<PAGE>

                                                                    Exhibit 10.1

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                  June 23, 2004

                                      Among

                             ARGO-TECH CORPORATION,
                                  as Borrower,

                            AT HOLDINGS CORPORATION,

                            The LENDERS Party Hereto

                                       and

                               NATIONAL CITY BANK,
                             as Administrative Agent

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

               NATIONAL CITY BANK and J.P. MORGAN SECURITIES INC.,
                  as Joint Lead Arrangers and Joint Bookrunners

                              JPMORGAN CHASE BANK,
                              as Syndication Agent

                      GENERAL ELECTRIC CAPITAL CORPORATION
                                       and
                              FIRSTMERIT BANK, N.A.
                           as Co-Documentation Agents

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                         Page
                                                                                                                         ----
<S>                                                                                                                      <C>
ARTICLE I
Definitions
      SECTION 1.01.  Defined Terms....................................................................................     2
      SECTION 1.02.  Classification of Loans and Borrowings...........................................................    28
      SECTION 1.03.  Terms Generally..................................................................................    29
      SECTION 1.04.  Accounting Terms; GAAP...........................................................................    29
ARTICLE II
The Credits
      SECTION 2.01.  Commitments; Outstanding Loans...................................................................    29
      SECTION 2.02.  Loans and Borrowings.............................................................................    30
      SECTION 2.03.  Requests for Borrowings..........................................................................    31
      SECTION 2.04.  Letters of Credit................................................................................    32
      SECTION 2.05.  Funding of Borrowings............................................................................    36
      SECTION 2.06.  Interest Elections...............................................................................    37
      SECTION 2.07.  Termination and Reduction of Commitments.........................................................    38
      SECTION 2.08.  Repayment of Loans; Evidence of Debt.............................................................    39
      SECTION 2.10.  Prepayment of Loans..............................................................................    40
      SECTION 2.11.  Fees.............................................................................................    41
      SECTION 2.12.  Interest.........................................................................................    42
      SECTION 2.13.  Alternate Rate of Interest.......................................................................    43
      SECTION 2.14.  Increased Costs..................................................................................    44
      SECTION 2.15.  Break Funding Payments...........................................................................    45
      SECTION 2.16.  Taxes............................................................................................    45
      SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs.......................................    46
      SECTION 2.18.  Mitigation Obligations; Replacement of Lenders...................................................    48
      SECTION 2.19.  All Advances to Constitute One Indebtedness; Same Indebtedness; Other References.................    49
ARTICLE III
Representations and Warranties
      SECTION 3.01.  Organization; Powers.............................................................................    49
      SECTION 3.02.  Authorization; Enforceability....................................................................    49
      SECTION 3.03.  Governmental Approvals; No Conflicts.............................................................    50
      SECTION 3.04.  Financial Condition; No Material Adverse Change..................................................    50
      SECTION 3.05.  Properties.......................................................................................    51
      SECTION 3.06.  Litigation and Environmental Matters.............................................................    51
      SECTION 3.07.  Compliance with Laws and Agreements..............................................................    51
      SECTION 3.08.  Investment and Holding Company Status............................................................    52
      SECTION 3.09.  Taxes............................................................................................    52
      SECTION 3.10.  ERISA............................................................................................    52
</TABLE>

                                       2

<PAGE>

<TABLE>
<S>                                                                                                                       <C>
      SECTION 3.11.  Disclosure.......................................................................................    52
      SECTION 3.12.  Subsidiaries.....................................................................................    52
      SECTION 3.13.  Insurance........................................................................................    52
      SECTION 3.14.  Labor Matters....................................................................................    53
      SECTION 3.15.  Solvency.........................................................................................    53
      SECTION 3.16.  Security Documents...............................................................................    53
      SECTION 3.17. Federal Reserve Regulations.......................................................................    54
      SECTION 3.18. TRW Agreement.....................................................................................    54
      SECTION 3.19. Tax Status of ESOP................................................................................    54
      SECTION 3.20.  Certain Agreements...............................................................................    54
ARTICLE IV
Conditions
      SECTION 4.01.  Opening Covenants................................................................................    55
      SECTION 4.02.  Prior to Initial Credit Event....................................................................    55
      SECTION 4.03.  Each Credit Event................................................................................    58
ARTICLE V
Affirmative Covenants
      SECTION 5.01.  Financial Statements and Other Information.......................................................    58
      SECTION 5.02.  Notices of Material Events.......................................................................    60
      SECTION 5.03.  Information Regarding Collateral.................................................................    61
      SECTION 5.04.  Existence; Conduct of Business...................................................................    61
      SECTION 5.05.  Payment of Obligations...........................................................................    61
      SECTION 5.06.  Maintenance of Properties........................................................................    62
      SECTION 5.07.  Insurance........................................................................................    62
      SECTION 5.08.  Casualty and Condemnation........................................................................    63
      SECTION 5.09.  Books and Records; Inspection and Audit Rights...................................................    63
      SECTION 5.10.  Compliance with Laws and Agreements..............................................................    64
      SECTION 5.11.  Use of Proceeds and Letters of Credit............................................................    64
      SECTION 5.12.  Additional Subsidiaries..........................................................................    64
      SECTION 5.13.  Further Assurances...............................................................................    65
ARTICLE VI
Negative Covenants
      SECTION 6.01.  Indebtedness; Certain Equity Securities..........................................................    66
      SECTION 6.02.  Liens............................................................................................    67
      SECTION 6.03.  Fundamental Changes..............................................................................    68
      SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions........................................    69
      SECTION 6.05.  Asset Sales......................................................................................    71
      SECTION 6.06.  Sale and Lease-Back Transactions.................................................................    71
      SECTION 6.07.  Hedging Agreements...............................................................................    71
      SECTION 6.08.  Restricted Payments; Certain Payments of Indebtedness............................................    72
      SECTION 6.09.  Transactions with Affiliates.....................................................................    73
      SECTION 6.10.  Restrictive Agreements...........................................................................    74
      SECTION 6.11.  Amendment of Material Documents..................................................................    74
      SECTION 6.13. Leverage Ratio....................................................................................    75
      SECTION 6.15 Fixed Charge Coverage Ratio........................................................................    75
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                                                       <C>
      SECTION 6.16.  Certain Actions under June 2004 Note Documents...................................................    75
ARTICLE VII
Events of Default
ARTICLE VIII
The Administrative Agent
ARTICLE IX
Miscellaneous
      SECTION 9.01.  Notices..........................................................................................    80
      SECTION 9.02.  Waivers; Amendments..............................................................................    81
      SECTION 9.03.  Expenses; Indemnity; Damage Waiver...............................................................    82
      SECTION 9.04.  Successors and Assigns...........................................................................    84
      SECTION 9.05.  Survival.........................................................................................    87
      SECTION 9.06.  Counterparts; Integration; Effectiveness.........................................................    87
      SECTION 9.07.  Severability.....................................................................................    87
      SECTION 9.08.  Right of Setoff..................................................................................    88
      SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.......................................    88
      SECTION 9.10.  WAIVER OF JURY TRIAL.............................................................................    89
      SECTION 9.11.  Headings.........................................................................................    89
      SECTION 9.12.  Confidentiality..................................................................................    89
      SECTION 9.13.  Joint Lead Arrangers, et al......................................................................    90
      SECTION 9.14.  Interest Rate Limitation.........................................................................    90
      SECTION 9.15.  Existing Credit Agreement; Effectiveness of Amendment and Restatement............................    90
</TABLE>

                                       4
<PAGE>

SCHEDULES:

Schedule 1.01(a) -- Fiscal Quarter Ends
Schedule 1.01(b) -- Immaterial Subsidiaries
Schedule 2.01    -- Commitments
Schedule 2.01(b)    -- Existing Revolving Loans

Schedule 2.01(c) -- Existing Term Loans; Consolidated Term Loans
Schedule 2.04 -- Existing Letters of Credit
Schedule 3.05 -- Real Property
Schedule 3.06 -- Disclosed Matters
Schedule 3.12 -- Subsidiaries
Schedule 3.13 -- Insurance
Schedule 3.14 -- Labor Matters
Schedule 6.04 -- Investments
Schedule 6.10 -- Existing Restrictions

EXHIBIT:

Exhibit A -- Form of Assignment and Acceptance

                                       5
<PAGE>

            THIRD AMENDED AND RESTATED CREDIT AGREEMENT

            This Third Amended and Restated Credit Agreement is made and entered
into as of June 23, 2004, by and among:

      (i)   ARGO-TECH CORPORATION, a Delaware corporation (the "Borrower");

      (ii)  AT HOLDINGS CORPORATION, a Delaware corporation ("Holdings");

      (iii) THE FINANCIAL INSTITUTIONS as signatory lender parties hereto and
            their successors and assigns (collectively, the "Lenders", with each
            individually being a "Lender");

      (iv)  NATIONAL CITY BANK, as successor to JPMorgan Chase Bank, as
            Administrative Agent and Issuing Bank;

      (v)   JPMORGAN CHASE BANK, as Issuing Bank in respect of the Existing
            Letters of Credit (defined below);

      (vi)  GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent; and

      (vii) FIRSTMERIT BANK, N.A., as Co-Documentation Agent.

                                    Recitals:

            A. The Borrower, Holdings, JPMorgan Chase Bank, in its capacity as
administrative agent (in such capacity, the "Existing Agent"), and JPMorgan
Chase Bank, National City Bank, General Electric Capital Corporation, Comerica
Bank and Harris Trust and Savings Bank (collectively, the "Existing Agreement
Lenders") are the parties to that certain Credit Agreement dated as of July 18,
1997, as amended and restated as of September 26, 1997 and as amended and
restated again as of January 24, 2003 (collectively, the "Existing Credit
Agreement"), as in effect immediately prior to the Third Restatement Effective
Date (as defined herein).

            B. Pursuant and subject to the Existing Credit Agreement, the
Lenders agreed to advance to the Borrower revolving credit loans in an aggregate
principal amount not to exceed $20,000,000 (collectively, the "Existing
Revolving Loans"), term loans in the original aggregate principal amount of
$100,000,000 (collectively, the "Existing Tranche A Term Loans") and delayed
advance acquisition loans in the original aggregate principal amount of
$15,000,000 (collectively, the "Existing Delayed Draw Acquisition Loans"); and,
at the request of the Borrower, JPMorgan Chase Bank, in its capacity as issuing
bank (in such capacity, the "Existing Issuing Bank"), agreed to issue letters of
credit (collectively, the "Existing Letters of Credit").

            C. On the close of business June 22, 2004, the aggregate unpaid
principal balance of the Existing Revolving Loans was $-0-; the aggregate unpaid
principal balance of the Existing Tranche A Term Loans was $17,129,700.00; the
aggregate unpaid principal balance of

<PAGE>

the Existing Delayed Draw Acquisition Loans was $2,720,300.00; and the aggregate
undrawn face amount of the Existing Letters of Credit was $2,492,195.26.

            D. The Borrower and Holdings have requested (i) the Existing
Agreement Lenders to amend and restate in their entirety the terms and
conditions of the Existing Credit Agreement to (a) extend the maturity of the
revolving credit facilities of the Existing Credit Agreement in order to enable
the Borrower to continue to borrow on a revolving credit basis and to have
letters of credit issued at the Borrower's request, on and after the date hereof
and from time to time during the Revolving Availability Period (defined below),
in an aggregate principal amount not in excess of $30,000,000 at any time
outstanding and (b) consolidate, amend and restate the Existing Tranche A Term
Loans and the Existing Delayed Draw Acquisition Loans into a single class of
term loans with modified principal amortization and an extended maturity date,
(ii) National City Bank to succeed the Existing Agent as successor
administrative agent for such amended and extended revolving credit and term
loan facilities, and (iii) National City Bank to succeed the Existing Issuing
Bank as successor letter of credit issuer for such amended and extended
revolving credit facility.

            E. Of the Existing Agreement Lenders, National City Bank, JP Morgan
Chase Bank and General Electric Capital Corporation have agreed to remain as
lenders for such amended and restated facilities; and Comerica Bank and Harris
Trust and Savings Bank (the "Departing Lenders") will be paid in full and cease
to be lenders for such facilities.

            F. Subject to the satisfaction of the terms and conditions set forth
in this Agreement, the parties hereto agree that the Existing Credit Agreement
shall be amended and restated as provided herein.

                                   Agreements:

            NOW, THEREFORE, in consideration of the foregoing Recitals and the
mutual agreements hereinafter set forth, the Borrower, Holdings, the Lenders,
the Issuing Bank and the Administrative Agent hereby agree that the Existing
Credit Agreement is hereby amended and restated in its entirety to provide as
follows:

                                    ARTICLE I

                                   Definitions

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

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

                                       2
<PAGE>

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

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

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

            "Administrative Agent" means National City Bank, in its capacity as
successor administrative agent for the Lenders hereunder.

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

            "Affiliate" means, with respect to a specified Person, another
Person that (a) directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified or (b) owns, directly or indirectly, 10% or more of the voting
securities of the Person specified.

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

            "Applicable Percentage" means, with respect to any 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 with respect to any ABR Loan or
Eurodollar 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" "Eurodollar Spread" or "Commitment Fee Rate", as the case may be,
based upon the Leverage Ratio as of the most recent determination date; provided
that until the delivery to the Administrative Agent, pursuant to Section
5.01(b), of Borrower's consolidated financial statements for Borrower's first
full fiscal quarter commencing after the Third Restatement Effective Date, the
"Applicable Rate" shall be the applicable rate per annum set forth below in
Category 1:

                                       3
<PAGE>

<TABLE>
<CAPTION>
Leverage Ratio:                                                             ABR          Eurodollar       Commitment Fee
                                                                           Spread          Spread             Rate
                                                                           ------          ------             ----
<S>                                                                        <C>           <C>              <C>
Category 1                                                                 1.25            2.75               0.50
Greater than or equal to 6.00 to 1.00

Category 2                                                                 1.00            2.50               0.50
Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00

Category 3                                                                 0.75            2.25              0.375
Less than 5.00 to 1.00
</TABLE>

            For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of Borrower's fiscal year based
upon Borrower's 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 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.

            "Argo-Tech Notes" means the senior unsecured subordinated notes in
the aggregate face principal amount of $55,000,000 due October 1, 2007 issued by
the Borrower, at a discount, on December 17, 1998.

            "Argo-Tech Notes Documents" means the indenture under which the
Argo-Tech Notes were issued and all other agreements and documents evidencing,
guaranteeing or providing for the terms and conditions of the Argo-Tech Notes.

            "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 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent.

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

                                       4
<PAGE>

            "Borrower" means Argo-Tech Corporation, a Delaware corporation.

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

            "Borrowing Base" means, as of any date of determination, an amount
equal to the sum of (a) 80% of the aggregate amount of the Eligible Accounts
Receivable as of such date, plus (b) 60% of the Eligible Inventory Value as of
such date. The Borrowing Base shall be computed by the Borrower as of the end of
each fiscal month during which the Revolving Exposure equals or exceeds
$15,000,000, and a Borrowing Base Certificate presenting the Borrower's
computation of the Borrowing Base will be delivered to the Administrative Agent
promptly, but in no event later than the 15th day of the following month;
provided that the Borrower may, at its option, deliver a Borrowing Base
Certificate at any time (but not more frequently than once in any week) in order
to establish a new Borrowing Base. The Borrowing Base at any time in effect
shall be determined by reference to the Borrowing Base Certificate most recently
delivered hereunder, absent any error in such Borrowing Base Certificate.

            "Borrowing Base Certificate" means a certificate in a form approved
by the Administrative Agent, together with all attachments contemplated thereby.

            "Borrowing Request" means a request by the Borrower 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 either or both of Cleveland, Ohio and New York
City, New York are authorized or required by law to remain closed; provided
that, when used in connection with a Eurodollar Loan, the term "Business Day"
shall also exclude any day on which banks are not open for dealings in dollar
deposits in the London interbank market.

            "California Property" means that parcel of land and buildings and
improvements situated thereon known as 617 West 17th Street, Costa Mesa,
California.

            "Capital Expenditures" means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the Borrower and
its consolidated Subsidiaries that are (or would be) set forth in a consolidated
statement of cash flows of the Borrower for such period prepared in accordance
with GAAP and (b) Capital Lease Obligations incurred by the Borrower and its
consolidated Subsidiaries 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.

                                       5
<PAGE>

            "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person other than Holdings of
any shares of capital stock of the Borrower; (b) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),
other than Permitted Owners of shares representing more than 20% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of Holdings; (c) occupation of a majority of the seats (other than
vacant seats) on the board of directors of Holdings by Persons who were neither
(i) nominated by AT Holdings LLC or the chief executive officer of the Borrower
nor (ii) appointed by directors so nominated; (d) the acquisition of direct or
indirect Control of Holdings by any Person or group other than Permitted Owners;
or (e) any "Change of Control" as defined in the June 2004 Notes Documents.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.14(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.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Consolidated Term Loans.

            "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, and any and all Mortgaged Property.

            "Collateral Agent" means the "Collateral Agent", as defined in the
Security Agreement.

            "Common Stock" means shares of Common Stock, par value $.001 per
shares, of Holdings.

            "Company's Notes" shall have the meaning set forth in Section 5.4 of
the Stockholders' Agreement.

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period (adjusted to exclude any non-cash items attributable to purchase
accounting for any acquisition transactions consummated subsequent to the Third
Restatement Effective Date), plus, without duplication and to the extent
deducted from revenues in determining Consolidated Net Income, the sum of (a)
the aggregate amount of Consolidated Interest Expense for such period, (b) the
aggregate amount of letter of credit fees accrued during such period, (c) the
aggregate amount of income tax expense for such period, (d) all amounts
attributable to depreciation and

                                       6
<PAGE>

amortization for such period and (e) all extraordinary charges during such
period and all non-cash charges associated with ESOP compensation and stock
options issued to management, and minus, without duplication and to the extent
added to revenues in determining Consolidated Net Income for such period, all
extraordinary gains during such period, all as determined on a consolidated
basis with respect to the Borrower and its Subsidiaries in accordance with GAAP.

            "Consolidated Interest Expense" means, for any period, the interest
expense, both expended and capitalized (including the interest component in
respect of Capital Lease Obligations, but excluding any amortization of deferred
financing costs and prepayment fees), accrued or paid by the Borrower and its
Subsidiaries during such period, determined on a consolidated basis in
accordance with GAAP.

            "Consolidated Net Income" means, for any period, net income or loss
of the Borrower and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, provided that there shall be
excluded (a) the income of any Person in which any other Person (other than the
Borrower or any of the Subsidiaries or any director holding qualifying shares in
compliance with applicable law) has a joint interest, except income shall be
included to the extent of the amount of dividends or other distributions
actually paid to the Borrower or any of its Subsidiaries by such Person 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 Borrower or
any of its Subsidiaries or the date that Person's assets are acquired by the
Borrower or any of its Subsidiaries.

            "Consolidated Term Borrowing" means a Borrowing comprised of or in
respect of Consolidated Term Loans.

            "Consolidated Term Loans" has the meaning set forth in Section
2.01(c).

            "Consolidated Term Loan Lender" means a Lender with an outstanding
Consolidated Term Loan.

            "Consolidated Term Loan Maturity Date" means June 23, 2009.

            "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.

            "Cumulative Maximum" means (i) as of any date of determination
during the period commencing on the Third Restatement Effective Date and prior
to the date of delivery of financial statements pursuant to Section 5.01 with
respect to the fiscal year ending October 30, 2004, $15,000,000 and (ii) as of
any date of determination on and after the date of delivery of such financial
statements, an amount equal to the sum of $15,000,000, plus 75% of cumulative
Excess Cash Flow for the fiscal quarters of the Borrower ending on July 31, 2004
and October 30, 2004 and for each fiscal year of the Borrower ending on or after
October 28, 2005, and

                                       7
<PAGE>

ending prior to such date of determination and in respect of which the Borrower
has delivered financial statements pursuant to Section 5.01.

            "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.

            "Distributorship Agreement" means the Distributorship Agreement
dated as of April 1, 2003, between the Borrower and Yamada Corporation.

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

            "Effective Date Term Advance" means the term loan advance made by
FirstMerit Bank, N.A. on the Third Restatement Effective Date in the amount of
$3,333,333.33.

            "Eligible Accounts Receivable" means, as of any date of
determination, all Accounts that satisfy all of the following criteria as of
such date:

            (a) all payments on such Account are by the terms of such Account
      due not later than 90 days after the date of the original invoice relating
      thereto;

            (b) such Account is both (i) owing from an Account Debtor with a
      principal place of business in the United States of America and (ii)
      payable from an office located in the United States of America;

            (c) such Account has been invoiced and is not more than 90 days past
      the original invoice date (and, for purposes of determining the aggregate
      amount of such Accounts that are more than 90 days past the original
      invoice date, any net credit balances owing to the applicable Account
      Debtor and its Affiliates in respect of such Accounts shall be
      disregarded);

            (d) such Account is denominated in dollars;

            (e) such Account arose from a completed, outright and lawful sale of
      goods or from the completed performance and acceptance of services
      rendered by the Borrower or a Subsidiary Loan Party;

            (f) such Account is owned solely by the Borrower or a Subsidiary
      Loan Party, is subject to a perfected first priority security interest in
      favor of the Collateral Agent for the benefit of the Secured Parties
      pursuant to the Security Agreement and is not subject to any other Lien;

            (g) such Account arose in the ordinary course of business of the
      Borrower or a Subsidiary Loan Party and, to the best knowledge of the
      Borrower, no event of death,

                                       8
<PAGE>

      bankruptcy, insolvency or inability to pay creditors generally of the
      Account Debtor thereunder has occurred, and no notice thereof has been
      received;

            (h) with respect to such Account, the Account Debtor is not
      Holdings, the Borrower, a Subsidiary or an Affiliate of any thereof;

            (i) such Account constitutes an "account" or "chattel paper" within
      the meaning of the Uniform Commercial Code of the state in which the
      Account is located;

            (j) such Account complies in all material respects with the
      requirements of all applicable laws and regulations;

            (k) such Account is in full force and effect and constitutes a
      legal, valid and binding obligation of the Account Debtor enforceable in
      accordance with its terms;

            (l) such Account is not for goods sold or services rendered under a
      purchase order or pursuant to an agreement or understanding (written or
      oral) indicating that any Person other than the Borrower or a Subsidiary
      Loan Party has or has had or is purported to have or have had an ownership
      interest in such goods or to have rendered such services, as subcontractor
      or otherwise;

            (m) the Account Debtor with respect to such Account (i) is not a
      creditor of the Borrower or any Subsidiary (other than the Lenders) unless
      such Account Debtor has executed a no-offset letter reasonably
      satisfactory to the Administrative Agent and (ii) has not asserted that
      such Account is, and the Borrower is not aware of any basis upon which
      such Account could be, subject to any defense, offset, deduction, credit
      or dispute (but an Account shall not be excluded pursuant to this clause
      (ii) to the extent, if any, of any portion thereof that is not asserted to
      be, and the Borrower is not aware of any basis upon which such portion of
      such Account could be, so subject);

            (n) such Account is not payable from an office located in Minnesota
      or New Jersey unless the Borrower or the applicable Subsidiary Loan Party
      (i) has received a certificate of authority to do business in and is in
      good standing in such state or (ii) has filed a notice of business
      activities report with the appropriate office or agency of such state for
      the current year; and

            (o) such Account is not subject to any credit for advance payments
      or deposits of any Account (but any Account that is so subject shall be
      excluded only to the extent of the amount of such advance payments or
      deposits).

            "Eligible Inventory" means, as of any date of determination, all
Inventory that satisfies all of the following criteria as of such date:

            (a) such Inventory is owned solely by the Borrower or a Subsidiary
      Loan Party, is subject to a perfected first priority security interest in
      favor of the Collateral Agent for the

                                       9
<PAGE>

      benefit of the Secured Parties pursuant to the Security Agreement and is
      not subject to any other Lien;

            (b) such Inventory (i) is located in the United States of America
      and (ii) is in the possession of the Borrower or a Subsidiary Loan Party,
      except Inventory which is not in the possession of the Borrower or a
      Subsidiary Loan Party as a result of manufacturing processes in the
      ordinary course of business; provided that, at the Borrower's request,
      Inventory situated in Canada shall be deemed to comply with the
      requirements of sub-clause (i) of this clause (b), so long as (A) the
      aggregate book value of all such Inventory of all Loan Parties situated in
      Canada claimed to be Eligible Inventory does not exceed $1,000,000 and (B)
      the applicable Loan Parties shall have executed, delivered and, where
      appropriate, caused to be filed, such financing statements and other
      writings, and shall have taken such other actions, as the Collateral Agent
      may reasonably require to perfect its security interest in such Inventory
      and the proceeds thereof;

            (c) subject to the exception at the end of clause (b)(ii), above,
      (i) is located at a location owned by the Borrower or a Subsidiary Loan
      Party or (ii) if such location is not owned by the Borrower or a
      Subsidiary Loan Party, is located at a location for which such Loan Party
      has delivered to the Administrative Agent an appropriate landlord or
      bailee's waiver if required by the terms of Section 5.14, below; and

            (d) such Inventory constitutes "inventory" within the meaning of the
      Uniform Commercial Code of the state in which such Inventory is located.

            "Eligible Inventory Value" means, as of any date of determination,
the gross book value of all Eligible Inventory as of such date.

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

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

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

                                       10
<PAGE>

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

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

            "ESOP" means the employee stock ownership plan created pursuant to
the terms of the ESOP Plan and Trust Document.

            "ESOP Documentation" means the ESOP Plan and Trust Document, the
ESOP Loan Agreement, the ESOP Term Note and the ESOP Pledge Agreement.

            "ESOP Loan" means the loan made by the Borrower to the ESOP Trust
pursuant to the terms of the ESOP Loan Agreement.

            "ESOP Loan Agreement" means the ESOP Loan Agreement, dated May 17,
1994, between the Borrower and the ESOP Trust.

            "ESOP Plan and Trust Document" means the Argo-Tech Corporation
Employee Stock Ownership Plan and Trust Agreement, dated May 17, 1994, between
the Borrower and GreatBanc Trust Company in its capacity as ESOP Trustee.

            "ESOP Pledge Agreement" means the ESOP Pledge Agreement, dated May
17, 1994, executed by the ESOP Trust in favor of the Borrower.

            "ESOP Put Option" means, collectively, the put option created
pursuant to Section 7.05 of the ESOP Plan and Trust Document and the put option
payments corresponding to such section created by the Argo-Tech Corporation
Employee Stock Ownership Plan Excess Benefit Plan.

                                       11
<PAGE>

            "ESOP Term Note" means the Term Note, dated the date of the ESOP
Loan, in the original principal amount of $16,800,000, executed and delivered by
the ESOP Trust to the Borrower pursuant to the ESOP Loan Agreement, and also
means all other promissory notes accepted from time to time in substitution
therefor or renewal thereof.

            "ESOP Trust" means the Argo-Tech Employee Stock Ownership Trust
created pursuant to the terms of the ESOP Plan and Trust Document.

            "ESOP Trustee" means GreatBanc Trust Company, in its capacity as
trustee of the ESOP, and any successor thereto in such capacity.

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

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

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

            (a) the consolidated net income (or loss) of the Borrower and its
      consolidated Subsidiaries for such period, adjusted to exclude any gains
      or losses attributable to Prepayment Events; plus

            (b) depreciation, amortization and other non-cash charges or losses
      deducted in determining such consolidated net income (or loss) for such
      period; plus

            (c) the sum of (i) the amount, if any, by which Net Working Capital
      decreased during such period plus (ii) the amount, if any, by which the
      consolidated deferred revenues of the Borrower and its consolidated
      Subsidiaries increased during such period plus (iii) the aggregate
      principal amount of Capital Lease Obligations and other Indebtedness
      incurred during such period to finance Capital Expenditures, to the extent
      that mandatory principal payments in respect of such Indebtedness would
      not be excluded from clause (f) below when made; minus

            (d) the sum of (i) any non-cash gains included in determining such
      consolidated net income (or loss) for such period plus (ii) the amount, if
      any, by which Net Working Capital increased during such period plus (iii)
      the amount, if any, by which the consolidated deferred revenues of the
      Borrower and its Subsidiaries decreased during such period; minus

            (e) Capital Expenditures made during such period; minus

            (f) the aggregate principal amount of Indebtedness repaid or prepaid
      by the Borrower and its consolidated Subsidiaries during such period,
      excluding (i) Indebtedness in respect of Revolving Loans and Letters of
      Credit, (ii) Consolidated Term Loans prepaid pursuant to Section 2.10(c),
      (iii) repayments or prepayments of

                                       12
<PAGE>

      Indebtedness financed by incurring other Indebtedness, to the extent that
      mandatory principal payments in respect of such other Indebtedness would
      not be excluded from this clause (f) when made and (iv) Indebtedness
      referred to in clauses (iii), (iv), and (vii) of Section 6.01(a).

            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.18(b)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.16(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.16(a).

            "Existing Agent", "Existing Agreement Lenders", "Existing Credit
Agreement", "Existing Delayed Draw Acquisition Loans", "Existing Issuing Bank",
"Existing Revolving Loans", and "Existing Tranche A Term Loans" have the
respective meanings given such terms in the Recitals hereto.

            "Existing Collateral Agent" means JPMorgan Chase Bank, in its
capacity as collateral agent under the Existing Credit Agreement and the
Security Documents prior to the Third Restatement Effective Date.

            "Existing Letters of Credit" has the meaning given such term in the
Recitals hereto and shall include any Existing Letter of Credit after giving
effect to any extension of the expiration date thereof effective after the Third
Restatement Effective Date.

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

            "Financial Officer" means the chief financial officer or treasurer
of the Borrower.

                                       13
<PAGE>

            "Fixed Charge Coverage Ratio" means, for any period, the ratio of
(a)(i) Consolidated EBITDA, minus (ii) Capital Expenditures, minus (iii) the
aggregate amount of income tax expense paid in cash net of refunds received to
(b) the sum of (i) Consolidated Interest Expense (net of interest income), plus
(ii) scheduled payments of Consolidated Term Loans after the Third Restatement
Effective Date, in each case for such period.

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

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

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

            "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.

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

                                       14
<PAGE>

            "Hedging Agreement" means any interest rate hedging agreement
entered into in order to effectively cap, collar or exchange interest rates
(from fixed to floating rates, from one floating rate to another floating rate
or otherwise) with respect to any interest-bearing liability or investment;
foreign currency exchange agreement; commodity price protection agreement; or
other interest or currency exchange rate or commodity price hedging arrangement.

            "Holdings" means AT Holdings Corporation, a Delaware corporation.

            "Holdings Preferred Stock" means up to $30,000,000 of cumulative
exchangeable redeemable preferred stock issued by Holdings with warrants to
purchase common stock of Holdings (on terms and conditions substantially as set
forth on Annex 1 hereto), the proceeds of which are used to purchase Common
Stock from AT Holdings, LLC.

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

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Indemnity, Subrogation and Contribution Agreement" means the
Amended and Restated Indemnity, Subrogation and Contribution Agreement, of even
date herewith, as amended, supplemented or otherwise modified from time to time,
among the Borrower, Holdings, the Subsidiary Loan Parties and the Administrative
Agent.

            "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing or Consolidated Term Borrowing in
accordance with Section 2.06.

            "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each fiscal quarter of the Borrower, as such fiscal quarter-ends are
identified on Schedule 1.01(a) hereto, and (b) with respect to any Eurodollar
Loan, the last day of the Interest Period applicable

                                       15
<PAGE>

to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period.

            "Interest Period" means, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided, that

            (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day,
and

            (ii) any Interest Period 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.

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

            "Issuing Bank" means, (i) with respect to any Existing Letter of
Credit, JPMorgan Chase Bank, in its capacity as issuer thereof and (ii) with
respect to any Letter of Credit issued on and after the Third Restatement
Effective Date, National City Bank, in its capacity as the issuer of Letters of
Credit hereunder, and its successors in such capacity as provided in Section
2.04(i). The Issuing Bank may, in its discretion, arrange for one or more
Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case
the term "Issuing Bank" shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate.

            "June 2004 Notes" means, collectively, the "9 1/4% Senior Notes,
Series A, due 2011" and the "9 1/4% Senior Notes, Series B, due 2011" issued on
the Third Restatement Effective Date in the aggregate principal amount of
$250,000,000 and any substantially identical notes issued in replacement
therefore pursuant to the June 2004 Note Documents.

            "June 2004 Notes Documents" means the indenture under which the June
2004 Notes are issued and all other instruments, agreements and documents
evidencing, guaranteeing or providing for the terms and conditions of the June
2004 Notes.

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

                                       16
<PAGE>

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

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

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

            "Leverage Ratio" means, on any date, the ratio of (a) Total Debt as
of such date (provided that the Total Debt as of the fiscal quarter ending July
31, 2004 shall be deemed not to include any Unpaid Transaction Debt) to (b)
Consolidated EBITDA for the period of four consecutive fiscal quarters of the
Borrower, as the case may be, (i) ending on such date (if such date is the last
day of a fiscal quarter) or (ii) most recently ended prior to such date (if such
date is not the last day of a fiscal quarter), all determined on a consolidated
basis in accordance with GAAP.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate 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., Cleveland, Ohio 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. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall instead be the average
(rounded up to the nearest sixteenth of 1%) of the rates at which U.S. dollar
deposits of $5,000,000 are offered to National City Bank (or other Lender
selected as a reference bank by the Administrative Agent and the Required
Lenders) in the London interbank market at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
contracts which would be entered into at 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, the promissory notes, if any,
executed and delivered pursuant to Section 2.08(e), the Parent Guarantee
Agreement, the Subsidiary

                                       17
<PAGE>

Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement, and
the Security Documents.

            "Loan Parties" means Holdings, the Borrower and the Subsidiary Loan
Parties.

            "Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

            "Management Put Options" means the put option created pursuant to
Section 5 of the Stockholders' Agreement.

            "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or condition, financial or otherwise, of Holdings,
the Borrower and the Subsidiaries taken as a whole, (b) the ability of one or
more Loan Parties to perform any of their obligations under the Loan Documents
that, taken as a whole, are material or (c) the rights of or benefits available
to the Lenders under one or more Loan Documents that, taken as a whole, are
material.

            "Material Indebtedness" means (i) Indebtedness under the June 2004
Notes, (ii) other Indebtedness (other than the Loans and Letters of Credit) in
an aggregate principal amount exceeding $2,000,000, or (iii) obligations in
respect of one or more Hedging Agreements in an aggregate principal amount
exceeding $2,000,000, of any one or more of Holdings, the Borrower and its
Subsidiaries. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of Holdings, the 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 Borrower or
such Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time.

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

            "Morgan Warrants" means the warrants held by J.P. Morgan Partners
(SBIC), LLC to purchase 46,025 shares of the common stock of Holdings, pursuant
to the Morgan Warrants Agreement, as such warrants provide after giving effect
to an amendment and restatement thereof effective as of the Third Restatement
Effective Date.

            "Morgan Warrants Agreement" means that certain Preferred Stock and
Warrant Purchase Agreement dated December 17, 1998, as amended, between J.P.
Morgan Partners (SBIC), LLC and Holdings pursuant to which the Morgan Warrants
were issued, as such agreement provides on the date hereof (and as modified by
the amendment and restatement of the Morgan Warrants effective as of the Third
Restatement Effective Date).

            "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
satisfactory in form and substance to the Collateral Agent.

                                       18
<PAGE>

            "Mortgaged Property" means the California Property, the Ohio
Property and 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 non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds, and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, net of (b) the sum
of (i) all reasonable fees and out-of-pocket expenses paid by Holdings, the
Borrower and the Subsidiaries to third parties (other than Affiliates) in
connection with such event, (ii) in the case of a sale, transfer or other
disposition of an asset (including pursuant to a sale and leaseback transaction
or a casualty or other insured damage or condemnation or similar proceeding),
the amount of all payments required to be made by Holdings, the 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 Borrower and the Subsidiaries, and the amount of
any reserves established by Holdings, the Borrower and the Subsidiaries to fund
contingent liabilities reasonably estimated to be payable, in each case during
the year that such event occurred or the next succeeding year and that are
directly attributable to such event (as determined reasonably and in good faith
by the chief financial officer of the Borrower).

            "Net Working Capital" means, at any date, (a) the consolidated
current assets of the Borrower and its consolidated Subsidiaries as of such date
(excluding cash and Permitted Investments) minus (b) the consolidated current
liabilities of the Borrower and its consolidated Subsidiaries 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.

            "Ohio Property" means that parcel of land and buildings and
improvements situated thereon known as 23555 Euclid Avenue, Euclid, Ohio.

            "Other Taxes" means any and all current or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies 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.

            "Parent Guarantee Agreement" means the Amended and Restated Parent
Guarantee Agreement of even date herewith, as amended, supplemented or otherwise
modified from time to time, made by Holdings in favor of the Administrative
Agent for the benefit of the Secured Parties.

                                       19
<PAGE>

            "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 1
to the Security Agreement or any other form approved by the Collateral Agent.

            "Permitted Acquisition" means any acquisition by the Borrower or a
Subsidiary Loan Party of all or substantially all the assets of, or all the
shares of capital stock of or other equity interests in, a Person or division or
line of business of a Person if, 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 accordance with applicable laws,
(iii) all the capital stock of any Subsidiary formed for the purpose of or
resulting from such acquisition are owned directly by the Borrower or a
Subsidiary Loan Party and all actions required to be taken, if any, with respect
to such acquired or newly formed Subsidiary under Sections 5.12 and 5.13 have
been taken, (iv) the Borrower and its Subsidiaries are in compliance, on a pro
forma basis after giving effect to such acquisition (and taking into account all
appropriate assets, liabilities and items of income and expense of any acquired
entity or acquired assets for any applicable period prior to the acquisition
thereof) with the covenants contained in Sections 6.01, 6.12, 6.13, 6.14 and
6.15 recomputed as at the last day of the most recently ended fiscal quarter of
the Borrower, as if such acquisition had occurred on the first day of each
relevant period for testing such compliance, (v) in the case of an acquisition
of assets, such assets are to be used, and in the case of an acquisition of
capital stock or other equity interests, the Person so acquired is engaged in,
the same or a related line of business as the Borrower and the Subsidiaries and
other business activities incidental thereto, (vi) the Borrower has delivered to
the Administrative Agent an officers' certificate to the effect set forth in
clauses (i) and (iv) above, together with all relevant financial information for
the Person or assets to be acquired, and (vii) neither Holdings, the Borrower
nor any Subsidiary, including any acquired or newly formed Subsidiary, shall be
liable for any Indebtedness other than as permitted by Section 6.01.

            "Permitted Encumbrances" means:

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

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

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

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

                                       20
<PAGE>

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

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

            (g) rights of the government of the United States of America or any
      agency or instrumentality thereof in inventory or equipment, arising out
      of any contract between the Borrower or any Subsidiary and such
      government, agency or instrumentality or pursuant to any contract entered
      into with, or received from, any higher-tier subcontractor or prime
      contractor of such government, agency or instrumentality, whether by
      operation of law or the terms of such contract, or by virtue of the
      receipt by the Borrower or its predecessor or such Subsidiary of progress
      or advance payments or reimbursement of costs in connection therewith;

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

            "Permitted Investments" means:

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

            (b) investments in commercial paper maturing within 270 days from
      the date of acquisition thereof and having, at such date of acquisition, a
      rating of at least A-1 or the equivalent thereof from S&P or P-1 or the
      equivalent thereof from Moody's;

            (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within 180 days from the date of acquisition
      thereof issued or guaranteed by or placed with, and money market deposit
      accounts issued or offered by, (i) any domestic office of any commercial
      bank organized under the laws of the United States of America or any State
      thereof that has a combined capital and surplus and undivided profits of
      not less than $500,000,000, (ii) any domestic office of any commercial
      bank organized under the laws of a foreign jurisdiction that has a rating
      of at least AA by S&P or Aa by Moody's and (iii) any Lender;

            (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;

                                       21
<PAGE>

            (e) investments in money market funds substantially all the assets
      of which are comprised of securities of the types described in clauses
      (a), (b) and (c), above;

            (f) investments in money market funds access to which is provided as
      part of "sweep" accounts maintained with a Lender;

            (g) investments in industrial development revenue bonds or
      floating-rate taxable bonds which (i) "re-set" interest rates no less
      frequently than quarterly, (ii) are entitled to the benefit of a
      remarketing arrangement with an established broker dealer, and (iii) are
      supported by a direct pay letter of credit covering principal and accrued
      interest which is issued by a bank having, on such date, a short-term
      commercial paper rating of at least A-1 or the equivalent thereof from S&P
      or P-1 or the equivalent thereof from Moody's;

            (h) investments in pooled funds or investment accounts consisting of
      investments of the nature described in the foregoing clause (g);

            (i) receivables owing to the Borrower or any Subsidiary created or
      acquired in the ordinary course of business or payable or dischargeable in
      accordance with customary trade terms; provided, however, that such trade
      terms may include such concessionary terms as the Borrower or such
      Subsidiary deems reasonable under the circumstances;

            (j) 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;

            (k) investments by the Rabbi Trust using assets of the Rabbi Trust
      in existence on the Third Restatement Effective Date (including income and
      capital growth with respect thereto); and

            (l) an investment by Holdings in a Subsidiary or another Person to
      which Holdings transfers certain tracking technology transferred to
      Holdings by the Borrower on or before the Third Restatement Effective
      Date, so long as the proceeds of any such transfer, including, without
      limitation, the stock, membership interests, or other ownership interests
      in such Subsidiary or other Person are, to the satisfaction of the
      Collateral Agent, subject to the security interest of, as applicable, the
      Security Agreement or the Pledge Agreement.

            "Permitted Owners" means (a) Mr. Masashi Yamada and members of his
immediate family, (b) corporations and other entities that are Controlled by one
or more of the persons referred to in clause (a), (c) the ESOP, (d) individuals
who are members of management of Holdings or the Borrower as of the Third
Restatement Effective Date, and (e) trusts for the sole benefit of one or more
of the persons referred to in clause (a) or (d).

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

                                       22
<PAGE>

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

            "Pledge Agreement" means the Amended and Restated Pledge Agreement
of even date herewith, as amended, supplemented or otherwise modified from time
to time, among the Borrower, Holdings, the Subsidiaries party thereto and the
Collateral Agent for the benefit of the Secured Parties.

            "Prepayment Event" means:

            (a) any sale, transfer or other disposition or series of related
      sales, transfers or other dispositions (including pursuant to a sale and
      leaseback transaction) of any property or asset (including capital stock)
      of Holdings, the Borrower or any Subsidiary, other than (i) dispositions
      described in clauses (a) and (b) of Section 6.05 and (ii) other
      dispositions resulting in aggregate Net Proceeds not exceeding $2,500,000;
      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 Borrower or any Subsidiary, but only to
      the extent that the Net Proceeds therefrom have not been applied to
      repair, restore or replace such property or asset within 90 days after
      such event (or any longer period provided for in Section 5.08(c) with
      respect to events referred to in such Section); or

            (c) the issuance by Holdings, the Borrower or any Subsidiary of any
      equity securities, or the receipt by Holdings, the Borrower or any
      Subsidiary of any capital contribution, other than any such issuance of
      equity securities to, or receipt of any such capital contribution from,
      Holdings, the Borrower or a Subsidiary; or

            (d) the incurrence by Holdings, the Borrower or any Subsidiary of
      any Indebtedness, other than Indebtedness permitted under Section 6.01.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by National City Bank as its prime rate (or equivalent rate
otherwise named) in effect at its principal office in Cleveland, Ohio; each
change in the Prime Rate shall be effective from and including the date such
change is publicly announced as being effective.

            "Put Options" means, collectively, the ESOP Put Option and the
Management Put Options.

            "Quarterly Payment Date" means the last day of each fiscal quarter
of the Borrower during the term of this Agreement, as such fiscal quarter-ends
are identified on Schedule 1.01(a) hereto.

                                       23
<PAGE>

            "Rabbi Trust" means the irrevocable grantor trust established by the
Borrower pursuant to The Argo-Tech Trust Agreement dated October 28, 1994, as
amended on November 22, 2002, for the benefit of Michael Lipscomb, as
beneficiary, in connection with Mr. Lipscomb's Stay Pay and Severance Agreement
dated February 13, 1989.

            "Ratable Share" means, at any time, in respect of any Revolving
Lender, the Applicable Percentage of such Revolving Lender at such time and, in
respect of any Consolidated Term Loan Lender, the quotient (expressed as a
percentage) obtained by dividing the unpaid principal such Lender's Consolidated
Term Loan at such time by the aggregate unpaid principal of all of the
Consolidated Term Loans at such time.

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

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

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

            "Regulation X" means 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.

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

            "Restatement Transactions" means the execution and delivery of this
Agreement by each Person party hereto, the satisfaction of the conditions to the
effectiveness hereof, and the consummation of the transactions contemplated
hereby, including the amendments to the Existing Credit Agreement effected by
the restatement thereof.

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

            "Restricted Transaction Conditions" means, as of any date, and after
giving effect to the payment, prepayment, purchase payment, investment,
Restricted Payment, Permitted

                                       24
<PAGE>

Acquisition or other transaction in respect of which the Restricted Transaction
Conditions are being referenced, both of the following shall be true: (i) that
there exists no Default, and (ii) that (a) if the total Revolving Exposures then
exceed $15,000,000, or would exceed $15,000,000 after giving effect to such
proposed payment, prepayment, purchase payment, investment, Restricted Payment,
Permitted Acquisition or other transaction, the Borrower shall have delivered to
the Administrative Agent a Borrowing Base Certificate and other evidence
reasonably satisfactory to the Administrative Agent that the aggregate of the
Borrower's consolidated cash-on-hand, plus the Revolving Availability is greater
than $15,000,000, (b) if the total Revolving Exposures then exceed $0, or would
exceed $0 after giving effect to such proposed payment, prepayment, purchase
payment, investment, Restricted Payment, Permitted Acquisition or other
transaction, the Borrower shall have delivered to the Administrative Agent a
written statement in form and substance satisfactory to the Administrative Agent
to the effect that the aggregate of the Borrower's consolidated cash-on-hand,
plus the Revolving Availability is greater than $15,000,000, and (c) in all
other cases, the aggregate of the Borrower's consolidated cash-on-hand, plus the
Revolving Availability is greater than $15,000,000; provided, however, that in
such cases, the Borrower is not required to deliver any evidence thereof to the
Administrative Agent.

            "Restricted Transaction Leverage Ratio" means as of any date, the
maximum Leverage Ratio that the Borrower was permitted to maintain pursuant to
Section 6.12, below, as of the fiscal quarter most recently ended, modified by
subtracting 0.50 from the first (Total Debt) component of the Leverage Ratio so
scheduled in Section 6.12. By way of example and not limitation, if Section 6.12
requires that, as of the last day of the fiscal quarter ending immediately prior
to the date in question, the Leverage Ratio not exceed 6.75 to 1, the Restricted
Transaction Leverage Ratio as of such date would be 6.25 to 1.

            "Revolving Availability" means, as of any date of determination, an
amount equal to (i) the lesser of (a) the aggregate amount of the Lenders'
Revolving Commitments on such date and (b) the Borrowing Base on such date,
minus (ii) the aggregate amount of the Lenders' Revolving Exposures on such
date.

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

            "Revolving Borrowing" means a Borrowing comprised of or in respect
of Revolving Loans.

            "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.07 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The amount of each
Lender's Revolving Commitment as of the Third Restatement Effective Date is set
forth on Schedule 2.01 and thereafter, the initial amount of each Lender's
Revolving Commitment is set forth in the

                                       25
<PAGE>

Assignment and Acceptance pursuant to which such Lender shall have assumed its
Revolving Commitment. The initial aggregate amount of the Lenders' Revolving
Commitments as of the Third Restatement Effective Date is $30,000,000.

            "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 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 Section 2.01(b).

            "Revolving Maturity Date" means June 23, 2009.

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

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

            "Security Agreement" means the Amended and Restated Security
Agreement of even date herewith, as amended, supplemented or otherwise modified
from time to time, among the Borrower, the Subsidiary Loan Parties and the
Collateral Agent for the benefit of the Secured Parties.

            "Security Documents" means the Security Agreement, the Pledge
Agreement, the Mortgages 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 Debt" means, with respect to the Borrower and its
Subsidiaries on a consolidated basis at any time, all Indebtedness of the
Borrower and its Subsidiaries which at such time would be required to be
reflected as a liability for borrowed money on a consolidated balance sheet of
the Borrower and its consolidated Subsidiaries prepared in accordance with GAAP.

            "Senior Subordinated Notes" means the 85/8% Senior Subordinated
Notes due 2007 in the original aggregate principal amount of $140,000,000 and
any substantially identical notes issued in exchange therefor pursuant to the
Senior Subordinated Notes Documents.

            "Senior Subordinated Notes Documents" means the indenture under
which the Senior Subordinated Notes are issued and all other instruments,
agreements and documents evidencing, guaranteeing or providing for the terms and
conditions of the Senior Subordinated Notes.

            "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

                                       26
<PAGE>

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

            "Stockholders' Agreement" means the Stockholders' Agreement dated as
of December 17, 1998, by and among Holdings, AT Holdings, LLC, YC International
Inc., Sunhorizon International, Inc., Chase Venture Capital Associates, LP and
the Management Investors (as defined therein).

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

            "Subsidiary" means any subsidiary of Holdings or the Borrower, as
the context requires.

            "Subsidiary Guarantee Agreement" means the Amended and Restated
Subsidiary Guarantee Agreement of even date herewith, as amended, supplemented
or otherwise modified from time to time, made by the Subsidiary Loan Parties in
favor of the Administrative Agent for the benefit of the Secured Parties.
Subsidiary Loan Parties as of the Third Restatement Effective Date are set forth
on Schedule 3.12.

            "Subsidiary Loan Party" means any Subsidiary of the Borrower other
than (a) any Foreign Subsidiary that, if it were to Guarantee the Obligations,
would result in adverse tax consequences to Holdings or the Borrower, and (b)
immaterial subsidiaries set forth on Schedule 1.01(b) so long as such immaterial
subsidiaries have no operating assets or earnings other than operating assets
and earnings as of the Third Restatement Effective Date.

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

                                       27
<PAGE>

            "Third Restatement Effective Date" means the date as of which the
amendment and restatement of the Existing Credit Agreement pursuant to this
Agreement is effective.

            "Total Debt" means, with respect to the Borrower and its
Subsidiaries on a consolidated basis at any time, all Indebtedness of the
Borrower and its Subsidiaries which at such time would be required to be
reflected as a liability for borrowed money on a consolidated balance sheet of
the Borrower and its consolidated Subsidiaries prepared in accordance with GAAP.

            "Transactions" means (a) the execution, delivery and performance by
each Loan Party of the Loan Documents to which it is to be a party, (b) the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder, and (c) the issuance of the June 2004 Notes.

            "TRW" means TRW Inc, an Ohio corporation, and its successors and
permitted assigns under the TRW Agreement.

            "TRW Agreement" means that certain Agreement of Purchase and Sale
between Agnem Holdings, Inc. and TRW, dated as of August 5, 1986, as amended by
(a) that certain letter agreement dated September 5, 1986, (b) that certain
Agreement dated as of September 16, 1986, (c) that certain Agreement dated as of
September 26, 1986, (d) that certain Agreement dated as of October 1, 1986, (e)
that certain letter agreement dated as of October 10, 1986, (f) that certain
letter agreement dated October 15, 1986, and (g) that certain Amendment No. 6 to
Purchase Agreement dated as of October 20, 1986; such term shall also include
any other amendments or modifications thereof entered into in accordance with
Section 6.11.

            "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.

            "Unpaid Transaction Debt" means Indebtedness and other obligations
owing under the Argo-Tech Notes, the Argo-Tech Notes Documents and the Senior
Subordinated Notes Documents that is not paid and satisfied in full on the Third
Restatement Effective Date, which Indebtedness shall not exceed, in the
aggregate, $33,000,000.

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

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

                                       28
<PAGE>

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

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

                                   ARTICLE II

                                   The Credits

            SECTION 2.01. Commitments; Outstanding Loans. (a) Immediately prior
to the effectiveness of this Agreement, the Borrower shall deposit with the
Existing Agent a sum sufficient to prepay in full all of the Existing Tranche A
Term Loans and Delayed Advance Acquisition Loans of each Departing Lender (there
being no Existing Revolving outstanding); each of the Lenders (other than
FirstMerit Bank, N.A.), in their capacity as Existing Agreement Lenders, agrees,
notwithstanding any provisions in the Existing Credit Agreement for the ratable
sharing of payments, that it claims no interest in any such payment to the
Departing Lenders. In addition, also immediately prior to the effectiveness of
this Agreement, the Borrower shall deposit with the Existing Agent a sum
sufficient to prepay in part the respective Tranche A Term Loans of the other
Existing Agreement Lenders (that is, General Electric Capital Corporation,
JPMorgan Chase Bank, and National City Bank), such that, after giving effect to
such

                                       29
<PAGE>

prepayments, the respective unpaid principal balances of the Tranche A Term
Loans of such remaining Existing Agreement Lenders are as set forth on Schedule
2.01(c). Upon the effectiveness of this Agreement, all of the risk participation
exposures of the Departing Lenders in respect of the Existing Letters of Credit
shall be deemed to be assumed by the Revolving Lenders ratably according to
their respective Applicable Percentages; and each Departing Lender shall not be
a party to this Agreement and shall have no further obligation to advance loans
or extend credit to the Borrower or bear any risk participation exposure in
respect of the Existing Letters of Credit.

            (b) No Existing Revolving Loans are outstanding immediately prior to
the Third Restatement Effective Date. Upon the effectiveness of this Agreement,
the terms and conditions governing Existing Revolving Loans will be amended and
restated in their entirety to provide for a revolving credit facility under
which, subject to the terms and conditions set forth in this Agreement, each
Lender agrees to make Revolving Loans to the Borrower from time to time during
the Revolving Availability Period in an aggregate principal amount that (i) will
not result in such Lender's Revolving Exposure exceeding such Lender's Revolving
Commitment and (ii) on any date that the total Revolving Exposures would exceed
$15,000,000 after giving effect to the Revolving Loans requested on such date,
will not result in the total Revolving Exposures exceeding the Borrowing Base
then in effect. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.

            (c) The outstanding principal amount of each Lender's Existing
Tranche A Term Loan and Delayed Draw Acquisition Loan immediately prior to the
Third Restatement Effective Date is set forth on Schedule 2.01(c). Upon the
effectiveness of this Agreement, (i) FirstMerit Bank, N.A. shall advance to the
Borrower the Effective Date Term Advance and (ii) the respective outstanding
principal balances of the Existing Tranche A Term Loans held by General Electric
Capital Corporation, JPMorgan Chase Bank, and National City Bank shall be
consolidated with the respective outstanding principal balances of the Existing
Delayed Draw Acquisition Loans held by General Electric Capital Corporation,
JPMorgan Chase Bank, and National City Bank into consolidated term loans, the
terms and conditions of which shall be amended and restated to provide for a
term loan (collectively with the Effective Date Term Advance, the "Consolidated
Term Loans") in the aggregate original principal amount of Fifteen Million
Dollars ($15,000,000) payable and otherwise governed by the terms and conditions
of this Agreement. The Consolidated Term Loan of each Consolidated Term Loan
Lender as of the Third Restatement Effective Date, after giving effect to, as
the case may be, the Effective Date Term Advance or said consolidation of the
Existing Tranche A Term Loans and Existing Delayed Draw Acquisition Loans, is
also set forth on Schedule 2.01(c).

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

                                       30
<PAGE>

Revolving Lender shall be responsible for any other Revolving Lender's failure
to make Revolving Loans as required.

            (b) Subject to Section 2.13, each Revolving Borrowing and
Consolidated Term Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender
at its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise
of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $100,000 and not less than $2,500,000. At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $100,000 and not less than $1,000,000; provided that
an ABR Revolving Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Revolving Commitments or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.04(e). 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 six
(6) Eurodollar Borrowings outstanding.

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

            SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing or Consolidated Term Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., Cleveland, Ohio time, three
Business Days before the date of the proposed Borrowing, or (b) in the case of
an ABR Borrowing, not later than 11:00 a.m., Cleveland, Ohio 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 2.04(e) may be given not later than 10:00 a.m.,
Cleveland, Ohio 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 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 Consolidated Term Borrowing;

            (ii) the aggregate amount of such Borrowing;

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

                                       31
<PAGE>

            (iv) subject to the second sentence of Section 2.02(b), whether such
      Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

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

            (vi) the location and number of the Borrower's account to which
      funds are to be disbursed, which shall comply with the requirements of
      Section 2.05.

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

            SECTION 2.04. Letters of Credit. (a) General. The Existing Letters
of Credit are identified on Schedule 2.04 hereto. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or 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 Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $7,500,000,
(ii) the total Revolving Exposures shall not exceed the total Revolving
Commitments and (iii) on any date that the total Revolving

                                       32
<PAGE>

Exposures would exceed $15,000,000, the total Revolving Exposures shall not
exceed the Borrowing Base then in effect.

            (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, including
without limitation the previous issuance of an Existing 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 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 Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever.

            (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, Cleveland, Ohio time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., Cleveland, Ohio time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, Cleveland, Ohio time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., Cleveland, Ohio time, on the day of receipt, or (ii) the Business
Day immediately following the day that the Borrower receives such notice, if
such notice is not received prior to such time on the day of receipt; provided
that the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.03 that such payment be financed with an
ABR Revolving Borrowing in an equivalent amount and, to the extent so financed,
the Borrower's obligation to make such payment shall be discharged and replaced
by the resulting ABR Revolving Borrowing. If the Borrower 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 Borrower 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 payment then due from the
Borrower, in the same manner as provided in

                                       33
<PAGE>

Section 2.05 with respect to Loans made by such Lender (and Section 2.05 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 Borrower 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 as contemplated
above) shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or willful 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 that 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

                                       34
<PAGE>

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

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
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 Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

            (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.12(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. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (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 Borrower 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 equal to 105% of the LC Exposure as of
such date plus any accrued

                                       35
<PAGE>

and unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
clause (h) or (i) of Article VII. Each such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the 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 Borrower's risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (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 Borrower under this Agreement. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

            SECTION 2.05. 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, Cleveland, Ohio time, to the account
of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in
Cleveland, Ohio and designated by the Borrower in the applicable Borrowing
Request; provided that ABR Revolving Loans made to finance the reimbursement of
an LC Disbursement as provided in Section 2.04(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 Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to

                                       36
<PAGE>

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 2.06. Interest Elections. (a) Each Revolving Borrowing and
Consolidated Term Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type
or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The Borrower
may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

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

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

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

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

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

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

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

                                       37
<PAGE>

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

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

            (f) A Borrowing of any Class may not be converted to or continued as
a Eurodollar Borrowing if after giving effect thereto (i) the Interest Period
therefor would commence before and end after a date on which any principal of
the Loans of such Class is scheduled to be repaid and (ii) the sum of the
aggregate principal amount of outstanding Eurodollar Borrowings of such Class
with Interest Periods ending on or prior to such scheduled repayment date plus
the aggregate principal amount of outstanding ABR Borrowings of such Class would
be less than the aggregate principal amount of Loans of such Class required to
be repaid on such scheduled repayment date.

            SECTION 2.07. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Revolving Commitments shall terminate on the
Revolving Maturity Date.

            (b) The Borrower may at any time terminate, or from time to time
reduce, the Revolving Commitments; provided that (i) each reduction of the
Revolving Commitments shall be in an amount that is an integral multiple of
$100,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate
or reduce the Revolving Commitments if, after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 2.10, the sum of
the Revolving Exposures would exceed the total Revolving Commitments.

            (c) In the event that, on the date on which any prepayment would be
required pursuant to Section 2.10(c), no Consolidated Term Borrowings remain
outstanding or the amount of the prepayment required by Section 2.10(c), exceeds
the aggregate principal amount of Consolidated Term Borrowings then outstanding,
the Borrower shall reduce the Revolving Commitments, ratably according to the
Applicable Percentages, by an amount equal to the excess of the required
prepayment over the principal amount, if any, of Consolidated Term Borrowings
actually prepaid.

            (d) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Revolving Commitments under paragraph (b) of
this Section, or any required reduction of the Revolving Commitments under
paragraph (c) of this Section, at least three Business Days prior to the
effective date of such termination or reduction, specifying such

                                       38
<PAGE>

election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Revolving Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Revolving Commitments shall be permanent. Each
reduction of the Revolving Commitments shall be made ratably among the Lenders
in accordance with their respective Applicable Percentage.

            SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The 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 and (ii) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Consolidated Term Loan of such Lender as provided in Section 2.09.

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

            (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
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

            (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 Borrower
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 Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times
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 2.09. Amortization of Consolidated Term Loans. (a) Subject
to adjustment pursuant to paragraph (b) of this Section 2.09 and Section
2.10(c), the Borrower shall

                                       39
<PAGE>

repay Consolidated Term Borrowings in (i) sixteen (16) consecutive
quarter-annual installments, each in the aggregate principal amount of One
Hundred Eighty-seven Thousand Five Hundred Dollars ($187,500), on each Quarterly
Payment Date, commencing with October 29, 2004, (ii) three (3) consecutive
quarter-annual installments, each in the aggregate principal amount of Three
Million Dollars ($3,000,000), on each Quarterly Payment Date, commencing with
October 24, 2008 and (iii) one installment, on the Consolidated Term Loan
Maturity Date, in the aggregate principal amount of all Consolidated Term
Borrowings then remaining unpaid.

            (b) Any prepayment of a Consolidated Term Borrowing on or after the
Third Restatement Effective Date shall be applied to reduce the subsequent
scheduled repayments of the Consolidated Term Borrowings to be made pursuant to
this Section in the order provided for in the last sentence of Section 2.10(c),
below.

            (c) Prior to any repayment of any Consolidated Term Borrowings
hereunder, the 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., Cleveland, Ohio time, three
Business Days before the scheduled date of such repayment; provided that each
repayment of Consolidated Term Borrowings shall be applied to repay any
outstanding ABR Consolidated Term Borrowings before any Eurodollar Consolidated
Term Borrowings of such Class. Each repayment of a Borrowing shall be applied
ratably to the Loans included in the repaid Borrowing. Repayments of
Consolidated Term Borrowings shall be accompanied by accrued interest on the
amount repaid.

            SECTION 2.10. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to the requirements of paragraphs (e) and (f) this Section;
provided that each prepayment of Consolidated Term Borrowings shall be in an
aggregate amount that is an integral multiple of $100,000 and not less than
$1,000,000.

            (b) On any date that the total Revolving Exposures exceed
$15,000,000, in the event and on each occasion that the total Revolving
Exposures exceed the Borrowing Base then in effect, the Borrower shall prepay
Revolving Borrowings in an aggregate amount equal to such excess.

            (c) In the event and on each occasion that any Net Proceeds are
received by or on behalf of Holdings, the Borrower or any Subsidiary in respect
of any Prepayment Event, the Borrower shall, immediately after such Net Proceeds
are received apply an aggregate amount equal to such Net Proceeds (i) first, to
the prepayment in full of all outstanding Consolidated Term Borrowings and (ii)
second, to the reduction of the Revolving Commitments. Prepayments of the
Consolidated Term Borrowings shall be applied (A) first, to principal
installments of the Consolidated Term Loans due on the four (4) Quarterly
Payment Dates next following such receipt of Net Proceeds in the order of
maturity of such installments and (B) second, to all of the remaining principal
installments of the Consolidated Term Loans, ratably according to the respective
amounts of such remaining installments.

                                       40
<PAGE>

            (d) In the event of any partial reduction of the Revolving
Commitments, then (i) at or prior to the date of such reduction, the
Administrative Agent shall notify the Borrower and the Lenders of the Revolving
Exposure after giving effect thereto and (ii) if such Revolving Exposure would
exceed the Revolving Commitments after giving effect to such reduction, then the
Borrower shall, on the date of such reduction, repay or prepay Revolving
Borrowings in an amount sufficient to eliminate such excess.

            (e) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (f) of this Section; provided that each prepayment of Borrowings of
any Class shall be applied to prepay ABR Borrowings of such Class before any
other Borrowings of such Class.

            (f) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., Cleveland, Ohio
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., Cleveland, Ohio time,
one Business Day before 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 2.07, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.07. Promptly following
receipt of any such notice, the Administrative 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 2.12.

            SECTION 2.11. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the Applicable Rate on the average daily unused amount of
the Revolving Commitment of such Lender during the period from and including the
Third Restatement Effective Date to but excluding the date on which such
Revolving Commitment terminates. Accrued commitment fees shall be payable in
arrears on each Interest Payment Date and on the date on which the Revolving
Commitments terminate, commencing on the first such date to occur after the
Third Restatement Effective Date. 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, 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.

                                       41
<PAGE>

            (b) The Borrower agrees to pay (i) to the Administrative Agent for
the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the average daily amount of
such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Third
Restatement 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 one-fourth of one percent (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 Third
Restatement 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 (other than fronting fees,
which shall be payable as specified above) with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Participation fees and fronting fees shall be payable in
arrears on each Interest Payment Date, commencing on the first such date to
occur after the Third Restatement 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 Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

            (d) The Borrower shall pay to the Administrative Agent on the Third
Restatement Effective Date for distribution to each Lender a closing fee for
such Lender in the amount specified in the commitment allocation letter between
such Lender and either or both of the Joint Lead Arrangers.

            (e) 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 2.12. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Rate.

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

                                       42
<PAGE>

            (c) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by the Borrower 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, two percent
(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,
two percent (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
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

            (e) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (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 2.13. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

            (a) the Administrative Agent determines (which determination shall
      be conclusive absent manifest error) that adequate and reasonable means do
      not exist for ascertaining the Adjusted LIBO Rate 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 (or Lender) of making or
      maintaining their Loans (or its Loan) included in such Borrowing for such
      Interest Period;

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

                                       43
<PAGE>

            SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

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

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

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

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

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

            (d) Failure or delay on the part of any Lender or the Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such

                                       44
<PAGE>

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 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

            SECTION 2.15. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including, without limitation, as a result
of the requirements of Section 2.10 or of an Event of Default), (b) the
conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Revolving Loan or Consolidated Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(f) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

            SECTION 2.16. Taxes. (a) Any and all payments by or on account of
any obligation of the 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 Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

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

                                       45
<PAGE>

            (c) The Borrower shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or
with respect to any payment by or on account of any obligation of the Borrower
hereunder 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 Borrower by a Lender or the Issuing Bank, or by the Administrative Agent
on its own behalf or on behalf of a Lender or the Issuing Bank, shall be
conclusive absent manifest error. If the Administrative Agent, any Lender or the
Issuing Bank (as the case may be) receives a refund of any Indemnified Taxes or
Other Taxes for which the Borrower has made a payment hereunder, it shall
promptly notify the Borrower thereof and shall promptly upon receipt repay such
refund to the Borrower, without interest and net of any expenses incurred;
provided that the Borrower, upon the request of the Administrative Agent, such
Lender or the Issuing Bank (as the case may be), agrees to return the amount of
such refund (plus any penalties, interest or other charges required to be paid)
to the Administrative Agent, such Lender or the Issuing Bank (as the case may
be) in the event the Administrative Agent, such Lender or the Issuing Bank (as
the case may be) is required to repay such refund to the relevant Governmental
Authority.

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

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

            SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) The Borrower 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 2.14,
2.15 or 2.16, or otherwise) prior to 12:00 noon, Cleveland, Ohio 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 1900 East Ninth
Street, Cleveland, Ohio, except payments to be made directly to the Issuing Bank
as expressly provided herein and except that

                                       46
<PAGE>

payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 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 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. All payments under each 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 Disbursements, 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 setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Consolidated Term Loans or
participations in LC Disbursements resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Revolving Loans,
Consolidated Term Loans and participations in LC Disbursements and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Consolidated Term Loans and
participations in LC Disbursements of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Consolidated Term Loans and participations in
LC Disbursements; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.

            (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such
                                       47
<PAGE>

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

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(d) or (e), 2.05(b), 2.17(d) or 9.03(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 Sections until all such unsatisfied obligations are fully paid.

            SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.14, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, 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 2.14 or 2.16, 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 Borrower
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 2.14, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower 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 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Commitment is being assigned, the Issuing Bank), 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, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required
to be made pursuant to Section 2.16,

                                       48
<PAGE>

such assignment will result in a 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 Borrower to require such assignment and delegation
cease to apply.

      SECTION 2.19. Same Indebtedness; Other References.

            (a) This Agreement and the other Loan Documents shall not be deemed
to provide for or effect a novation or repayment and re-advance of any portion
of the Existing Revolving Loans, the Existing Tranche A Term Loans or the
Existing Delayed Draw Acquisition Loans now outstanding, it being the intention
of the Borrower and the Lenders hereby that the Indebtedness owing under this
Agreement be and hereby is the same Indebtedness as that owing under the
Existing Credit Agreement immediately prior to the effectiveness hereof. Without
limiting the generality of the foregoing, to the extent, if any, not paid prior
to the effectiveness of this Agreement, all accrued interest and fees owing
under and pursuant to the Existing Credit Agreement shall be due and payable in
full on the date on which they would have been due and payable pursuant the
Existing Credit Agreement.

            (b) Upon the effectiveness of this Agreement as provided in Sections
2.01 and 4.02 hereof, the Existing Credit Agreement shall be deemed to have been
amended and restated in its entirety and superceded by this Agreement, and any
references in any other Loan Document to the Existing Credit Agreement shall be
deemed to refer to this Agreement.

                                  ARTICLE III

                         Representations and Warranties

            Each of Holdings and the Borrower represents and warrants to the
Lenders that:

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

            SECTION 3.02. Authorization; Enforceability. The Transactions and
Restatement Transactions to be entered into by each Loan Party are within such
Loan Party's corporate powers and have been duly authorized by all necessary
corporate and, if required, stockholder action. This Agreement has been duly
executed and delivered by each of Holdings and the 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 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.

                                       49
<PAGE>

            SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
and Restatement Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect and
except filings necessary to perfect Liens created under the Loan Documents, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of Holdings, the Borrower or any of its
Subsidiaries 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 Borrower or any of its Subsidiaries or its assets, or give
rise to a right thereunder to require any payment to be made by Holdings, the
Borrower or any of its Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of Holdings, the Borrower or any of its
Subsidiaries, except Liens created under the Loan Documents.

            SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders equity and cash flows (i) as of and
for the fiscal year ended October 25, 2003, reported on by Deloitte & Touche
LLP, independent registered public accounting firm, and (ii) as of and for the
fiscal quarter and the portion of the fiscal year ended May 1, 2004, certified
by its chief financial officer. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Borrower and its consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to year-end audit adjustments and
the absence of footnotes in the case of the statements referred to in clause
(ii) above.

            (b) The Borrower has heretofore furnished to the Lenders its pro
forma consolidated balance sheet as of May 1, 2004, prepared giving effect to
the Transactions as if the Transactions had occurred on such date. Such pro
forma consolidated balance sheet (i) has been prepared in good faith based on
the same assumptions used to prepare the pro forma financial statements included
in the information package distributed to the Lenders in May 2004 (which
assumptions are believed by the Borrower to be reasonable), (ii) is based on the
best information available to the Borrower after due inquiry, (iii) accurately
reflects all adjustments necessary to give effect to the Transactions and (iv)
presents fairly, in all material respects, the pro forma financial position of
the Borrower and its consolidated Subsidiaries as of May 1, 2004 as if the
Transactions had occurred on such date.

            (c) Except as disclosed in the financial statements referred to
above or the notes thereto and except for the Disclosed Matters, after giving
effect to the Transactions and Restatement Transactions, none of Holdings, the
Borrower or its Subsidiaries has, as of the Third Restatement Effective Date,
any material contingent liabilities, unusual long-term commitments or unrealized
losses.

            (d) Since October 25, 2003, there has been no material adverse
change in the business, assets, operations, prospects or condition, financial or
otherwise, of Holdings, the Borrower and its Subsidiaries, taken as a whole.

                                       50
<PAGE>

            SECTION 3.05. Properties. (a) Each of Holdings, the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, 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 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 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) Schedule 3.05 sets forth the address of each real property that
is owned or leased by the Borrower or any of its Subsidiaries as of the Third
Restatement Effective Date after giving effect to the Restatement Transactions.
As of the Third Restatement Effective Date, after giving effect to the
Restatement Transactions, neither Holdings, the Borrower nor any of its
Subsidiaries owns any real property other than the real property set forth in
Schedule 3.05.

            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 Borrower,
threatened against or affecting Holdings, the Borrower, any of its Subsidiaries
or the ESOP (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, (ii)
that involve any of the Loan Documents or the Transactions or (iii) in the case
of the ESOP, as which there is a reasonable possibility of an adverse decision
that could adversely effect the status of the ESOP.

            (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 Borrower
nor any of its Subsidiaries (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 this Agreement, there has been no change in
the status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

            SECTION 3.07. Compliance with Laws and Agreements. Each of Holdings,
the Borrower and its Subsidiaries 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.

                                       51
<PAGE>

            SECTION 3.08. Investment and Holding Company Status. Neither
Holdings, the Borrower nor any of its Subsidiaries 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 regulation
under, the Public Utility Holding Company Act of 1935.

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

            SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed the fair
market value of all the assets of such Plan by an amount that could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse
Effect. Each Plan is in compliance in all material respects with the
requirements under ERISA and the Code.

            SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders
all agreements, instruments and corporate or other restrictions to which
Holdings, the Borrower or any of its Subsidiaries 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. None of the
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 supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, Holdings and the Borrower
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

            SECTION 3.12. Subsidiaries. Holdings does not have any Subsidiaries
other than the Borrower and the Borrower's Subsidiaries. Schedule 3.12 sets
forth the name and jurisdiction of organization of, and the ownership interest
of the Borrower in, each Subsidiary of the Borrower and identifies each
Subsidiary that is a Subsidiary Loan Party, in each case as of the Third
Restatement Effective Date.

            SECTION 3.13. Insurance. Schedule 3.13 sets forth a description of
all insurance maintained by or on behalf of the Borrower and its Subsidiaries as
of the Third Restatement Effective Date. As of the Third Restatement Effective
Date, all premiums in respect of such insurance have been paid.

                                       52
<PAGE>

            SECTION 3.14. Labor Matters. As of the Third Restatement Effective
Date, except as described on Schedule 3.14, there are no strikes, lockouts or
slowdowns against Holdings, the Borrower or any Subsidiary pending or, to the
knowledge of Holdings or the Borrower, threatened. The hours worked by and
payments made to employees of Holdings, the Borrower and the Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters, except where
such violations, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. All material payments due from
Holdings, the Borrower or any Subsidiary, or for which any material claim may be
made against Holdings, the 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 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 Borrower or any
Subsidiary is bound.

            SECTION 3.15. Solvency. Immediately after the consummation of the
Restatement Transactions to occur on the Third Restatement Effective Date and
immediately following the making of each Loan made on the Third Restatement
Effective Date and after giving effect to the application of the proceeds of
such Loans (and taking into consideration the rights and obligations of the Loan
Parties under the Indemnity, Subrogation and Contribution Agreement), (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) each Loan Party will
not have unreasonably small capital with which to conduct the business in which
it is engaged as such business is now conducted and is proposed to be conducted
following the Third Restatement Effective Date.

            SECTION 3.16. Security Documents. (a) The Pledge Agreement is
effective to create in favor of the Collateral Agent, for the ratable benefit of
the Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Pledge Agreement) and, when the Collateral is
delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully
perfected first priority Lien on, and security interest in, all right, title and
interest of each 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 ratable benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Collateral (as defined in the Security
Agreement) and, by virtue of the financing statements filed with the Secretary
of State of the jurisdiction of organization of each respective Loan Party
pursuant to the Existing Credit Agreement, the Security Agreement constitutes a
fully perfected Lien on, and 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

                                       53
<PAGE>

case prior and superior in right to any other Person, other than with respect to
Liens expressly permitted by Section 6.02.

      (c) By virtue of the filing of the Security Agreement in the United States
Patent and Trademark Office and the United States Copyright Office, the Security
Agreement constitutes a fully perfected Lien on, and security interest in, all
right, title and interest of the Loan Parties 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 other than Liens expressly permitted by Section
6.02 (it being understood that subsequent recordings in the United States Patent
and Trademark Office and the United States Copyright Office may be necessary to
perfect a Lien on registered trademarks, trademark applications and copyrights
acquired by the Loan Parties after the date hereof).

            SECTION 3.17. Federal Reserve Regulations. (a) Neither Holdings, the
Borrower nor any of its Subsidiaries 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, or that is inconsistent
with, the provisions of the Regulations of the Board, including Regulation G, U
or X.

            SECTION 3.18. TRW Agreement. The provisions of the TRW Agreement
pursuant to which TRW is obligated to perform any "Environmental Remediation"
and/or indemnify, defend and hold harmless the Borrower, with respect to
"Excluded Environmental Obligations", TRW's share of "Shared Environmental
Obligations", or otherwise with respect to "Environmental Activities", are in
full force and effect in accordance with the terms of the TRW Agreement and no
party has waived any material rights thereunder. Terms contained in quotation
marks in this Section 3.18 shall have the respective meanings ascribed to such
terms in the TRW Agreement.

            SECTION 3.19. Tax Status of ESOP. The ESOP, together with the ESOP
Plan and Trust Document, complies with all the requirements necessary to be an
"employee stock ownership plan" within the meaning of Section 4975(e)(7) of the
Code. The ESOP is a qualified plan and trust under Section 401(a) of the Code,
exempt from the tax under Section 501 of the Code and in compliance with all
applicable requirements of the Code and ERISA.

            SECTION 3.20. Certain Agreements. The Stockholders' Agreement and
the Distributorship Agreement are in full force and effect.

                                   ARTICLE IV

                                   Conditions

                                       54
<PAGE>

            SECTION 4.01. Opening Covenants. Prior to or concurrently with the
execution and delivery of this Agreement, the Borrower and Holdings shall
furnish to Administrative Agent originals or copies for delivery to each Lender
of the following:

            (a) Loan Party Certificates. A certificate executed by an authorized
officer of each Loan Party and a secretary or assistant secretary of such Loan
Party certifying (i) the resolutions of the Board of Directors of such Loan
Party authorizing the execution, performance and delivery of each Loan Document
to which such Loan Party is a party, (ii) the names and signatures of the
officers of such Loan Party executing or attesting to such Loan Documents, and
(iii) the absence of any Default;

            (b) Good Standing Certificates. Certificates of good standing for
each Loan Party, certified by the office of the Secretary of State or other
similar official of the state of incorporation or formation of such Loan Party,
and certificates of qualification to transact business as a foreign corporation
or other entity in every other State where such Loan Party's failure so to
qualify could have a Material Adverse Effect; and

            (c) Formation Documents. (i) A copy of the certificate or articles
of incorporation of each Loan Party, including any amendments or restatements
thereof, certified as of a recent date by the Secretary of State or other
governmental official of the jurisdiction of its formation, and (ii) a copy of
the by-laws or equivalent governing documents of such Loan Party, certified as
true, correct and in full force and effect by the Secretary or an Assistant
Secretary of such Loan Party.

            SECTION 4.02 Prior to Initial Credit Event. Prior to or concurrently
with the effectiveness of this Agreement to amend and restate the Existing
Credit Agreement in its entirety and the occurrence of the initial Borrowing or
Letter of Credit issuance hereunder, the Borrower shall furnish to
Administrative Agent originals or copies for delivery to each Lender and the
Letter of Credit Issuer of the following:

            (a) Notes. The Borrower shall have executed and delivered to the
Administrative Agent such promissory notes, if any, as may have been requested
by any Lender pursuant to Section 2.08(e) in the principal amount of, as
applicable, such Lender's Revolving Commitment and such Lender's Consolidated
Term Loan.

            (b) June 2004 Notes. The Borrower shall have delivered to the
Administrative Agent evidence satisfactory to the Administrative Agent that the
Borrower has issued the June 2004 Notes on terms described in the offering
memorandum therefor dated June 4, 2004 and approved by the Administrative Agent
and has received the proceeds thereof and that the June 2004 Notes Documents are
in full force and effect.

            (c) Argo-Tech Notes and Senior Subordinated Notes; Holdings
Preferred Stock. The Borrower shall have delivered to the Administrative Agent
evidence satisfactory to the Administrative Agent (i) that (A) all of the
Borrower's Indebtedness and other obligations under each of the Argo-Tech Notes
and the Argo-Tech Notes Documents and the Senior Subordinated Notes and the
Senior Subordinated Notes Documents (except for the Unpaid

                                       55
<PAGE>

Transaction Debt) have been paid and discharged in full and (B) all of the
Holdings Preferred Stock has been redeemed, and (ii) that redemption notices
will be issued on the Third Restatement Effective Date to all holders of Unpaid
Transaction Debt requiring payment in full no later than August 10, 2004.

            (d) Departing Lenders. The Borrower shall have delivered, or caused
to be delivered, to the Administrative Agent evidence satisfactory to the
Administrative Agent that the Borrower's Indebtedness and other obligations to
each of the Departing Lenders under the Existing Credit Agreement have been paid
and discharged in full.

            (e) Disbursement Instructions. The Borrower shall have delivered to
the Administrative Agent a Borrowing Request and instructions from the Borrower
directing the Administrative Agent to disburse the proceeds of the Effective
Date Term Advance.

            (f) Guarantees. Holdings shall have executed and delivered to the
Administrative Agent a restatement of the Parent Guarantee Agreement, and each
of the Subsidiary Loan Parties shall have executed and delivered to the
Administrative Agent a restatement of its Subsidiary Guarantee Agreement, all in
form and substance satisfactory to the Administrative Agent.

            (g) Security Agreements. Each of the Subsidiary Loan Parties shall
have executed and delivered to the Administrative Agent a restatement of the
Security Agreement, in form and substance satisfactory to the Administrative
Agent.

            (h) Pledge Agreement. Holdings shall have executed and delivered to
the Administrative Agent a restatement of the Pledge Agreement, in form and
substance satisfactory to the Administrative Agent.

            (i) Indemnity, Subrogation and Contribution Agreement. The Loan
Parties shall have executed and delivered to the Administrative Agent a
restatement of the Indemnity, Subrogation and Contribution Agreement, in form
and substance satisfactory to the Administrative Agent

            (j) Closing Fees. The Borrower shall have paid or caused to be paid
all fees required to be paid by it on or prior to such date pursuant to 2.11
hereof, the structuring and arrangement fee to each of the Joint Lead Arrangers
as heretofore agreed to in letters between them and the Borrower, and all
reasonable fees and expenses of the Administrative Agents and of special counsel
to the Administrative Agents in connection with the preparation, execution and
delivery of this Agreement and the other Loan Documents and the consummation of
the transactions contemplated hereby and thereby.

            (k) Mortgages. The Borrower shall have executed and delivered to the
Collateral Agent Mortgages encumbering the California Property and the Ohio
Property; at the expense of the Borrower, the Mortgages shall have been filed
for record in the appropriate public records; and, at the expense of the
Borrower, there shall have been issued to the Collateral Agent

                                       56
<PAGE>

loan policies of title insurance in respect of the Mortgages in form and
substance satisfactory to the Collateral Agent.

            (l) Assignment and Recordation of Security Documents, Delivery of
Collateral, Taxes, etc. The assignments of the Security Documents existing prior
to the Third Restatement Effective Date (or proper notices or financing
statements in respect thereof) shall have been executed and delivered to the
Collateral Agent by the Existing Collateral Agent and, as appropriate, and at
the expense of the Borrower, duly recorded, published and filed in such manner
and in such places as may be required by law or deemed appropriate by the
Collateral Agent; all collateral items delivered to the Existing Collateral
Agent under the Security Documents shall have been delivered to the Collateral
Agent, accompanied by any appropriate instruments of transfer; and all taxes,
fees and other charges then due and payable in connection with the execution,
delivery, recording, publishing and filing of such instruments shall have been
paid in full by the Borrower.

            (m) Legal Opinion. The Borrower shall have caused the delivery to
the Administrative Agent a favorable opinion of counsel for the Loan Parties,
all in form and substance reasonably acceptable to the Administrative Agent.

            (n) Lien Searches; Filings. The Borrower shall have delivered, or
cause to be delivered, to the Administrative Agent results of searches, in form
and scope and as of such dates, as are satisfactory to the Administrative Agent,
of Uniform Commercial Code, tax, judgment and all other liens which may have
been filed against each Loan Party and its property; and such filings to perfect
the Liens of the Security Documents shall have been made at the expense of the
Borrower as the Collateral Agent may request.

            (o) Evidence of Insurance. The Administrative Agent shall have
received certificates of insurance and other evidence, satisfactory to it, of
compliance with the insurance requirements of this Agreement and the Security
Documents.

            (p) Absence of Litigation. The Administrative Agent shall have
received evidence satisfactory to it that there shall is not any action, suits
or proceedings pending or threatened with respect to any Loan Party (i) that
have, or could reasonably be expected to have, a Material Adverse Effect, or
(ii) that question the validity or enforceability of any of the Loan Documents,
or of any action to be taken by the Borrower or any of the other Loan Parties
pursuant to any of the Loan Documents.

            (q) Pro Forma Balance Sheet. The Borrower shall have delivered to
the Administrative Agent a pro forma balance sheet of the Borrower and its
Subsidiaries giving effect to the Restatement Transactions (including the
pay-off of the Departing Lenders) and the issuance of the June 2004 Notes and
satisfactory to the Administrative Agent in form and content.

            (r) Opening Revolving Balance. The Borrower shall have delivered to
the Administrative Agent evidence satisfactory to the Administrative Agent that
immediately after giving effect to the Restatement Transactions (including the
pay-off of the Departing Lenders)

                                       57
<PAGE>

and the issuance of the June 2004 Notes, the aggregate unpaid principal balance
of the Revolving Loans will not exceed $7,500,000.

            (s) Other Matters. The Borrower shall have executed and delivered to
the Administrative Agent such other documents, certificates and other matters,
and shall have taken such other actions, as the Administrative Agent may
reasonably request of the Borrower and any of the Subsidiary Guarantors.

            SECTION 4.03. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:

            (a) The representations and warranties of 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.

            (c) In the case of any Borrowing of a Revolving Loan or issuance of
      any Letter of Credit, at the time of and immediately after giving effect
      to such Borrowing or issuance of Letter of Credit, if the total Revolving
      Exposures exceed $15,000,000, the Borrower shall have delivered a
      Borrowing Base Certificate as of the most recent month that ended more
      than 15 days prior to such date of Borrowing or issuance of Letter of
      Credit.

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 Borrower on the date thereof as to the matters specified in paragraphs
(a) and (b) of this Section.

                                    ARTICLE V

                              Affirmative Covenants

            Until the Revolving 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 and each other
Obligation shall have been performed and satisfied in full, each of Holdings and
the Borrower covenants and agrees with the Lenders that:

            SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender (directly or
through the Administrative Agent):

            (a) within 90 days after the end of each fiscal year of the
      Borrower, the Borrower's audited consolidated balance sheet and related
      statements of operations,

                                       58
<PAGE>

      stockholders' equity and cash flows as of the end of and for such year,
      setting forth in each case in comparative form the figures for the
      previous fiscal year, all reported on by Deloitte & Touche 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 the Borrower
      and its consolidated Subsidiaries on a consolidated basis in accordance
      with GAAP consistently (except as noted therein) applied;

            (b) within 45 days after the end of each of the first three fiscal
      quarters of each fiscal year of the Borrower, the Borrower's 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 the Borrower's Financial Officers as
      presenting fairly in all material respects the financial condition and
      results of operations of the Borrower and its consolidated Subsidiaries on
      a consolidated basis in accordance with GAAP consistently (except as noted
      therein) applied, subject to normal year-end audit adjustments and the
      absence of footnotes;

            (c) concurrently with any delivery of financial statements under
      clause (a) or (b) above, a certificate of a Financial Officer of the
      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
      6.12 and 6.13 and (iii) stating whether any change in GAAP or in the
      application thereof has occurred since the date of the Borrower's 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;

            (d) concurrently with any delivery of financial statements under
      clause (a) above, 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);

            (e) within 30 days after the commencement of each fiscal year of the
      Borrower, 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,
      promptly when available, any significant revisions of such budget;

            (f) promptly after the same become publicly available, copies of all
      periodic and other reports, proxy statements and other materials filed by
      Holdings, the Borrower or any Subsidiary with the Securities and Exchange
      Commission, or any Governmental

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      Authority succeeding to any or all of the functions of said Commission, or
      with any national securities exchange, or distributed by Holdings to its
      shareholders generally, as the case may be;

            (g) From time to time on the earlier of (i) no later than ten (10)
      days after the first date that the total Revolving Exposures exceed
      $15,000,000 and (ii) within 15 days after the end of each month in which
      the total Revolving Exposures exceeded $15,000,000 at any time during such
      month, a completed Borrowing Base Certificate calculating and certifying
      the Borrowing Base as of the last day of such month (or in the case of the
      first date that the total Revolving Exposures exceed $15,000,000, as of
      the last day of the most recent month that ended more than 15 days prior
      to such date), and signed on behalf of the Borrower by a Financial Officer
      and accompanied by the reports and supporting information contemplated
      thereby; and

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

            Delivery to the Administrative Agent and each Lender (directly or
through the Administrative Agent) of a copy of the Borrower's Form 10-K or 10-Q,
as the case may be, filed with the Securities and Exchange Commission will
satisfy the requirements set forth in clause (a) and (b) above, as the case may
be, provided that the contents thereof satisfy such requirements.

            SECTION 5.02. Notices of Material Events. Holdings and the Borrower
will furnish to the Administrative Agent and each Lender (directly or through
the Administrative Agent) 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 Governmental Authority against or affecting
      Holdings, the Borrower or any Affiliate thereof that could reasonably be
      expected to result in either (i) liability in excess of $1,500,000 or (ii)
      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 Borrower and its Subsidiaries in an
      aggregate amount exceeding $750,000; 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 Borrower setting forth the
details of the event or

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development requiring such notice and any action taken or proposed to be taken
with respect thereto.

            SECTION 5.03. Information Regarding Collateral. (a) The Borrower
will furnish to the Administrative Agent prompt written notice of any change (i)
in any Loan Party's name, (ii) in the jurisdiction of incorporation or
organization of any Loan Party, (iii) in the location of the chief executive
office of any Loan Party, (iii) in any Loan Party's identity or type of
organization or corporate structure or (iv) in any Loan Party's Organizational
Identification Number. Each Loan Party agrees to promptly provide the
Administrative Agent with certified organizational documents reflecting any of
the changes described in the first sentence of this paragraph. The Borrower
agrees not to effect or permit any change referred to in the first sentence of
this paragraph unless all filings have been made under the Uniform Commercial
Code or otherwise that are required in order for the Administrative Agent to
continue at all times following such change to have a valid, legal and perfected
security interest in all the Collateral. The Borrower also agrees promptly to
notify the Administrative Agent if any material portion of the Collateral is
damaged or destroyed.

            (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, the Borrower shall deliver to the Administrative Agent a
certificate of a Financial Officer of the Borrower and the chief legal officer
of the Borrower setting forth the information required pursuant to Section 2 of
the Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the Third
Restatement Effective Date or the date of the most recent certificate delivered
pursuant to this Section. Each certificate delivered pursuant to this Section
5.03(b) shall identify in the format of Schedule II, III, IV or V, as
applicable, of the Security Agreement all Intellectual Property (as defined in
the Security Agreement) of any Loan Party in existence on the date thereof and
not then listed on such Schedules as previously so identified to the Collateral
Agent.

            SECTION 5.04. Existence; Conduct of Business. Each of Holdings and
the Borrower will, and will cause each of its 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 tradenames material to the conduct of its
business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03.

            SECTION 5.05. Payment of Obligations. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, pay its Indebtedness
and other obligations, including material 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 appropriate proceedings, (b) Holdings, the
Borrower 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.

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<PAGE>

            SECTION 5.06. Maintenance of Properties. Each of Holdings and the
Borrower will, and will cause each of its Subsidiaries to, keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted.

            SECTION 5.07. Insurance. (a) Each of Holdings and the Borrower will,
and will cause each of its Subsidiaries to, maintain, with financially sound and
reputable insurance companies:

            (i) fire and extended coverage insurance, on a replacement cost
      basis, with respect to all personal property and improvements to real
      property, in such amounts as are customarily maintained by companies in
      the same or similar business operating in the same or similar locations;

            (ii) commercial general liability insurance against claims for
      bodily injury, death or property damage occurring upon, about or in
      connection with the use of any properties owned, occupied or controlled by
      it, providing coverage on an occurrence basis with a combined single limit
      of not less than $1,000,000 (plus $35,000,000 of additional coverage under
      umbrella and similar policies) and including the broad form CGL
      endorsement;

            (iii) business interruption insurance, insuring against loss of
      gross earnings for a period of not less than 12 months arising from any
      risks or occurrences required to be covered by insurance pursuant to
      clause (i) above; and

            (iv) such other insurance of the type and in the amount described in
      Schedule 3.13 or as may be required by law.

Deductibles or self-insured retention shall not exceed $500,000 for fire and
extended coverage policies, $0 for commercial general liability policies or
$500,000 for business interruption policies.

            (b) Fire and extended coverage policies (and any policies required
to be maintained pursuant to paragraph (c) below) maintained with respect to any
Collateral shall be endorsed or otherwise amended to include (i) a
non-contributing mortgage clause (regarding improvements to real property) and
lenders' loss payable clause (regarding personal property), in each case in
favor of the Administrative Agent and providing for losses thereunder to be
payable to the Administrative Agent or its designee, (ii) a provision to the
effect that neither the Borrower, the Administrative Agent nor any other party
shall be a coinsurer and (iii) such other provisions as the Administrative Agent
may reasonably require from time to time to protect the interests of the
Lenders. Commercial general liability policies shall be endorsed to name the
Administrative Agent as an additional insured. Business interruption policies
shall name the Administrative Agent as loss payee. Each such policy referred to
in this paragraph also shall provide that it shall not be canceled, modified or
not renewed (i) by reason of nonpayment of premium except upon not less than 10
days' prior written notice thereof by the insurer to the Administrative Agent
(giving the Administrative Agent the right to cure defaults in the payment of
premiums) or (ii) for any other reason except upon not less than 30 days' prior
written notice

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<PAGE>

thereof by the insurer to the Administrative Agent. The Borrower shall deliver
to the Administrative Agent, prior to the cancellation, modification or
nonrenewal of any such policy of insurance, a copy of a renewal or replacement
policy (or other evidence of renewal of a policy previously delivered to the
Administrative Agent) together with evidence satisfactory to the Administrative
Agent of payment of the premium therefor.

            (c) If at any time the area in which any Mortgaged Property is
located is designated (i) a "flood hazard area" in any Flood Insurance Rate Map
published by the Federal Emergency Management Agency (or any successor agency),
the Borrower shall obtain flood insurance in such total amount as the
Administrative Agent or the Required Lenders may from time to time require, and
otherwise comply with the National Flood Insurance Program as set forth in the
Flood Disaster Protection Act of 1973, as amended from time to time, or (ii) a
"Zone 1" area, the Borrower shall obtain earthquake insurance in such total
amount as the Administrative Agent or the Required Lenders may from time to time
require.

            SECTION 5.08. Casualty and Condemnation. (a) The Borrower will
furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any portion of any material Collateral or
the commencement of any action or proceeding for the taking of any material
Collateral or any part thereof or interest therein under power of eminent domain
or by condemnation or similar proceeding.

            (b) If any event described in paragraph (a) of this Section results
in Net Proceeds (whether in the form of insurance proceeds, condemnation award
or otherwise), the Administrative Agent is authorized to collect such Net
Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net
Proceeds shall be paid over to the Administrative Agent; provided that (i) if
the aggregate Net Proceeds in respect of such event (other than proceeds of
business income insurance) are less than $2,000,000, such Net Proceeds shall be
paid over to the Borrower unless a Default has occurred and is continuing, and
(ii) all proceeds of business income insurance shall be paid over to the
Borrower unless a Default has occurred and is continuing. All such Net Proceeds
retained by or paid over to the Administrative Agent shall be held by the
Administrative Agent and released from time to time to pay the costs of
repairing, restoring or replacing the affected property in accordance with the
terms of the applicable Security Document, subject to the provisions of the
applicable Security Document regarding application of such Net Proceeds during a
Default.

            (c) If any Net Proceeds retained by or paid over to the
Administrative Agent as provided above continue to be held by the Administrative
Agent on the date that is two years after the occurrence of the event resulting
in such Net Proceeds, then such Net Proceeds shall be applied to prepay
Consolidated Term Borrowings as provided in Section 2.10(c).

            SECTION 5.09. Books and Records; Inspection and Audit Rights. (a)
Each of Holdings and the Borrower will, and will cause each of its 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 and the Borrower will, and will cause each of
its Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its

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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.

            (b) Each of Holdings and the Borrower will, and will cause each of
its Subsidiaries to, permit the Administrative Agent and any representatives
designated by the Administrative Agent (including any consultants, accountants,
lawyers and appraisers retained by the Administrative Agent) to conduct
evaluations and audits of the computation of the Borrowing Base and the assets
included in the Borrowing Base, all at such reasonable times and (i) within 90
days following the first date that the total Revolving Exposures exceed
$15,000,000 and (ii) as often as reasonably requested; provided that, unless a
Default has occurred and is continuing, such evaluations and audits shall not be
conducted on more than two occasions in any calendar year. In addition, Holdings
and the Borrower will, and will cause each of the Subsidiaries to, permit the
Administrative Agent and such representatives to conduct appraisals of the
assets constituting Eligible Inventory, all at such reasonable times and as
often as reasonably requested; provided that (i) it is understood that such an
appraisal will, in the Administrative Agent's discretion, be conducted at least
(A) once within 90 days following the first date that the total Revolving
Exposures exceed $15,000,000 and (B) once during each calendar year, and (ii)
unless a Default has occurred and is continuing, such appraisals shall not be
conducted more than once in any calendar year. The Borrower shall pay the
reasonable fees and expenses of the Administrative Agent and any representatives
retained by the Administrative Agent to conduct any such evaluation, audit or
appraisal.

            SECTION 5.10. Compliance with Laws and Agreements. Each of Holdings
and the Borrower will, and will cause each of its 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 and with 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.

            SECTION 5.11. Use of Proceeds and Letters of Credit. The proceeds of
the Revolving Loans have been and will be used, and the proceeds of the
Effective Date Term Advance will be used, solely (a) for working capital
purposes and (b) for other general corporate purposes permitted by this
Agreement, other than the repurchase or redemption of Holdings Preferred Stock.
No part of the proceeds of any Loan has been or will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations G, U and X. Letters of Credit
will be issued only for general corporate purposes (other than to finance
acquisitions).

            SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary
is formed or acquired after the Third Restatement Effective Date, the Borrower
will notify the Administrative Agent and the Lenders thereof and (a) if such
Subsidiary is a Subsidiary Loan Party, the Borrower will cause such Subsidiary
to become a party to the Subsidiary Guarantee Agreement, the Indemnity,
Subrogation and Contribution Agreement and each applicable

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<PAGE>

Security Document in the manner provided therein within three Business Days
after such Subsidiary is formed or acquired and promptly take such actions to
create and perfect Liens on such Subsidiary's assets to secure the Obligations
as the Administrative Agent or the Required Lenders shall reasonably request and
(b) if any shares of capital stock or Indebtedness of such Subsidiary are owned
by or on behalf of any Loan Party, the Borrower will cause such shares and
promissory notes evidencing such Indebtedness to be pledged pursuant to the
Pledge Agreement within three Business Days after such Subsidiary is formed or
acquired (except that, if such Subsidiary is a Foreign Subsidiary, shares of
common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement
may be limited to 65% of the outstanding shares of common stock of such
Subsidiary).

            SECTION 5.13. Further Assurances. (a) Each of Holdings and the
Borrower 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 and other documents),
which may be required under any applicable law, or that the Administrative Agent
or the Required Lenders may reasonably request, to effectuate the transactions
contemplated by the Loan Documents or to grant, preserve, protect or perfect the
Liens created or intended to be created by the Security Documents or the
validity or priority of any such Lien, all at the expense of the Loan Parties.
Holdings and the Borrower 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 material assets (including any real property or
improvements thereto or any interest therein) are acquired by the Borrower or
any Subsidiary Loan Party after the Third Restatement Effective Date (other than
assets constituting Collateral under the Security Agreement that become subject
to the Lien of the Security Agreement upon acquisition thereof), the Borrower
will notify the Administrative Agent and the Lenders thereof, and, if requested
by the Administrative Agent or the Required Lenders, the Borrower will cause
such assets to be subjected to a Lien securing the 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. Landlord and Bailee Waivers. Each Loan Party (other
than Holdings) shall make best efforts to deliver to the Administrative Agent
landlord and bailee waivers, in form and substance satisfactory to the
Administrative Agent, in respect of, as applicable, (i) no later than sixty (60)
days after the Third Restatement Effective Date, all locations not owned by such
Loan Party at which Inventory of such Loan Party having an aggregate book value
of more than $3,000,000 is situated; and (ii) (a) at such time as the aggregate
book value of all Inventory of all Loan Parties situated at all locations not
owned by a Loan Party exceeds $6,000,000 or (b) within than sixty (60) days
after the Third Restatement Effective Date, whichever of (a) or (b) is later,
all locations not owned by any Loan Party at

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which any Inventory of any Loan Party (in excess of $100,000 in aggregate book
value) is situated.

                                   ARTICLE VI

                               Negative Covenants

            Until the Revolving 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 and each other Obligation shall have
been performed and satisfied in full, each of Holdings and the Borrower
covenants and agrees with the Lenders that:

            SECTION 6.01. Indebtedness; Certain Equity Securities. (a) The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Indebtedness, except:

            (i) Indebtedness created under the Loan Documents;

            (ii) in the case of the Borrower, Indebtedness under the June 2004
      Notes;

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

            (iv) Guarantees by the Borrower of Indebtedness of any Subsidiary
      and by any Subsidiary of Indebtedness of the Borrower or any other
      Subsidiary; provided that (A) the Indebtedness so guaranteed is permitted
      by this Section, (B) Guarantees by the Borrower or any Subsidiary Loan
      Party of Indebtedness of any Subsidiary that is not a Loan Party shall be
      subject to Section 6.04 and (C) the June 2004 Notes shall not be
      Guaranteed by any Subsidiary that is not a guarantor under the Subsidiary
      Guarantee Agreement;

            (v) Indebtedness of the 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 90 days after such
      acquisition or the completion of such construction or improvement and (B)
      the aggregate principal amount of Indebtedness permitted by this clause
      (v) shall not exceed $3,000,000 at any time outstanding;

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<PAGE>

            (vi) 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 contemplation of or in
      connection with such Person becoming a Subsidiary and (B) the aggregate
      principal amount of Indebtedness permitted by this clause (vi) shall not
      exceed $1,500,000 at any time outstanding;

            (vii) until August 10, 2004, Unpaid Transaction Debt; and

            (viii) other unsecured Indebtedness in an aggregate principal amount
      not exceeding $2,500,000 at any time outstanding.

            (b) Holdings will not create, incur, assume or permit to exist any
Indebtedness except (i) Indebtedness created under the Loan Documents, (ii)
Indebtedness in respect of the Company's Notes, subject to Section 6.08(a), and
(iii) Indebtedness owing to the Borrower in respect of loans made by the
Borrower to Holdings in lieu of dividends that the Borrower would have been
entitled to pay to Holdings pursuant to Section 6.08; provided that (A) any such
loans made by the Borrower to Holdings shall be made at the same times, in the
same amounts and for the same purposes as the Borrower would be permitted to pay
dividends to Holdings pursuant to Section 6.08 and (B) such loans shall be
treated as dividends paid to Holdings for purposes of determining compliance
with Section 6.08.

            (c) Neither Holdings nor the Borrower will, nor will they permit any
Subsidiary to, issue any preferred stock or be or become liable in respect of
any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or
make any other payment in respect of any shares of capital stock of Holdings,
the Borrower or any Subsidiary or any option, warrant or other right to acquire
any such shares of capital stock, except (i) pursuant to the Put Options, as
permitted under Section 6.04(a)(ii); (ii) repurchases of Common Stock (and
options to acquire Common Stock) from directors and employees of Holdings, the
Borrower and the Subsidiaries, as permitted under Section 6.04(a)(iii); (iii) as
permitted under Section 6.08(a)(v); and (iv) on the Third Restatement Effective
Date, redemption of the Holdings Preferred Stock on such date.

            SECTION 6.02. Liens. (a) The Borrower will not, and will not 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, other than sales of
delinquent accounts receivable for collection purposes in the ordinary course of
business) or rights in respect of any thereof, except:

            (i) Liens created under the Loan Documents;

            (ii) Permitted Encumbrances;

            (iii) any Lien existing on any property or asset prior to the
      acquisition thereof by the 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 acquisition or such Person becoming a Subsidiary, as the case may

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<PAGE>

      be, (B) such Lien shall not apply to any other property or assets of the
      Borrower or any Subsidiary and (C) such Lien shall secure only those
      obligations that it secures on the date of such acquisition or the date
      such Person becomes a Subsidiary, as the case may be and extensions,
      renewals and replacements thereof that do not increase the outstanding
      principal amount thereof;

            (iv) Liens on fixed or capital assets acquired, constructed or
      improved by the Borrower or any Subsidiary; provided that (A) such
      security interests secure Indebtedness permitted by clause (v) of Section
      6.01(a), (B) such security interests and the Indebtedness secured thereby
      are incurred prior to or within 90 days after such acquisition or the
      completion of such construction or improvement, (C) the Indebtedness
      secured thereby does not exceed 100% of 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
      Borrower or any Subsidiary; and

            (v) Liens in the form of options on the Common Stock held by the
      Borrower and Holdings issued to directors and employees of Holdings, the
      Borrower and the Subsidiaries.

            (b) Holdings will not 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 thereof, except Liens created under the Loan Documents and Permitted
Encumbrances.

            SECTION 6.03. Fundamental Changes. (a) Neither Holdings nor the
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 Borrower in a transaction in
which the Borrower is the surviving corporation, (ii) any Subsidiary may merge
into any Subsidiary Loan Party in a transaction in which the surviving entity is
a Subsidiary Loan Party, (iii) any Subsidiary that is not a Loan Party may merge
into any Subsidiary that is not a Loan Party and (iv) any Subsidiary may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a wholly owned Subsidiary immediately prior to
such merger shall not be permitted unless also permitted by Section 6.04.

            (b) The 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 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
the ownership of all the outstanding shares of capital stock of the Borrower and
activities incidental thereto; provided, however, that Holdings may engage in
the development of certain tracking technology

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<PAGE>

transferred to it by the Borrower on or before the Third Restatement Effective
Date. Holdings will not own or acquire any assets (other than shares of its
capital stock, capital stock of the Borrower, cash and Permitted Investments) or
incur any liabilities (other than Indebtedness expressly permitted under Section
6.01(b), other liabilities under the Loan Documents, liabilities imposed by law,
including tax liabilities, and other liabilities incidental to its existence and
permitted business and activities).

            (d) Neither Holdings nor the Borrower will, nor will they permit any
Subsidiary to, (i) permit the ESOP Trustee to be other than an independent
financial institution or (ii) permit any accumulated funding deficiency to occur
with respect to any Plan.

            SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. Neither Holdings nor the Borrower will, nor will they permit any
of the Subsidiaries 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 capital stock, evidences of indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing)
or 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 acquire (in one transaction or a series
of transactions) any assets of any other Person constituting a business unit,
except:

            (a) the Borrower (and, in the case of clauses (i), (ii) and (iii)
      below, Holdings) will be permitted to (i) fund distributions by the ESOP
      in accordance with the terms of the ESOP Plan and Trust Document, (ii)
      repurchase Common Stock pursuant to the Put Options, (iii) repurchase
      Common Stock (and options to acquire Common Stock) from directors and
      employees of Holdings, the Borrower and the Subsidiaries and (iv) make
      Permitted Acquisitions; provided that (A) both of the Restricted
      Transaction Conditions shall have been satisfied immediately prior and
      after giving effect thereto (provided further, however, that as to fund
      distributions pursuant to clause (i), above, the Borrower shall be deemed
      to have complied with the requirements of the second of the Restricted
      Transaction Conditions (that is, the requirements set forth in clause (ii)
      of the definition of Restricted Transaction Conditions) if the Borrower
      delivers, as applicable, the Borrowing Base Certificate or written
      statement to the Administrative Agent, to the extent required thereby,
      within 15 days after the date on which such fund distribution occurs), (B)
      the aggregate cumulative amount of all payments, prepayments, purchase
      payments, investments, Restricted Payments and other consideration made on
      or after the Third Restatement Effective Date in respect of transactions
      governed or restricted by this Sections 6.04(a) shall not exceed the
      Cumulative Maximum (and for purposes of determining compliance with the
      limitations of this clause (B), the aggregate principal amount of
      Indebtedness assumed, incurred or otherwise resulting from Permitted
      Acquisitions shall be deemed to constitute amounts expended for such
      purpose) and (C) consideration in respect of Permitted Acquisitions shall
      consist solely of cash consideration and, subject to compliance with
      Section 6.01, assumption or incurrence of Indebtedness;

                                       69
<PAGE>

            (b) Permitted Investments;

            (c) investments existing on the Third Restatement Effective Date and
      set forth on Schedule 6.04, to the extent such investments would not be
      permitted under any other clause of this Section;

            (d) investments by the Borrower in the capital stock of the
      Subsidiaries; provided that (i) any such shares of capital stock shall be
      pledged pursuant to the Pledge Agreement (subject to the limitations
      applicable to common stock of a Foreign Subsidiary referred to in Section
      5.12) and (ii) the aggregate amount of investments in, and loans and
      advances to, and Guarantees of Indebtedness of, Subsidiaries that are not
      Loan Parties shall not exceed $100,000 in the aggregate at any time
      outstanding;

            (e) loans or advances made by the Borrower to any Subsidiary and
      made by any Subsidiary to the 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 all such loans and advances by Loan Parties to
      Subsidiaries that are not Loan Parties shall be subject to the limitation
      set forth in clause (d)(ii) above;

            (f) Guarantees constituting Indebtedness permitted by Section 6.01;
      provided that the aggregate principal amount of Indebtedness of
      Subsidiaries that are not Loan Parties Guaranteed by any Loan Party shall
      be subject to the limitation set forth in clause (d)(ii) above;

            (g) 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;

            (h) loans to directors and employees of the Borrower and the
      Subsidiaries in their capacity as such, in an aggregate principal amount
      not to exceed $3,500,000 at any time outstanding;

            (i) Hedging Agreements permitted under Section 6.07;

            (j) until July 1, 2004, the ESOP Loan in a principal amount not
      exceeding $3,500,000 at any time outstanding;

            (k) contributions to the ESOP in accordance with the terms of the
      ESOP Plan and Trust Document;

            (l) loans by the Borrower to Holdings to the extent Holdings is
      permitted to incur such Indebtedness pursuant to Section 6.01(b); and

            (m) guarantees by Holdings of Indebtedness incurred by another
      Person with respect to the development of certain tracking technology
      transferred to Holdings by the

                                       70
<PAGE>

      Borrower on or before the Third Restatement Effective Date, so long as the
      aggregate principal amount of all such Indebtedness does not at any time
      exceed an amount equal to $4,000,000, minus the amount of all expenditures
      made by Holdings permitted by Section 6.08(a)(iv)(D), below.

            SECTION 6.05. Asset Sales. The Borrower will not, and will not
permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of
any asset, including any capital stock, nor will the Borrower permit any of its
Subsidiaries to issue any additional shares of its capital stock or other
ownership interest in such Subsidiary, except:

            (a) sales of inventory, used or surplus equipment and Permitted
      Investments in the ordinary course of business;

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

            (c) sales, transfers and dispositions of assets (other than capital
      stock of 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 (c)
      shall not exceed $7,500,000 in the aggregate during the term of this
      Agreement;

            (d) sales of the Ohio Property; and

            (e) pursuant to stock options issued to directors and employees of
      Holdings, the Borrower and the Subsidiaries, sales of Common Stock
      purchased and held by the Borrower.

provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b) above) shall be made for fair
value and solely for cash consideration.

            SECTION 6.06. Sale and Lease-Back Transactions. The Borrower will
not, and will not permit any of its Subsidiaries to, enter into any arrangement,
directly or indirectly, with any Person whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the
property being sold or transferred, except for the Ohio Property.

            SECTION 6.07. Hedging Agreements. The Borrower will not, and will
not permit any of its Subsidiaries to, enter into any Hedging Agreement, other
than (i) Hedging Agreements (a) that are entered into in the ordinary course of
business to hedge or mitigate risks to which the Borrower or any Subsidiary is
exposed in the conduct of its business or the management of its liabilities, and
(b) if the Hedging Agreements described in clause (a) hereof are interest rate
protection agreements or other interest hedging arrangements, that hedge a
floating interest rate to a stipulated fixed interest rate and (ii) other
Hedging Agreements that are

                                       71
<PAGE>

interest rate protection agreements or other interest hedging arrangements, so
long as the aggregate notional amount of all such other interest rate Hedging
Agreements to which the Borrower or any Subsidiary is a party that do not comply
with the requirements of clause (i) hereof do not at any time exceed
$100,000,000.

            SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.
(a) Neither Holdings nor the Borrower will, nor will they permit any Subsidiary
to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, except:

            (i) Holdings may declare and pay dividends with respect to its
      capital stock payable solely in additional shares of its common stock;

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

            (iii) (A) Holdings and the Borrower may make the Restricted Payments
      contemplated by and permitted under Section 6.04(a), and (B) Holdings may
      make Restricted Payments consisting of the issuance of the Company's Notes
      pursuant to the Stockholders' Agreement, so long as, in each instance
      under either of (A) or (B), above, each and every one of the Restricted
      Transaction Conditions shall have been satisfied immediately prior and
      after giving effect thereto;

            (iv) the Borrower may pay to Holdings on the Third Restatement
      Effective Date, a cash dividend in the amount required to redeem the
      Holdings Preferred Stock on such date and, thereafter, at such times and
      in such amounts as shall be necessary, after giving effect to the
      application by Holdings of any other cash resources available to it
      (including Permitted Investments), to permit Holdings to:

            (A) if at the time thereof and after giving effect thereto no
            Default has occurred and is continuing, pay taxes imposed upon it
            and liabilities incidental to its existence when due,

            (B) if at the time thereof and after giving effect thereto no
            Default has occurred and is continuing, pay directors' fees to its
            directors and actual operating expenses when due, provided that
            dividends paid to Holdings for the purpose of paying directors' fees
            and actual operating expenses shall not exceed $500,000 in any
            fiscal year,

            (C) make Restricted Payments to be made by Holdings that are
            permitted by clause (iii) above, and (v), below, and

            (D) expenditures to fund the development of certain tracking
            technology transferred to Holdings by the Borrower on or before the
            Third Restatement Effective Date so long as, on a cumulative basis
            during the period commencing on and after the Third Restatement
            Effective Date, the aggregate amount of all such expenditures do no
            exceed an amount equal to $4,000,000, minus the principal

                                       72
<PAGE>

            amount of all Indebtedness guaranteed by Holdings permitted by
            Section 6.04(m), above.

      so long as, in each instance under either of (C) and (D), above, each and
      every one of the Restricted Transaction Conditions shall have been
      satisfied immediately prior and after giving effect thereto; provided that
      any dividends permitted to be paid to Holdings shall not be paid prior to
      the date that Holdings will apply the proceeds of such dividends to the
      purposes for which such dividends are permitted; and

            (v) on and after December 31, 2005, Holdings may make Restricted
      Payments to purchase the Morgan Warrants, or stock issued pursuant
      thereto, pursuant to an obligation or right to do so under and pursuant to
      the Morgan Warrants Agreement, so long as (A) both of the Restricted
      Transaction Conditions shall have been satisfied immediately prior and
      after giving effect thereto and (B) the Leverage Ratio as of the end of
      the fiscal quarter most recently ended, adjusted to give effect to such
      purchase is not greater than the Restricted Transaction Leverage Ratio. By
      way of example and not limitation, if Section 6.12 requires that, as of
      the last day of the fiscal quarter ending immediately prior to the date of
      such purchase, the Leverage Ratio not exceed 6.75 to 1, the Restricted
      Transaction Leverage Ratio as of the date of such purchase would not be
      met by the Borrower unless, as of said last day of said immediately
      preceding fiscal quarter, the Leverage Ratio (adjusted to give effect to
      such purchase) is equal to or less than 6.25 to 1.

            (b) Neither Holdings nor the 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 cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Indebtedness,
except:

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

            (ii) payment of regularly scheduled interest and principal payments
      as and when due in respect of any Indebtedness;

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

            (iv) prepayment or any other repurchase, redemption or repayment of
      the June 2004 Notes to the extent permitted by Section 6.14, below.

            SECTION 6.09. Transactions with Affiliates. Neither Holdings nor the
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 from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) transactions in the ordinary course of business
that do not involve Holdings and are at prices and on terms and conditions not
less favorable to the Borrower or such Subsidiary than could be obtained on an
arm's-length

                                       73
<PAGE>

basis from unrelated third parties, (b) transactions between or among the
Borrower and the Subsidiary Loan Parties not involving any other Affiliate, (c)
any Restricted Payment permitted by Section 6.08, (d) director and employee
loans permitted by clause (h) of Section 6.04, (e) transactions between the
Borrower, Holdings or a Subsidiary and an Affiliate that is an employee of the
Borrower or such Subsidiary that (i) are in the nature of employment agreements
or otherwise related to such employee's employment or compensation and (ii) are
at prices and on terms and conditions not materially less favorable to the
Borrower, Holdings or such Subsidiary than are customarily obtained by other
similarly situated employees from their employers, and (f) the Distributorship
Agreement.

            SECTION 6.10. Restrictive Agreements. Neither Holdings nor the
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 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 Borrower or any other Subsidiary or
to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by law
or by any Loan Document, (ii) the foregoing shall not apply to restrictions and
conditions existing on the Third Restatement Effective Date identified on
Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment
or modification expanding the scope of, any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness, (v) clause (a) of the foregoing shall not apply to customary
provisions in leases restricting the assignment thereof.

            SECTION 6.11. Amendment of Material Documents. Neither Holdings nor
the Borrower will, nor will they permit any Subsidiary to (a) amend, modify or
waive any of its rights under its certificate of incorporation, by-laws or other
organizational documents; provided that the organizational documents of the Loan
Parties may be amended so long as (i) such amendment does not have a material
adverse effect on the interests of the Lenders under this Agreement and (ii) the
Administrative Agent and its counsel have received a copy of such proposed
amendment at least twenty (20) days prior to the proposed effective date
thereof, (b) amend, supplement or modify any of the terms or provisions
contained in the TRW Agreement or Stockholders' Agreement provided that the
Stockholders' Agreement may be amended so long as (i) such amendment does not
have a material adverse effect on the interests of the Lenders under this
Agreement and (ii) the Administrative Agent and its counsel have had an
opportunity to review such amendment, (c) amend, supplement or modify any of the
terms or provisions contained in the Distributorship Agreement, except for such
amendments, supplements and modifications that do not (individually or in the
aggregate) have a Material Adverse Effect, (d) terminate, amend or modify the
ESOP Plan and Trust Document except for

                                       74
<PAGE>

amendments required by law or which do not have a material adverse effect on the
cost of the ESOP to the Borrower or are required by the Internal Revenue Service
as a condition of obtaining a favorable determination letter, (e) terminate,
amend or modify the ESOP Loan Agreement, the ESOP Term Note or the ESOP Pledge
Agreement or (f) amend, modify or supplement any terms or provisions contained
in the June 2004 Note Documents, other than a supplement to add a guarantor
thereunder, so long as such Person is a guarantor under the Subsidiary Guarantee
Agreement.

            SECTION 6.12. Leverage Ratio. The Borrower will not permit the
Leverage Ratio as of the last day of any fiscal quarter ending during any of the
periods set forth below to be in excess of the ratio set forth opposite such
period:

<TABLE>
<CAPTION>
      Fiscal Quarter Ending                    Maximum Ratio
      ---------------------                    -------------
<S>                                            <C>
Third Restatement Effective Date
   through all of fiscal year 2005               7.50 to 1

All of fiscal year 2006                          6.75 to 1

All of fiscal year 2007                          6.25 to 1

All of fiscal year 2008
   and thereafter                                5.50 to 1.
</TABLE>

            SECTION 6.13 Fixed Charge Coverage Ratio. The Borrower will not
permit (a) the Fixed Charge Coverage Ratio for the fiscal quarter of the
Borrower ending on October 30, 2004 to be less than 1.10 to 1, (b) the Fixed
Charge Coverage Ratio for the period of two (2) consecutive fiscal quarters of
the Borrower ending January 28, 2005 to be less than 1.10 to 1, (c) the Fixed
Charge Coverage Ratio for the period of three (3) consecutive fiscal quarters of
the Borrower ending April 29, 2005 to be less than 1.10 to 1, or (d) the Fixed
Charge Coverage Ratio for any period of four (4) consecutive fiscal quarters of
the Borrower ending on or after July 29, 2005 to be less than 1.10 to 1.

            SECTION 6.14. Certain Actions under June 2004 Note Documents. The
Borrower will not (i) make any voluntary prepayment or optional prepayment of
any of the June 2004 Notes or make any other repurchase, redemption or repayment
of the June 2004 Notes prior to the stated maturity date thereof, as they
provide on the Third Restatement Effective Date, or (ii) purchase or otherwise
acquire any June 2004 Note, unless (A) both of the Restricted Transaction
Conditions shall have been satisfied immediately prior and after giving effect
thereto and (B) the Leverage Ratio as of the end of the fiscal quarter most
recently ended, adjusted to give effect to such prepayment, repurchase,
redemption or repayment, purchase or acquisition, is not greater than the
Restricted Transaction Leverage Ratio. By way of example and not limitation, if
Section 6.12 requires that, as of the last day of the fiscal quarter ending
immediately prior to the date of such prepayment, repurchase, redemption or
repayment, purchase or acquisition, the Leverage Ratio not exceed 6.75 to 1, the
Restricted Transaction Leverage Ratio as of the date of such prepayment,
repurchase, redemption or repayment, purchase or acquisition

                                       75
<PAGE>

would not be met by the Borrower unless, as of said last day of said immediately
preceding fiscal quarter, the Leverage Ratio (adjusted to give effect to such
prepayment, repurchase, redemption or repayment, purchase or acquisition) is
equal to or less than 6.25 to 1.

                                   ARTICLE VII

                                Events of Default

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

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

            (b) the Borrower shall fail to pay any interest on any Loan or any
      fee or any other amount (other than an amount referred to in clause (a) of
      this Article) payable under this Agreement 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 three Business Days;

            (c) any representation or warranty made or deemed made by or on
      behalf of Holdings, the 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 when made or deemed made;

            (d) Holdings or the 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 or the Borrower) or 5.11 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 Borrower (which notice will be given
      at the request of any Lender);

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

            (g) any event or condition occurs that results in any Material
      Indebtedness becoming due prior to its scheduled maturity or that enables
      or permits (with or without the giving of notice, the lapse of time or
      both) the holder or holders of any Material Indebtedness or any trustee or
      agent on its or their behalf to cause any Material Indebtedness to become
      due, or to require the prepayment, repurchase, redemption or

                                       76
<PAGE>

      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 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
      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 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 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 Borrower or any Subsidiary shall become unable,
      admit in writing its inability or fail generally to pay its debts as they
      become due;

            (k) one or more judgments for the payment of money in an aggregate
      amount in excess of $1,500,000 shall be rendered against Holdings, the
      Borrower, any Subsidiary or any combination thereof and the same shall
      remain undischarged for a period of 30 consecutive days during which
      execution shall not be effectively stayed, or any action shall be legally
      taken by a judgment creditor to attach or levy upon any assets of
      Holdings, the 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 liability of the
      Borrower and its Subsidiaries in an aggregate amount exceeding (i)
      $750,000 in any year or (ii) $1,500,000 for all periods;

            (m) any Lien 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, with the priority required by
      the applicable Security Document, 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

                                       77
<PAGE>

      failure to maintain possession of any stock certificates, promissory notes
      or other instruments delivered to it under the Pledge Agreement; or

            (n) a Change in Control shall occur;

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

                                  ARTICLE VIII

                            The Administrative Agent

            Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent (which term for purposes of this Article shall be
deemed to refer to the Administrative Agent and 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 such
bank and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with Holdings, the 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,

                                       78
<PAGE>

except discretionary rights and powers expressly contemplated 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 9.02), and (c)
except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to Holdings, the 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 9.02) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by Holdings, the Subsidiaries, the Borrower or a Lender,
and the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered 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.

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

            The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of 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 the
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the

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Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent that shall be a bank with an
office in either or both of Cleveland, Ohio and 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 hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

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

                                   ARTICLE IX

                                  Miscellaneous

            SECTION 9.01. 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 or the Borrower, to it at Argo-Tech Corporation,
      23555 Euclid Avenue, Cleveland, Ohio 44117-1795, Attention of Frances St
      Clair (Telecopy No. (216) 692-6331);

            (b) if to the Administrative Agent or the Collateral Agent, to
      National City Agent Services, 629 Euclid Avenue, 2nd Floor, Locator
      01-3028, Cleveland, Ohio, Attention of Scott Lankford (Telecopy No.(216)
      222-0103), with a copy to National City Bank, 1900 East Ninth Street,
      Locator 01-2083, Cleveland, Ohio 44114, Attention of Jennifer Simpson
      (Telecopy No. (216) 222-9396);

            (c) if to the Issuing Bank, to it at, as applicable,

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            (i)   National City Bank, International Division #7532, P.O. Box
                  5101, 23000 Millcreek Boulevard, Cleveland, Ohio 44122,
                  Attention of Patricia Bounds (Telecopy No. (216) 488-7550),
                  National City Bank, 1900 East Ninth Street, Locator 01-2083,
                  Cleveland, Ohio 44114, Attention of Jennifer Simpson (Telecopy
                  No. (216) 222-9396), or

            (ii)  JP Morgan Chase Bank, Standby Letter of Credit Department,
                  Global Trade Services, 10420 Highland Manor Dr., Tampa,
                  Florida 33610, Attention: Gina Thomas (Telecopy No. (813)
                  432-5161), with a copy to JPMorgan Chase Bank, 270 Park
                  Avenue, New York, New York 10017, Attention of Stephen Simon
                  (Telecopy No.(212) 270-5100);

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

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 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral 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, the Collateral 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 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 or the Collateral Agent, as applicable,
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 Revolving 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

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reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Revolving Commitment, without
the written consent of each Lender affected thereby, (iv) change Section 2.17(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 any of the
provisions of this Section or the definition of "Required Lenders" or any other
provision of any Loan Document specifying the number or percentage of Lenders
(or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be), (vi) release Holdings or any Subsidiary Loan Party from its Guarantee
under the Parent Guarantee Agreement or the Subsidiary Guarantee Agreement, as
applicable (except as expressly provided in the Parent Guarantee Agreement or
the Subsidiary Guarantee Agreement, as applicable), or limit its liability in
respect of such Guarantee, without the written consent of each Lender, (vii)
except in strict accordance with the express provisions thereof, release all or
any substantial part 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 Revolving
Commitments of each affected Class (in addition to any consents required under
the foregoing provisions of this Section); provided further that (A) no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Collateral Agent or the Issuing Bank without the prior
written consent of the Administrative Agent, the Collateral Agent or the Issuing
Bank, 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 Consolidated Term Loan Lenders), the
Consolidated Term Loan Lenders (but not the Revolving Lenders) may be effected
by an agreement or agreements in writing entered into by Holdings, the Borrower
and requisite percentage in interest of the affected Class of Lenders.

            SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Collateral Agent and their Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent and the Collateral Agent, in connection with the syndication of the credit
facilities provided for herein, 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 Collateral
Agent, the Issuing Bank or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent, the Collateral Agent,
the Issuing Bank or any Lender, in connection with the enforcement or protection
of its rights in connection with the Loan Documents,

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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) The Borrower shall indemnify the Administrative Agent, the
Collateral 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 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 Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses resulted from the gross negligence or willful misconduct of
such Indemnitee.

            (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent, the Collateral Agent or the
Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally
agrees to pay to the Administrative Agent, the Collateral Agent or the Issuing
Bank, 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 Collateral Agent or the
Issuing Bank 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 Consolidated Term Loans and unused Revolving
Commitments at the time.

            (d) To the extent permitted by applicable law, neither Holdings nor
the Borrower shall assert, and each hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit
or the use of the proceeds thereof.

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

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

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

            (A) the Borrower; provided that no consent of the Borrower shall be
      required for an assignment to a Lender, an Affiliate of a Lender, an
      Approved Fund (as defined below) or, if an Event of Default under
      paragraph (a), (b), (h) or (i) of Article VII has occurred and is
      continuing, any other assignee; and

            (B) the Administrative Agent; provided that no consent of the
      Administrative Agent shall be required for an assignment of any Revolving
      Commitment to an assignee that is a Lender with a Revolving Commitment
      immediately prior to giving effect to such assignment.

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

            (A) except in the case of an assignment to a Lender or an Affiliate
      of a Lender or an assignment of the entire remaining amount of the
      assigning Lender's Revolving Commitment or Loans of any Class, the amount
      of the Revolving 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 $3,000,000, unless each of
      the Borrower and the Administrative Agent otherwise consent; provided that
      no such consent of the Borrower shall be required if an Event of Default
      has occurred and is continuing;

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

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      this clause shall not be construed to prohibit the assignment of a
      proportionate part of all the assigning Lender's rights and obligations in
      respect of its Revolving Commitment or one Class of Loans;

            (C) 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;

            (D) the assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an Administrative Questionnaire; and

            (E) in the case of an assignment to a CLO (as defined below), the
      assigning Lender shall retain the sole right to approve any amendment,
      modification or waiver of any provision of this Agreement, provided that
      the Assignment and Acceptance between such Lender and such CLO may provide
      that such Lender will not, without the consent of such CLO, agree to any
      amendment, modification or waiver described in the first proviso to
      Section 9.02(b) that affects such CLO.

            For purposes of this Section 9.04(b), the terms "Approved Fund" and
"CLO" have the following meanings:

      "Approved Fund" means (a) a CLO and (b) with respect to any Lender that is
      a fund which invests in bank loans and similar extensions of credit, any
      other fund that invests in bank loans and similar extension of credit and
      is managed by the same investment advisor as such Lender or by an
      Affiliate of such investment advisor.

      "CLO" means 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.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and 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,
and the assigning Lender thereunder shall, to 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 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Acceptance

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delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Revolving 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 Borrower, the Administrative Agent, the Issuing Bank and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.

            (v) Upon its receipt of a duly completed Assignment and 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 Borrower, the
Administrative Agent or the Issuing Bank sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Revolving 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 Borrower, the Administrative Agent, the
Collateral 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 9.02(b) that affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.17(c) as though it were a Lender.

            (f) A Participant shall not be entitled to receive any greater
payment under Section 2.14 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.16 unless
the Borrower is

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notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.16(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 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 9.05. Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Revolving Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Revolving Commitments or the
termination of this Agreement or any provision hereof.

            SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Document and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their 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 9.07. 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

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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 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the 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)
that such Lender may have.

            SECTION 9.09. 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 Ohio.

            (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Court of Common Pleas of the State of Ohio sitting in
Cuyahoga County, Ohio and of the United States District Court of the Northern
District of Ohio, 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 such
action or proceeding may be heard and determined in such Ohio 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 Borrower or its
properties in the courts of any jurisdiction.

            (c) Each of Holdings and the 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 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

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            SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED 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 9.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

            SECTION 9.12. Confidentiality. Each of the Administrative Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by 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 any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, (g) with the consent of
the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than Holdings or the Borrower. For the
purposes of this Section, "Information" means all information received from
Holdings or the Borrower relating to Holdings or the Borrower or its business,
other than any such information that is available to the Administrative Agent,
the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by
Holdings or the Borrower; provided that, in the case of information received
from Holdings or the Borrower after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

                                       89
<PAGE>

            SECTION 9.13. Joint Lead Arrangers, et al. None of the Joint Lead
Arrangers, Joint Bookrunners, Syndication Agent or Documentation Agent shall
have any duties or obligations, in such capacities, under this Agreement.

            SECTION 9.14. 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 9.15. Existing Credit Agreement; Effectiveness of Amendment
and Restatement. Until this Agreement becomes effective in accordance with the
terms of this Agreement, the Existing Credit Agreement shall remain in full
force and effect and shall not be affected hereby. After the Third Restatement
Effective Date, all obligations of the Borrower under the Existing Credit
Agreement shall become obligations of the Borrower hereunder, guaranteed by the
Parent Guarantee Agreement and the Subsidiary Guarantee Agreements and secured
by the Security Documents, and the provisions of the Existing Credit Agreement
shall be superseded by the provisions hereof.

  [No additional provisions are on this page; the pages next following are the
                                signature pages.]

                                       90
<PAGE>

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

                                      AT HOLDINGS CORPORATION

                                        by
                                          _________________________________
                                          Name:  Michael S. Lipscomb
                                          Title: Chairman, President and
                                                 Chief Executive Officer

                                      ARGO-TECH CORPORATION

                                        by
                                          _________________________________
                                          Name:  Frances S. St.Clair
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                                      NATIONAL CITY BANK, as
                                      Administrative Agent, as Issuing Bank and
                                      as a Lender,

                                        by
                                          _________________________________
                                          Name:  Jennifer C. Simpson
                                          Title: Vice President

                                       91
<PAGE>

                                      JPMORGAN CHASE BANK, as
                                      Syndication Agent, Issuing Bank and as a
                                      Lender

                                        by
                                          _________________________________
                                          Name:
                                          Title:

                                       92
<PAGE>

                                      GENERAL ELECTRIC CAPITAL
                                      CORPORATION, as Co-Documentation
                                      Agent and as a Lender

                                        by
                                          _________________________________
                                          Name:
                                          Title:

                                       93
<PAGE>

                                      FIRSTMERIT BANK, N.A., as Co-
                                      Documentation Agent and as a Lender

                                        by
                                          _________________________________
                                          Name:
                                          Title:

                                       94