests
                  not to exceed $10,000,000 from former shareholders of its
                  existing or former Subsidiaries that received such Equity
                  Interests of Holdings prior to the date hereof and (z)
                  repurchase the preferred stock of Holdings in an aggregate
                  amount not to exceed $20,000,000, provided that, at the time
                  of such repurchase and after giving effect thereto, no Default
                  or Event of Default shall have occurred and be continuing and
                  Holdings and the Parent Borrower are in compliance with
                  Sections 6.13 and 6.14;

                           (ii) Subsidiaries may declare and pay dividends
                  ratably with respect to their capital stock;

                           (iii) the Parent Borrower may make payments to
                  Holdings to permit it to make, and Holdings may make,
                  Restricted Payments, not exceeding $2,000,000 during any
                  fiscal year (provided that such amount shall be increased, in
                  respect of the fiscal year ending on December 31, 2002, and
                  each fiscal year thereafter by an amount equal to the total
                  unused amount of such Restricted Payments for the immediately
                  preceding fiscal year (without giving effect to the amount of
                  any unused amounts that were carried forward to such preceding
                  fiscal year) not to exceed in the aggregate $16,000,000), in
                  each case pursuant to and in accordance with stock option
                  plans, equity purchase programs or agreements or other benefit
                  plans, in each case for management or employees or former
                  employees of the Parent Borrower and the Subsidiaries;

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                                                                             121


                           (iv) the Parent Borrower may pay dividends to
                  Holdings at such times and in such amounts (A) as shall be
                  necessary to enable Holdings to make payments permitted by
                  clause (z) of Section 6.08(a)(i) and Sections 6.08(a)(v) and
                  (vi) and (B) as shall be necessary to permit Holdings to
                  discharge its other permitted liabilities;

                           (v) Holdings may pay Holdings Preferred Dividends and
                  interest in respect of its Indebtedness permitted hereunder,
                  provided that, at the time of such payment and after giving
                  effect thereto, no Default or Event of Default shall have
                  occurred and be continuing and Holdings and the Parent
                  Borrower are in compliance with Sections 6.13 and 6.14;

                           (vi) Holdings may make payments to the extent
                  contemplated by the Recapitalization Agreement, including
                  payments in respect of the restricted stock granted pursuant
                  to the Restricted Stock Obligation (including payments in
                  respect of the Restricted Stock Obligation after the date such
                  payments were scheduled to have been made), provided that, at
                  the time of such payment in respect of the Restricted Stock
                  Obligation and after giving effect thereto, no Event of
                  Default shall have occurred and be continuing;

                           (vii) Holdings may (x) pay the Saturn Proceeds
                  Distribution and (y) repurchase, redeem, repay or otherwise
                  retire the Convertible Debentures with Available Funds,
                  proceeds from Permitted Subordinated Notes or issuances or
                  sales of capital stock of Holdings; and

                           (viii) Parent Borrower may make payments to Holdings
                  to permit it to make, and Holdings may make payments permitted
                  by Sections 6.09(f), (g), (h) and (i); provided that, at the
                  time of such payment and after giving effect thereto, no
                  Default or Event of Default shall have occurred and be
                  continuing and Holdings and the Parent Borrower are in
                  compliance with Sections 6.13 and 6.14; provided, further that
                  any payments that are prohibited because of the immediately
                  preceding proviso shall accrue and may be made as so accrued
                  upon the curing or waiver of such Default, Event of Default or
                  noncompliance.

                           (b) None of Holdings, the Parent Borrower or any
         Foreign Subsidiary Borrower will, nor will they permit any Subsidiary
         to, make or agree to pay or make, directly or indirectly, any payment
         or other distribution (whether in cash, securities or other property)
         of or in respect of principal of or interest on any Indebtedness, or
         any payment or other distribution (whether in


<PAGE>
                                      122


         cash, securities or other property), including any sinking fund or
         similar deposit, on account of the purchase, redemption, retirement,
         acquisi tion, cancellation or termination of any Indebtedness, except:

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

                           (ii) the repurchase, redemption, repayment or other
                  retirement of the Convertible Debentures as permitted by
                  Section 6.08(a)(vii);

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

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

                           (v) payment of secured Indebtedness out of the
                  proceeds of any sale or transfer of the property or assets
                  securing such Indebtedness.

                           (c) None of Holdings, the Parent Borrower or any
         Foreign Subsidiary Borrower will, nor will they permit any Subsidiary
         to, enter into or be party to, or make any payment under, any Synthetic
         Purchase Agreement unless (i) in the case of any Synthetic Purchase
         Agreement related to any Equity Interest of Holdings, the payments
         required to be made by Holdings are limited to amounts permitted to be
         paid under Section 6.08(a), (ii) in the case of any Synthetic Purchase
         Agreement related to any Restricted Indebtedness, the payments required
         to be made by Holdings, the Parent Borrower or the Subsidiaries
         thereunder are limited to the amount permitted under Section 6.08(b)
         and (iii) in the case of any Synthetic Purchase Agreement, the
         obligations of Holdings, the Parent Borrower and the Subsidiaries
         thereunder are subordinated to the Obligations on terms satisfactory to
         the Required Lenders.

                           SECTION 6.09. Transactions with Affiliates. None of
         Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will,
         nor will they permit any Subsidiary to, sell, lease or otherwise
         transfer any property or assets to, or purchase, lease or otherwise
         acquire any property or assets


<PAGE>
                                                                             123


         from, or otherwise engage in any other transactions with, any of its
         Affiliates, except:

                           (a) transactions that do not involve Holdings and are
                  at prices and on terms and conditions not less favorable to
                  the Parent Borrower or such Subsidiary than could be obtained
                  on an arm's-length basis from unrelated third parties;

                           (b) transactions between or among the Parent Borrower
                  and the Subsidiaries not involving any other Affiliate (to the
                  extent not otherwise prohibited by other provisions of this
                  Agreement);

                           (c) any Restricted Payment permitted by Section 6.08;

                           (d) transactions pursuant to agreements in effect on
                  the Effective Date and listed on Schedule 6.09 to the Original
                  Credit Agreement (provided that this clause (d) shall not
                  apply to any extension, or renewal of, or any amendment or
                  modification of such agreements that is less favorable to the
                  Parent Borrower or the applicable Subsidiaries, as the case
                  may be);

                           (e) (i) the Transactions and (ii) the TriMas
                  Transactions and the TriMas Affiliate Agreements (provided
                  that this clause (e)(ii) shall not apply to any extension, or
                  renewal of, or any amendment or modification of such
                  agreements that is less favorable in any material respect,
                  taken as a whole, to the Parent Borrower or the applicable
                  Subsidiaries, as the case may be);

                           (f) the payment, on a quarterly basis, of management
                  fees to Heartland and/or its Affiliates in accordance with the
                  Heartland Management Agreement, provided that the annual
                  amount of such management fees shall not exceed $4,000,000;

                           (g) the reimbursement of Heartland and/or its
                  Affiliates for their reasonable out-of-pocket expenses
                  incurred by them in connection with the Transactions and
                  performing management services to Holdings, the Parent
                  Borrower and the Subsidiaries, pursuant to the Heartland
                  Management Agreement;

                           (h) the payment of one time fees to Heartland and/or
                  its Affiliates in connection with any Permitted Acquisition,
                  such fees to be payable at the time of each such acquisition
                  and not to exceed the percentage


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                                                                             124


                  of the aggregate consideration paid by Holdings, the Parent
                  Borrower and its Subsidiaries for any such acquisition as
                  specified in the Heartland Management Agreement; and

                           (i) payments to Heartland and/or its Affiliates for
                  any financial advisor, underwriter or placement services or
                  other investment banking activities rendered to Holdings, the
                  Parent Borrower or the Subsidiaries, pursuant to the Heartland
                  Management Agreement.

                           SECTION 6.10. Restrictive Agreements. None of
         Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will,
         nor will they permit any Subsidiary to, directly or indirectly, enter
         into, incur or permit to exist any agreement or other arrangement that
         prohibits, restricts or imposes any condition upon (a) the ability of
         Holdings, the Parent Borrower or any Subsidiary to create, incur or
         permit to exist any Lien upon any of its property or assets, or (b) the
         ability of any Subsidiary to pay dividends or other distributions with
         respect to any shares of its capital stock or to make or repay loans or
         advances to the Parent Borrower or any other Subsidiary or to Guarantee
         Indebtedness of the Parent Borrower or any other Subsidiary; provided
         that (i) the foregoing shall not apply to restrictions and conditions
         imposed by law or by any (A) Loan Document or Permitted Receivables
         Document or (B) any Existing Subordinated Notes, Permitted Subordinated
         Notes and Permitted Senior Notes that are customary, in the reasonable
         judgment of the board of directors thereof, for the market in which
         such Indebtedness is issued so long as such restrictions do not
         prevent, impede or impair (x) the creation of Liens and Guarantees in
         favor of the Lenders under the Loan Documents or (y) the satisfaction
         of the obligations of the Loan Parties under the Loan Documents, (ii)
         the foregoing shall not apply to restrictions and conditions existing
         on the date hereof identified on Schedule 6.10 to the Original Credit
         Agreement (but shall apply to any extension or renewal of, or any
         amendment or modification expanding the scope of, any such restriction
         or condition), (iii) the foregoing shall not apply to customary
         restrictions and conditions contained in agreements relating to the
         sale of a Subsidiary pending such sale, provided, further, that such
         restrictions and conditions apply only to the Subsidiary that is to be
         sold and such sale is permitted hereunder, (iv) clause (a) of the
         foregoing shall not apply to restrictions or conditions imposed by any
         agreement relating to secured Indebtedness permitted by this Agreement
         if such restrictions or conditions apply only to the property or assets
         securing such Indebtedness and


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                                                                             125


         (v) clause (a) of the foregoing shall not apply to customary provisions
         in leases and other agreements restricting the assignment thereof.

                           SECTION 6.11. Amendment of Material Documents. None
         of Holdings, the Parent Borrower or any Foreign Subsidiary Borrower
         will, nor will they permit any Subsidiary (including the Receivables
         Subsidiary and the Saturn Subsidiary) to, amend, modify or waive any of
         its rights under (a) its certificate of incorporation, by-laws or other
         organizational documents, (b) the Recapitalization Documents and (c)
         any Material Agreement, in each case to the extent such amendment,
         modification or waiver is adverse to the Lenders.

                           SECTION 6.12.  Convertible Debentures.
         Holdings shall not repurchase, redeem, repay or otherwise retire any
         Convertible Debentures except as permitted by Section 6.08(a)(vii).

                           SECTION 6.13. Interest Expense Coverage Ratio.
         Neither Holdings nor the Parent Borrower will permit the ratio of (a)
         Consolidated EBITDA to (b) the sum of (i) Consolidated Cash Interest
         Expense and (ii) Holdings Preferred Dividends, in each case for any
         period of four consecutive fiscal quarters ending on any date during
         any period set forth below, to be less than the ratio set forth below
         opposite such period:


                    Period                                        Ratio
                    ------                                        -----
         June 30, 2002, to March 30, 2003                     1.80 to 1.00
         March 31, 2003, to September 29, 2003                2.00 to 1.00
         September 30, 2003, to December 30, 2003             2.25 to 1.00
         December 31, 2003, to September 29, 2004             2.50 to 1.00
         September 30, 2004, to December 30, 2005             2.75 to 1.00
         December 31, 2005, to December 30, 2006              3.25 to 1.00
         December 31, 2006, and thereafter                    3.50 to 1.00


                           SECTION 6.14. Leverage Ratio. Neither Holdings nor
         the Parent Borrower will permit the Leverage Ratio as of any date
         during any period set forth below to exceed the ratio set forth
         opposite such period:




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                                                                             126

                    Period                                        Ratio
                    ------                                        -----
         June 30, 2002, to September 29, 2002                  5.00 to 1.00
         September 30, 2002, to December 30, 2002              4.75 to 1.00
         December 31, 2002, to March 30, 2003                  4.50 to 1.00
         March 31, 2003, to June 29, 2003                      4.25 to 1.00
         June 30, 2003, to December 30, 2003                   4.00 to 1.00
         December 31, 2003, to September 29, 2004              3.75 to 1.00
         September 30, 2004, to December 30, 2005              3.50 to 1.00
         December 31, 2005, to December 30, 2006               3.00 to 1.00
         December 31, 2006, and thereafter                     2.75 to 1.00


                           SECTION 6.15. Capital Expenditures. (a) Neither
         Holdings nor the Parent Borrower will permit the aggregate amount of
         Capital Expenditures for any period to exceed the applicable Permitted
         Capital Expenditure Amount for such period.

                           (b) Notwithstanding the foregoing, the Parent
         Borrower may in respect of the fiscal year ending on December 31, 2002,
         and each fiscal year thereafter, increase the amount of Capital
         Expenditures permitted to be made during such fiscal year pursuant to
         Section 6.15(a) by an amount equal to the total unused amount of
         permitted Capital Expenditures for the immediately preceding fiscal
         year (without giving effect to the amount of any unused permitted
         Capital Expenditures that were carried forward to such preceding fiscal
         year).

                           SECTION 6.16. Consolidated Lease Expense. Neither
         Holdings nor the Parent Borrower will permit Consolidated Lease Expense
         associated with Capital Expenditures to exceed 30% of Capital
         Expenditures for such fiscal year.


                                   ARTICLE VII

                                Events of Default

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

                           (a) the Parent Borrower or any Foreign Subsidiary
                  Borrower shall fail to pay any principal of any Loan or any
                  reimbursement obligation in respect of any LC


<PAGE>
                                                                             127


                  Disbursement when and as the same shall become due and
                  payable, whether at the due date thereof or at a date fixed
                  for prepayment thereof or otherwise;

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

                           (c) any representation or warranty made or deemed
                  made by or on behalf of Holdings, the Parent Borrower, any
                  Foreign Subsidiary Borrower or any Subsidiary in or in
                  connection with any Loan Document or any amendment or
                  modification thereof or waiver thereunder, or in any report,
                  certificate, financial statement or other document furnished
                  pursuant to or in connection with any Loan Document or any
                  amendment or modification thereof or waiver thereunder, shall
                  prove to have been incorrect in any material respect when made
                  or deemed made;

                           (d) Holdings, the Parent Borrower or any Foreign
                  Subsidiary Borrower shall fail to observe or perform any
                  covenant, condition or agreement contained in Section 5.02,
                  5.04 (with respect to the existence of Holdings, the Parent
                  Borrower or any Foreign Subsidiary Borrower and ownership of
                  the Foreign Subsidiary Borrowers), 5.11 or 5.15 or in Article
                  VI;

                           (e) any Loan Party shall fail to observe or perform
                  any covenant, condition or agreement contained in any Loan
                  Document (other than those specified in clause (a), (b) or (d)
                  of this Article), and such failure shall continue unremedied
                  for a period of 30 days after notice thereof from the
                  Administrative Agent to the Parent Borrower (which notice will
                  be given at the request of any Lender);

                           (f) Holdings, the Parent Borrower or any Subsidiary
                  shall fail to make any payment of principal or interest in
                  respect of any Material Indebtedness, when and as the same
                  shall become due and payable after giving effect to any
                  applicable grace period with respect thereto;

                           (g) any event or condition occurs that results in any
                  Material Indebtedness becoming due prior to its


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                                                                             128


                  scheduled maturity or that enables or permits the holder or
                  holders of any Material Indebtedness or any trustee or agent
                  on its or their behalf to cause any Material Indebtedness to
                  become due, or to require the prepayment, repurchase,
                  redemption or defeasance thereof, prior to its scheduled
                  maturity; provided that this clause (g) shall not apply to
                  secured Indebtedness that becomes due as a result of the
                  voluntary sale or transfer of the property or assets securing
                  such Indebtedness;

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

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

                           (j) Holdings, the Parent Borrower or any Subsidiary
                  shall become unable, admit in writing in a court proceeding
                  its inability or fail generally to pay its debts as they
                  become due;

<PAGE>
                                                                             129



                           (k) one or more judgments for the payment of money in
                  an aggregate amount in excess of $15,000,000 shall be rendered
                  against Holdings, the Parent Borrower, any Subsidiary or any
                  combination thereof and the same shall remain undischarged for
                  a period of 30 consecu tive days during which execution shall
                  not be effectively stayed, or any action shall be legally
                  taken by a judgment creditor to attach or levy upon any assets
                  of Holdings, the Parent Borrower or any Subsidiary to enforce
                  any such judgment;

                           (l) an ERISA Event shall have occurred that, in the
                  opinion of the Required Lenders, when taken together with all
                  other ERISA Events that have occurred, could reasonably be
                  expected to result in a Material Adverse Effect on Holdings,
                  the Parent Borrower and its Subsidiaries;

                           (m) any Lien covering property having a book value or
                  fair market value of $1,000,000 or more purported to be
                  created under any Security Document shall cease to be, or
                  shall be asserted by any Loan Party not to be, a valid and
                  perfected Lien on any Collateral, except (i) as a result of
                  the sale or other disposition of the applicable Collateral in
                  a transaction permitted under the Loan Documents or (ii) as a
                  result of the Administrative Agent's failure to maintain
                  possession of any stock certificates, promissory notes or
                  other instruments delivered to it under the Collateral
                  Agreement;

                           (n) the Guarantee Agreement shall cease to
                  be, or shall have been asserted not to be, in full
                  force and effect;

                           (o) the Parent Borrower, Holdings or any Subsidiary
                  shall challenge the subordination provisions of the
                  Subordinated Debt or assert that such provisions are invalid
                  or unenforceable or that the Obligations of the Parent
                  Borrower or any Foreign Subsidiary Borrower, or the
                  Obligations of Holdings or any Subsidiary under the Guarantee
                  Agreement, are not senior indebtedness under the subordination
                  provisions of the Subordinated Debt, or any court, tribunal or
                  government authority of competent jurisdiction shall judge the
                  subordination provisions of the Subordinated Debt to be
                  invalid or unenforceable or such Obligations to be not senior
                  indebtedness under such subordination provisions or otherwise
                  cease to be, or shall be asserted not to be, legal, valid and
                  binding obligations of the parties thereto, enforceable in
                  accordance with their terms; or

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                                                                             130


                           (p) a Change in Control shall occur;

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


                                  ARTICLE VIII

                            The Administrative Agent

                           Each of the Lenders and the Issuing Bank hereby
         irrevocably appoints the Administrative Agent (it being understood that
         reference in this Article VIII to the Administrative Agent shall be
         deemed to include the Collateral Agent) as its agent and authorizes the
         Administrative Agent to take such actions on its behalf and to
         exercise such powers as are delegated to the Administrative Agent by
         the terms of the Loan Documents, together with such actions and powers
         as are reasonably incidental thereto.

                           The bank serving as the Administrative Agent
         hereunder shall have the same rights and powers in its capacity as a
         Lender as any other Lender and may exercise the same as though it were
         not the Administrative Agent, and


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                                                                             131


         such bank and its Affiliates may accept deposits from, lend money to
         and generally engage in any kind of business with Holdings, the Parent
         Borrower or any Subsidiary or other Affiliate thereof as if it were not
         the Administrative Agent hereunder.

                           The Administrative Agent shall not have any duties or
         obligations except those expressly set forth in the Loan Documents.
         Without limiting the generality of the foregoing, (a) the
         Administrative Agent shall not be subject to any fiduciary or other
         implied duties, regardless of whether a Default has occurred and is
         continuing, (b) the Administrative Agent shall not have any duty to
         take any discretionary action or exercise any discretionary powers,
         except discretionary rights and powers expressly contem plated by the
         Loan Documents that the Administrative Agent is required to exercise in
         writing by the Required Lenders (or such other number or percentage of
         the Lenders as shall be necessary under the circumstances as provided
         in Section 10.02), and (c) except as expressly set forth in the Loan
         Documents, the Administrative Agent shall not have any duty to
         disclose, and shall not be liable for the failure to disclose, any
         information relating to Holdings, the Parent Borrower or any of its
         Subsidiaries that is communicated to or obtained by the bank serving as
         Administrative Agent or any of its Affiliates in any capacity. The
         Administrative Agent shall not be liable for any action taken or not
         taken by it with the consent or at the request of the Required Lenders
         (or such other number or percentage of the Lenders as shall be
         necessary under the circumstances as provided in Section 10.02) or in
         the absence of its own gross negligence or wilful misconduct. The
         Administrative Agent shall not be deemed not to have knowledge of any
         Default unless and until written notice thereof is given to the
         Administrative Agent by Holdings, the Parent Borrower, a Foreign
         Subsidiary Borrower or a Lender, and the Administrative Agent shall not
         be responsible for or have any duty to ascertain or inquire into (i)
         any statement, warranty or representation made in or in connection with
         any Loan Document, (ii) the contents of any certificate, report or
         other document delivered thereunder or in connection therewith, (iii)
         the performance or observance of any of the covenants, agreements or
         other terms or conditions set forth in any Loan Document, (iv) the
         validity, enforceability, effectiveness or genuineness of any Loan
         Document or any other agreement, instrument or document, or (v) the
         satisfaction of any condition set forth in Article IV or elsewhere in
         any Loan Document, other than to confirm receipt of items expressly
         required to be delivered to the Administrative Agent.


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                                                                             132


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

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

                           Subject to the appointment and acceptance of a
         successor Administrative Agent as provided in this paragraph, the
         Administrative Agent may resign at any time by notifying the Lenders,
         the Issuing Bank and the Parent Borrower (on behalf of itself and the
         Foreign Subsidiary Borrowers). Upon any such resignation, the Required
         Lenders shall have the right, in consultation with the Parent Borrower
         and, if applicable, the relevant Foreign Subsidiary Borrower, to
         appoint a successor from among the Lenders. If no successor shall have
         been so appointed by the Required Lenders and shall have accepted such
         appointment within 30 days after the retiring Administrative Agent
         gives notice of its resignation, then the retiring Administrative Agent
         may, on behalf of the Lenders and the Issuing Bank, appoint a successor
         Administrative Agent which shall be a bank with an office in New York,
         New York, or an Affiliate of any such bank. Upon the acceptance of its
         appointment as Administrative Agent hereunder by a successor, such
         successor shall succeed to and become vested with all the rights,
         powers, privileges and duties of the retiring Administrative Agent, and
         the retiring Administrative Agent shall be discharged from its duties
         and obligations


<PAGE>
                                                                             133


         hereunder. The fees payable by the Parent Borrower (on behalf of itself
         and the Foreign Subsidiary Borrowers) to a successor Administrative
         Agent shall be the same as those payable to its predecessor unless
         otherwise agreed between the Parent Borrower (on behalf of itself and
         the Foreign Subsidiary Borrowers) and such successor. After the
         Administrative Agent's resignation hereunder, the provisions of this
         Article and Section 10.03 shall continue in effect for the benefit of
         such retiring Administrative Agent, its sub-agents and their respective
         Related Parties in respect of any actions taken or omitted to be taken
         by any of them while it was acting as Administrative Agent.

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

                           The Lenders identified in this Agreement as the
         Syndication Agent and the Documentation Agents shall not have any
         right, power, obligation, liability, responsibility or duty under this
         Agreement other than those applicable to all Lenders. Without limiting
         the foregoing, none of the Syndication Agent or the Documentation
         Agents shall have or be deemed to have a fiduciary relationship with
         any Lender. Each Lender hereby makes the same acknowledgments with
         respect to the Syndication Agent and the Documentation Agents as it
         makes with respect to the Administrative Agent or any other Lender in
         this Article VIII.


                                   ARTICLE IX

                         Collection Allocation Mechanism

                           SECTION 9.01. Implementation of CAM. (a) On the CAM
         Exchange Date, (i) the Commitments shall automatically and without
         further act be terminated as provided in Article VII, (ii) all Foreign
         Currency Borrowings and the Commitments to make Foreign Currency Loans
         shall be converted into, and all such amounts due thereunder shall
         accrue and be payable in, dollars at the Exchange Rate on such date and
         (iii) the Lenders shall automatically and


<PAGE>
                                                                             134


         without further act (and without regard to the provisions of Section
         10.04) be deemed to have exchanged interests in the Credit Facilities
         such that in lieu of the interest of each Lender in each Credit
         Facility in which it shall participate as of such date (including such
         Lender's interest in the Specified Obligations of each Loan Party in
         respect of each such Credit Facility), such Lender shall hold an
         interest in every one of the Credit Facilities (including the Specified
         Obligations of each Loan Party in respect of each such Credit Facility
         and each LC Reserve Account established pursuant to Section 9.02
         below), whether or not such Lender shall previously have participated
         therein, equal to such Lender's CAM Percentage thereof. Each Lender and
         each Loan Party hereby consents and agrees to the CAM Exchange, and
         each Lender agrees that the CAM Exchange shall be binding upon its
         successors and assigns and any person that acquires a participation in
         its interests in any Credit Facility. Each Loan Party agrees from time
         to time to execute and deliver to the Administrative Agent all
         promissory notes and other instruments and documents as the
         Administrative Agent shall reasonably request to evidence and confirm
         the respective interests of the Lenders after giving effect to the CAM
         Exchange, and each Lender agrees to surrender any promissory notes
         originally received by it in connection with its Loans hereunder to the
         Administrative Agent against delivery of new promissory notes
         evidencing its interests in the Credit Facilities; provided, however,
         that the failure of any Loan Party to execute or deliver or of any
         Lender to accept any such promissory note, instrument or document shall
         not affect the validity or effectiveness of the CAM Exchange.

                           (b) As a result of the CAM Exchange, upon and after
         the CAM Exchange Date, each payment received by the Administrative
         Agent or the Collateral Agent pursuant to any Loan Document in respect
         of the Specified Obligations, and each distribution made by the
         Collateral Agent pursuant to any Security Documents in respect of the
         Specified Obliga tions, shall be distributed to the Lenders pro rata in
         accordance with their respective CAM Percentages. Any direct payment
         received by a Lender upon or after the CAM Exchange Date, including by
         way of setoff, in respect of a Specified Obligation shall be paid over
         to the Administra tive Agent for distribution to the Lenders in
         accordance herewith.

                           SECTION 9.02. Letters of Credit. (a) In the event
         that on the CAM Exchange Date any Letter of Credit shall be outstanding
         and undrawn in whole or in part, or any amount drawn under a Letter of
         Credit shall not have been reimbursed either by the Parent Borrower or
         any Foreign


<PAGE>
                                                                             135


         Subsidiary Borrower, as the case may be, or with the proceeds of a
         Revolving Borrowing, each Revolving Lender shall promptly pay over to
         the Administrative Agent, in immediately available funds and in the
         currency that such Letters of Credit are denominated, an amount equal
         to such Revolving Lender's Applicable Percentage (as notified to such
         Lender by the Administrative Agent) of such Letter of Credit's undrawn
         face amount or (to the extent it has not already done so) such Letter
         of Credit's unreimbursed drawing, together with interest thereon from
         the CAM Exchange Date to the date on which such amount shall be paid to
         the Administrative Agent at the rate that would be applicable at the
         time to an ABR Revolving Loan in a principal amount equal to such
         amount, as the case may be. The Administrative Agent shall establish a
         separate account or accounts for each Lender (each, an "LC Reserve
         Account") for the amounts received with respect to each such Letter of
         Credit pursuant to the preceding sentence. The Administrative Agent
         shall deposit in each Lender's LC Reserve Account such Lender's CAM
         Percentage of the amounts received from the Revolving Lenders as
         provided above. The Administrative Agent shall have sole dominion and
         control over each LC Reserve Account, and the amounts deposited in each
         LC Reserve Account shall be held in such LC Reserve Account until
         withdrawn as provided in paragraph (b), (c), (d) or (e) below. The
         Administrative Agent shall maintain records enabling it to determine
         the amounts paid over to it and deposited in the LC Reserve Accounts in
         respect of each Letter of Credit and the amounts on deposit in respect
         of each Letter of Credit attributable to each Lender's CAM Percentage.
         The amounts held in each Lender's LC Reserve Account shall be held as a
         reserve against the LC Exposure, shall be the property of such Lender,
         shall not constitute Loans to or give rise to any claim of or against
         any Loan Party and shall not give rise to any obligation on the part of
         the Parent Borrower or the Foreign Subsidiary Borrowers to pay interest
         to such Lender, it being agreed that the reimbursement obligations in
         respect of Letters of Credit shall arise only at such times as drawings
         are made thereunder, as provided in Section 2.05.

                           (b) In the event that after the CAM Exchange Date any
         drawing shall be made in respect of a Letter of Credit, the
         Administrative Agent shall, at the request of the Issuing Bank withdraw
         from the LC Reserve Account of each Lender any amounts, up to the
         amount of such Lender's CAM Percentage of such drawing, deposited in
         respect of such Letter of Credit and remaining on deposit and deliver
         such amounts to the Issuing Bank in satisfaction of the reimbursement
         obligations of the Revolving Lenders under Section 2.05(e) (but not of
         the Parent Borrower and the


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                                                                             136


         Foreign Subsidiary Borrowers under Section 2.05(f), respectively). In
         the event any Revolving Lender shall default on its obligation to pay
         over any amount to the Administrative Agent in respect of any Letter of
         Credit as provided in this Section 9.02, the Issuing Bank shall, in the
         event of a drawing thereunder, have a claim against such Revolving
         Lender to the same extent as if such Lender had defaulted on its
         obligations under Section 2.05(e), but shall have no claim against any
         other Lender in respect of such defaulted amount, notwithstanding the
         exchange of interests in the reimbursement obligations pursuant to
         Section 9.01. Each other Lender shall have a claim against such
         defaulting Revolving Lender for any damages sustained by it as a result
         of such default, including, in the event such Letter of Credit shall
         expire undrawn, its CAM Percentage of the defaulted amount.

                           (c) In the event that after the CAM Exchange Date any
         Letter of Credit shall expire undrawn, the Administra tive Agent shall
         withdraw from the LC Reserve Account of each Lender the amount
         remaining on deposit therein in respect of such Letter of Credit and
         distribute such amount to such Lender.

                           (d) With the prior written approval of the
         Administrative Agent and the Issuing Bank, any Lender may withdraw the
         amount held in its LC Reserve Account in respect of the undrawn amount
         of any Letter of Credit. Any Lender making such a withdrawal shall be
         unconditionally obligated, in the event there shall subsequently be a
         drawing under such Letter of Credit, to pay over to the Administrative
         Agent, for the account of the Issuing Bank on demand, its CAM
         Percentage of such drawing.

                           (e) Pending the withdrawal by any Lender of any
         amounts from its LC Reserve Account as contemplated by the above
         paragraphs, the Administrative Agent will, at the direction of such
         Lender and subject to such rules as the Administrative Agent may
         prescribe for the avoidance of inconvenience, invest such amounts in
         Permitted Investments. Each Lender that has not withdrawn its CAM
         Percentage of amounts in its LC Reserve Account as provided in para
         graph (d) above shall have the right, at intervals reasonably specified
         by the Administrative Agent, to withdraw the earnings on investments so
         made by the Administrative Agent with amounts in its LC Reserve Account
         and to retain such earnings for its own account.


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                                                                             137


                                    ARTICLE X

                                  Miscellaneous

                           SECTION 10.01. Notices. Except in the case of notices
         and other communications expressly permitted to be given by telephone,
         all notices and other communications provided for herein shall be in
         writing and shall be delivered by hand or overnight courier service,
         mailed by certified or registered mail or sent by telecopy, as follows:

                           (a) if to Holdings, the Parent Borrower or any
                  Foreign Subsidiary Borrower, to the Parent Borrower (on behalf
                  of itself, Holdings and any Foreign Subsidiary Borrower) at
                  Metaldyne Corporation, 21001 Van Born Road, Taylor, Michigan
                  48180, Attention of David Liner, Esq. (Telecopy No. (313)
                  792-6136),

                  with a copy to

                  Jonathan A. Schaffzin, Esq.
                  Cahill Gordon & Reindel
                  80 Pine Street
                  New York, New York
                  (Telecopy No. (212) 269-5420);

                           (b) if to the Administrative Agent, to JPMorgan Chase
                  Bank, Loan and Agency Services Group, One Chase Manhattan
                  Plaza, 8th Floor, New York, New York 10081, Attention of Jesus
                  Sang (Telecopy No. (212) 552-5650), with a copy to JPMorgan
                  Chase Bank, 270 Park Avenue, New York, New York 10017,
                  Attention of Richard Duker (Telecopy No. 212-270-5127);

                           (c) if to the Issuing Bank, to it at 10420 Highland
                  Mn Dr-BL2, Tampa, Florida 33610, Attention of James Alonzo
                  (Telecopy No. (813) 432-5161), and in the event that there is
                  more than one Issuing Bank, to such other Issuing Bank at its
                  address (or telecopy number) set forth in its Administrative
                  Questionnaire;

                           (d) if to the Swingline Lender, to it at One Chase
                  Manhattan Plaza, 8th Floor, New York, New York 10081,
                  Attention of Jesus Sang (Telecopy No. (212) 552-5650); and

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


<PAGE>
                                                                             138



         Any party hereto may change its address or telecopy number for notices
         and other communications hereunder by notice to the other parties
         hereto. All notices and other communications given to any party hereto
         in accordance with the provisions of this Agreement shall be deemed to
         have been given on the date of receipt.

                           SECTION 10.02. Waivers; Amendments. (a) No failure or
         delay by the Administrative Agent, the Issuing Bank or any Lender in
         exercising any right or power here under or under any other Loan
         Document shall operate as a waiver thereof, nor shall any single or
         partial exercise of any such right or power, or any abandonment or
         discontinu ance of steps to enforce such a right or power, preclude any
         other or further exercise thereof or the exercise of any other right or
         power. The rights and remedies of the Administrative Agent, the Issuing
         Bank and the Lenders hereunder and under the other Loan Documents are
         cumulative and are not exclusive of any rights or remedies that they
         would otherwise have. No waiver of any provision of any Loan Document
         or consent to any departure by any Loan Party therefrom shall in any
         event be effective unless the same shall be permitted by paragraph (b)
         of this Section, and then such waiver or consent shall be effective
         only in the specific instance and for the purpose for which given.
         Without limiting the generality of the foregoing, the making of a Loan
         or issuance of a Letter of Credit shall not be construed as a waiver of
         any Default, regardless of whether the Administrative Agent, any Lender
         or the Issuing Bank may have had notice or knowledge of such Default at
         the time.

                           (b) Neither this Agreement nor any other Loan
         Document nor any provision hereof or thereof may be waived, amended or
         modified except, in the case of this Agreement, pursuant to an
         agreement or agreements in writing entered into by Holdings, the Parent
         Borrower, each Foreign Subsidiary Borrower (but only to the extent such
         waiver, amendment or modification relates to such Foreign Subsidiary
         Borrower) and the Required Lenders or, in the case of any other Loan
         Document, pursuant to an agreement or agreements in writing entered
         into by the Administrative Agent and the Loan Party or Loan Parties
         that are parties thereto, in each case with the consent of the Required
         Lenders; provided that no such agreement shall (i) increase the
         Commitment of any Lender without the written consent of such Lender,
         (ii) reduce the principal amount of any Loan or LC Disbursement or
         reduce the rate of interest thereon, or reduce any fees payable
         hereunder, without the written consent of each Lender affected thereby,
         (iii) postpone the maturity of any Loan, or any scheduled date of
         payment of the principal amount of any Term Loan under Section 2.10, or
         the required


<PAGE>
                                                                             139


         date of reimbursement of any LC Disbursement, or any date for the
         payment of any interest or fees payable hereunder, or reduce the amount
         of, waive or excuse any such payment, or postpone the scheduled date of
         expiration of any Commitment or postpone the scheduled date of
         expiration of any Letter of Credit beyond the Revolving Maturity Date,
         without the written consent of each Lender affected thereby, (iv)
         change Section 2.18(b) or (c) in a manner that would alter the pro rata
         sharing of payments required thereby, without the written consent of
         each Lender, (v) change the percentage set forth in the definition of
         "Required Lenders" or any other provision of any Loan Document
         (including this Section) specifying the number or percentage of Lenders
         (or Lenders of any Class) required to waive, amend or modify any rights
         thereunder or make any determination or grant any consent thereunder,
         without the written consent of each Lender (or each Lender of such
         Class, as the case may be), (vi) release Holdings or any Subsidiary
         Loan Party from its Guarantee under the Guarantee Agreement (except as
         expressly provided in the Guarantee Agreement), or limit its liability
         in respect of such Guarantee, without the written consent of each
         Lender, (vii) release all or substantially all of the Collateral from
         the Liens of the Security Documents, without the written consent of
         each Lender or (viii) change any provisions of any Loan Document in a
         manner that by its terms adversely affects the rights in respect of
         payments due to Lenders holding Loans of any Class differently than
         those holding Loans of any other Class, without the written consent of
         Lenders holding a majority in interest of the outstanding Loans and
         unused Commitments of each affected Class; provided further that (A) no
         such agreement shall amend, modify or otherwise affect the rights or
         duties of the Administrative Agent, the Issuing Bank or the Swingline
         Lender without the prior written consent of the Administrative Agent,
         the Issuing Bank or the Swingline Lender, as the case may be, and (B)
         any waiver, amendment or modification of this Agreement that by its
         terms affects the rights or duties under this Agreement of the
         Revolving Lenders (but not the Tranche D Lenders) or the Tranche D
         Lenders (but not the Revolving Lenders), may be effected by an
         agreement or agreements in writing entered into by Holdings, the Parent
         Borrower, each Foreign


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                                                                             140

         Subsidiary Parent Borrower (but only to the extent such waiver,
         amendment or modification relates to such Foreign Subsidiary Borrower)
         and requisite percentage in interest of the affected Class of Lenders
         that would be required to consent thereto under this Section if such
         Class of Lenders were the only Class of Lenders hereunder at the time.
         Notwithstanding the foregoing, any provision of this Agreement may be
         amended by an agreement in writing entered into by Holdings, the Parent
         Borrower, each Foreign Subsidiary Borrower (but only to the extent such
         waiver, amendment or modification relates to such Foreign Subsidiary
         Borrower), the Required Lenders and the Administrative Agent (and, if
         their rights or obligations are affected thereby, the Issuing Bank and
         the Swingline Lender) if (i) by the terms of such agreement the
         Commitment of each Lender not consenting to the amendment provided for
         therein shall terminate upon the effectiveness of such amendment and
         (ii) at the time such amendment becomes effective, each Lender not
         consenting thereto receives payment in full of the principal of and
         interest accrued on each Loan made by it and all other amounts owing to
         it or accrued for its account under this Agreement.

                           SECTION 10.03. Expenses; Indemnity; Damage Waiver.
         (a) Holdings, the Parent Borrower and each Foreign Subsidiary Borrower,
         jointly and severally, shall pay (i) all reasonable out-of-pocket
         expenses incurred by the Administrative Agent and its Affiliates,
         including the reasonable fees, charges and disbursements of one counsel
         in each applicable jurisdiction for the Administrative Agent, in
         connection with the syndication of the credit facilities provided for
         herein, due diligence investigation, the preparation and administration
         of the Loan Documents or any amendments, modifications or waivers of
         the provisions thereof (whether or not the transactions contemplated
         hereby or thereby shall be consummated), (ii) all reasonable
         out-of-pocket expenses incurred by the Issuing Bank in connection with
         the issuance, amendment, renewal or extension of any Letter of Credit
         or any demand for payment thereunder and (iii) all out-of-pocket
         expenses incurred by the Administrative Agent, the Issuing Bank or any
         Lender, including the fees, charges and disbursements of any counsel
         for the Administrative Agent, the Issuing Bank or any Lender, in
         connection with the enforcement or protection of its rights in
         connection with the Loan Documents, including its rights under this
         Section, or in connection with the Loans made or Letters of Credit
         issued hereunder, including all such out-of-pocket expenses incurred
         during any workout, restructuring or negotiations in respect of such
         Loans or Letters of Credit.

                           (b) Holdings, the Parent Borrower and each Foreign
         Subsidiary Borrower, jointly and severally, shall indemnify the
         Administrative Agent, the Issuing Bank and each Lender, and each
         Related Party of any of the foregoing Persons (each such Person being
         called an "Indemnitee") against, and hold each Indemnitee harmless
         from, any and all losses, claims, damages, liabilities and related
         expenses, including the fees, charges and disbursements of any counsel
         for any Indemnitee, incurred by or asserted against any


<PAGE>
                                                                             141


         Indemnitee arising out of, in connection with, or as a result of (i)
         the execution or delivery of any Loan Document or any other agreement
         or instrument contemplated hereby, the performance by the parties to
         the Loan Documents of their respective obligations thereunder or the
         consummation of the Transactions or any other transactions contemplated
         hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
         therefrom (including any refusal by the Issuing Bank to honor a demand
         for payment under a Letter of Credit if the documents presented in
         connection with such demand do not strictly comply with the terms of
         such Letter of Credit), (iii) any actual or alleged presence or release
         of Hazardous Materials on or from any Mortgaged Property or any other
         property currently or formerly owned or operated by the Parent Borrower
         or any of its Subsidiaries, or any Environmental Liability related in
         any way to the Parent Borrower or any of its Subsidiaries, or (iv) any
         actual or prospective claim, litigation, investigation or proceeding
         relating to any of the foregoing, whether based on contract, tort or
         any other theory and regardless of whether any Indemnitee is a party
         thereto; provided that such indemnity shall not, as to any Indemnitee,
         be available to the extent that such losses, claims, damages,
         liabilities or related expenses are determined by a court of competent
         jurisdiction by final and nonappealable judgment to have resulted from
         the gross negligence or wilful misconduct of such Indemnitee.

                           (c) To the extent that Holdings, the Parent Borrower
         and the Foreign Subsidiary Borrowers fail to pay any amount required to
         be paid by it to the Administrative Agent, the Issuing Bank or the
         Swingline Lender under paragraph (a) or (b) of this Section, each
         Lender severally agrees to pay to the Administrative Agent, the Issuing
         Bank or the Swingline Lender, as the case may be, such Lender's pro
         rata share (determined as of the time that the applicable unreimbursed
         expense or indemnity payment is sought) of such unpaid amount; provided
         that the unreimbursed expense or indemnified loss, claim, damage,
         liability or related expense, as the case may be, was incurred by or
         asserted against the Administrative Agent, the Issuing Bank or the
         Swingline Lender in its capacity as such. For purposes hereof, a
         Lender's "pro rata share" shall be determined based upon its share of
         the sum of the total Revolving Exposures, outstanding Term Loans and
         unused Commitments at the time.

                           (d) To the extent permitted by applicable law, none
         of Holdings, the Parent Borrower or any Foreign Subsidiary Borrower
         shall assert, and each hereby waives, any claim against any Indemnitee,
         on any theory of


<PAGE>
                                                                             142


         liability, for special, indirect, consequential or punitive damages (as
         opposed to direct or actual damages) arising out of, in connection
         with, or as a result of, this Agreement or any agreement or instrument
         contemplated hereby, the Transactions, any Loan or Letter of Credit or
         the use of the proceeds thereof.

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

                           (f) Neither Heartland nor any director, officer,
         employee, stockholder or member, as such, of any Loan Party or
         Heartland shall have any liability for the Obligations or for any claim
         based on, in respect of or by reason of the Obligations or their
         creation; provided that the foregoing shall not be construed to relieve
         any Loan Party of its Obligations under any Loan Document.

                           SECTION 10.04. Successors and Assigns. (a) The
         provisions of this Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and
         assigns permitted hereby (including any Affiliate of the Issuing Bank
         that issues any Letter of Credit), except that none of Holdings, the
         Parent Borrower or any Foreign Subsidiary Borrower may assign or
         otherwise transfer any of its rights or obligations hereunder without
         the prior written consent of each Lender (and any attempted assignment
         or transfer by the Parent Borrower or any Foreign Subsidiary Borrower
         without such consent shall be null and void). Nothing in this
         Agreement, expressed or implied, shall be construed to confer upon any
         Person (other than the parties hereto, their respective successors and
         assigns permitted hereby (including any Affiliate of the Issuing Bank
         that issues any Letter of Credit) and, to the extent expressly
         contemplated hereby, the Related Parties of each of the Administrative
         Agent, the Issuing Bank and the Lenders) any legal or equitable right,
         remedy or claim under or by reason of this Agreement.

                           (b) Any Lender may assign to one or more assignees
         all or a portion of its rights and obligations under this Agreement
         (including all or a portion of its Commitment and the Loans at the time
         owing to it); provided that (i) except in the case of an assignment to
         a Lender or a Lender Affiliate, each of the Parent Borrower, each
         Foreign Subsidiary Borrower (but only to the extent such assignment
         relates to Foreign Currency Commitments or Foreign Currency Loans
         relating to such Foreign Subsidiary Borrower) and the Administrative
         Agent (and, in the case of an assignment of all or a portion of a
         Revolving Commitment or any Lender's obligations in respect of its LC
         Exposure or


<PAGE>
                                                                             143


         Swingline Exposure, the Issuing Bank and the Swingline Lender) must
         give their prior written consent to such assignment (which consent
         shall not be unreasonably withheld or delayed), (ii) except in the case
         of an assignment to a Lender or a Lender Affiliate or an assignment of
         the entire remaining amount of the assigning Lender's Commitment or
         Loans, the amount of the Commitment or Loans of the assigning Lender
         subject to each such assignment (determined as of the date the
         Assignment and Acceptance with respect to such assignment is delivered
         to the Administrative Agent) shall not be less than (x) in the case of
         Revolving Commitments and Revolving Loans, $5,000,000, and (y) in the
         case of Tranche D Commitments and Tranche D Loans, $1,000,000 unless
         each of the Parent Borrower, each Foreign Subsidiary Borrower (but only
         to the extent such assignment relates to Foreign Currency Commitments
         or Foreign Currency Loans relating to such Foreign Subsidiary Borrower)
         and the Administrative Agent otherwise consent, (iii) each partial
         assignment shall be made as an assignment of a proportionate part of
         all the assigning Lender's rights and obligations under this Agreement,
         except that this clause (iii) shall not be construed to prohibit the
         assignment of a proportionate part of all the assigning Lender's rights
         and obligations in respect of one Class of Commitments or Loans, (iv)
         notwithstanding anything to the contrary, assignments by any Revolving
         Lender of any portion of its Revolving Commitments or any portion of
         Revolving Loans must include a ratable portion of its Foreign Currency
         Commitments and ratable portion of its Foreign Currency Loans and visa
         versa, (v) the parties to each assignment shall execute and deliver to
         the Administrative Agent an Assignment and Acceptance, together with a
         processing and recordation fee of $3,500, and (vi) the assignee, if it
         shall not be a Lender, shall deliver to the Administrative Agent an
         Administrative Questionnaire; and provided further that any consent of
         the Parent Borrower or any Foreign Subsidiary Borrower otherwise
         required under this paragraph shall not be required if an Event of
         Default under Article VII has occurred and is continuing. Subject to
         acceptance and recording thereof pursuant to paragraph (d) of this
         Section, from and after the effective date specified in each Assignment
         and Acceptance the assignee thereunder shall be a party hereto and, to
         the extent of the interest assigned by such Assignment and Acceptance,
         have the rights and obligations of a Lender under this Agreement
         (provided that any liability of the Parent Borrower or any Foreign
         Subsidiary Borrower to such assignee under Section 2.15, 2.16 or 2.17
         shall be limited to the amount, if any, that would have been payable
         thereunder by the Parent Borrower or any Foreign Subsidiary Borrower in
         the absence of such assignment), and the assigning Lender thereunder
         shall, to


<PAGE>
                                                                             144


         the extent of the interest assigned by such Assignment and Acceptance,
         be released from its obligations under this Agreement (and, in the case
         of an Assignment and Acceptance covering all of the assigning Lender's
         rights and obligations under this Agreement, such Lender shall cease to
         be a party hereto but shall continue to be entitled to the benefits of
         Sections 2.15, 2.16, 2.17 and 10.03). Any assignment or transfer by a
         Lender of rights or obligations under this Agreement that does not
         comply with this paragraph shall be treated for purposes of this
         Agreement as a sale by such Lender of a participation in such rights
         and obligations in accordance with paragraph (e) of this Section.

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

                           (d) Upon its receipt of a duly completed Assignment
         and Acceptance executed by an assigning Lender and an assignee, the
         assignee's completed Administrative Questionnaire (unless the assignee
         shall already be a Lender hereunder), the processing and recordation
         fee referred to in paragraph (b) of this Section and any written
         consent to such assignment required by paragraph (b) of this Section,
         the Administrative Agent shall accept such Assignment and Acceptance
         and record the information contained therein in the Register. No
         assignment shall be effective for purposes of this Agreement unless it
         has been recorded in the Register as provided in this paragraph.

                           (e) Any Lender may, without the consent of the Parent
         Borrower or any Foreign Subsidiary Borrower, the Administrative Agent,
         the Issuing Bank or the Swingline Lender, sell participations to one or
         more banks or other


<PAGE>
                                                                             145


         entities (a "Participant") in all or a portion of such Lender's rights
         and obligations under this Agreement (including all or a portion of its
         Commitment and the Loans owing to it); provided that (i) such Lender's
         obligations under this Agreement shall remain unchanged, (ii) such
         Lender shall remain solely responsible to the other parties hereto for
         the performance of such obligations and (iii) Holdings, the Parent
         Borrower, the Foreign Subsidiary Borrowers, the Administrative Agent,
         the Issuing Bank and the other Lenders shall continue to deal solely
         and directly with such Lender in connection with such Lender's rights
         and obligations under this Agreement. Any agreement or instrument
         pursuant to which a Lender sells such a participation shall provide
         that such Lender shall retain the sole right to enforce the Loan
         Documents and to approve any amendment, modification or waiver of any
         provision of the Loan Documents; provided that such agreement or
         instrument may provide that such Lender will not, without the consent
         of the Participant, agree to any amendment, modification or waiver
         described in the first proviso to Section 10.02(b) that affects such
         Participant. Subject to paragraph (f) of this Section, the Parent
         Borrower and the Foreign Subsidiary Borrowers agree that each
         Participant shall be entitled to the benefits of Sections 2.15, 2.16
         and 2.17 to the same extent as if it were a Lender and had acquired its
         interest by assignment pursuant to para graph (b) of this Section. To
         the extent permitted by law, each Participant also shall be entitled to
         the benefits of Section 10.08 as though it were a Lender, provided such
         Participant agrees to be subject to Section 2.18(c) as though it were a
         Lender.

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

                           (g) Any Lender may at any time pledge or assign a
         security interest in all or any portion of its rights under


<PAGE>
                                                                             146


         this Agreement to secure obligations of such Lender, including any
         pledge or assignment to secure obligations to a Federal Reserve Bank,
         and this Section shall not apply to any such pledge or assignment of a
         security interest; provided that no such pledge or assignment of a
         security interest shall release a Lender from any of its obligations
         hereunder or substitute any such pledgee or assignee for such Lender as
         a party hereto.

                           SECTION 10.05. Survival. All covenants, agree ments,
         representations and warranties made by the Loan Parties in the Loan
         Documents and in the certificates or other instruments delivered in
         connection with or pursuant to this Agreement or any other Loan
         Document shall be considered to have been relied upon by the other
         parties hereto and shall survive the execution and delivery of the Loan
         Documents and the making of any Loans and issuance of any Letters of
         Credit, regardless of any investigation made by any such other party or
         on its behalf and notwithstanding that the Administrative Agent, the
         Issuing Bank or any Lender may have had notice or knowledge of any
         Default or incorrect representation or warranty at the time any credit
         is extended hereunder, and shall continue in full force and effect as
         long as the principal of or any accrued interest on any Loan or any fee
         or any other amount payable under this Agreement is outstanding and
         unpaid or any Letter of Credit is outstanding and so long as the
         Commitments have not expired or terminated. The provisions of Sections
         2.15, 2.16, 2.17 and 10.03 and Article VIII shall survive and remain in
         full force and effect regardless of the consummation of the
         transactions contemplated hereby, the repayment of the Loans, the
         expiration or termination of the Letters of Credit and the Commitments
         or the termination of this Agreement or any provision hereof.

                           SECTION 10.06. Counterparts; Integration;
         Effectiveness. This Agreement may be executed in counterparts (and by
         different parties hereto on different counterparts), each of which
         shall constitute an original, but all of which when taken together
         shall constitute a single contract. This Agreement, the other Loan
         Documents and any separate letter agreements with respect to fees
         payable to the Administrative Agent constitute the entire contract
         among the parties relating to the subject matter hereof and supersede
         any and all previous agreements and understandings, oral or written,
         relating to the subject matter hereof. Except as provided in Section
         4.01, this Agreement shall become effective when it shall have been
         executed by the Administrative Agent and when the Admini strative Agent
         shall have received counterparts hereof which, when taken together,
         bear the signatures of each of


<PAGE>
                                                                             147


         the other parties hereto, and thereafter shall be binding upon and
         inure to the benefit of the parties hereto and their respective
         successors and assigns. Delivery of an executed counterpart of a
         signature page of this Agreement by telecopy shall be effective as
         delivery of a manually executed counterpart of this Agreement.

                           SECTION 10.07. Severability. Any provision of this
         Agreement held to be invalid, illegal or unenforceable in any
         jurisdiction shall, as to such jurisdiction, be ineffective to the
         extent of such invalidity, illegality or unenforceability without
         affecting the validity, legality and enforceability of the remaining
         provisions hereof; and the invalidity of a particular provision in a
         particular jurisdiction shall not invalidate such provision in any
         other jurisdiction.

                           SECTION 10.08. Right of Setoff. If an Event of
         Default shall have occurred and be continuing, each Lender and each of
         its Affiliates is hereby authorized at any time and from time to time,
         to the fullest extent permitted by law, to set off and apply any and
         all deposits (general or special, time or demand, provisional or final)
         at any time held and other obligations at any time owing by such Lender
         or Affiliate to or for the credit or the account of the Parent Borrower
         or any Foreign Subsidiary Borrower against any of and all the
         obligations of the Parent Borrower or any Foreign Subsidiary Borrower
         now or hereafter existing under this Agreement held by such Lender,
         irrespective of whether or not such Lender shall have made any demand
         under this Agreement and although such obligations may be unmatured.
         The rights of each Lender under this Section are in addition to other
         rights and remedies (including other rights of setoff) which such
         Lender may have.

                           SECTION 10.09. Governing Law; Jurisdiction; Consent
         to Service of Process. (a) This Agreement shall be construed in
         accordance with and governed by the law of the State of New York.

                           (b) Each of Holdings, the Parent Borrower and each
         Foreign Subsidiary Borrower hereby irrevocably and unconditionally
         submits, for itself and its property, to the nonexclusive jurisdiction
         of the Supreme Court of the State of New York sitting in New York
         County and of the United States District Court of the Southern District
         of New York, and any appellate court from any thereof, in any action or
         proceeding arising out of or relating to any Loan Document, or for
         recognition or enforcement of any judgment, and each of the parties
         hereto hereby irrevocably and unconditionally agrees that all claims in
         respect of any


<PAGE>
                                                                             148


         such action or proceeding may be heard and determined in such New York
         State or, to the extent permitted by law, in such Federal court. Each
         of the parties hereto agrees that a final judgment in any such action
         or proceeding shall be conclusive and may be enforced in other
         jurisdictions by suit on the judgment or in any other manner provided
         by law. Nothing in this Agreement or any other Loan Document shall
         affect any right that the Administrative Agent, the Issuing Bank or any
         Lender may otherwise have to bring any action or proceeding relating to
         this Agreement or any other Loan Document against Holdings, the Parent
         Borrower, any of the Foreign Subsidiary Borrowers or their properties
         in the courts of any jurisdiction.

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

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

                           SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY
         HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
         LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
         DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
         ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
         (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
         HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
         OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
         PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
         FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
         HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
         THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                           SECTION 10.11. Headings. Article and Section headings
         and the Table of Contents used herein are for convenience of reference
         only, are not part of this


<PAGE>
                                                                             149


         Agreement and shall not affect the construction of, or be taken into
         consideration in interpreting, this Agreement.

                           SECTION 10.12. Confidentiality. Each of the
         Administrative Agent, the Issuing Bank and the Lenders agrees to
         maintain the confidentiality of the Information (as defined below),
         except that Information may be disclosed (a) to its and its Lender
         Affiliates' directors, officers, employees and agents, including
         accountants, legal counsel and other advisors (it being understood that
         the Persons to whom such disclosure is made will be informed of the
         confidential nature of such Information and instructed to keep such
         Information confidential pursuant to the terms hereof), (b) to the
         extent requested by any regulatory authority, (c) to the extent
         required by applicable laws or regulations or by any subpoena or
         similar legal process, (d) to any other party to this Agreement, (e) in
         connection with the exercise of any remedies hereunder or any suit,
         action or proceeding relating to this Agreement or any other Loan
         Document or the enforcement of rights hereunder or thereunder, (f)
         subject to an agreement containing provisions substantially the same as
         those of this Section, to (i) any assignee of or Participant in, or any
         prospective assignee of or Participant in, any of its rights or
         obligations under this Agreement, (ii) any actual or prospective
         counterparty (or its advisors) to any swap or derivative transaction
         relating to the Parent Borrower, any Foreign Subsidiary Borrower and
         their respective obligations or (iii) any direct or indirect
         contractual counterparty (or its advisors) to any swap transaction
         relating to a Lender's obligations hereunder, (g) with the consent of
         the Parent Borrower or (h) to the extent such Information (i) is
         publicly available at the time of disclosure or becomes publicly
         available other than as a result of a breach of this Section or (ii)
         becomes available to the Administrative Agent, the Issuing Bank or any
         Lender on a nonconfidential basis from a source other than Holdings,
         the Parent Borrower or


<PAGE>
                                                                             150


         any Subsidiary (including the Receivables Subsidiary and the Saturn
         Subsidiary). For the purposes of this Section, "Information" means all
         information received from Holdings, the Parent Borrower or any
         Subsidiary (including the Receivables Subsidiary and the Saturn
         Subsidiary) relating to Holdings, the Parent Borrower or any Subsidiary
         (including the Receivables Subsidiary and the Saturn Subsidiary) or its
         business, other than any such information that is available to the
         Administrative Agent, the Issuing Bank or any Lender on a
         nonconfidential basis prior to disclosure by Holdings, the Parent
         Borrower or any Subsidiary (including the Receivables Subsidiary and
         the Saturn Subsidiary); provided that, in the case of information
         received from Holdings, the Parent Borrower or any Subsidiary
         (including the Receivables Subsidiary and the Saturn Subsidiary) after
         the date hereof, such information is clearly identified at the time of
         delivery as confidential. Any Person required to maintain the
         confidentiality of Information as provided in this Section shall be
         considered to have complied with its obligation to do so if such Person
         has exercised the same degree of care to maintain the confidentiality
         of such Information as such Person would accord to its own confidential
         information.

                           SECTION 10.13. Interest Rate Limitation.
         Notwithstanding anything herein to the contrary, if at any time the
         interest rate applicable to any Loan, together with all fees, charges
         and other amounts which are treated as interest on such Loan under
         applicable law (collectively the "Charges"), shall exceed the maximum
         lawful rate (the "Maximum Rate") which may be contracted for, charged,
         taken, received or reserved by the Lender holding such Loan in
         accordance with applicable law, the rate of interest payable in respect
         of such Loan hereunder, together with all Charges payable in respect
         thereof, shall be limited to the Maximum Rate and, to the extent
         lawful, the interest and Charges that would have been payable in
         respect of such Loan but were not payable as a result of the operation
         of this Section shall be cumulated and the interest and Charges payable
         to such Lender in respect of other Loans or periods shall be increased
         (but not above the Maximum Rate therefor) until such cumulated amount,
         together with interest thereon at the Federal Funds Effective Rate to
         the date of repayment, shall have been received by such Lender.

                           SECTION 10.14. Judgment Currency. (a) The obligations
         hereunder of the Parent Borrower and the Foreign Subsidiary Borrowers
         and under the other Loan Documents to make payments in Dollars or in
         the Foreign Currencies, as the case may be, (the "Obligation Currency")
         shall not be discharged or satisfied by any tender or recovery pursuant
         to any judgment expressed in or converted into any currency other than
         the Obligation Currency, except to the extent that such tender or
         recovery results in the effective receipt by the Administrative Agent,
         the Collateral Agent or a Lender of the full amount of the Obligation
         Currency expressed to be payable to the Administrative Agent,
         Collateral Agent or Lender under this Agreement or the other Loan
         Documents. If, for the purpose of obtaining or enforcing judgment
         against the Parent Borrower, any Foreign Subsidiary Borrower or any
         other Loan Party in any court or in any jurisdiction, it becomes
         necessary to convert into or from any currency other than the
         Obligation Currency (such other currency being hereinafter referred to
         as the "Judgment Currency") an amount due in the Obligation


<PAGE>
                                                                             151


         Currency, the conversion shall be made, at the Dollar Equivalent of
         such amount, in each case, as of the date immediately preceding the day
         on which the judgment is given (such Business Day being hereinafter
         referred to as the "Judgment Currency Conversion Date").

                           (b) If there is a change in the rate of exchange
         prevailing between the Judgment Currency Conversion Date and the date
         of actual payment of the amount due, the Parent Borrower and each
         Foreign Subsidiary Borrower, as the case may be, covenants and agrees
         to pay, or cause to be paid, such additional amounts, if any (but in
         any event not a lesser amount), as may be necessary to ensure that the
         amount paid in the Judgment Currency, when converted at the rate of
         exchange prevailing on the date of payment, will produce the amount of
         the Obligation Currency which could have been purchased with the amount
         of Judgment Currency stipulated in the judgment or judicial award at
         the rate of exchange prevailing on the Judgment Currency Conversion
         Date.

                           (c) For purposes of determining the Dollar
         Equivalent, such amounts shall include any premium and costs payable in
         connection with the purchase of the Obligation Currency.

                           SECTION 10.15. Effectiveness of the Amendment and
         Restatement; Original Credit Agreement. This Agreement shall become
         effective on the Effective Date, and thereafter shall be binding upon
         and inure to the benefit of the parties hereto and the parties to the
         Original Credit Agreement and their respective successors and assigns.
         Until this Agreement becomes effective, the Original Credit Agreement
         shall remain in full force and effect and shall not be affected hereby.
         After the Effective Date, all obligations of Holdings, the Parent
         Borrower and the Foreign Subsidiary Borrowers under the Original Credit
         Agreement shall become obligations of Holdings, the Parent Borrower and
         the Foreign Subsidiary Borrowers hereunder, secured by the Liens
         granted under the Security Documents, and the provisions of the
         Original Credit Agreement shall be superseded by the provisions hereof.
         Except as otherwise expressly stated hereunder, the term of this
         Agreement is for all purposes deemed to have commenced on the Effective
         Date.



<PAGE>




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


                                            METALDYNE CORPORATION,

                                            by

                                            /s/ Karen A. Radtke
                                            -------------------
                                            Name: Karen A. Radtke
                                            Title: Vice President and Treasurer


                                            METALDYNE COMPANY LLC,

                                            by

                                            /s/ Karen A. Radtke
                                            -------------------
                                            Name: Karen A. Radtke
                                            Title: Vice President and Treasurer


                                            JPMORGAN CHASE BANK, individually
                                            and as Administrative Agent,
                                            Collateral Agent and Swingline
                                            Lender,

                                                                              by
                                            /s/ Rick W. Duker
                                            -----------------
                                            Name: Rick W. Duker
                                            Title: Managing Director



<PAGE>

                                                                             153

                                            CREDIT SUISSE FIRST BOSTON,
                                            individually and as Syndication
                                            Agent,

                                            by

                                            /s/ Richard B. Carey
                                            --------------------
                                            Name: Richard B. Carey
                                            Title: Managing Director


                                            by

                                            /s/ Ian W. Nalitt
                                            -----------------
                                            Name: Ian W. Nalitt
                                            Title: Associate


                                            WACHOVIA BANK, NATIONAL ASSOCIATION
                                            (f/k/a FIRST UNION NATIONAL BANK),
                                            individually and as Documentation
                                            Agent,

                                            by

                                            /s/ Frederick E. Blumer
                                            -----------------------
                                            Name: Frederick E. Blumer
                                            Title: Vice President


                                            NATIONAL CITY BANK, individually and
                                            as Documentation Agent,

                                            by

                                            /s/ Russell H. Liebetrau, Jr.
                                            -----------------------------
                                            Name: Russell H. Liebetrau, Jr.
                                            Title: Senior Vice President


                                            BANK ONE, NA, individually and as
                                            Documentation Agent,

                                            by

                                            /s/ William J. Maxbauer
                                            -----------------------
                                            Name: William J. Maxbauer
                                            Title: Director



<PAGE>

                                                                             154

                                            SIGNATURE PAGE TO THE AMENDED AND
                                            RESTATED CREDIT AGREEMENT, WITH
                                            RESPECT TO THE CREDIT AGREEMENT
                                            DATED AS OF NOVEMBER 28, 2000, AMONG
                                            METALDYNE CORPORATION, METALDYNE
                                            COMPANY LLC, THE SUBSIDIARY TERM
                                            BORROWERS, THE FOREIGN SUBSIDIARY
                                            BORROWERS, THE LENDERS, JPMORGAN
                                            CHASE BANK, AS ADMINISTRATIVE AGENT,
                                            COLLATERAL AGENT, SWINGLINE LENDER
                                            AND ISSUING BANK, CREDIT SUISSE
                                            FIRST BOSTON, AS SYNDICATION AGENT,
                                            COMERICA BANK, AS DOCUMENTATION
                                            AGENT, FIRST UNION NATIONAL BANK, AS
                                            DOCUMENTATION AGENT, NATIONAL CITY
                                            BANK, AS DOCUMENTATION AGENT, AND
                                            BANK ONE, NA, AS DOCUMENTATION
                                            AGENT.


                                            BNP PARIBAS

                                            by

                                            /s/ Cecile Scherer
                                            ------------------
                                            Name: Cecile Scherer
                                            Title: Director

                                            by

                                            /s/ Catherine Haille
                                            --------------------
                                            Name: Catherine Haille
                                            Title: Director


                                            IKB CAPITAL CORPORATION

                                            by

                                            /s/ David Snyder
                                            -------------------
                                            Name: David Snyder
                                            Title: President


<PAGE>

                                                                             155






                                           NATEXIS BANQUES POPULAIRES

                                           by

                                           /s/ Frank H. Madden, Jr.
                                           ------------------------
                                           Name: Frank H. Madden, Jr.
                                           Title: Vice President & Group Manager



                                            by

                                            /s/ Kristen Brianard
                                            --------------------
                                            Name: Kristen Brainard
                                            Title: Associate


                                           TORONTO DOMINION (NEW YORK), INC.

                                            by

                                            /s/ Gwen Zirkle
                                            -------------------
                                            Name: Gwen Zirkle
                                            Title: Vice President



                                           OPPENHEIMER SENIOR FLOATING RATE
                                           FUND,

                                            by

                                            /s/ Bill Campbell
                                            -------------------
                                            Name: Bill Campbell
                                            Title: Manager



                                           KZH CNC LLC

                                            by

                                            /s/ Susan Lee
                                            -------------------
                                            Name: Susan Lee
                                            Title: Authorized Agent

<PAGE>


                                                                             156





                                           THE SUMITOMO TRUST & BANKING CO.,
                                            LTD. NEW YORK BRANCH

                                            by

                                            /s/ Elizabeth A. Quirk
                                            ----------------------
                                            Name: Elizabeth A. Quirk
                                            Title: Vice President



                                           TRAVELERS CORPORATE LOAN FUND INC.

                                           By   Travelers Asset Management
                                                International Company, LLC

                                            by

                                            /s/ Matthew J. McInerny
                                            -----------------------
                                            Name: Matthew J. McInerny
                                            Title: Assistant Investment Officer



                                           GENERAL ELECTRIC CAPITAL CORPORATION

                                            by

                                            /s/ William S. Richardson
                                            -------------------------
                                            Name: William S. Richardson
                                            Title: Duly Authorized Signatory