<PAGE>   1
                                                                   EXHIBIT 10.73


                             REMARKETING AGREEMENT


         This Remarketing Agreement made and entered into as of April 23, 1997
among LaSalle National Bank, a national banking corporation  (the "Remarketing
Agent"), The Industrial Development Board of the City of Demopolis, a public
corporation under the laws of Alabama (the "Issuer"), and McClain of Alabama,
Inc., a Michigan corporation ("Company").

         WITNESSETH:

         WHEREAS, the Issuer has authorized the issuance of its $5,225,000 The
Industrial Development Board of the City of Demopolis Industrial Development
Revenue Bonds, Series 1997 (McClain of Alabama, Inc. Project) (the "Bonds") to
finance the acquisition, construction and equipping of a manufacturing facility
that will be leased by the Issuer to the Company pursuant to the Lease
Agreement, dated as of April 1, 1997 by and between the Issuer and the Company
(the "Lease Agreement"); and

         WHEREAS, the Bonds are subject to purchase upon optional and mandatory
tender upon notice and delivery, pursuant to the provisions of the Trust
Indenture, dated as of April 1, 1997 (the "Indenture"), by and between the
Issuer and LaSalle National Bank, a national banking corporation as trustee
(the "Trustee"); and

         WHEREAS, LaSalle National Bank, as placement agent (the "Placement
Agent"), has agreed to arrange for the placement of the Bonds upon the initial
delivery thereof pursuant to the terms of a Placement Agency Agreement, dated
as of April 23, 1997 among the Placement Agent, the Company and the Issuer; and

         WHEREAS, the Company and the Issuer desire that the Remarketing Agent
provide a mechanism for remarketing the Bonds according to the terms and
subject to the conditions described herein and in the Indenture;

         NOW, THEREFORE, for and in consideration of the covenants herein made,
and subject to the conditions herein set forth, the parties agree as follows:

         1.      Definitions.  All capitalized terms not defined herein shall
have the meanings ascribed to them in the Indenture unless a different meaning
clearly appears from the context.

         2.      Appointment, Resignation and Removal of Remarketing Agent,
Responsibilities of Remarketing Agent.

                (a)     In reliance upon the representations and agreements but
         subject to the terms and conditions contained in the Indenture
         and in this Agreement, the Company and the  Issuer appoint the
         Remarketing Agent, and the Remarketing Agent accepts appointment, as
         exclusive Remarketing Agent in connection with the remarketing of the
         Bonds from time to

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         time in the secondary market subsequent to the initial offering, 
         issuance and delivery of the Bonds.


                (b)     The Indenture sets forth rights of, and duties and
         obligations imposed on, the Remarketing Agent in connection with the
         remarketing of the Bonds.  The parties hereto agree that the
         provisions of the Indenture relating to the Remarketing Agent shall be
         incorporated herein by reference and be made a part hereof as if fully
         set forth herein, and the Remarketing Agent accepts such duties and
         obligations imposed pursuant to the Indenture.

                (c)     The Remarketing Agent will keep such books and records
         as shall be consistent with prudent industry practice and will
         summarize (i) the principal amount of the Bonds, if any, remarketed by
         it pursuant to this Agreement and the Indenture, and (ii) the interest
         rate on the Bonds for each Variable Rate Period and Term Rate Period
         determined pursuant to and in accordance with the Indenture and
         deliver such summary on a monthly basis to the Company, the Issuer and
         Standard Federal Bank, as issuer of the Initial Letter of Credit (the
         "Credit Obligor").

                (d)     The Remarketing Agent may at any time resign and be
         discharged of the duties and obligations created hereby and by the
         Indenture by notifying the Issuer, the Trustee, the Tender Agent, if
         any, the Credit Obligor and the Company at least 30 days before the
         effective date of such resignation.  The Company, with the consent of
         the Credit Obligor and the Issuer, may remove the Remarketing Agent,
         and upon the removal or resignation of the Remarketing Agent may, with
         the consent of the Credit Obligor and the Issuer, appoint a successor
         by notifying the Remarketing Agent and the Trustee.  No removal or
         resignation shall be effective until a successor Remarketing Agent has
         delivered an acceptance of its appointment to the Trustee.  Any such
         successor Remarketing Agent, upon its appointment pursuant to the
         terms and conditions hereof, and those contained in the Indenture,
         shall succeed to and become vested with all the rights, powers,
         privileges and duties of the former Remarketing Agent. Notwithstanding
         the foregoing, the Remarketing Agent may resign and be discharged of
         its duties and obligations hereunder and under the Indenture by
         notifying the Issuer, the Trustee, the Tender Agent, if any, the
         Credit Obligor and the Company, and such resignation shall take
         immediate effect without the appointment of a successor Remarketing
         Agent, if an Event of Default has occurred and is continuing under the
         Indenture or the Company fails to pay the fees and expenses of the
         Remarketing Agent in the amounts and at the time provided in Section 6
         hereof.  Notwithstanding the foregoing, no termination shall affect
         the rights and obligations of the parties regarding Bonds with respect
         to which the Remarketing Agent is obligated to use its best efforts to
         remarket the Bonds pursuant to Section 3(d) hereof or which
         theretofore otherwise have been remarketed by the Remarketing Agent. 
           

                (e)     The Remarketing Agent's responsibilities hereunder will
         include (i) soliciting purchases of Bonds by institutional investors
         that customarily purchase tax-exempt securities in large denominations 
         at market rates, (ii) effecting and processing such purchases, (iii)

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         causing the distribution of any written disclosure materials,
         as shall have been approved and paid for by the Company, to
         prospective purchasers in connection with the remarketing of the
         Bonds, and (iv) performing such other related functions as may be
         requested by the Issuer and the Company and agreed to by the
         Remarketing Agent.  The Remarketing Agent will furnish copies of the
         foregoing disclosure materials to the Issuer, the Company and the
         Trustee upon their written request therefor.  The Remarketing Agent
         may purchase Bonds but shall be under no obligation to purchase Bonds
         remarketed pursuant to this Agreement.  Upon a repurchase of Bonds and
         prior to their remarketing, the Remarketing Agent will be entitled to
         all rights of a Bondholder.

                If, during and prior to such time as the Placement Memorandum,
         dated April 23, 1997,  relating to the Bonds (the "Placement
         Memorandum") (including the Preliminary Placement Memorandum
         circulated in connection with the placement of the Bonds) is used in
         connection with the placement of the Bonds, any event known to the
         Company relating to or affecting the Company, the Issuer, the Credit
         Obligor, or the Bonds shall occur, the result of which is that the
         Placement Memorandum would include a misstatement of a material fact,
         or would omit to state a material fact necessary in order to make the
         statements made therein, in light of the circumstances under which
         they were made, not misleading, the Company will promptly notify the
         Remarketing Agent in writing of the circumstances and details of such
         event.  The Company and the Issuer will cooperate with the Remarketing
         Agent in the preparation of any additional disclosure statement or
         marketing materials (a "Disclosure Statement") that the Remarketing
         Agent determines are necessary or desirable in connection with the
         remarketing of the Bonds or which the Remarketing Agent determines
         should be provided to owners of the Bonds.

                The Company and the Remarketing Agent acknowledge that certain
         remarketings of the Bonds may be subject to the requirements of Rule
         15c2-12 promulgated under the Securities Exchange Act of 1934, as
         amended ("Rule 15c2-12").  The Company agrees, in the event Rule
         15c2-12 is applicable to any remarketing of Bonds hereunder, to take
         such actions as are necessary at the time to enable the Remarketing
         Agent to comply with the provisions of Rule 15c2-12.  The Company
         shall furnish to the Issuer and the Remarketing Agent a Disclosure
         Statement at such times and in such quantities as are necessary to
         enable the Issuer and the Remarketing Agent to comply with Rule
         15c2-12, if applicable.

                If the Company fails to perform its obligations under this
         Section, the Remarketing Agent may immediately cease remarketing
         efforts.

                (f)     The Remarketing Agent agrees that, so long as this
         Agreement remains in effect, it will be available to consult with the
         Company and the Issuer on a timely basis with respect to the
         determination of the interest rate on the Bonds, all in the manner
         contemplated by the Indenture and with respect to all other matters
         relating to its responsibilities under this Agreement.  In addition,
         the Remarketing Agent will furnish the Issuer and the Company with
         information as to the prices at which such Bonds are placed, as the
         Issuer and the Company

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         may from time to time reasonably request.  The Remarketing
         Agent shall not be liable for any action taken or omitted to be taken
         pursuant to this Agreement, except for its own gross negligence or
         willful misconduct or that of its agents which have been so appointed
         in writing by the Remarketing Agent.

                (g)     The Remarketing Agent may, if it elects to do so in its
         sole discretion, purchase, as principal, any Bonds rendered to it, but
         it will not in any event be obligated to do so, and, if it purchases
         Bonds tendered to it, it will have the same rights under the Indenture
         as any other holder of such Bonds.

         3.      Representations, Warranties, Covenants and Agreements of the
Remarketing Agent.  The Remarketing Agent, by its acceptance hereof,
represents, warrants, covenants and agrees with the Issuer as follows:

                (a)     The Remarketing Agent has a capitalization of at least
         $15,000,000 as shown in its most recent published annual report.

                (b)     The Remarketing Agent is authorized by law to perform
         the duties imposed upon it by the Indenture and has full power and
         authority to take all actions required or permitted to be taken by the
         Remarketing Agent by or under, and to perform and observe the
         covenants and agreements on its part contained in this Agreement.

                (c)     The Remarketing Agent shall determine the interest rate
         of the Bonds, all in accordance with Article III of the Indenture.

                (d)     The Remarketing Agent shall use its best efforts to
         remarket or place the Bonds pursuant to the Indenture and this
         Agreement, unless there has occurred an Event of Default under the
         Indenture.

                (e)     The Remarketing Agent will not remarket any tendered
         Bonds if the Credit Obligor notifies the Remarketing Agent that the
         Letter of Credit or any Substitute Letter of Credit, if drawn upon,
         has not been reinstated to an amount equal to the principal amount of
         Bonds Outstanding together with at least 45 days' accrued interest
         thereon.

         4.      Representations, Warranties, Covenants and Agreements of the
Company.  The Company, by its acceptance hereof, represents, warrants,
covenants and agrees with the Remarketing Agent as follows:

                (a)     The Company has the requisite power and authority to
         take all actions required or permitted to be taken by the Company by
         or under, and to perform and observe the covenants and agreements on
         its part contained in, this Agreement and any other instrument or
         agreement relating thereto to which the Company is a party.


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<PAGE>   5



                (b)     The Company has, as of the date hereof, duly taken all
         action necessary to be taken by it prior to such date, for (i) the
         execution, delivery and performance of this Agreement and any other
         instrument or agreement to which the Company is a party and which has
         been or will be executed in connection with the transactions
         contemplated by the foregoing documents and (ii) the carrying out,
         giving effect to, consummation and performance of, the transactions
         and obligations contemplated hereby and by the Placement Memorandum.

                (c)     This Agreement and any other instrument or agreement to
         which the Company is a party and which has been or will be executed in
         connection with the consummation of the transactions contemplated by
         the foregoing documents, when executed and delivered by the parties
         hereto and thereto, constitutes or will constitute valid and binding
         obligations of the Company, enforceable against the Company in
         accordance with their respective terms, except as the enforcement
         thereof may be limited by bankruptcy, insolvency, reorganization,
         moratorium or other laws, judicial decisions or principles of equity
         relating to or affecting the enforcement of creditors' rights
         generally.

                (d)     The execution and delivery of this Agreement and any
         other instrument or agreement to which the Company is a party and
         which has been or will be executed in connection with the consummation
         of the transactions contemplated by the foregoing documents, the
         compliance with the terms, conditions or provisions hereof and
         thereof, and the consummation of the transactions herein and therein
         contemplated do not upon the date of execution and delivery hereof and
         thereof, and will not, (i) violate any law or any regulation, order,
         writ, injunction or decree of any court or governmental
         instrumentality applicable to the Company which violation would have a
         material adverse effect on the Company, except under the federal
         securities or state securities or blue sky laws in connection with the
         placement of the Bonds by the Placement Agent pursuant to the
         Placement Agency Agreement or the remarketing of the Bonds by the
         Remarketing Agent pursuant to this Agreement, or (ii) result in a
         breach of any of the terms, conditions or provisions of, or constitute
         default under, any mortgage, indenture, agreement or instrument to
         which the Company is a party or by which it or any of its property is
         bound.

                (e)     All authorizations, consents and approvals of, notices
         to, registrations or filings with, or actions in respect to any
         governmental body, agency or other instrumentality or court required
         in connection with the execution, delivery and performance by the
         Company of this Agreement and any other agreement or instrument to
         which the Company is a party and which has been or will be executed in
         connection with the consummation of the transactions contemplated by
         the foregoing documents, have been obtained, given or taken and are in
         full force and effect, except for such licenses, certificates,
         approvals, ordinances or permits which may be necessary for the use of
         the proceeds of the Bonds or described in the Placement Memorandum and
         for which the Company has applied or will apply and which it expects
         to receive and except as may be required under the state securities or
         blue sky laws in connection with the placement of the Bonds by the
         Placement Agent pursuant to the


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<PAGE>   6

         Placement Agency Agreement or the remarketing of the Bonds by the
         Remarketing Agent pursuant to this Agreement. 

                (f)     Except as disclosed by the Company to the Placement
         Agent and described in the Placement Memorandum or any supplement
         thereto delivered to the Remarketing Agent, there is no action, suit,
         investigation, proceeding, or arbitration, at law or in equity or
         before or by any foreign or domestic court or other governmental
         entity, pending or, to the knowledge of the Company, threatened
         against or affecting the Company wherein an unfavorable decision,
         ruling or finding could have a material adverse effect on the
         transactions contemplated by this Agreement or by the Placement
         Memorandum, or which would materially and adversely affect the
         validity or enforceability of or the authority or ability of the
         Company to perform its obligations under, this Agreement or any other
         agreement or instrument to which the Company is a party and which is
         used or contemplated for use in consummation of the transactions
         contemplated by this Agreement or the Placement Memorandum.

                (g)     The Company is not in default under any indenture or
         other agreement or instrument governing outstanding indebtedness to
         which the Company is a party or by which it is bound, which default
         would have a material adverse effect on the transactions contemplated
         by this Agreement or by the Placement Memorandum, nor has any event
         occurred which with notice or the passage of time or both would
         constitute such a default under any such document.

                (h)     The Company will cooperate with the Remarketing Agent
         in the qualification of the Bonds for placement and the determination
         of the eligibility of the Bonds for investment under the laws of such
         jurisdictions as the Remarketing Agent shall designate and will use
         its best efforts to continue any such qualification in effect so long
         as required for the distribution of the Bonds by the Remarketing
         Agent, provided that the Company shall not be required to qualify to
         do business in any jurisdiction where it is not so qualified or to
         take any action which would subject it to general service of process
         in any jurisdiction where it is not now so subject.

                (i)     The Company has no knowledge or reason to believe that
         any information relating to the Company contained in the Placement
         Memorandum, contains any untrue statement of a material fact or omits
         to state a material fact necessary in order to make the statements
         made therein, in the light of the circumstances under which they are
         made, not misleading.

                (j)     The Company shall, consistent with the terms of the
         Indenture, if the Remarketing Agent deems it advisable as a means of
         facilitating its performance under this Agreement, cooperate with the
         Issuer and the Remarketing Agent in connection with maintaining the
         rating of the Bonds from Standard & Poor's.

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         5.      Conditions of the Remarketing Agent's Obligations. The
obligations of the Remarketing Agent under this Agreement have been undertaken
in reliance on, and shall be subject to, the due performance by the Company of
its obligations and agreements to be performed hereunder and to the accuracy of
and compliance with the respective representations, warranties, covenants and
agreements of the Company contained herein, in each case on and as of the date
of delivery of this Agreement and on and as of each date on which Bonds are to
be placed pursuant to this Agreement.  The obligations of the Remarketing Agent
to remarket the Bonds pursuant to this Agreement are also subject, in the
discretion of the Remarketing Agent, to the following further conditions:

                (a)     The Letter of Credit or any Substitute Letter of
         Credit, covering the aggregate  principal amount of originally issued
         Bonds Outstanding and at least 45 days' accrued interest thereon
         calculated at an interest rate of 12% based on a 365/366 day year,
         shall be in full force and effect and shall not have been amended,
         modified or supplemented in any way which would materially and
         adversely affect the Bonds and there shall be in full force and effect
         such additional resolutions, agreements, certificates (including such
         certificates as may be required by regulations of the Internal Revenue
         Service in order to establish the tax-exempt character of interest on
         the Bonds) and opinions as shall be reasonably necessary to effect the
         transactions contemplated by this Agreement, which resolutions,
         agreements, certificates and opinions, at the request of the
         Remarketing Agent, shall be satisfactory in form and substance to the
         Remarketing Agent;

                (b)     The representations, warranties, covenants and
         agreements of the Company made herein and in the Placement Agency
         Agreement and of the Issuer made in the Placement Agency Agreement
         shall be true and correct in all material respects;

                (c)     The Company shall have complied with the second and
         third paragraphs of Section 2(e) hereof required in connection with
         any remarketing of the Bonds; and

                (d)     No Event of Default (as such term is defined in the
         Indenture) shall have occurred and be continuing and no event shall
         have occurred and be continuing which, with the passage of time or
         giving of notice or both, would constitute such an Event of Default.

         6.      Payment of Fees and Expenses.  In consideration for the
services to be performed by the Remarketing Agent under this Agreement, the
Company shall pay to the Remarketing Agent:

                (a)     a fee (the "Remarketing Fee") which is determined as
         follows: the principal amount of the Bonds Outstanding as of the later
         of the Closing Date or on each January 1 following the Closing Date
         (each, a "Calculation Date") multiplied by 0.125% and the result
         thereof is multiplied by a fraction the numerator of which is the
         number of actual days elapsed since the Closing Date or the most
         recent Calculation Date, whichever is later, and the current
         Calculation Date and the denominator is 365 days.  The Remarketing
         Fee, as determined on the Closing Date or a subsequent Calculation
         Date, shall be payable in advance to the Remarketing Agent on the
         Closing Date and each subsequent Calculation Date thereafter; and

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         (b) with respect to all other Bonds, a remarketing fee which
         will be agreed upon by the Remarketing Agent and the Company at the
         time of remarketing of such Bonds.  The Remarketing Agent will not be
         entitled to such compensation for any period after this Agreement is
         terminated except for a pro rata portion of the fee in respect of the
         year in which such termination occurs.  The Company shall pay to the
         Remarketing Agent on demand all reasonable costs, expenses and
         attorney's fees incurred by the Remarketing Agent in connection with
         actions initiated by the Remarketing Agent to enforce this Agreement
         in which the Remarketing Agent prevails. The Company shall make all
         such payments directly to the person or entity to whom or to which
         they are due.

         7.      Indemnification.

                (a) The Company shall indemnify and hold harmless the
         Remarketing Agent and the Issuer and their directors, officers,
         members, employees, agents and each person, if any, who controls the
         Remarketing Agent or the Issuer, respectively, within the meaning of
         Section 15 of the Securities Act of 1933, as amended (the "Securities
         Act") (such persons being herein sometimes collectively referred to as
         the "Indemnified Persons" and individually, an "Indemnified Person"),
         from any losses, claims, damages or liabilities to which any
         Indemnified Person may become subject insofar as such losses, claims,
         damages or liabilities (or actions in respect thereof) arise out of,
         or are based upon (i) an allegation or determination that the Bonds or
         the obligations of the Company under the Lease Agreement or the
         Reimbursement Agreement or the obligations of the Credit Obligor under
         the Letter of Credit or any Substitute Letter of Credit should have
         been registered under the Securities Act or the Indenture should have
         been qualified under the Trust Indenture Act of 1939, as amended;
         provided, however, that the provisions of this subsection (i) shall
         not be applicable to the Remarketing Agent or any related Indemnified
         Person if the Remarketing Agent is also the Placement Agent, (ii) any
         untrue statement or alleged untrue statement of a material fact
         relating to the Company contained in the Placement Memorandum or any
         Disclosure Statement provided pursuant to Section 2(e) hereof or any
         amendment or supplement thereto or the omission or alleged omission to
         state therein a material fact necessary to make the statements therein
         not misleading, and will reimburse each Indemnified Person for any
         legal or other expenses reasonably incurred by such Indemnified Person
         in investigating, defending or preparing to defend any such action or
         claim. The indemnity agreement in this paragraph shall be in addition
         to any liability which the Company may otherwise have to any
         Indemnified Person.

                (b)     Promptly after receipt by an Indemnified Person under
         paragraph (a) of this Section of notice of the commencement of any
         action, such Indemnified Person shall, if a claim in respect thereof
         is to be made against the Company under such paragraph, notify the
         Company in writing of the commencement thereof.  In case any such
         action shall be brought against any Indemnified Person, and such
         Indemnified Person shall notify the Company of the commencement
         thereof, the Company shall be entitled to participate in and, to the
         extent that it wishes, to assume the defense thereof, with counsel
         satisfactory to such Indemnified Person,

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<PAGE>   9

         and after notice from the Company to such Indemnified Person of
         its election so to assume the defense thereof, the Company shall not
         be liable to such Indemnified Person under such paragraph for any
         legal or other expenses subsequently incurred by such Indemnified
         Person in connection with the defense thereof other than reasonable
         costs of any investigation; provided, however, that if the named
         parties to any such action (including any impleaded parties) include
         both the Remarketing Agent (or its partners, officers, employees or
         agents or any person so controlling the Remarketing Agent) and the
         Company, and the Remarketing Agent (or such partners, officers,
         employees or agents or such person so controlling the Remarketing
         Agent) shall have reasonably concluded that there may be one or more
         legal defenses available to it which are different from or additional
         to those available to the Company, the Remarketing Agent (or such
         partners, officers, employees or agents or such person so controlling
         the Remarketing Agent) shall have the right to select, separate
         counsel to assume such legal defenses and to otherwise participate in
         the defense of such action on behalf of the Remarketing Agent (or such
         partners, officers, employees or agents or such person so controlling
         the Remarketing Agent); provided further, however, that the Company
         shall not, in connection with any one such action, or separate but
         substantially similar or related actions arising out of the same
         general allegations or circumstances, be liable for the fees and
         expenses of more than one separate firm of attorneys at any point in
         time for the Remarketing Agent and partners, officers, employees and
         agents and all persons so controlling the Remarketing Agent.

                (c)     The Company shall not be liable for any settlement of
         any such action effected without its consent by any Indemnified
         Person, but if settled with the consent of the Company or if there be
         a final judgment for the plaintiff in any such action against the
         Company or any Indemnified Person, with or without the consent of the
         Company, the Company shall indemnify and hold harmless such
         Indemnified Person to the extent provided in this Agreement.

                (d)     The Remarketing Agent shall indemnify and hold harmless
         the Company and the directors, officers, employees, agents and each
         person, if any, who controls the Company within the meaning of Section
         15 of the Securities Act (such persons being herein sometimes
         collectively referred to as the "Company Indemnified Persons" and
         individually, a "Company Indemnified Person"), from any losses,
         claims, damages or liabilities to which any Company Indemnified Person
         may become subject insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of, or are based
         upon any untrue statement or alleged untrue statement of a material
         fact contained in the Placement Memorandum or any Disclosure Statement
         provided pursuant to Section 2(e) hereof or any amendment or
         supplement thereto or the omission or alleged omission to state
         therein a material fact necessary to make the statements therein not
         misleading, but in each case only to the extent that such untrue or
         misleading statement or alleged untrue or misleading statement or
         omission or alleged omission was made in the Placement Memorandum or
         such Disclosure Statement or in such amendment or supplement thereto
         in reliance upon and in conformity with information furnished to the
         Company in writing by the Remarketing Agent.  The

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<PAGE>   10

         Remarketing Agent shall reimburse each Company Indemnified
         Person for any legal or other expenses reasonably incurred by such
         Company Indemnified Person in investigating, defending, or preparing
         to defend any such action or claim.  The indemnity agreement in this
         paragraph shall be in addition to any liability which the Remarketing
         Agent may otherwise have to any Company Indemnified Person.

                (e)     Promptly after receipt by a Company Indemnified Person
         under paragraph (d) of this Section of notice of the commencement of
         any action, such Company Indemnified Person shall, if a claim for
         indemnification in respect thereof is to be made against the
         Remarketing Agent under this paragraph, notify the Remarketing Agent
         of the commencement thereof, and the Remarketing Agent shall promptly
         assume the defense thereof, including the employment of legal counsel
         reasonably satisfactory to the Company, the payment of all expenses,
         and the right to negotiate and consent to settlement.  If the
         Remarketing Agent assumes the defense of such claim, the Remarketing
         Agent shall not be liable to any Company Indemnified Person under such
         paragraph for any legal or other expense subsequently incurred by such
         Company Indemnified Person in connection with the defense thereof;
         provided, however, that if the named parties to any such action
         (including any impleaded parties) include both any Company Indemnified
         Person and the Remarketing Agent, and the Company Indemnified Person
         shall have reasonably concluded, based upon the advice of legal
         counsel, that there may be one or more legal defenses available to it
         which are different from or additional to those available to the
         Remarketing Agent, and that as a result thereof such counsel has
         advised such Company Indemnified Person that employment of the same
         legal counsel may involve a conflict of interest, the Company
         Indemnified Person shall have the right to select separate counsel to
         assume such legal defense and to otherwise participate in the defense
         of such action on behalf of the Company Indemnified Person; provided
         further, however, that the Remarketing Agent shall not, in connection
         with any one such action, or separate but substantially similar or
         related actions arising out of the same general allegations or
         circumstances, be liable for the fees and expenses of more than one
         separate firm of attorneys at any point in time for the Company and
         other Company Indemnified Persons.

                (f)     The Remarketing Agent shall not be liable for any
         settlement of any such action effected without its consent by any
         Company Indemnified Person, but if settled with the consent of the
         Remarketing Agent or if there is a final judgment for the plaintiff in
         any such action against any Company Indemnified Person, with or
         without the consent of the Remarketing Agent, the Remarketing Agent
         shall indemnify and hold harmless such Company Indemnified Person to
         the extent provided in this Agreement.

                (g)     The indemnity agreements contained in this Section 7
         shall remain in full force and effect, regardless of any investigation
         made by or on behalf of the Remarketing Agent and the Company, and
         shall survive the termination or cancellation of this Agreement.


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         8.      Nature of the Remarketing Agent's Obligations.  Without
limiting the foregoing, the Remarketing Agent is expressly authorized and
directed to honor its obligations under and in compliance with the terms of
this Agreement without regard to, and without any duty on its part to inquire
into, the existence of any disputes or controversies between the Company, the
Trustee, the Credit Obligor or any other person or the respective rights,
duties or liabilities of any of them, or whether the facts or occurrences
represented in any of the documents presented under this Agreement are true and
correct.  Furthermore, the Company fully understands and agrees that the
Remarketing Agent's sole obligation to the Company shall be limited to honoring
its obligations under and in compliance with the terms of this Agreement.

         9.      Intention of Parties.  It is the express intention of the
parties hereto that neither the determination of any interest rate on the Bonds
nor any placement, tender or transfer of any Bond, as herein provided, shall
constitute or be construed to be the extinguishment of any Bond or the
indebtedness represented thereby or the reissuance of any Bonds.

         10.     Registration of Letter of Credit.  If the blue sky or
securities laws of any state or other jurisdiction requires the registration or
qualification of the Letter of Credit or any Substitute Letter of Credit, the
Remarketing Agent shall not offer or place any Bonds in or into such state or
other jurisdiction.

         11.     Miscellaneous. (a) Except as otherwise specifically provided
in this Agreement, all notices, demands and formal actions under this Agreement
shall be in writing and mailed or delivered by courier or facsimile
transmission to:


         The Remarketing Agent:
                 LaSalle National Bank
                 181 West Madison Street, Suite 3203
                 Chicago, Illinois 60602-4510
                 Attention: Capital Markets Group
                 Telephone: (312) 904-7047
                 Facsimile number: (312) 904-8167




                                    -11-
<PAGE>   12




         The Company:
                 McClain Industries, Inc.
                 6200 Elmridge Road
                 Sterling Heights, MI 48310
                 P.O. Box 180913
                 Utica, MI 48318
                 Attention: Mr. Carl Jaworski
                 Telephone: (810) 264-3611
                 Facsimile number: (810) 264-7191

         The Issuer:
                 The Industrial Development Board of the City of Demopolis
                 City Hall
                 Demopolis, Alabama 36732
                 Attention:
                 Telephone:
                 Telecopier:

         Each of the above-named addressees may by notice given under this
Agreement, designate other addresses to which subsequent notices, requests,
reports or other communications shall be directed.

                (b)     This Agreement will inure to the benefit of and be
         binding upon the Remarketing Agent and the Company and their
         respective successors and assigns.  The terms "successors" and
         assigns" shall not include any purchaser of any of the Bonds merely
         because of such purchase.

                (c)     All of the representations, warranties and covenants of
         the Company, the Issuer and the Remarketing Agent in this Agreement
         shall remain operative and in full force and effect, regardless of (i)
         any investigation made by or on behalf of the Remarketing Agent, the
         Issuer or the Company or (ii) delivery of and any payment for any
         Bonds.

                (d)     Section headings have been inserted in this Agreement
         as a matter of convenience for reference only, and such section
         headings are not a part of this Agreement and will not be used in the
         interpretation of any provisions of this Agreement.

                (e)     This Agreement shall be governed exclusively by and
         construed in accordance with the internal laws of the State of
         Illinois applicable to contracts to be wholly performed therein.

                (f)     This Agreement may be executed by the parties hereto in
         separate counterparts, each of which when so executed and delivered
         shall be an original, and such counterparts shall together constitute
         but one and the same instrument.



                                    -12-
<PAGE>   13

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


                                  McCLAIN OF ALABAMA, INC.
                                  
                                  
                                  By:  ???                                 
                                     ------------------------------------------
                                  
                                  Title:  Secretary                        
                                        ---------------------------------------
                                  
                                  
                                  
                                  LASALLE NATIONAL BANK,
                                  as Remarketing Agent
                                  
                                  
                                  By: Thomas Boland                        
                                     ------------------------------------------
                                  
                                  Title: Vice President                    
                                        ---------------------------------------
                                  
                                  
                                  
                                  THE INDUSTRIAL DEVELOPMENT 
                                  BOARD OF THE CITY OF DEMOPOLIS
                                  
                                  
                                  By: John E. Northcutt (?)
                                     ------------------------------------------
                                  
                                  Title:  Chairman of the Board of Directors
                                                                            




                                     -13-