Common use of Independence of Covenants Clause in Contracts

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement CREDIT AGREEMENT, dated as of March 30, 1998, among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 129154 Section 11.7 Survival of Banks Annex II - Bank Addresses Annex III - Representations, Warranties and Agreements 129154 Section 11.8 No Waiver; Remedies Cumulative 129154 Section 11.9 Marshalling; Payments Set Aside 129154 Section 11.10 Severability 129155 Section 11.11 Obligations Several; Independent Nature of Lenders’ Rights 129155 Section 11.12 Headings 130155 Section 11.13 Applicable Laws 130155 Section 11.14 WAIVER OF JURY TRIAL 130156 Section 11.15 Confidentiality 131156 Section 11.16 Usury Savings Clause 131157 Section 11.17 Counterparts; Integration; Effectiveness 132157 Section 11.18 No Advisory of Fiduciary Relationship 132157 Section 11.19 Electronic Execution of Assignments and Other Documents 133158 Section 11.20 USA PATRIOT Act 133158 Section 11.21 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 133158 Section 11.22 Existing Agreement relating to U.K. Swingline Loans 133159 Section 11.23 Acknowledgement Regarding Any Supported QFCs 134159 Appendix A Lenders, Commitments and Revolving Commitment Percentages Appendix B Notice Information Schedule 1.08(b6.1 Organization; Requisite Power and Authority; Qualification Schedule 6.2 Capital Stock and Ownership Schedule 6.10(b) - Calculation Real Estate Assets Schedule 6.14 Name, Jurisdiction and Tax Identification Numbers of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Borrower and its Subsidiaries Schedule 5.19 - Securities 6.24 Unencumbered Properties Schedule 5.20 - 8.1 Existing Indebtedness Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of 8.2 Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of 8.6 Existing Guarantees and Letters of Credit Investments Exhibit A-1 - 2.1 Form of A Funding Notice Exhibit 2.3 Form of Issuance Notice Exhibit 2.5-1 Form of Revolving Loan Note Exhibit 2.5-2 Form of Swingline Note Exhibit 2.5-3 Form of Term Note Exhibit A-2 - 2.8 Form of B Term Note Conversion/Continuation Notice Exhibit A-3 - 3.3 Forms of U.S. Tax Compliance Certificates (Forms 1 – 4) Exhibit 7.17.2(ca)-1 Form of Acquisition Term Note Compliance Certificate Exhibit B-1 - 7.12 Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Guarantor Joinder Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - 11.5 Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 30September 24, 19982021, as amended _______, 2023 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among MMH HOLDINGSDOC DR, LLC (as successor to PHYSICIANS REALTY L.P.), a DelawareMaryland limited partnershipliability company (the “Borrower”), DOC DR HOLDCO, LLC (as successor to PHYSICIANS REALTY TRUST), a Maryland real estate investment trustlimited liability company (the “Parent”), as GuarantorHEALTHPEAK PROPERTIES, INC., a Delaware Maryland corporation ("Holdings"“Healthpeak”), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLINGand HEALTHPEAK OP, LLC, a Delaware Maryland limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"“Healthpeak OP”), as syndication Guarantors, the Lenders from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "“Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 106 Section 13.20 Confidentiality......................................................................106 Section 13.21 WAIVER OF JURY TRIAL.................................................................107 Section 13.22 Approvals and Consent................................................................107 Section 13.23 Service of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation Process...................................................................108 Section 13.24 Reaffirmation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Supply Agreement....................................................108 Section 13.25 Amendment and Restatement of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule the Original Credit Agreement...........................108 Section 13.26 Assignments of Collective Bargaining Agreements Schedule 5.21(a) - Schedule Original Loans........................................................108 Section 13.27 No Requirement of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary Assumption or Payment of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Another Person's Debt.................................................................................108 INDEX TO EXHIBITS Exhibit A-1 A - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Assignment and Acceptance Exhibit B-1 - Form of Revolving Tranche A Note Exhibit B-2 - Form of U.S. Swingline Tranche B Note Exhibit B-3 - Form of U.K. Swingline Tranche C Note Exhibit B-4 C - Form of Canadian Swingline Note Exhibit C-1 - Form Notice of Opinion of AkinBorrowings, GumpConversions, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Continuations and Prepayments Exhibit D - Form of Mortgage Compliance Certificate Exhibit E-1 E - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Permitted Third-Party Expenses Borrowing Base Certificate Exhibit M Report INDEX TO SCHEDULES Schedule 1.1(a) - Form of Officers' Certificate Regarding Environmental Review Exhibit N Permitted Holders Schedule 1.1(b) - Form of Officers' Solvency Certificate Exhibit O Certain Permitted Liens Schedule 1.1(c) - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P Service Area (Basic Trading Areas) Schedule 7.4 - Form of Section 3.04 Certificate Exhibit Q Permits, Franchises and Authorizations required by Governmental Requirements or issued by Governmental Authorities Schedule 7.5 - Form of Intercreditor Agreement Intellectual Property Schedule 7.6 - Litigation, Etc. Schedule 7.7 - Real Property Schedule 7.10 - Existing Debt Schedule 7.13 - Plans Schedule 7.15 - Subsidiaries; Capitalization Schedule 7.22 - Material Contracts Schedule 7.23 - Bank Accounts Schedule 7.26 - Employee Matters Schedule 7.27 - Insurance Schedule 8.15 - Year 2000 Compliance Schedule 9.5 - Certain Investments Schedule 10.1 - Total Debt to Total Capitalization Schedule 10.2 - Total Debt to Annualized EBITDA Schedule 10.3 - Annualized EBITDA Schedule 10.4 - Fixed Charge Coverage Schedule 10.5 - Capital Expenditures Schedule 10.6 - Quarterly Minimum Revenue Levels Schedule 10.7 - Wireless Subscribers CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 30February 8, 19982000, is by and among MMH ALAMOSA PCS, INC. (the "Borrower"), a Delaware corporation, ALAMOSA PCS HOLDINGS, INC., a Delaware corporation . ("Holdings"), XXXXXX MATERIAL HANDLINGa Delaware corporation, INC.TEXAS TELECOMMUNICATIONS, LP ("Alamosa Texas"), a Delaware corporation Texas limited partnership, ALAMOSA WISCONSIN LIMITED PARTNERSHIP ("Alamosa Wisconsin"), a Wisconsin limited partnership, each of the "Company"lending entities which is a party hereto (as evidenced by the signature pages of this Agreement) or which may from time to time become a party hereto as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company lender or any successor or assignee thereof ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (eachindividually, a "BankLender" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLenders"), and NORTEL NETWORKS INC., a Delaware corporation, as syndication administrative agent for itself and the Banks other Lenders (in such capacity, together with its successors in such capacity, the "Syndication Administrative Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17140 SECTION 12.14. Currency Indemnity.........................................187 Annex I - List Judgment Currency...................................................................................... 140 SECTION 12.15. Tax Matters Disclosure................................................................................. 140 SECTION 12.16. Forum Selection and Consent to Jurisdiction............................................................ 141 SECTION 12.17. Waiver of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bJury Trial................................................................................... 142 -vii- TABLE OF CONTENTS (continued) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit EXHIBITS EXHIBIT A-1 - Form of A Term U.S. Revolving Note Exhibit EXHIBIT A-2 - Form of B Term Canadian Revolving Note Exhibit EXHIBIT A-3 - Form of Acquisition U.S. Swing Line Note EXHIBIT A-4 - Form of Canadian Swing Line Note EXHIBIT A-5 - Form of U.S. Term Loan Note Exhibit EXHIBIT A-6 - Form of Canadian Term Loan Note EXHIBIT A-7 - Form of Acceptance Note EXHIBIT B-1 - Form of Revolving Note Exhibit U.S. Borrowing Request EXHIBIT B-2 - Form of U.S. Swingline Note Exhibit Canadian Borrowing Request EXHIBIT B-3 - Form of U.K. Swingline Note Exhibit U.S. Issuance Request EXHIBIT B-4 - Form of Canadian Swingline Note Exhibit Issuance Request EXHIBIT C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit U.S. Continuation/Conversion Notice EXHIBIT C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit Canadian Continuation/Conversion Notice EXHIBIT D - Form of Mortgage Exhibit E-1 Amendment Effective Date Certificate EXHIBIT E - Form of Holdings Guarantee Exhibit E-2 Compliance Certificate EXHIBIT F-1 - Form of U.S. Subsidiary Guarantee Exhibit E-3 Guaranty EXHIBIT F-2 - Form of Canadian Guarantee Exhibit F-1 Subsidiary Guaranty EXHIBIT G-1 - Form of Holdings Pledge Agreement EXHIBIT G-2 - Form of U.S. Borrower Security and Pledge Agreement Exhibit G-1 EXHIBIT G-3 - Form of U.K. U.S. Subsidiary Security Document and Guarantee Exhibit G-2 Pledge Agreement EXHIBIT G-4 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 Debenture EXHIBIT G-5 - Form of Canadian Securities Pledge Agreement Exhibit H-2 EXHIBIT H - Form of Mexican Stock Pledge Agreement Exhibit H-3 Perfection Certificate EXHIBIT I - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit Solvency Certificate EXHIBIT J - Form of Notice of Borrowing Exhibit Interco Subordination Agreement EXHIBIT K - Form of Notice of Continuation/Conversion Exhibit L Lender Assignment Agreement SCHEDULES SCHEDULE I - Form of Borrowing Base Certificate Exhibit M Disclosure Schedule SCHEDULE II - Form of Officers' Certificate Regarding Environmental Review Exhibit N Lender Percentages SCHEDULE III - Form of Officers' Solvency Certificate Exhibit O Addresses for Notices and Domestic Offices SCHEDULE IV - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Original Mortgages AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 30August 29, 19982003, among MMH HOLDINGSis made by and among, ASSOCIATED MATERIALS INCORPORATED, a corporation organized and existing under the laws of Delaware ("AMI" or the "U.S. Borrower"), GENTEK BUILDING PRODUCTS LIMITED, an corporation organized and existing under the laws of Ontario, Canada ("Gentek" or the "Canadian Borrower" and, together with the U.S. Borrower, each a "Borrower" and collectively the "Borrowers"), ASSOCIATED MATERIALS HOLDINGS INC., a corporation organized and existing under the laws of Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., the various financial institutions and other Persons from time to time parties hereto which extend a Delaware corporation Commitment to the U.S. Borrower (the "CompanyU.S. Lenders") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the lending various financial institutions listed in Annex I and other Persons from time to time parties hereto which extend a Commitment to the Canadian Borrower (each, a the "BankCanadian Lenders" and, collectivelytogether with the U.S. Lenders, the "BanksLenders") ), UBS AG, STAMFORD BRANCH, as administrative agent for the U.S. Lenders under the U.S. Facility (in such capacity, the "U.S. Administrative Agent"), UBS AG, STAMFORD BRANCH, as administrative agent for the Canadian Term Loan Lenders under the Canadian Facility (in such capacity, the "Canadian Term Administrative Agent"), CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent for the Canadian Revolving Loan Lenders under the Canadian Facility (in such capacity, the "Canadian Revolving Administrative Agent" and, together with the U.S. Administrative Agent and the New York branch of CREDIT AGRICOLE INDOSUEZ (Canadian Term Administrative Agent, the "IndosuezAdministrative Agents"), CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A.CIBC WORLD MARKETS CORP., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC")UBS SECURITIES LLC and CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as administrative agent and as collateral agent for the Banks joint lead arrangers (in such capacitiescapacity, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "AgentsJoint Lead Arrangers"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity100 Section 13.21 Confidentiality...............................................100 Section 13.22 Waiver Of Jury Trial..........................................101 Section 13.23 Approvals and Consent.........................................187 Annex I - List 101 Section 13.24 Service of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Process............................................101 INDEX TO EXHIBITS Exhibit A-1 A - Form of A Term Note Assignment and Acceptance Exhibit A-2 B - Form of B Term Note Borrowing Base Report Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 C-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Term Note Exhibit D - Form of Mortgage Notice of Borrowings, Conversions, Continuations and Prepayments Exhibit E-1 E - Form of Holdings Guarantee Exhibit E-2 Compliance Certificate INDEX TO SCHEDULES Schedule 1.1(a) - Form of U.S. Subsidiary Guarantee Exhibit E-3 Certain Permitted Holders Schedule 1.1(b) - Form of Canadian Guarantee Exhibit F-1 Certain Permitted Liens Schedule 7.4 - Form of U.S. Security Agreement Exhibit G-1 Permits, Franchises and Authorizations required by Governmental Requirements or issued by Governmental Authorities Schedule 7.5 - Form of U.K. Security Document and Guarantee Exhibit G-2 Intellectual Property Schedule 7.6 - Form of Canadian Security Agreement Exhibit G-3 Litigation, Etc. Schedule 7.7 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 Real Property Schedule 7.10 - Form of Canadian Securities Pledge Agreement Exhibit H-2 Existing Debt Schedule 7.13 - Form of Mexican Stock Pledge Agreement Exhibit H-3 Plans Schedule 7.15 - Form of U.K. Deed of Pledge Exhibit I-1 Loan Parties Schedule 7.22 - Form of Notice of Assignment Exhibit I-2 Material Contracts Schedule 7.23 - Form of Assignment and Assumption Agreement Exhibit J Bank Accounts Schedule 7.26 - Form of Notice of Borrowing Exhibit K Employee Matters Schedule 7.27 - Form of Notice of Continuation/Conversion Exhibit L Insurance Schedule 7.29 - Form of Borrowing Base Certificate Exhibit M Capitalization Schedule 8.13 - Form of Officers' Certificate Regarding Environmental Review Exhibit N Year 2000 Compliance Schedule 9.5 - Form of Officers' Solvency Certificate Exhibit O Certain Investments Schedule 9.13 - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Management Fees CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of March June 30, 19981999, is by and among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLINGOAO TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (the "Company") as a U.S. Borrower), MATERIAL HANDLINGO.A.O. SYSTEMS, LLCINC., an Illinois corporation ("OAO Systems"), OAO SERVICES, INC., a Delaware limited liability company District of Columbia corporation ("Material HandlingOAO Services") as ), OAO CANADA LIMITED, a U.S. Borrowercompany organized under the law of New Brunswick, XXXXXX MATERIAL HANDLINGCanada ("OAO Canada"), CANADIAN RESOURCE MANAGEMENT, LTD., a company organized under the laws of England and Wales British Columbia, Canada ("MHE-U.K.Canadian Resource Management") as the U.K. Borrower), MONDEL ULCCANADIAN NETWORK RESOURCES, an unlimited liability LTD., a company organized under the laws of Nova Scotia New Brunswick, Canada ("MondelCanadian Network Resources"), ENTERPRISE TECHNOLOGY GROUP, INC., a Delaware corporation ("Enterprise Technology"), OAO HEALTHCARE SOLUTIONS, INC., a California corporation ("OAO Healthcare Solutions"), and OAO/ICOR UK LTD., a United Kingdom corporation ("OAO/ICOR UK") (the Company, OAO Systems, OAO Services, OAO Canada, Canadian Resource Management, Canadian Network Resources, Enterprise Technology, OAO Healthcare Solutions and OAO/ICOR UK are each a "Borrower" and together the "Borrowers"), each of the lending entities which is a party hereto (as evidenced by the signature pages of this Agreement) or which may from time to time become a party hereto as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia lender or any successor or assignee thereof ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (eachindividually, a "BankLender" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLenders"), and NATIONSBANK, N.A., a national banking association, as syndication agent Administrative Agent for itself and the Banks other Lenders (in such capacity, together with its successors in such capacity, the "Syndication Administrative Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.1784 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws.........84 Section 10.14. Headings Descriptive; Entire Agreement...........................84 Section 10.15. References to Existing Loan Agreement............................84 -v- 7 SCHEDULES --------- SCHEDULE 1 Commitments SCHEDULE 1.01 Pricing Schedule SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bSubsidiaries SCHEDULE 5.01(a) - Calculation Lack of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Qualification SCHEDULE 5.02 Authorization SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 7.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 7.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of SCHEDULE 7.06 Existing Guarantees Investments SCHEDULE 7.07 Permitted Sale and Letters of Credit Exhibit A-1 - Form of Leaseback Transactions SCHEDULE 10.01 Notice Information EXHIBITS -------- EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Credit Note Exhibit B-2 EXHIBIT B - Form of U.S. Swingline Note Exhibit B-3 EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 - Form Letter of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J Credit Application EXHIBIT D-1 - Form of Notice of Borrowing Exhibit K EXHIBIT D-2 - Form of Notice of ContinuationConversion/Conversion Exhibit L Continuation EXHIBIT D-3 - Form of Borrowing Base Certificate Exhibit M Notice of Outstanding Loans EXHIBIT E-1 - Form of Officers' Certificate Regarding Environmental Review Exhibit N Guaranty Agreement EXHIBIT E-2 - Form of Officers' Solvency Certificate Exhibit O Borrower Pledge and Security Agreement EXHIBIT E-3 - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P Subsidiary Pledge and Security Agreement EXHIBIT F - Form of Section 3.04 Closing Certificate Exhibit Q EXHIBIT G-1 - Form of Intercreditor Opinion of Honxxxxx Xxlxxx Xxhxxxxx xxd Cohx XXP EXHIBIT G-2 - Form of Opinion of Folxx & Lardner EXHIBIT G-3 - Form of Opinion of Kilxxxxxxx Xxxxxxxx XXP EXHIBIT G-4 - Form of Opinion of Mayxx, Xroxx & Plaxx XXHIBIT G-5 - Form of Opinion of Local Real Estate Counsel EXHIBIT H - Form of Assignment and Acceptance EXHIBIT I - Form of Compliance Certificate EXHIBIT J - Form of Mortgage EXHIBIT K - Form of Control Agreement $300,000,000 CONFORMED FIVE YEAR CREDIT AGREEMENTAGREEMENT THIS $300,000,000 CONFORMED FIVE YEAR CREDIT AGREEMENT made and entered into as of November 5, 1999 as amended through the Fourth Amendment dated as of March 30July 17, 19982001, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware Georgia corporation (the "CompanyBorrower") as a U.S. Borrower), MATERIAL HANDLING, LLCTHE BANK OF NOVA SCOTIA, a Delaware limited liability company Canadian chartered bank ("Material HandlingScotia Capital") as a U.S. Borrower), XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borroweracting through its Atlanta Agency, the other banks and lending institutions listed in Annex I on the signature pages hereof, and any assignees of Scotia Capital, or such other banks and lending institutions which become "Lenders" as provided herein (eachScotia Capital, a "Bank" andand such other banks, collectivelylending institutions, and assignees referred to collectively herein as the "BanksLenders") ), Scotia Capital in its capacities as administrative agent and collateral agent for the New York branch of CREDIT AGRICOLE INDOSUEZ Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Administrative Agent"), BANK ONE, MICHIGAN, as Syndication Agent, SUNTRUST BANK ("IndosuezSunTrust"), as syndication agent for Documentation Agent, COMERICA BANK, as Managing Agent, and THE BANK OF NEW YORK, HARXXX XXUST AND SAVINGS BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (the Banks (in such capacityAdministrative Agent, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the Managing Agent and the Co-Agents are herein referred to individually as an "Agent" and collectively as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17No Advisory or Fiduciary Relationship. Currency Indemnity.........................................187 Annex * Schedules Schedule I - List of Banks Annex Applicable Margin and Applicable Percentage Schedule II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Commitment Amounts Schedule 1.08(b1.1 Combined Material Adverse Effect Schedule 2.12(c) - Calculation of MLA Cost Permitted Equity Issuances Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i4.3(a) - List of Mortgaged Real Property Subsidiaries Schedule 5.04 4.3(b) - Capitalization Schedule 4.6(a) - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a4.7(b) - Material Contracts Schedule of Existing Debt 4.10 - Investigations and Audits Schedule 5.21(b4.13(a) - Prior Liens Real Estate Schedule 5.22 4.14 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) 7.1 - Joint Venture Commitments Outstanding Indebtedness Schedule 7.18(viii) 7.2 - Existing Liens Schedule of 7.4 - Existing Guarantees and Letters of Credit Investments Schedule 7.9 - Sale/Leaseback Transactions Exhibit A-1 A - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Assignment and Acceptance Exhibit B-1 - Form of Revolving Note Reaffirmation and Amendment of Loan Documents Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form Reaffirmation and Amendment of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note English Security Documents Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Revolving Credit Note Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Amended and Restated Revolving Credit Note Exhibit D - Form of Mortgage Amended and Restated Swingline Note Exhibit E-1 E - Form of Holdings Guarantee Term Loan Note Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 2.3 - Form of Notice of Assignment Revolving Borrowing Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J 2.4 - Form of Notice of Swingline Borrowing Exhibit K 2.5 - Form of Notice of Continuation/Conversion Term Loan Borrowing Exhibit L 2.7 - Form of Borrowing Base Certificate Notice of Conversion/Continuation Exhibit M 3.1(b)(v) - Form of Officers' Secretary's Certificate Regarding Environmental Review Exhibit N 3.1(b)(vii) - Form of Officers' Officer's Certificate (Loan Documents) Exhibit 3.1(b)(viii) - Form of Officer's Certificate (Merger Documents) Exhibit 3.2(c)(i) - Form of Solvency Certificate Exhibit O 3.2(c)(iii) - Form of Officers' Delayed Draw Officer's Certificate Regarding Satisfaction of Conditions Precedent Exhibit P 5.1(d) - Form of Section 3.04 Compliance Certificate Exhibit Q - Form of Intercreditor Agreement THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated AGREEMENT (this "Agreement") is made and entered into as of March 30November 1, 19982011, by and among MMH XXXXXXX U.S. HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware Florida corporation (the "CompanyBorrower") as a U.S. Borrower), MATERIAL HANDLING, LLC, a Delaware limited liability company the several banks and other financial institutions and lenders from time to time party hereto (the "Material HandlingLenders") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower), and KAVERIT STEEL AND CRANE ULCSUNTRUST BANK, an unlimited liability company organized under in its capacity as administrative agent for the laws of Nova Scotia Lenders ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezAdministrative Agent"), as syndication agent for the Banks issuing bank (in such capacity, the "Syndication AgentIssuing Bank") and as swingline lender (the "Swingline Lender"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.1788 Section 11.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws............ 88 Section 11.14. Headings Descriptive; Entire Agreement.............................. 89 Section 11.15. Disclosure of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Confidential Information.............................. 89 Section 11.16. Interest............................................................ 90 Section 11.17 Limitation on Damages............................................... 91 SCHEDULES Schedule 1.08(b) - Calculation 1.01(a). Applicable Margin and Facility Fee Schedule 1.01(b). Restricted Subsidiaries Schedule 6.1. Organization and Ownership of MLA Cost Subsidiaries Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - 6.5. Certain Pending and Threatened Litigation Schedule 5.06 - Governmental Approvals 6.8(a). Environmental Compliance Schedule 5.13 - Tax Returns 6.8(b). Environmental Notices Schedule 5.15 - 6.8(c). Environmental Permits Schedule 6.11. Burdensome Restrictions Schedule 6.13. Subsidiaries Schedule 5.19 - Securities 6.15 ERISA Matters Schedule 5.20 - 6.16. Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.17. Ownership of Collective Bargaining Agreements Properties Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior 6.18. Indebtedness; Liens Schedule 5.22 - Environmental 6.20. Labor Matters Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit 6.21. Dividend Restrictions EXHIBITS Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Credit Note Exhibit B-2 - B Form of U.S. Swingline Swing Line Note Exhibit B-3 - C Form of U.K. Swingline Note Compliance Certificate Exhibit B-4 - D Form of Canadian Swingline Note Notice of Revolving Borrowing Exhibit C-1 - E Form of Notice of Swing Line Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Closing Certificate Exhibit H-1 Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Corporate Counsel Exhibit C-2 - H-2 Form of Opinion of Linklater King & Paines Spalding Exhibit C-3(a) - I Form of Opinion of XxXxxxxx Xxxxxxxx Assignment and Acceptance Agreement Exhibit C-3(b) - J Form of Opinion of Patterson, Palmer, Hunt, Murphy Contribution Agreement Exhibit C-4 - K Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - L Form of Canadian Guarantee Joinder Agreement Exhibit F-1 - M Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - N Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment Termination Letter CREDIT AGREEMENT THIS CREDIT AGREEMENT made and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement CREDIT AGREEMENT, dated entered into as of March June 30, 19982000, by and among MMH HOLDINGS, INC.ROCK-TENN COMPANY, a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware Georgia corporation (the "CompanyBorrower") as a U.S. Borrower), MATERIAL HANDLING, LLCSUNTRUST BANK, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company banking corporation organized under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") ), the other banks and financial institutions listed on the signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the U.K. Borrower"Lenders"), MONDEL ULCSUNTRUST BANK, an unlimited liability company organized under in its capacity as administrative agent for the laws of Nova Scotia Lenders ("Mondel") together with any successor agent for such Lenders as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectivelymay be appointed from time to time pursuant to Article 10. hereof, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezAgent"), BANK OF AMERICA, N.A., as syndication agent for the Banks Syndication Agent (in such capacity, the "Syndication Agent"), BANKBOSTON) and WACHOVIA BANK, N.A., as documentation agent for the Banks Documentation Agent (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;

Independence of Covenants. 187 11.1788 Section 10.13. Currency Indemnity.........................................187 Annex I - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Change in Accounting Principles, Fiscal Year or Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Laws.......................................... 88 Section 10.14. Intent Not To Violate Usury Laws.................. 89 Section 10.15. Headings Descriptive; Entire Agreement............ 89 EXHIBITS -------- Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 B - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Swing Line Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Parent Guaranty Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Subsidiary Guaranty Exhibit D - Form of Mortgage Contribution Agreement Exhibit E-1 E - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Security Agreement Exhibit F-1 - Form of U.S. Pledge and Security Agreement Exhibit G-1 F-2 - Form of U.K. Parent Pledge and Security Document and Guarantee Agreement Exhibit G-2 G - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Closing Certificate Exhibit H-1 - Form of Canadian Securities Pledge Agreement Borrower's Counsel Opinion Exhibit H-2 - Form of Mexican Stock Pledge Agreement Tennessee's Counsel Opinion Exhibit H-3 I - Form of U.K. Deed of Pledge Compliance Certificate Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 J - Form of Assignment and Assumption Acceptance Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice Trademark Security Agreement SCHEDULES --------- Schedule 4.01 - UCC Search Locations Schedule 5.01 - Subsidiaries Schedule 5.05 - Litigation Schedule 5.08(a) - Environmental Claims Schedule 5.08(b) - Environmental Notices Schedule 5.10 - Defaults Schedule 5.11 - Burdensome Restrictions Schedule 5.12 - Taxes Schedule 5.13 - Material Subsidiaries Schedule 5.15 - Employee Benefit Matters Schedule 5.16 - Patent, Trademark, License, and Other Intellectual Property Matters Schedule 5.17 - Ownership of Continuation/Conversion Exhibit L Properties Schedule 5.20 - Form of Borrowing Base Certificate Exhibit M Labor and Employment Matters Schedule 5.21 - Form of Officers' Certificate Regarding Environmental Review Exhibit N Dividend Restrictions Schedule 7.01 - Form of Officers' Solvency Certificate Exhibit O Existing Indebtedness Schedule 7.02 - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Existing Liens CREDIT AGREEMENT, dated AGREEMENT ---------------- THIS CREDIT AGREEMENT made and entered into as of March 30September 26, 19981997, by and among MMH HOLDINGS, INCTKC ACQUISITION CORP., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware Tennessee corporation (the "CompanyAcquisition ----------- Sub") as a U.S. Borrower, MATERIAL HANDLING, LLCto be merged with and into THE XXXXXXX COMPANY, a Delaware limited liability company Tennessee corporation --- (the surviving corporation hereinafter referred to as the "Material HandlingBorrower") as a U.S. Borrower), XXXXXX MATERIAL HANDLINGSUNTRUST -------- BANK, LTD.ATLANTA, a company banking corporation organized under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the other banks and lending institutions listed in Annex I on the -------- signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as provided herein (eachSunTrust, a "Bank" andand such other banks, collectivelylending institutions, and assignees referred to collectively herein as the "BanksLenders"), SUNTRUST BANK, ATLANTA, in its capacity as agent for ------- the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Agent") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez")UNION BANK OF ----- SWITZERLAND, NEW YORK BRANCH, in its capacity as syndication agent for the Banks such Lenders (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.; ----------- -----

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 144 Section 11.08 Notices.......................................................144 Section 11.09 Survival of Banks Annex II - Bank Addresses Annex III - Agreement relating Warranties and Agreements.........................144 Section 11.10 Marshalling; Recourse to U.K. Swingline Loans Schedule 1.08(b) - Calculation Security; Payments Set Aside.........144 Section 11.11 Severability..................................................144 Section 11.12 Governing Law.................................................144 Section 11.13 Successors and Assigns........................................144 Section 11.14 Consent to Jurisdiction and Service of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Process................145 Section 11.15 Counterparts; Effectiveness; Inconsistencies..................145 Section 11.16 Construction..................................................146 Section 11.17 Entire Agreement..............................................146 Section 11.18 Process Agent.................................................146 Section 11.19 Judgment Currency.............................................146 EXHIBITS AND SCHEDULES EXHIBITS Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - "A" Form of Assignment and Assumption Acceptance Agreement Exhibit J - "B" Form of Notice Letters of Borrowing Credit Reimbursement Agreement Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - "C" Form of Borrowing Base Certificate Exhibit M - "D" Form of Officers' Certificate Regarding Environmental Review Exhibit N - Notice of Borrowing and Form of Officers' Solvency Canadian Bankers Acceptance Notice Exhibit "E" Form of Notice of Conversion/Continuation Exhibit "F" Form of Officer's Certificate Exhibit O - "G" Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Amended and Restated Revolving Credit Loan Note and Form of Section 3.04 Certificate Amended and Restated Canadian Revolving Credit Loan Note Exhibit Q - "H" Form of Intercreditor Swap Agreement Exhibit "I" Form of Term Loan #1 Note and Form of Canadian Term Loan Note Exhibit "J" Form of Term Loan #2 Note Exhibit "K" Form of Opinion Letter SCHEDULES Schedule 1.01-A List of Leased Properties Schedule 1.01-B Customary Permitted Liens Schedule 1.01-C Eurodollar Affiliates Schedule 1.01-D Permitted Encumbrances Schedule 2.01 List of Subsidiaries and/or Affiliates who may Borrow and/or Have Letters of Credit Issued for their Account Schedule 2.01 (vi) Schedule of Existing Letters of Credit Schedule 2.05 (ii) Letter of Credit Fees Schedule 4.01 (iii) Ownership of Capital Stock Schedule 4.01 (vii) Pending or Threatened Litigation Schedule 4.01 (xv) Environmental Matters Schedule 4.01 (xvi) ERISA Schedule 4.01 (xx) Joint Venture/Partnership Schedule 4.01 (xxi) Insurance Policies, Programs and Claims Schedule 4.01 (xxv) List of Undisclosed Liabilities Schedule 4.01 (xxvii) Labor Matters Schedule 4.01 (xxix) Locations of Books and Records Schedule 4.01 (xxx) Business Names Schedule 4.01 (xxxi) Location of Collateral Schedule 6.05 Schedule of Insurance Policies and Programs Schedule 7.01(iii) Permitted Existing Debt Schedule 7.03 Existing Loans, Advances, Investments Schedule 7.11(i) Existing Guaranties AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTLOAN AND TERM LOAN AGREEMENT THIS AMENDED AND RESTATED REVOLVING CREDIT LOAN AND TERM LOAN AGREEMENT (hereinafter as it may be from time to time amended, dated modified, extended, refinanced, renewed and/or supplemented referred to as this "Loan Agreement"), is made this 20th day of March 30October, 1998, by and among MMH HOLDINGSDRS TECHNOLOGIES, INC., a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having its principal office located at 0 Xxxxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as "HoldingsDRS"), XXXXXX MATERIAL HANDLINGAND DRS TECHNOLOGIES CANADA, INC., a Delaware corporation (the "Company") as a U.S. Borrowerduly organized, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized validly existing and in good standing under the laws of England the State of Delaware, having its principal office located at 0 Xxxxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as "DRS Canada Inc."), AND DRS TECHNOLOGIES CANADA COMPANY, a Nova Scotia company, having its principal office and Wales chief executive office located at 000 Xxxxx Xxxx, Xxxxxx, Xxxxxxx X0X 0X0 (hereinafter referred to as "MHE-U.K.DRS Flight Safety") as the U.K. Borrower), MONDEL ULCAND DRS EO, an unlimited liability company organized INC., a corporation duly organized, validly existing and in good standing under the laws of Nova Scotia the State of Delaware, having its principal office located at 0000 Xxxx Xx Xxxxxxx Xxxx., Xx Xxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as "MondelDRS EO") as ), AND DRS FPA, L.P., a Canadian Borrowerlimited partnership duly organized, validly existing and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized in good standing under the laws of Nova Scotia the State of Delaware, having its principal office located at 00000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxx, Xxxxx 00000 (hereinafter referred to as "KaveritDRS FPA, L.P." and hereinafter DRS, DRS Canada Inc., DRS Flight Safety, DRS EO and DRS FPA L.P. shall be collectively referred to as the ") Co-Borrowers" and sometimes individually referred to as a Canadian "Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), AND MELLON BANK, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, having an office located at Mellon Bank Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, in its capacity as syndication a lender hereunder (hereinafter sometimes referred to individually as "Mellon US" and/or as a "Lender"), AND MELLON BANK CANADA, one of the chartered banks of Canada, duly organized and validly existing under the laws of Canada, having an office located at Royal Trust Tower, 32nd Floor, Toronto Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0, in its capacity as a lender hereunder as well as a holder of certain security provided for herein (hereinafter sometimes referred to as "Mellon Canada" and/or as a "Lender"), AND OTHER FINANCIAL INSTITUTIONS, that are either signatories to this Loan Agreement or who from time to time may hereafter become a lender under the Loan Agreement pursuant to Section 11.8 hereof (hereinafter together with Mellon US and Mellon Canada, collectively referred to as the "Lenders" and individually referred to as a "Lender"), AND MELLON BANK, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, having an office located at Mellon Bank Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, in its capacity as the agent for the Banks Lenders hereunder (in such capacity, hereinafter referred to as the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined said definition is more fully described in Section 9 are used herein as so defined1.01 hereof).

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - 100 Section 13.17 Limitation of Liability.............................101 Section 13.18 Entire Agreement....................................101 Section 13.19 Construction........................................101 SCHEDULE 1.1(A) Pro Rata Shares of Lenders SCHEDULE 1.1(B) List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bLoan Parties SCHEDULE 4.1 Initial Unencumbered Pool Properties SCHEDULE 6.1(a)(xii) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Indebtedness to be Retired Prior to Closing SCHEDULE 7.1(b) Ownership Structure SCHEDULE 7.1(f) List of Properties SCHEDULE 7.1(g) Existing Indebtedness SCHEDULE 7.1(h) Material Contracts SCHEDULE 7.1(i) Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Acceptance Agreement Exhibit J - EXHIBIT B Form of Unencumbered Pool Certificate EXHIBIT C Form of Guaranty EXHIBIT D-1 Form of Notice of Borrowing Exhibit K - EXHIBIT D-2 Form of Notice of Continuation/Conversion Exhibit L - Swingline Borrowing EXHIBIT E Form of Borrowing Base Certificate Exhibit M - Notice of Continuation EXHIBIT F Form of Officers' Certificate Regarding Environmental Review Exhibit N - Notice of Conversion EXHIBIT G-1 Form of Officers' Revolving Note EXHIBIT G-2 Form of Swingline Note EXHIBIT G-3 Form of Bid Rate Note EXHIBIT H Form of Opinion of Counsel EXHIBIT I Form of Compliance Certificate EXHIBIT J Form of Designation Agreement EXHIBIT K-1 Form of Bid Rate Quote Request EXHIBIT K-2 Form of Bid Rate Quote EXHIBIT K-3 Form of Bid Rate Quote Acceptance EXHIBIT L Form of Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement CREDIT AGREEMENT, AGREEMENT THIS CREDIT AGREEMENT (the "Agreement") dated as of March 30February 7, 1998, 2003 by and among MMH HOLDINGSEQUITY ONE, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England the State of Maryland (the "Borrower"), each of the financial institutions initially a signatory hereto together with their assignees under Section 13.6(d) (the "Lenders"), COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES, KEYBANK NATIONAL ASSOCIATION, and Wales SOUTHTRUST BANK, as Documentation Agents (each a "Documentation Agent"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("MHE-U.K.Wells Fargo") as coxxxxxtual representative of the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under Lenders to xxx extent and in the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed manner provided in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks Article XII (in such capacity, the "Syndication Administrative Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent ) and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedSole Lead Arranger.

Independence of Covenants. 187 11.1781 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws..............81 Section 10.14. Headings Descriptive; Entire Agreement................................81 SCHEDULES SCHEDULE 1 Commitments SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bSubsidiaries SCHEDULE 5.01(a) - Calculation Lack of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Qualification SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1999 SCHEDULE 7.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 7.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of SCHEDULE 7.06 Existing Guarantees Investments SCHEDULE 7.07 Permitted Sale and Letters of Credit Exhibit A-1 - Form of Leaseback Transactions SCHEDULE 10.01 Notice Information EXHIBITS EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Credit Note Exhibit B-2 EXHIBIT B - Form of U.S. Swingline Note Exhibit B-3 EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 - Form Letter of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J Credit Application EXHIBIT D-1 - Form of Notice of Borrowing Exhibit K EXHIBIT D-2 - Form of Notice of ContinuationConversion/Conversion Exhibit L Continuation EXHIBIT E - Form of Borrowing Base Certificate Exhibit M Guaranty Agreement EXHIBIT F - Form of Officers' Closing Certificate Regarding Environmental Review Exhibit N EXHIBIT G-1 - Form of Officers' Solvency Certificate Exhibit O Opinion of Dickxxxxx Xxxgxx XXXC EXHIBIT G-2 - Form of Officers' Certificate Regarding Satisfaction Opinion of Conditions Precedent Exhibit P Kilpxxxxxx Xxxxxxxx XXX EXHIBIT G-3 - Form of Section 3.04 Certificate Exhibit Q Opinion of Mayex, Xxowx & Xlatx XXXIBIT H - Form of Intercreditor Agreement Assignment and Acceptance EXHIBIT I - Form of Compliance Certificate FIVE-YEAR CREDIT AGREEMENT, dated AGREEMENT THIS FIVE-YEAR CREDIT AGREEMENT made and entered into as of March 30November 5, 19981999, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware Georgia corporation ("HoldingsIntermet"), XXXXXX MATERIAL HANDLING, INC.THE BANK OF NOVA SCOTIA, a Delaware corporation Canadian chartered bank ("Scotiabank"), acting through its Atlanta Agency, the other banks and lending institutions listed on the signature pages hereof, and any assignees of Scotiabank, or such other banks and lending institutions which become "Lenders" as provided herein (Scotiabank, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), Scotiabank, in its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "BanksAdministrative Agent") and the New York branch of CREDIT AGRICOLE INDOSUEZ BANK ONE, MICHIGAN, as Syndication Agent, SUNTRUST BANK, ATLANTA ("IndosuezSunTrust"), as syndication agent for Documentation Agent, COMERICA BANK, as Managing Agent, and THE BANK OF NEW YORK, HARRXX XXXST AND SAVINGS BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (the Banks (in such capacityAdministrative Agent, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the Managing Agent and the Co-Agents are herein referred to individually as an "Agent" and collectively as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 83 Section 11.14 Change in Accounting Principles, Fiscal Year or Tax Laws ........ 83 Section 11.15 Headings Descriptive; Entire Agreement .......................... 84 Section 11.16 Time is of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline the Essence .......................................... 84 Section 11.17 Usury ........................................................... 84 Section 11.18 Construction .................................................... 84 Schedule 6.1 Organization and Ownership of Subsidiaries Schedule 6.4 Tax Filings and Payments Schedule 6.5 Pending and Threatened Litigation Schedule 6.7 Capitalized Lease Obligations Schedule 6.11 Employee Benefit Matters Schedule 6.13 Outstanding Debt Defaults, Refinanced Indebtedness Schedule 6.14 Conflicting Agreements Schedule 6.15(a) Environmental Compliance Schedule 6.15(b) Environmental Notices Schedule 6.15(c) Environmental Permits Schedule 6.15(d) Equal Employment and Employee Safety Schedule 6.17 Intellectual Property Matters Schedule 6.21 Labor and Employment Matters Schedule 6.22 Intercompany Loans Schedule 1.08(b6.23 Restrictions Schedule 6.26 Places of Business Schedule 6.30 Stock Redemption Schedule 6.32 Investments Schedule 6.33 Real Estate Schedule 6.34 Leases Schedule 8.1 (b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Permitted Debt Schedule 5.21(b) - Prior 8.2 Permitted Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit 9.11 Inside Shareholders EXHIBITS Exhibit A-1 - A Form of A Term Note Assignment and Acceptance Exhibit A-2 - B Form of B Term Note Subsidiary Guaranty Agreement Exhibit A-3 - C Form of Acquisition Term Note Contribution Agreement Exhibit B-1 - D International Group Exhibit E Form of Revolving Credit Note Exhibit B-2 - F Form of U.S. Swingline Note Security Agreement Exhibit B-3 - G Form of U.K. Swingline Note Supplement to Security Agreement Exhibit B-4 - H Form of Canadian Swingline Note Request for Extension of Termination Date Exhibit C-1 - I Form of Closing Certificate Exhibit J Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Borrower's Counsel Exhibit C-2 - K Form of Opinion of Linklater & Paines Joinder Exhibit C-3(a) - L Form of Opinion of XxXxxxxx Xxxxxxxx Supplement to Subsidiary Guaranty Agreement Exhibit C-3(b) - M Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Supplement to Contribution Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - N Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Leases SENIOR SECURED REVOLVING CREDIT AGREEMENT THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of March 30April 6, 1998, 1998 (the "Agreement"). by and among MMH HOLDINGS, INCABLE TELCOM HOLDING CORP., a Delaware corporation Florida corporation, ("HoldingsBorrower"), XXXXXX MATERIAL HANDLINGSUNTRUST BANK, INC.SOUTH FLORIDA, NATIONAL ASSOCIATION, a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company national banking association ("Material HandlingSTSF" or ") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Administrative Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE AMERICA, FSB ("CIBCBAFSB" or "), Syndication Agent") (STSF and BAFSB are sometimes collectively referred to as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative AgentLenders" and, together with individually, a "Lender"; the Syndication Agent and the Documentation Agent, Administrative Agent are sometimes collectively referred to as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17143 12.16. Currency Indemnity.........................................187 Annex I REINSTATEMENT..............................................143 Schedule A - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b4.01(j) - Calculation of MLA Cost Financial Statements Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i4.01(l) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a4.01(m) - Restrictions on Borrower's Ability to Grant Liens Schedule of Existing Debt 4.01(p) - Required Consents Schedule 5.21(b) 4.03 - Designated Acquisitions Schedule 5.10A - Prior Liens Schedule 5.22 5.10B - Required Filings and Recordings Schedule 5.13 - Subsidiaries Schedule 5.16 - Real Property Owned and Leased Schedule 5.17 - Capital Stock Schedule 5.20 - Indebtedness Schedule 5.21 - Environmental Exceptions Schedule 6.01(i) 5.23 - Summary of Corporate Insurance Policies Schedule 7.06(j) 12.03 - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Bank Addresses EXHIBITS Exhibit A-1 1.03-1 - Form of A Term Note Notice of Revolving Loan Borrowing Exhibit A-2 1.03-2 - Form of B Notice of Acquisition Loan Borrowing Exhibit 1.05(a)(i) - Form of Term A Note Exhibit A-3 1.05(a)(ii) - Form of Term B Note Exhibit 1.05(a)(iii) - Form of Revolving Note Exhibit 1.05(a)(iv) - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a4.01(b) - Form of Opinion of XxXxxxxx Xxxxxxxx Officer's Certificate Exhibit C-3(b) 4.03(b)(iii)-1 - Form of Opinion of Patterson, Palmer, Hunt, Murphy Officer's Certificate -- Designated Acquisitions Exhibit C-4 4.03(b)(iii)-2 - Form of Local Counsel Opinions Officer's Certificate - Unspecified Permitted Acquisitions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L 6.01(m) - Form of Borrowing Base Certificate Exhibit M 10A - Form of Officers' Certificate Regarding Environmental Review Security Agreement Exhibit N 10B - Form of Officers' Solvency Certificate Subsidiary Guarantee Exhibit O 10C - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Trademark Security Agreement Exhibit P 12.04(c) - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Assignment Agreement CSN, INC. COLOR SPOT NURSERIES, INC. AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This Amended and Restated Credit Agreement is dated as of March 30February 20, 19981997, and amends and restates, in its entirety, the Credit Agreement dated as of December 31, 1996 (the "ORIGINAL CREDIT AGREEMENT"), among MMH HOLDINGSColor Spot Nurseries, INC.Inc., a Delaware corporation corporation, f/k/a Color Spot Watsonville, Inc. (the "HoldingsBORROWER"), XXXXXX MATERIAL HANDLINGCSN, INC.Inc., a Delaware corporation (the "Company") as corporation, f/k/a U.S. BorrowerColor Spot Nurseries, MATERIAL HANDLING, LLC, a Delaware limited liability company Inc. ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative AgentHOLDINGS" and, together with the Syndication Agent Borrower, the "INITIAL BORROWERS"), the New York branch of Banque Indosuez ("INDOSUEZ"), IBJ Xxxxxxxx Bank & Trust Company ("IBJS") and the Documentation other lending institutions listed in Schedule A (each a "BANK"), Indosuez, as the administrative agent (the "ADMINISTRATIVE AGENT") for itself and the other Banks and IBJS as co- agent (the "CO-AGENT" and, together with the Administrative Agent, the "AgentsAGENTS"). Unless otherwise defined herein, all capitalized terms used herein and are as defined in Section 9 are used herein as so defined10.

Independence of Covenants. 187 136 11.17. Currency Indemnity.........................................187 Annex Certain Matters Related to Collateral Sharing.....................................137 SCHEDULE I - List of Banks Annex Disclosure Schedule SCHEDULE II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees Percentages and Letters of Credit Exhibit Administrative Information EXHIBIT A-1 - Form of A Term U.S. Revolving Note Exhibit EXHIBIT A-2 - Form of B Term Canadian Revolving Note Exhibit EXHIBIT A-3 - Form of Acquisition Acceptance Note EXHIBIT A-4 - Form of Australian Revolving Note EXHIBIT A-5 - Form of U.S. Term Note Exhibit EXHIBIT A-6 - Form of Canadian Term Note EXHIBIT A-7 - Form of Australian Debenture Deed Poll EXHIBIT A-8 - Form of Swing Line Note EXHIBIT B-1 - Form of Revolving Note Exhibit Borrowing Request EXHIBIT B-2 - Form of U.S. Swingline Note Exhibit B-3 Issuance Request EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 Continuation/Conversion Notice EXHIBIT D - Form of Closing Date Certificate EXHIBIT E-1 - Form of Compliance Certificate EXHIBIT E-2 - Form of U.S. Dollar Equivalent Certificate EXHIBIT F - Form of Officer's Solvency Certificate EXHIBIT G-1 - Form of U.S. Guarantee and Security Agreement EXHIBIT G-2 - Form of Canadian Swingline Note Exhibit C-1 Debenture EXHIBIT G-3 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 Australian Security Trust Deed EXHIBIT G-4 - Form of Opinion Australian Deed of Linklater & Paines Exhibit C-3(a) Security EXHIBIT G-5 - Form of Opinion Australian Equitable Mortgage of XxXxxxxx Xxxxxxxx Exhibit C-3(b) Shares EXHIBIT H - Form of Interco Subordination Agreement EXHIBIT I-1 - Form of Mortgage EXHIBIT I-2 - Form of Deed of Trust EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K - Form of New York Counsel Opinion EXHIBIT L - Form of Patterson, Palmer, Hunt, Murphy Exhibit C-4 Regulatory Counsel Opinion EXHIBIT M - Form of Canadian Counsel Opinion EXHIBIT N - Form of Australian Counsel Opinion EXHIBIT O - Form of Local Counsel Opinions Exhibit D Opinion ANNEX I - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Corporate Structure CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of March 30May 23, 19982002, is among MMH HOLDINGSRAILAMERICA, INC., a Delaware corporation ("HoldingsHOLDINGS"), XXXXXX MATERIAL HANDLINGPALM BEACH RAIL HOLDING, INC., a Delaware corporation wholly owned Subsidiary of Holdings ("INTERMEDIATE HOLDINGS"), RAILAMERICA TRANSPORTATION CORP., a wholly owned Subsidiary of Intermediate Holdings (the "CompanyCOMPANY") as a U.S. Borrower), MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTDRAILAMERICA CANADA CORP., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized and existing under the laws of the Province of Nova Scotia Scotia, Canada (the "MondelCANADIAN TERM BORROWER") as ), RAILINK LTD., a Canadian Borrower, corporation organized and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized existing under the laws of Nova Scotia the Province of Alberta, Canada (the "KaveritCANADIAN REVOLVER BORROWER") as ), RAILAMERICA AUSTRALIA FINANCE PTY., LTD., a proprietary limited company organized and existing under the laws of Australia (the "AUSTRALIAN TERM Borrower"), FREIGHT VICTORIA LIMITED, a corporation organized and existing under the laws of Australia, and RAILAMERICA AUSTRALIA PTY., LTD., a corporation organized and existing under the laws of Australia (each, an "AUSTRALIAN REVOLVER BORROWER" and, together the "AUSTRALIAN REVOLVER BORROWERS" and, together with the Company, the Canadian Term Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectivelyCanadian Revolver Borrower and the Australian Term Borrower, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezBORROWERS"), the various financial institutions and other Persons from time to time parties hereto (the "LENDERS"), UBS WARBURG LLC, and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Booxxxxxxrx, XXXXAN STANLEY SENIOR FUNDING, INC., as the syndication agent (in suxx xxxaxxxx, xhe "SYNDICATION AGENT") for the Banks Lenders, UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, the "Syndication AgentADMINISTRATIVE AGENT")) for the Lenders, BANKBOSTONTHE BANK OF NOVA SCOTIA and CREDIT LYONNAIS, N.A.NEW YORK BRANCH, as documentation agent for the Banks agents (in such capacity, the "Documentation AgentDOCUMENTATION AGENTS"), ) for the Lenders and CANADIAN IMPERIAL THE BANK OF COMMERCE ("CIBC")NOVA SCOTIA, as administrative agent and as collateral agent for the Banks (in such capacitiescapacity, the "Administrative Agent" and, together with COLLATERAL AGENT") for the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedLenders.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - 107 13.20 Reliance on and Survival of Various Provisions.............................................. 107 13.21 USA Patriot Act............................................................................. 107 TABLE OF CONTENTS (CONTINUED) SCHEDULES Schedule 1.1 Pricing Matrix Schedule 1.2 Percentages and Allocations Schedule 1.3 Significant Foreign Subsidiaries Schedule 1.4 Investment Policy Schedule 1.5 Proprietary Rights Schedule 1.6 Significant Guarantors Schedule 5.1(b) List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Jurisdictions in which Company and/or Subsidiaries do material business Schedule 1.08(b5.1(c)(i) - Calculation Description of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Owned Real Property Schedule 5.04 - 5.1(c)(ii) Description of Leased Real Property Schedule 5.1(c)(iv) List of Jurisdictions in which to file financing statements Schedule 6.1 Exceptions to Foreign Corporation Qualifications Schedule 6.9 Compliance with Laws Schedule 6.12 Litigation Schedule 5.06 - Governmental Approvals 6.16 Employee Pension Benefit Plans Schedule 5.13 - Tax Returns 6.18 Environmental Matters Schedule 5.15 - 6.19 Subsidiaries Schedule 5.19 - Securities 6.20 Contingent Obligations Schedule 5.20 - 6.24 Capitalization Schedule of Collective Bargaining Agreements Schedule 5.21(a8.1(b) - Schedule of Existing Funded Debt Schedule 5.21(b) - Prior 8.2 Permitted Liens Schedule 5.22 - Environmental 8.3 Existing Guaranties Schedule 6.01(i8.8 Existing Investments Schedule 8.9 Transactions with Affiliates Schedule 8.11 Negative Pledges Schedule 13.6 Notices TABLE OF CONTENTS (CONTINUED) - Summary of Corporate Insurance Policies Schedule 7.06(jEXHIBITS A FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE F FORM OF NOTICE OF LETTERS OF CREDIT G INTENTIONALLY OMITTED H FORM OF COMPANY PLEDGE AGREEMENT I FORM OF ASSIGNMENT AGREEMENT J FORM OF GUARANTY K FORM OF SECURITY AGREEMENT L FORM OF INTERCOMPANY NOTE M FORM OF COVENANT COMPLIANCE REPORT vi AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Credit Agreement ("Agreement") - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement CREDIT AGREEMENT, dated is made as of March 30February 13, 19982004, by and among MMH HOLDINGS, INC., a Delaware corporation the financial institutions from time to time signatory hereto ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, individually a "Bank," and, collectively, and any and all such financial institutions collectively the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), Comerica Bank, as syndication agent Co-Arranger and as Administrative Agent for the Banks (in such capacity, the "Syndication Administrative Agent"), BANKBOSTONThe CIT Group/Business Credit, N.A.Inc., a New York corporation, as documentation agent Co-Arranger, Co-Documentation Agent and as Collateral Agent for the Banks (in such capacity, the capacity "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Collateral Agent" and, and together with the Syndication Agent and the Documentation Administrative Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein Fleet National Bank as Co-Documentation Agent, General Electric Capital Corporation as Co-Syndication Agent, KeyBank National Association as Co-Syndication Agent, U.S. Bank National Association as Senior Managing Agent and defined in Section 9 are used herein as so definedAspect Communications Corporation, a California corporation (the "Company").

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 108 Section 11.08 Notices.......................................................109 Section 11.09 Survival of Banks Annex II - Bank Addresses Annex III - Agreement relating Warranties and Agreements.........................109 Section 11.10 Marshalling; Recourse to U.K. Swingline Loans Schedule 1.08(b) - Calculation Security; Payments Set Aside.........109 Section 11.11 Severability..................................................109 Section 11.12 Governing Law.................................................109 Section 11.13 Successors and Assigns........................................109 Section 11.14 Consent to Jurisdiction and Service of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Process................109 Section 11.15 Counterparts; Effectiveness; Inconsistencies..................110 Section 11.16 Construction..................................................110 Section 11.17 Entire Agreement..............................................110 Section 11.18 Process Agent.................................................110 Section 11.19 Judgment Currency.............................................111 EXHIBITS AND SCHEDULES EXHIBITS Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - "A" Form of Assignment and Assumption Acceptance Agreement Exhibit J - "B" Form of Letters of Credit Reimbursement Agreement Exhibit "C" Form of Borrowing Base Certificate Exhibit "D" Form of Notice of Borrowing Exhibit K - "E" Form of Notice of ContinuationConversion/Conversion Continuation Exhibit L - "F" Form of Borrowing Base Officer's Certificate Exhibit M - "G" Form of Officers' Certificate Regarding Environmental Review Exhibit N - Revolving Credit Loan Note and Form of Officers' Solvency Certificate Canadian Revolving Credit Loan Note Exhibit O - "H" Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Swap Agreement Exhibit P - "I" Form of Section 3.04 Certificate Term Loan Note Exhibit Q - "J" Form of Intercreditor Agreement Opinion Letter SCHEDULES Schedule 1.01-A List of Leased Properties Schedule 1.01-B Customary Permitted Liens Schedule 1.01-C Eurodollar Affiliates Schedule 1.01-D Permitted Encumbrances Schedule 2.01 List of Subsidiaries and/or Affiliates who may Borrow and/or Have Letters of Credit Issued for their Account Schedule 2.01 (vi) Schedule of Existing Letters of Credit Schedule 2.04 (ii) Letter of Credit Fees Schedule 4.01 (iii) Ownership of Capital Stock Schedule 4.01 (vii) Pending or Threatened Litigation Schedule 4.01 (xv) Environmental Matters Schedule 4.01 (xvii) ERISA Schedule 4.01 (xx) Joint Venture/Partnership Schedule 4.01 (xxi) Insurance Policies, Programs and Claims Schedule 4.01 (xxv) List of Undisclosed Liabilities Schedule 4.01 (xxvii) Labor Matters Schedule 4.01 (xxx) Business Names Schedule 4.01 (xxxi) Location of Collateral Schedule 6.05 Schedule of Insurance Policies and Programs Schedule 7.01(iii) Permitted Existing Debt Schedule 7.02 (ii) Existing Permitted Liens Schedule 7.03 Existing Loans, Advances, Investments Schedule 7.11(i) Existing Guaranties REVOLVING CREDIT AGREEMENTLOAN AND TERM LOAN AGREEMENT THIS REVOLVING CREDIT LOAN AND TERM LOAN AGREEMENT (including all amendments, dated modifications and supplements is hereinafter referred to as this "Loan Agreement"), is made this _____ day of March 30October, 19981997, by and among MMH HOLDINGSDRS TECHNOLOGIES, INC., a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having its principal office located at 0 Xxxxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as "HoldingsDRS"), XXXXXX MATERIAL HANDLINGAND DRS TECHNOLOGIES CANADA, INC., a Delaware corporation (the "Company") as a U.S. Borrowerduly organized, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized validly existing and in good standing under the laws of England the State of Delaware, having its principal office located at 0 Xxxxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as "DRS Canada Inc."), AND DRS TECHNOLOGIES CANADA COMPANY / COMPAGNIE DRS TECHNOLOGIES CANADA, a Nova Scotia company, having its principal office and Wales chief executive office located at 000 Xxxxx Xxxx, Xxxxxx, Xxxxxxx X0X 0X0 (hereinafter referred to as "MHE-U.K.") DRS Flight Safety" and hereinafter DRS, DRS Canada Inc., and DRS Flight Safety shall be collectively referred to as the U.K. "Co-Borrowers" and sometimes individually referred to as a "Borrower"), MONDEL ULCAND MELLON BANK, an unlimited liability company N.A., a national banking association duly organized and validly existing under the laws of Nova Scotia ("Mondel") the United States of America, having an office located at Mellon Bank Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, strictly in its capacity as a Canadian Borrowerlender hereunder (hereinafter sometimes referred to individually as "Mellon US" and/or as a "Lender"), AND MELLON BANK CANADA, one of the chartered banks of Canada, duly organized and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized validly existing under the laws of Nova Scotia ("Kaverit") Canada, having an office located at Royal Trust Tower, 32nd Floor, Toronto Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0, strictly in its capacity as a lender hereunder (hereinafter sometimes referred to as "Mellon Canada" and/or as a "Lender" and, in its capacity as a maker of Canadian Borrower, the lending institutions listed Loans or issuer of or participant in Annex I (eachCanadian Letters of Credit, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezCanadian Lender"), AND OTHER FINANCIAL INSTITUTIONS, that are either signatories to this Loan Agreement or who from time to time may hereafter become a lender under the Loan Agreement pursuant to Section 11.8 hereof (hereinafter together with Mellon U.S. and Mellon Canada, collectively referred to as syndication the "Lenders" and individually referred to as a "Lender"), AND MELLON BANK, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, having an office located at Mellon Bank Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, in its capacity as the agent for the Banks Lenders hereunder (in such capacity, hereinafter referred to as the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined said definition is more fully described in Section 9 are used herein as so defined1.01 hereof).

Independence of Covenants. 187 11.1774 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws.............................................................74 Section 10.14. Headings Descriptive; Entire Agreement................................74 SCHEDULES --------- SCHEDULE 1 Commitments SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bSubsidiaries SCHEDULE 5.01(A) - Calculation Lack of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Qualification SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1999 SCHEDULE 7.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 7.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of SCHEDULE 7.06 Existing Guarantees Investments SCHEDULE 7.07 Permitted Sale and Letters of Credit Exhibit A-1 Leaseback Transactions SCHEDULE 10.01 Notice Information EXHIBITS -------- EXHIBIT A - Form of A Term Note Exhibit A-2 EXHIBIT B - Form of B Term Note Exhibit A-3 [Reserved] EXHIBIT C - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J [Reserved] EXHIBIT D-1 - Form of Notice of Borrowing Exhibit K EXHIBIT D-2 - Form of Notice of ContinuationConversion/Conversion Exhibit L Continuation EXHIBIT E - Form of Borrowing Base Certificate Exhibit M Guaranty Agreement EXHIBIT F - Form of Officers' Closing Certificate Regarding Environmental Review Exhibit N EXHIBIT G-1 - Form of Officers' Solvency Certificate Exhibit O Opinion of Dickxxxxx Xxxgxx XXXC EXHIBIT G-2 - Form of Officers' Certificate Regarding Satisfaction Opinion of Conditions Precedent Exhibit P Kilpxxxxxx Xxxxxxxx XXX EXHIBIT G-3 - Form of Section 3.04 Certificate Exhibit Q Opinion of Mayex, Xxowx & Xlatx XXXIBIT H - Form of Intercreditor Agreement CREDIT AGREEMENT, dated Assignment and Acceptance EXHIBIT I - Form of Compliance Certificate TERM LOAN AGREEMENT THIS TERM LOAN AGREEMENT made and entered into as of March 30December 20, 19981999, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware Georgia corporation ("HoldingsIntermet"), XXXXXX MATERIAL HANDLING, INC.THE BANK OF NOVA SCOTIA, a Delaware corporation Canadian chartered bank ("BNS"), acting through its Atlanta Agency, the other banks and lending institutions listed on the signature pages hereof, and any assignees of BNS, or such other banks and lending institutions which become "Lenders" as provided herein (BNS, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), BNS, in its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Administrative Agent"), BANKBOSTONBANK ONE, N.A.MICHIGAN, as documentation agent for the Banks (in such capacitySyndication Agent, the "and SUNTRUST BANK, ATLANTA, as Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent are herein referred to individually as an "Agent, " and collectively as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.1787 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws................. 87 Section 10.14. Headings Descriptive; Entire Agreement.. 88 Section 10.15. Pledge of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Stock of Columbus Neunkirchen............................. 88 -iv- SCHEDULES --------- Schedule 1.08(b4.01(n) - Calculation UCC Search Locations SCHEDULE 5.01 Organization and Ownership of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Subsidiaries SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 5.21 Labor and Employment Matters SCHEDULE 6.08 Financial Covenant Calculations Third Quarter 1995 SCHEDULE 8.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 8.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of EXHIBITS -------- EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - -- Form of Revolving Note Exhibit B-2 - EXHIBIT B -- Form of U.S. Swingline Bid Facility Note Exhibit B-3 - EXHIBIT C -- Form of U.K. Swingline Note Exhibit B-4 - Letter of Credit Application EXHIBIT D -- Bid Request EXHIBIT E -- Bid Request Invite EXHIBIT F -- Bid Rate Bid EXHIBIT G -- Bid Rate Acceptance/Rejection EXHIBIT H -- Form of Canadian Swingline Note Exhibit C-1 - Amended and Restated Subsidiary Guaranty EXHIBIT I -- Form of Closing Certificate EXHIBIT J -- Form of Opinion of Akin, Gump, Strauss, Xxxxx Xxxxxxxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Xxxx EXHIBIT K -- Form of Assignment and Assumption Acceptance Agreement Exhibit J - EXHIBIT L -- Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Compliance Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated AGREEMENT ---------------- THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of March 30February __, 19981996, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware Georgia corporation ("HoldingsIntermet"), XXXXXX MATERIAL HANDLINGSUNTRUST BANK, INC.ATLANTA (formerly known as Trust Company Bank), a Delaware banking corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the other banks and lending institutions listed in Annex I on the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (eachSunTrust, a "Bank" andand such other banks, collectivelylending institu tions, and assignees referred to collectively herein as the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLend ers"), SUNTRUST BANK, ATLANTA, in its capacity as syndication agent for the Banks Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.; ----------

Independence of Covenants. 187 116 Section 11.13. Change in Accounting Principles, Fiscal Year or Tax Laws....................... 116 Section 11.14. Headings Descriptive; Entire Agreement......................................... 116 Section 11.15. Judgment Currency.............................................................. 116 Section 11.16. Dollar Equivalent Computations................................................. 117 Section 11.17. Currency Indemnity.........................................187 Annex I - List Amendment and Restatement; No Novation......................................... 117 Section 11.18. References in Credit Documents................................................. 117 Section 11.19. Injunctive Relief; Limitation of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Liability..................................... 118 EXHIBITS AND SCHEDULES EXHIBITS: --------- Exhibit A-1 - A -- Form of A Term Note Additional Multicurrency Borrower Agreement Exhibit A-2 - B -- Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Domestic Syndicated Note Exhibit C-1 - -- Form of Multicurrency Syndicated Note by Interface, Inc. Exhibit C-2 -- Form of Multicurrency Syndicated Note by Interface Europe Ltd. Exhibit C-3 -- Form of Multicurrency Syndicated Note by Interface Europe B.V. Exhibit D -- Form of Domestic Swing Line Note Exhibit E -- Closing Certificate Exhibit F -- Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Xxxxxxxxxx Xxxxxxxx LLP Exhibit C-2 - Form of G-1 -- Opinion of Linklater & Paines Xxxxx Xxxxxxx Exhibit C-3(a) - Form of G-2 -- Opinion of XxXxxxxx Xxxxxxxx Xxx xxx Xxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - H -- Form of Assignment and Assumption Agreement Acceptance Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of I -- Borrowing Base Certificate Exhibit J -- Master Acknowledgment Agreement Exhibit K-1 -- Third Amended and Restated Interface Guaranty Agreement Exhibit K-2 -- Third Amended and Restated Subsidiary Guaranty Agreement Exhibit L -- Letter of Credit Agreement Exhibit M - Form of Officers' Certificate Regarding Environmental Review -- L/C Cash Collateral Assignment Agreement Exhibit N - Form of Officers' Solvency Certificate -- Amended and Restated Indemnification Agreement Exhibit O - Form -- Amended and Restated Contribution Agreement SCHEDULES: ---------- Schedule 1.1(a) -- Commitments Schedule 1.1(b) -- Existing Domestic Letters of Officers' Certificate Regarding Satisfaction Credit Schedule 1.1(c) -- Mandatory Cost Rate Schedule 6.01 -- Organization and Ownership of Conditions Precedent Exhibit P - Form Subsidiaries Schedule 6.05 -- Pending and Threatened Litigation Schedule 6.11 -- Burdensome Restrictions Schedule 6.12 -- Tax Filings and Payments Schedule 6.13 -- Material Subsidiaries Schedule 6.15 -- Employee Benefit Matters Schedule 6.16 -- Patent, Trademark, License and Other Intellectual Property Matters Schedule 6.17 -- Ownership of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Properties Schedule 6.18 -- Indebtedness Schedule 6.21 -- Labor and Employment Matters Schedule 6.22 -- Payment or Dividend Restrictions Schedule 7.07(b) -- Environmental Notices Schedule 8.02 -- Existing Liens THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated AGREEMENT made and entered into as of March 30January 17, 19982002, by and among MMH HOLDINGSINTERFACE, INC., a Delaware Georgia corporation ("HoldingsInterface"), XXXXXX MATERIAL HANDLINGINTERFACE EUROPE B.V., INCa "besloten vennootschap met beperkte aansprakelijkheid" (private company with limited liability) incorporated and existing under the laws of The Netherlands with its registered seat in Scherpenzeel, Gld., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company The Netherlands ("Material HandlingEurope B.V.") as a U.S. Borrower), XXXXXX MATERIAL HANDLING, INTERFACE EUROPE LTD., a private company limited by shares organized and existing under the laws of England and Wales ("MHE-U.K.Europe Limited") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower), and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia each other Foreign Subsidiary ("Kaverit"as hereinafter defined) as a Canadian Borrower, the lending institutions listed in Annex I (each, that becomes a "BankMulticurrency Borrower" and, hereunder as provided in Section 3.09 hereof (each an "Additional Multicurrency Borrower" and collectively, the "BanksAdditional Multicurrency Borrowers"; Interface, Europe B.V., Europe Limited, and all Additional Multicurrency Borrowers referred to collectively herein as the "Borrowers"), the banks and lending institutions listed on the signature pages hereof and such other banks and lending institutions which become "Lenders" as provided herein (collectively, the "Lenders"), FIRST UNION NATIONAL BANK, a national banking association, in its capacity as agent for those Lenders having Domestic Syndicated Loan Commitments or having outstanding Domestic Syndicated Loans as provided herein, and each successor agent for such Lenders as may be appointed from time to time pursuant to Article X hereof (the "Domestic Agent"), FIRST UNION NATIONAL BANK, a national banking association, in its capacity as agent for those Lenders having outstanding Multicurrency Syndicated Loan Commitments or having outstanding Multicurrency Syndicated Loans as provided herein, and each successor agent for such Lenders as may be appointed from time to time pursuant to Article X hereof (the "Multicurrency Agent"; the Domestic Agent and the Multicurrency Agent referred to collectively herein as the "Co-Agents"), SUNTRUST BANK, in its capacity as collateral agent for the Co-Agents and Lenders and each successor collateral agent as may be appointed from time to time pursuant to Article X hereof (the "Collateral Agent") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez")CITICORP NORTH AMERICA, INC., in its capacity as syndication agent for the Banks Co-Agents and Lenders (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17139 11.16. Currency Indemnity.........................................187 Annex I Reinstatement..............................................139 Schedule A - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b4.01(j) - Calculation of MLA Cost Financial Statements Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i4.01(l) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a4.01(m) - Restrictions on Borrower's Ability to Grant Liens Schedule of Existing Debt 4.01(p) - Required Consents Schedule 5.21(b) 4.03 - Permitted Business Acquisitions Schedule 5.10A - Exceptions to Perfected Security Interests Schedule 5.10B - Prior Liens Schedule 5.10C - Required Filings and Recordings Schedule 5.13 - Subsidiaries Schedule 5.16 - Real Property Owned and Leased Schedule 5.17 - Capital Stock Schedule 5.19 - Indebtedness Schedule 5.20 - Environmental Exceptions Schedule 5.22 - Environmental Insurance Schedule 6.01(i) 11.03 - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Bank Addresses EXHIBITS Exhibit A-1 1.03-1 - Form of A Term Note Notice of Revolving Loan Borrowing Exhibit A-2 1.03-2 - Form of B Notice of Acquisition Loan Borrowing Exhibit 1.03-3 - Form of Notice of Supplemental Revolving Loan Borrowing Exhibit 1.03-4 - Form of Notice of Supplemental Term Loan Borrowing Exhibit 1.05(a)(i) - Form of Revolving Note Exhibit A-3 1.05(a)(ii) - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a1.05(a)(iii) - Form of Opinion of XxXxxxxx Xxxxxxxx Supplemental Revolving Note Exhibit C-3(b1.05(a)(iv) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Supplemental Term Note Exhibit C-4 4.01(b) - Form of Local Counsel Opinions Officer's Certificate Exhibit D 4.03(b)(iv) - Form of Mortgage Officer's Certificate -- Permitted Business Acquisitions Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L 6.01(p) - Form of Borrowing Base Certificate Exhibit M 7.14 - Form of Officers' Amended and Restated Certificate Regarding Environmental Review of Incorporation of the Borrower Exhibit N 9A - Form of Officers' Solvency Certificate Security Agreement Exhibit O 9B - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Subsidiary Guarantee Exhibit P 9C - Form of Section 3.04 Certificate Trademark Security Agreement Exhibit Q 11.04(c) - Form of Intercreditor Assignment Agreement COLOR SPOT NURSERIES, INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This Second Amended and Restated Credit Agreement is dated as of March 30December __, 19981997, among MMH HOLDINGSand amends and restates, INC.in its entirety, a Delaware corporation the Credit Agreement dated as of December 31, 1996 (the "HoldingsORIGINAL CREDIT AGREEMENT"), XXXXXX MATERIAL HANDLINGas amended and restated by the Amended and Restated Credit Agreement dated as of February 20, INC.1997 (the "AMENDED CREDIT AGREEMENT") among Color Spot Nurseries, Inc., a Delaware corporation (the "CompanyBORROWER") as a U.S. Borrower), MATERIAL HANDLING, LLC, a Delaware limited liability company Credit Agricole Indosuez ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and formerly the New York branch of CREDIT AGRICOLE INDOSUEZ Banque Indosuez) ("IndosuezINDOSUEZ"), as syndication agent for the Banks IBJ Xxxxxxxx Bank & Trust Company (in such capacity, the "Syndication AgentIBJS"), BANKBOSTONBankBoston, N.A., as documentation agent for N.A. ("BKOB") and the Banks other lending institutions listed in Schedule A (in such capacity, the each a "Documentation AgentBANK"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC")Indosuez, as the administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" ADMINISTRATIVE AGENT") for itself and the other Banks, IBJS as the syndication agent (the "SYNDICATION AGENT") for itself and the other Banks and BKOB as the documentation agent (the "DOCUMENTATION AGENT") for itself and the other Banks and, together with the Syndication Administrative Agent and the Documentation Syndication Agent, the "AgentsAGENTS"). Unless otherwise defined herein, all capitalized terms used herein and are as defined in Section 9 are used herein as so defined9.

Independence of Covenants. 187 11.17139 11.16. Currency Indemnity.........................................187 Annex I Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . 139 Schedule A - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b4.01(j) - Calculation of MLA Cost Financial Statements Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i4.01(l) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a4.01(m) - Restrictions on Borrower's Ability to Grant Liens Schedule of Existing Debt 4.01(p) - Required Consents Schedule 5.21(b) 4.03 - Permitted Business Acquisitions Schedule 5.10A - Exceptions to Perfected Security Interests Schedule 5.10B - Prior Liens Schedule 5.10C - Required Filings and Recordings Schedule 5.13 - Subsidiaries Schedule 5.16 - Real Property Owned and Leased Schedule 5.17 - Capital Stock Schedule 5.19 - Indebtedness Schedule 5.20 - Environmental Exceptions Schedule 5.22 - Environmental Insurance Schedule 6.01(i) 11.03 - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Bank Addresses EXHIBITS Exhibit A-1 1.03-1 - Form of A Term Note Notice of Revolving Loan Borrowing Exhibit A-2 1.03-2 - Form of B Notice of Acquisition Loan Borrowing Exhibit 1.03-3 - Form of Notice of Supplemental Revolving Loan Borrowing Exhibit 1.03-4 - Form of Notice of Supplemental Term Loan Borrowing Exhibit 1.05(a)(i) - Form of Revolving Note Exhibit A-3 1.05(a)(ii) - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a1.05(a)(iii) - Form of Opinion of XxXxxxxx Xxxxxxxx Supplemental Revolving Note Exhibit C-3(b1.05(a)(iv) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Supplemental Term Note Exhibit C-4 4.01(b) - Form of Local Counsel Opinions Officer's Certificate Exhibit D 4.03(b)(iv) - Form of Mortgage Officer's Certificate -- Permitted Business Acquisitions Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L 6.01(p) - Form of Borrowing Base Certificate Exhibit M 7.14 - Form of Officers' Amended and Restated Certificate Regarding Environmental Review of Incorporation of the Borrower Exhibit N 9A - Form of Officers' Solvency Certificate Security Agreement Exhibit O 9B - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Subsidiary Guarantee Exhibit P 9C - Form of Section 3.04 Certificate Trademark Security Agreement Exhibit Q 11.04(c) - Form of Intercreditor Assignment Agreement COLOR SPOT NURSERIES, INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This Second Amended and Restated Credit Agreement is dated as of March 30December 24, 19981997, among MMH HOLDINGSand amends and restates, INC.in its entirety, a Delaware corporation the Credit Agreement dated as of December 31, 1996 (the "HoldingsORIGINAL CREDIT AGREEMENT"), XXXXXX MATERIAL HANDLINGas amended and restated by the Amended and Restated Credit Agreement dated as of February 20, INC.1997 (the "AMENDED CREDIT AGREEMENT") among Color Spot Nurseries, Inc., a Delaware corporation (the "CompanyBORROWER") as a U.S. Borrower), MATERIAL HANDLING, LLC, a Delaware limited liability company Credit Agricole Indosuez ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and formerly the New York branch of CREDIT AGRICOLE INDOSUEZ Banque Indosuez) ("IndosuezINDOSUEZ"), as syndication agent for the Banks IBJ Xxxxxxxx Bank & Trust Company (in such capacity, the "Syndication AgentIBJS"), BANKBOSTONBankBoston, N.A., as documentation agent for N.A. ("BKOB") and the Banks other lending institutions listed in Schedule A (in such capacity, the each a "Documentation AgentBANK"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC")Indosuez, as the administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" ADMINISTRATIVE AGENT") for itself and the other Banks, IBJS as the syndication agent (the "SYNDICATION AGENT") for itself and the other Banks and BKOB as the documentation agent (the "DOCUMENTATION AGENT") for itself and the other Banks and, together with the Syndication Administrative Agent and the Documentation Syndication Agent, the "AgentsAGENTS"). Unless otherwise defined herein, all capitalized terms used herein and are as defined in Section 9 are used herein as so defined9.

Independence of Covenants. 187 11.1775 10.17. Currency Indemnity.........................................187 Annex Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 ANNEX I - List of Banks Annex ANNEX II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(iANNEX 3.01(J) - Summary of Corporate Insurance Policies Schedule 7.06(jANNEX 3.01(M) - Joint Venture Commitments Schedule 7.18(viiiConsent Exceptions ANNEX 4.05 - Certain Expenditures ANNEX 4.17(a) - Options ANNEX 4.17(b) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 Subsidiaries ANNEX 4.19 - Outstanding Indebtedness ANNEX 4.21(a) - System ANNEX 4.21(b) - System Exceptions ANNEX 5.15 - Certain Markets ANNEX 6.10 - Certain Assets Disposition EXHIBIT A - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit EXHIBIT B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of AkinSkadden, GumpArps, StraussSlate, Xxxxx Meagxxx & Xxxx, L.L.P. Exhibit C-2 Xlom XXX EXHIBIT B-2 - Form of Opinion of Linklater McDexxxxx, Xxll & Paines Exhibit C-3(a) Emerx XXXIBIT B-3 - Form of FCC Counsel Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 EXHIBIT B-4 - Form of Local Colorado Counsel Opinions Exhibit D Opinion EXHIBIT C-1 - Form of Mortgage Exhibit E-1 General Security Agreement EXHIBIT C-2 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 EXHIBIT D-1 - Form of Notice of Assignment Exhibit I-2 EXHIBIT D-2 - Form of Assignment and Assumption Agreement Exhibit J EXHIBIT E - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N EXHIBIT F - Form of Officers' Solvency Certificate Exhibit O EXHIBIT G - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P Escrow Agreement EXHIBIT H - Form of Section 3.04 Certificate Exhibit Q Subsidiary Guarantee EXHIBIT I - Form of Intercreditor Management Subordination Agreement EXHIBIT J - Form of Channel Lessor Consent EXHIBIT K - Form of FCC Opinion CREDIT AGREEMENT, dated as of March 30February 26, 19981997, among MMH HOLDINGSAmerican Telecasting, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC.Inc., a Delaware corporation (the "CompanyBorrower" or ") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company (ATel"Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the lending institutions listed in Annex I (each, each a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ Banque Indosuez ("Indosuez"), ) as syndication the agent and collateral agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 8 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex 104 ANNEX I - List of Banks Annex ANNEX II - Bank Addresses Annex III Schedule 4.01I - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) of Corporate Insurance Policies Schedule 4.01J - Calculation Schedule of MLA Cost Surviving Indebtedness and Liens Schedule 1.16 5.01 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Non-Compliance Schedule 5.04 - Schedule of Litigation Schedule 5.06 5.10 - Governmental Approvals Financial Statements Schedule 5.13 5.14 - Tax Returns Schedule 5.15 - of Subsidiaries Schedule 5.19 5.16 - Schedule of Violations Schedule 5.18 - Schedule of Securities Schedule 5.20 5.19 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 5.20 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of Matters EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit EXHIBIT C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx Morrxxxx & Xxxx, L.L.P. Exhibit Xoerxxxx XXXIBIT C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local General Counsel Opinions Exhibit EXHIBIT D - Form of Mortgage Exhibit Guarantee EXHIBIT E-1 - Form of Holdings Guarantee Exhibit Borrower Securities Pledge Agreement EXHIBIT E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 Securities Pledge Agreement EXHIBIT F - Form of Canadian Guarantee Exhibit F-1 Mortgage EXHIBIT G - Form of U.S. Subsidiary Intellectual Property Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit EXHIBIT H-1 - Form of Canadian Securities Pledge Borrower General Security Agreement Exhibit EXHIBIT H-2 - Form of Mexican Stock Pledge Subsidiary General Security Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit EXHIBIT I-1 - Form of Notice of Assignment Exhibit EXHIBIT I-2 - Form of Assignment and Assumption Agreement Exhibit EXHIBIT J - Form of Notice of Borrowing Exhibit EXHIBIT K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M EXHIBIT L-1 - Form of Officers' Certificate Regarding Conditions Precedent EXHIBIT L-2 - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O EXHIBIT L-3 - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P Compliance with Covenants EXHIBIT M - Form of Section 3.04 Certificate Exhibit Q Subordinated Note Indenture EXHIBIT N - Form of Intercreditor Agreement CREDIT AGREEMENT, dated as of March 30, 1998, among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.Supplemental Indenture to Subordinated Debenture Indenture