AMENDED AND RESTATED CREDIT AGREEMENT

AMENDED AND RESTATED
CREDIT AGREEMENT

among

XXXXX WHEELS INTERNATIONAL, INC.,

The Several Lenders
from Time to Time Parties Hereto,

CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent

and

XXXXXXX XXXXX CAPITAL CORPORATION,
as Documentation Agent

and

DRESDNER BANK AG
as European Swing Line Administrator

Dated as of June 30, 1997

TABLE OF CONTENTS

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SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.1 Revolving Credit Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.2 Revolving Credit Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.3 Procedure for Revolving Credit Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.4 Commitment Fees; Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.5 Termination or Reduction of Revolving Credit Commitments . . . . . . . . . . . . . . . . . . . . . . 32
2.6 Swing Line Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.7 Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
2.8 Tranche A-1 Term Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.9 Tranche A-2 Term Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.10 Tranche B Term Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.11 Tranche C Term Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
2.12 Procedure for Tranche A-2 Term Loan Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
2.13 Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 3. LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
3.1 L/C Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
3.2 Procedure for Issuance of Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
3.3 Fees, Commissions and Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.4 L/C Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.5 Reimbursement Obligation of the Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.6 Obligations Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.7 Letter of Credit Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
3.8 Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 4. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.1 Interest Rates and Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
4.2 Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
4.3 Mandatory Prepayments and Reduction of Revolving Credit Commitments . . . . . . . . . . . . . . . . . 49
4.4 Conversion and Continuation Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
4.5 Minimum Amounts and Maximum Number of Tranches . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
4.6 Computation of Interest, Fees and Dollar Equivalent Amount . . . . . . . . . . . . . . . . . . . . . 53
4.7 Inability to Determine Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
4.8 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.9 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
4.10 Requirements of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
4.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

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4.12 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
4.13 Change of Lending Office; Replacement of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
4.14 Borrower Controls on Non-Dollar Indebtedness; Calculation of Non-Dollar Extensions of
Credit; Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.1 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
5.2 No Change; Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.3 Corporate Existence; Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.4 Corporate Power; Authorization; Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 64
5.5 No Legal Bar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
5.6 No Material Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
5.7 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
5.8 Ownership of Property; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
5.9 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
5.10 No Burdensome Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
5.11 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
5.12 Federal Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
5.13 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
5.14 Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
5.15 Investment Company Act; Other Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.16 Subsidiaries and Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.17 Purpose of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.18 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
5.19 Regulation H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
5.20 No Material Misstatements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
5.21 Delivery of the Transaction Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
5.22 Representations and Warranties Contained in the Transaction Documents . . . . . . . . . . . . . . . . . . 69
5.23 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 6. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
6.1 Conditions to Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
6.2 Conditions to Each Extension of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 7. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
7.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
7.2 Certificates; Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
7.3 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
7.4 Conduct of Business and Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
7.5 Maintenance of Property; Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
7.6 Inspection of Property; Books and Records; Discussions . . . . . . . . . . . . . . . . . . . . . . . . . 77
7.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
7.8 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
7.9 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

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7.10 Additional Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
7.11 Interest Rate Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

SECTION 8. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
8.1 Financial Condition Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
8.2 Limitation on Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
8.2A Limitation on Non-Dollar Indebtedness and Guarantee Obligations . . . . . . . . . . . . . . . . . . . . . 84
8.3 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
8.4 Limitation on Guarantee Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
8.5 Limitation on Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
8.6 Limitation on Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
8.7 Limitation on Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
8.8 Limitation on Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
8.9 Limitation on Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
8.10 Limitation on Investments, Loans and Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
8.11 Limitation on Optional Payments and Modifications of Debt Instruments and Transaction Documents . . . . . 93
8.12 Limitation on Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
8.13 Limitation on Changes in Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
8.14 Limitation on Negative Pledge Clauses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
8.15 Limitation on Lines of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
8.16 Limitations on Currency and Commodity Hedging Transactions . . . . . . . . . . . . . . . . . . . . . . . 94

SECTION 9. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

SECTION 10. THE MANAGING AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
10.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
10.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
10.3 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
10.4 Reliance by Administrative Agent and Documentation Agent . . . . . . . . . . . . . . . . . . . . . . . . 99
10.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
10.6 Non-Reliance on Administrative Agent, Documentation Agent and Other Lenders . . . . . . . . . . . . . . . 100
10.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
10.8 Administrative Agent and Documentation Agent in Their Individual Capacities . . . . . . . . . . . . . . . 101
10.9 Successor Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
10.10 Issuing Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
10.11 Releases of Guarantees and Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
10.12 Foreign Pledge Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
11.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
11.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
11.4 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
11.5 Payment of Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

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11.6 Successors and Assigns; Participations and Assignments . . . . . . . . . . . . . . . . . . . . . . . . 107
11.7 Adjustments; Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
11.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.10 Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.11 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.12 Submission To Jurisdiction; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.13 Acknowledgements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
11.14 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
11.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
11.16 Effect of Amendment and Restatement of the Prior Credit Agreement . . . . . . . . . . . . . . . . . . . 112

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SCHEDULES

A Commitments and Addresses
B Applicable Margin and Applicable Commitment Fee Rate
C Transaction Documents
D Available Foreign Currencies
5.4 Consents
5.14 Equipment and Inventory of Borrower and Subsidiaries
5.16 Subsidiaries and Joint Ventures
6.1(o) Additional Counsel Opinions
8.2(e) Permitted Dollar Indebtedness
8.2A(h) Permitted Non-Dollar Indebtedness
8.3(h) Permitted Liens
8.4(a) Permitted Guarantee Obligations
8.10(k) Investments

EXHIBITS

A-1 Form of Revolving Credit Note
A-2 Form of Tranche A-1 Term Note
A-3 Form of Tranche A-2 Term Note
A-4 Form of Tranche B Term Note
A-5 Form of Tranche C Term Note
A-6 Form of Swing Line Note
B-1 Form of Guarantee and Collateral Agreement
B-2 Form of Fee Mortgage
B-3 Form of Leasehold Mortgage
B-4 Form of Copyright, Patent and Trademark Security Agreement
C Form of Borrowing Certificate
D-1 Form of Opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx
D-2 Form of Opinion of General Counsel to Borrower
E Form of U.S. Tax Compliance Certificate
F Form of Assignment and Acceptance

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AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 1997, among
XXXXX WHEELS INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the
several banks and other financial institutions from time to time parties to
this Agreement (the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, a
Canadian-chartered bank acting through its New York Agency, as administrative
agent for the Lenders hereunder, XXXXXXX XXXXX CAPITAL CORPORATION, a Delaware
corporation, as documentation agent for the Lenders hereunder and DRESDNER BANK
AG, as European Swing Line Administrator.

W I T N E S S E T H :

WHEREAS, the Borrower, the several banks and other financial institutions
from time to time parties thereto, Canadian Imperial Bank of Commerce, as
administrative agent, and Xxxxxxx Xxxxx Capital Corporation, as documentation
agent, are parties to that certain Credit Agreement, dated as of June 27, 1996
(the "Prior Credit Agreement"), providing for certain term loans, revolving
credit loans and other extensions of credit described therein;

WHEREAS, the Borrower intends to acquire (the "Acquisition") 99.99% of the
issued and outstanding capital stock of Lemmerz Holding GmbH ("Lemmerz") for an
aggregate purchase price of $200 million payable in cash plus the issuance of
preferred stock (the "Seller Preferred Stock") of the Borrower (which is
convertible into 5 million shares of the Borrower's common stock);

WHEREAS, the Borrower intends to refinance (the "Refinancing") existing
indebtedness of Lemmerz denominated in Deutschemarks in a dollar equivalent
amount of approximately $95.6 million and to finance the transaction expenses
related to the Acquisition and the Refinancing;

WHEREAS, the Borrower will finance the Acquisition, the Refinancing and the
transaction expenses related thereto by (a) issuing $250 million in aggregate
principal amount of senior subordinated notes (the "High-Yield Indebtedness")
on terms and conditions reasonably satisfactory to the Lenders and (b)
borrowing in Deutschemarks the dollar equivalent amount of approximately $100
million from the Lenders under the credit facilities provided for herein;

WHEREAS, in connection with the Acquisition and Refinancing, the Borrower
has requested the Lenders to continue the commitments, loans and other
extensions of credit under the Prior Credit Agreement and to make additional
credit facilities available to the Borrower;

WHEREAS, in connection with the Acquisition and the Refinancing, the
Borrower has commenced a consent solicitation (the "Consent Solicitation") to
amend certain restrictive covenants contained in its Senior Subordinated Notes
(as hereinafter defined); and

WHEREAS, the Administrative Agent and the Lenders are willing to continue
and to extend the credit facilities provided for herein to the Borrower upon
the terms and subject to the conditions set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree that, effective on the
Closing Date, the Prior Credit Agreement shall be amended and restated to read
in its entirety as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms shall
have the following meanings (such terms to be equally applicable to the
singular and plural forms thereof):

"ABR Loans": Loans the rate of interest applicable to which is
based upon the CIBC Alternate Base Rate.

"Acquisition": as defined in the recitals hereto.

"Administrative Agent": CIBC, together with its affiliates, as
the arranger of the Commitments and as the administrative agent for
the Lenders under this Agreement and the other Loan Documents.

"Adjustment Date": the second Business Day following receipt
by the Lenders of both (i) the financial statements required to be
delivered pursuant to subsection 7.1(a) or 7.1(b), as applicable, for
the most recently completed fiscal period and (ii) the related
Compliance Certificate required to be delivered pursuant to subsection
7.2(b) with respect to such fiscal period.

"Affiliate": as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For
purposes of this definition, "control" of a Person means the power,
directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors
of such Person or (b) direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.

"Aggregate Outstanding Revolving Credit": as to any Revolving
Credit Lender at any time, an amount equal to the sum (calculated in
accordance with subsection 4.6(b)) of (a) the aggregate principal
Dollar Equivalent Amount of all Revolving Credit Loans made by such
Revolving Credit Lender then outstanding, (b) such Revolving Credit
Lender's Revolving Credit Commitment Percentage of the Dollar
Equivalent Amount of the L/C Obligations then outstanding and (c) such
Revolving Credit Lender's Revolving Credit Commitment Percentage of
the aggregate principal

Dollar Equivalent Amount of the Swing Line Loans (including
Foreign Currency Swing Line Commitments as provided for in subsection
2.6(b)) then outstanding.

"Aggregate Revolving Credit Outstandings": at any time, an
amount equal to the sum (calculated in accordance with subsection
4.6(b)) of the Dollar Equivalent Amount of (a) the aggregate then
outstanding principal amount of Revolving Credit Loans, (b) the
aggregate then outstanding L/C Obligations in respect of Letters of
Credit and (c) the aggregate then outstanding principal amount of
Swing Line Loans (including Foreign Currency Swing Line Commitments as
provided for in subsection 2.6(b)).

"Agreement": this Amended and Restated Credit Agreement, as
amended, supplemented or otherwise modified from time to time.

"Applicable Commitment Fee Rate": during the period from the
Closing Date until the first Adjustment Date, the Applicable
Commitment Fee Rate shall equal 0.50%; on the first Adjustment Date
and on each Adjustment Date to occur thereafter the Applicable
Commitment Fee Rate will be adjusted to the applicable rate per annum
set forth under the heading "Applicable Commitment Fee Rate" on
Schedule B which corresponds to the Leverage Ratio determined from the
financial statements and Compliance Certificate relating to the end of
the fiscal quarter immediately preceding such Adjustment Date;
provided, further, that in the event that the financial statements
required to be delivered pursuant to subsection 7.1(a) or (b), as
applicable, and the related Compliance Certificate required to be
delivered pursuant to subsection 7.2(b), are not delivered when due,
then

(a) if such financial statements and Compliance Certificate
are delivered after the date such financial statements and
Compliance Certificate were required to be delivered (without
giving effect to any applicable cure period) and the Applicable
Commitment Fee Rate increases from that previously in effect as a
result of the delivery of such financial statements and
Compliance Certificate, then the Applicable Commitment Fee Rate
during the period from the date upon which such financial
statements and Compliance Certificate were required to be
delivered (without giving effect to any applicable cure period)
until the date upon which they actually are delivered shall,
except as otherwise provided in clause (c) below, be the
Applicable Commitment Fee Rate as so increased;

(b) if such financial statements and Compliance Certificate
are delivered after the date such financial statements and
Compliance Certificate were required to be delivered and the
Applicable Commitment Fee Rate decreases from that previously in
effect as a result of the delivery of such financial statements
and Compliance Certificate, then such decrease in the Applicable
Commitment Fee Rate shall not become applicable until the date
upon which such financial statements and Compliance Certificate
actually are delivered; and

(c) if such financial statements and Compliance Certificate
are not delivered prior to the expiration of the applicable cure
period, then, effective upon such expiration, for the period from
the date upon which such financial statements and Compliance
Certificate were required to be delivered (after the expiration
of the applicable cure period) until two Business Days following
the date upon which such financial statements and Compliance
Certificate actually are delivered, the Applicable Commitment Fee
Rate shall be 0.50% per annum.

"Applicable Margin": as applied to a given Type of Loan, the
rate per annum determined as follows: during the period from the
Closing Date until the first Adjustment Date, the Applicable Margin in
respect of ABR Loans shall be 1.25% per annum, and the Applicable
Margin in respect of Eurocurrency Loans shall be 2.25% per annum in
respect of Revolving Credit Loans and Tranche A Term Loans, 2.75% per
annum in respect of Tranche B Term Loans, and 3.00% per annum in
respect of Tranche C Term Loans; on the first Adjustment Date and on
each Adjustment Date to occur thereafter the Applicable Margin will be
adjusted to the applicable rate per annum set forth under the heading
"Applicable Margin" on Schedule B which corresponds to the Leverage
Ratio determined from the financial statements and Compliance
Certificate relating to the end of the fiscal quarter immediately
preceding such Adjustment Date; provided, further, that in the event
that the financial statements required to be delivered pursuant to
subsection 7.1(a) or 7.1(b), as applicable, and the related Compliance
Certificate required to be delivered pursuant to subsection 7.2(b),
are not delivered when due, then

(a) if such financial statements and Compliance Certificate
are delivered after the date such financial statements and
Compliance Certificate were required to be delivered (without
giving effect to any applicable cure period) and the Applicable
Margin increases from that previously in effect as a result of
the delivery of such financial statements and Compliance
Certificate, then the Applicable Margin in respect of the Loans
during the period from the date upon which such financial
statements and Compliance Certificate were required to be
delivered (without giving effect to any applicable cure period)
until the date upon which they actually are delivered shall,
except as otherwise provided in clause (c) below, be the
Applicable Margin as so increased;

(b) if such financial statements and Compliance Certificate
are delivered after the date such financial statements and
Compliance Certificate were required to be delivered and the
Applicable Margin decreases from that previously in effect as a
result of the delivery of such financial statements and
Compliance Certificate, then such decrease in the Applicable
Margin shall not become applicable until the date upon which such
financial statements and Compliance Certificate actually are
delivered; and

statements and Compliance Certificate were required to be
delivered (after the expiration of the applicable cure period)
until two Business Days following the date upon which such
financial statements and Compliance Certificate actually are
delivered, the Applicable Margin in respect of ABR Loans shall be
1.25% per annum and the Applicable Margin in respect of
Eurocurrency Loans that are Revolving Credit Loans or Tranche A
Term Loans shall be 2.25% per annum; Tranche B Term Loans, 2.75%
per annum; and Tranche C Term Loans, 3.00% per annum.

"Assignee": as defined in subsection 11.6(c).

"Autokola": Xxxxx Wheels Autokola NH, a.s.

"Available Foreign Currencies": the currencies set forth on
Schedule D, and any other available and freely convertible non-Dollar
currency selected by the Borrower and approved in writing by the
Administrative Agent and the Majority Revolving Credit Lenders;
provided that with respect to Foreign Currency Swing Line Loans the
Available Foreign Currencies shall be limited to those set forth on
Schedule D.

"Available Revolving Credit Commitment": as to any Revolving
Credit Lender at any time, an amount equal to the excess, if any, of
(a) the amount of such Revolving Credit Lender's Revolving Credit
Commitment at such time over (b) such Revolving Credit Lender's
Aggregate Outstanding Revolving Credit, provided that for purposes of
calculating Available Revolving Credit Commitments under subsection
2.4(a) it shall be assumed that no Swing Line Loans are then
outstanding and that no Foreign Currency Swing Line Commitments have
been extended; collectively, as to all the Lenders, the "Available
Revolving Credit Commitments".

"Board": the Board of Governors of the Federal Reserve System
or any successor thereto.

"Borrower": as defined in the preamble hereto.

"Borrower Notes": the 9-1/4% Senior Notes of the Borrower due
November 15, 2002, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with subsection
8.11.

"Borrowing Date": any Business Day specified in a notice
pursuant to subsection 2.3, 2.6 or 3.2 as a date on which the Borrower
requests the Lenders to make Loans hereunder or an Issuing Lender to
issue a Letter of Credit hereunder.

"Business Day": (a) when such term is used in respect of a day
on which a Loan in an Available Foreign Currency is to be made, a
payment is to be made in respect of such Loan, an Exchange Rate is to
be set in respect of an Available Foreign Currency or any other
dealing in an Available Foreign Currency is to be carried out

pursuant to this Agreement, such term shall mean a London
Banking Day which is also a day on which banks are open for general
banking business in the city which is the principal financial center
of the country of such Available Foreign Currency, (b) when such term
is used to describe a day on which a request is to be made to an
Issuing Lender for issuance of a Letter of Credit or on which a Letter
of Credit is to be issued, such term shall mean a day other than a
Saturday, Sunday or other day on which commercial banks in the city in
which such Issuing Lender's issuing office is located are authorized
or required by law to close and (c) when such term is used in any
context in this Agreement, such term shall mean a day other than a
Saturday, Sunday or other day on which commercial banks in New York
City are authorized or required by law to close.

"Capital Expenditure": as defined in subsection 8.9.

"Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants or options to
purchase any of the foregoing.

"Cash Equivalents": (a) securities with maturities of one year
or less from the date of acquisition issued or fully guaranteed or
insured by the United States Government or any agency thereof, (b)
certificates of deposit and eurodollar time deposits with maturities
of one year or less from the date of acquisition and overnight bank
deposits and demand deposits of any Lender or of any commercial bank
having capital and surplus in excess of $500,000,000, (c) repurchase
obligations of any Lender or of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not
more than 30 days with respect to securities issued or fully
guaranteed or insured by the United States Government, (d) commercial
paper of a domestic issuer rated at least A-2 by Standard and Poor's
Ratings Services ("S&P") or P-2 by Xxxxx'x Investors Service, Inc.
("Moody's"), (e) securities with maturities of one year or less from
the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or
territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) are rated at least A by S&P or
A by Moody's, (f) securities with maturities of one year or less from
the date of acquisition backed by standby letters of credit issued by
any Lender or any commercial bank satisfying the requirements of
clause (b) of this definition, (g) in the case of any Foreign
Subsidiary, (i) direct obligations of the sovereign nation (or any
agency thereof) in which such Foreign Subsidiary is organized or is
conducting business or in obligations fully and unconditionally
guaranteed by such sovereign nation (or any agency thereof), (ii)
deposits, obligations or securities of the type and maturity described
in clauses (b) through (f) above of foreign obligors, which deposits,
obligations or securities or obligors (or the parent entities of such
obligors) have ratings described in such clauses or equivalent ratings
from comparable foreign rating agencies or (iii) deposits, obligations
or securities of the type and maturity described

in clauses (b) through (f) above of foreign obligors (or the
parent entities of such obligors), which deposits, obligations or
securities or obligors (or the parent entities of such obligors) do
not have the ratings described in such clauses or in clause (g)(ii)
but which are comparable in investment quality to such deposits,
obligations or securities or obligors (or the parent entities of such
obligors), as the case may be, or (h) shares of money market mutual or
similar funds which invest exclusively in assets satisfying the
requirements of clauses (a) through (f) of this definition.

"C/D Published Moving Rate": on any particular date, the
latest three-week moving average of daily secondary market morning
offering rates in the United States for three-month certificates of
deposit of major United States money market lenders, such three-week
moving average (adjusted to the basis of a year of 360 days) being
determined weekly for the three-week period ending on the previous
Friday by the Administrative Agent on the basis of:

(a) such rates reported by certificate of deposit dealers to
and published by the Federal Reserve Bank of New York (as
adjusted for reserves and assessments in the same manner as the
C/D Quoted Rate); or

(b) if such publication shall be suspended or terminated, the
C/D Quoted Rate determined by the Administrative Agent on the
basis of quotations for such rates by the Administrative Agent.

"C/D Quoted Rate": relative to any determination of the C/D
Published Moving Rate in circumstances when publication of the rates
referred to in clause (a) of the definition thereof has been suspended
or terminated, the rate of interest per annum determined by the
Administrative Agent to be the sum (rounded upward to the nearest
1/16th of 1%) of:

(a) the rate obtained by dividing (i) the average (rounded
upward to the nearest 1/16th of 1%) of the bid rates quoted to
the Administrative Agent, in CIBC's secondary market at
approximately 10:00 A.M., New York City time (or as soon
thereafter as practicable), from time to time by three
certificate of deposit dealers of recognized standing selected by
the Administrative Agent in its reasonable discretion for the
purchase at face value of three-month certificates of deposit of
CIBC in an amount approximately equal or comparable to the amount
of CIBC's portion of the Loans outstanding hereunder with respect
to which the C/D Quoted Rate is being determined by (ii) a
percentage equal to 100% minus the average of the daily
percentages specified during such period by the Board for
determining the maximum reserve requirement (including, but not
limited to, any marginal reserve requirement) for a member bank
of the Federal Reserve System in respect of liabilities
consisting of or including (among other liabilities) three-month
Dollar nonpersonal time deposits in the United States; and

(b) the daily average during such period of the net annual
assessment rates estimated by the Administrative Agent for
determining the then current annual assessment payable by CIBC to
the Federal Deposit Insurance Corporation for insuring Dollar
deposits of CIBC in the United States.

"Change of Control": any of the following events: (a) at any
time prior to the occurrence of (i) the "senior secured bank loan
rating" of the Borrower achieving a rating of an equivalent of at
least BBB- by S&P and a rating of an equivalent of at least Baa3 by
Moody's, (ii) the Leverage Ratio as of the end of the most recently
ended fiscal quarter of the Borrower not being greater than 3.50 to
1.00, as determined from the financial statements and shown on the
Compliance Certificate delivered for such fiscal quarter pursuant to
subsection 7.1(a) or 7.1(b), as applicable, and subsection 7.2(b),
respectively, or (iii) at least 17.5% in the aggregate of the
Borrower's outstanding common stock, determined on a fully diluted
basis, shall have been issued pursuant to one or more public
offerings, JLL and its Affiliates are the beneficial owners (as
defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of less than (x) at any time prior
to the conversion of all the shares of the Seller Preferred Stock to
shares of the Borrower's common stock, 20% or (y) at any time
thereafter, 10% of the outstanding common stock of the Borrower,
determined on a fully diluted basis; (b) at any time, any Person
(including such Person's Affiliates and associates), other than the
New Borrower Investors or any underwriter of a public offering of the
Borrower's common stock, is the beneficial owner of more than 30% of
the total voting power of the outstanding common stock of the
Borrower, determined on a fully diluted basis, and the New Borrower
Investors are in the aggregate the beneficial owner of a lesser
percentage of the total voting power of the outstanding common stock
of the Borrower, determined on a fully diluted basis, than such other
Person and does not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of
the board of directors of the Borrower; (c) during any period of two
consecutive years, individuals who at the beginning of such period
constituted the board of directors of the Borrower (together with any
new directors whose election by such board of directors or whose
nomination for election by the shareholders of the Borrower has been
approved by 66-2/3% of the directors then still in office who either
were directors at the beginning of such period or whose election or
recommendation for election was previously so approved) cease to
constitute a majority of the board of directors of the Borrower; (d) a
"Change of Control" as defined in the Senior Subordinated Notes
Indenture shall have occurred; or (e) a "Change of Control" as defined
in the High-Yield Indebtedness Indenture shall have occurred.

"CIBC": Canadian Imperial Bank of Commerce, a
Canadian-chartered bank, acting through its New York Agency.

"CIBC Alternate Base Rate": on any particular date, a rate of
interest per annum equal to the highest of:

(a) the rate of interest most recently announced by CIBC as its
base rate (the "CIBC Prime Rate");

(b) the Federal Funds Rate for such date plus 1/2 of 1%; and

The CIBC Alternate Base Rate is not necessarily intended to be the lowest
rate of interest charged by CIBC in connection with extensions of credit.

"Clean-Down Amount": $150,000,000.

"Closing Date": the date on which the conditions precedent set
forth in subsection 6.1 shall be satisfied.

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

"Collateral": all assets (including assets constituting shares
of Capital Stock) of the Loan Parties, now owned or hereinafter
acquired, upon which a Lien is purported to be created by any Security
Document.

"Commitment Letter": the Commitment Letter dated May 21, 1997
among CIBC, Xxxxxxx Xxxxx and the Borrower, as the same may be
amended, supplemented or otherwise modified from time to time.

"Commitments": collectively, the Revolving Credit Commitments,
the Dollar Swing Line Commitment, the Tranche A-2 Term Loan
Commitments and the L/C Commitment; individually, a "Commitment".

"Commitment Percentage": as to any Lender, prior to the
Closing Date, the percentage of the aggregate Revolving Credit
Commitments, Tranche A-2 Term Loan Commitments and then outstanding
Term Loans constituted by such Lender's Revolving Credit Commitment,
Tranche A-2 Term Loan Commitment and then outstanding Term Loans, or
following the Closing Date, the percentage representing a fraction the
numerator of which is the sum of (i) the aggregate principal amount of
such Lender's Term Loans then outstanding plus (ii) the Revolving
Credit Commitment of such Lender (or, following the termination or
expiration of the Revolving Credit Commitments, the sum of (x) the
aggregate principal amount of such Lender's Revolving Credit Loans
then outstanding plus (y) such Lender's Revolving Commitment
Percentage of all L/C Obligations and Swing Line Loans then
outstanding), and the denominator of which is the sum of (i) the
aggregate principal amount of Term Loans of all Lenders then
outstanding plus (ii) the aggregate Revolving Credit Commitments of
all Lenders (or, following the termination or expiration of the
Revolving Credit Commitments, the sum of (x) the aggregate

principal amount of all Revolving Credit Loans then outstanding
plus (y) the aggregate principal amount of all L/C Obligations and
Swing Line Loans then outstanding).

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

"Compliance Certificate": as defined in subsection 7.2(b).

"Consent Solicitation": as defined in the recitals hereto.

"Consolidated": when used in connection with any financial
statements required to be delivered pursuant to subsection 7.1, means
such term as it applies to the Borrower and its Subsidiaries on a
consolidated basis, after eliminating all intercompany items.

"Consolidating": when used in connection with any financial
statements required to be delivered pursuant to subsection 7.1, means
such term as it applies to the individual business segments of the
Borrower and its Subsidiaries on a stand-alone basis.

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

"Copyright, Patent and Trademark Security Agreement": the
Amended and Restated Copyright, Patent and Trademark Security
Agreement to be executed and delivered by the Borrower and certain
Domestic Subsidiaries of the Borrower, substantially in the form of
Exhibit B-4, as the same may be amended, supplemented or otherwise
modified from time to time.

"Currency" or "Currencies": collectively, Dollars and
Available Foreign Currencies.

"Current Assets": on any date, with respect to the Borrower
and its Subsidiaries on a consolidated basis, all assets of the
Borrower and its Subsidiaries on such date which would, in accordance
with GAAP, be classified on a consolidated balance sheet of the
Borrower as "current assets".

"Current Liabilities": on any date, with respect to the
Borrower and its Subsidiaries on a consolidated basis, all liabilities
of the Borrower and its Subsidiaries on such date which, in accordance
with GAAP, would be classified on a consolidated balance sheet of the
Borrower as "current liabilities".

"Default": any of the events specified in Section 9, whether
or not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

"Documentation Agent": Xxxxxxx Xxxxx, as documentation agent
for the Lenders under this Agreement and the other Loan Documents.

"Dollar Equivalent Amount": with respect to (i) any amount of
any currency other than Dollars on any date, the equivalent amount in
Dollars of such amount of currency as determined by the Administrative
Agent in accordance with subsection 4.6(b) using the applicable
Exchange Rate and (ii) any amount in Dollars, such amount.

"Dollar Indebtedness": at any time, any Indebtedness then
denominated in Dollars.

"Dollar Letters of Credit": at any time, all Letters of Credit
then denominated in Dollars.

"Dollar Refunding Amount": as defined in subsection 2.6(e)(i).

"Dollar Revolving Credit Loans": at any time, all Revolving
Credit Loans then denominated in Dollars.

"Dollar Swing Line Commitment": the Dollar Swing Line Lender's
obligation to make Dollar Swing Line Loans pursuant to subsection
2.6(a) in an aggregate principal amount not to exceed $30,000,000 at
any time.

"Dollar Swing Line Lender": CIBC, in its capacity as provider
of Dollar Swing Line Loans.

"Dollar Swing Line Loans": as such term is defined in
subsection 2.6(a).

"Dollars" and "$": dollars in lawful currency of the United
States.

"Domestic Subsidiary": any Subsidiary organized under the laws
of any jurisdiction within the United States.

"EBITDA": for any period, with respect to the Borrower and its
Subsidiaries on a consolidated basis, determined in accordance with
GAAP, an amount equal to the sum of (a) Net Income for such period,
plus (b) income taxes, excluding income taxes (either positive or
negative) attributable to extraordinary and non-recurring gains or
losses or sales or other dispositions of assets permitted under
subsection 8.6, plus (c) Interest Expense for such period, plus (d)
depreciation for such period, plus (e) amortization for such period,
plus (f) any other non-cash items (including minority interests)
reducing Net Income for such period, plus (g) restructuring charges
and costs

(whether cash or non-cash) for such period to the extent not
added back to Net Income, plus (h) amortization of deferred financing
costs and expenses for such period, minus (i) all non-cash items
increasing Net Income for such period.

"Environmental Costs": any and all costs or expenses
(including, without limitation, reasonable attorney's and consultant's
fees, investigation and laboratory fees, response costs, court costs
and litigation expenses, fines, penalties, damages, settlement
payments, judgments and awards), of whatever kind or nature,
contingent or otherwise, arising out of, or in any way relating to,
any violation of, noncompliance with or liability under any
Environmental Laws or any orders, requirements, demands, or
investigations of any person related to any Environmental Laws.
Environmental Costs include any and all of the foregoing, without
regard to whether they arise out of or are related to any past,
pending or threatened proceeding of any kind.

"Environmental Laws": any and all laws, rules, orders,
regulations, statutes, ordinances, codes, decrees, or other legally
enforceable requirements (including, without limitation, common law)
of any foreign government, the United States, or any state, local,
municipal or other Governmental Authority, regulating, relating to or
imposing liability or standards of conduct concerning protection of
the environment or of human health, or employee health and safety, as
has been, is now, or may at any time hereafter be, in effect.

"Environmental Permits": any and all permits, licenses,
registrations, notifications, exemptions and any other authorization
required under any Environmental Law.

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

"Eurocurrency Base Rate": with respect to each day during each
Interest Period pertaining to a Eurocurrency Loan, the rate per annum
determined by the Administrative Agent to be the arithmetic mean of
the offered rates for deposits in the applicable Currency with a term
comparable to such Interest Period that appears on the Telerate
British Bankers Assoc. Interest Settlement Rates Page (as defined
below) at approximately 11:00 A.M., London time, on the second full
Business Day preceding the first day of such Interest Period; provided
that if there shall at any time no longer exist a Telerate British
Bankers Assoc. Interest Settlement Rates Page, "Eurocurrency Base
Rate" shall mean, with respect to each day during each Interest Period
pertaining to a Eurocurrency Loan, the rate per annum equal to the
rate at which CIBC is offered deposits in the applicable Currency at
or about 10:00 A.M., New York City time, two Business Days prior to
the beginning of such Interest Period in the interbank eurodollar
market where the eurodollar and foreign currency and exchange
operations in respect of its Eurocurrency Loans are then being
conducted for delivery on the first day of such Interest Period for
the number of days comprised therein and in an amount comparable to
the amount of its Eurocurrency Loan to be outstanding during such
Interest Period. "Telerate British Bankers Assoc. Interest Settlement
Rates Page"

shall mean the display designated as Page 3750 (or Page 3740 in
the case of French Francs, U.K. Pounds Sterling and Deutschemarks) on
the Telerate System Incorporated Service (or such other page as may
replace such page on such service for the purpose of displaying the
rates at which deposits in the applicable Currency are offered by
leading banks in the London interbank deposit market).

"Eurocurrency Loans": Loans the rate of interest applicable to
which is based upon the Eurocurrency Rate.

"Eurocurrency Rate": with respect to each day during each
Interest Period pertaining to a Eurocurrency Loan, a rate per annum
determined for such day in accordance with the following formula
(rounded upward to the nearest 1/100th of 1%):

Eurocurrency Base Rate
----------------------------------------
1.00 - Eurocurrency Reserve Requirements

"Eurocurrency Reserve Requirements": for any day as applied to
a Eurocurrency Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on
such day (including, without limitation, basic, supplemental, marginal
and emergency reserves under any regulations of the Board or other
Governmental Authority having jurisdiction with respect thereto)
dealing with reserve requirements prescribed for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D
of such Board) maintained by a member bank of such System.

"European Swing Line Administrator": Dresdner Bank AG.

"Event of Default": any of the events specified in Section 9,
provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"Excess Cash Flow": with respect to any fiscal year of the
Borrower and its Subsidiaries, on a consolidated basis, an amount
equal to (a) Net Income for such fiscal year, plus (b) amortization
and depreciation for such fiscal year, plus (c) extraordinary or
non-recurring losses for such fiscal year, minus (d) extraordinary or
non-recurring gains for such fiscal year, minus (e) Capital
Expenditures made in accordance with subsection 8.9 during such fiscal
year, minus (f) payments of principal on Indebtedness resulting in a
permanent reduction of such Indebtedness made during such fiscal year,
minus (g) amounts arising from sales of assets permitted by subsection
8.6 during such fiscal year to the extent included in Net Income and
paid to the Lenders as a mandatory prepayment pursuant to subsection
4.3(c), minus (h) Investments made in accordance with subsections 8.10
(c) and (g) during such fiscal year, minus (i) plant closing and
restructuring costs and charges during such fiscal year, minus (j)
pension plan expense to the extent not reducing Net Income for such
fiscal year, minus (k) increases in Working Capital for such fiscal
year, plus (l) decreases in Working Capital for such fiscal year in
excess of $25,000,000.

"Exchange Act": the Securities Exchange Act of 1934, as
amended from time to time.

"Exchange Rate": with respect to any currency other than
Dollars on any date, the rate at which such currency may be exchanged
into Dollars, as set forth on such date on the relevant FWDS Series
Reuters currency page at or about 11:00 A.M. New York City time on
such date. In the event that such rate does not appear on any such
Reuters page, the "Exchange Rate" with respect to such currency shall
be determined by reference to such other publicly available service
for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Borrower or, in the absence of such
agreement, such "Exchange Rate" shall instead be the Administrative
Agent's spot rate of exchange in the interbank market where its
currency exchange operations in respect of such currency are then
being conducted, at or about 10:00 A.M. local time at such date for
the purchase of Dollars with such currency for delivery two Business
Days later; provided that if at the time of any such determination no
such spot rate can reasonably be quoted, the Administrative Agent may
use any reasonable method (including obtaining quotes from three or
more market makers for such currency) as it deems appropriate to
determine such rate and such determination shall be conclusive absent
manifest error (without prejudice to the determination of the
reasonableness of such method).

"Exposure": as defined in subsection 4.14(c).

"Federal Funds Rate": for any particular date, an interest
rate per annum equal to the interest rate (rounded upwards, if
necessary, to the nearest 1/16th of 1%) offered in the interbank
market to the Administrative Agent as the overnight Federal Funds Rate
at or about 10:00 A.M. New York City time on such day (or if such day
is not a Business Day, for the next preceding Business Day).

"Fee Mortgages": the Fee Mortgages executed and delivered by
the Borrower and certain Domestic Subsidiaries, substantially in the
form of Exhibit B-2 to the Prior Credit Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

"Financing Lease": any lease of property, real or personal,
the obligations of the lessee in respect of which are required in
accordance with GAAP to be capitalized on a balance sheet of the
lessee.

"Fixed Charge Coverage Ratio": as of the end of each fiscal
quarter of the Borrower, for the twelve month period ending on such
date, with respect to the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) EBITDA for the applicable period
(after giving effect to the Interim Adjustments for the calculations
occurring as of October 31, 1997, January 31, 1998 and April 30,
1998), minus an amount equal to the Capital Expenditures for the
applicable period (after giving effect to the Interim Adjustments for
the calculations occurring on October 31, 1997, January 31, 1998 and
April 30, 1998) (less, in the case of the twelve month periods

ending on October 31, 1997 and January 31, 1998, $23,000,000
(which amounts relate to Capital Expenditures expected to be made in
connection with the Ford Ranger program)) to (b) the sum of (i) cash
Interest Expense for the applicable period (after giving effect to the
Interim Adjustments for the calculations occurring on October 31,
1997, January 31, 1998 and April 30, 1998), plus (ii) scheduled
payments of principal on the Term Loans for the applicable period.

"Foreign Currency Letters of Credit": at any time, all Letters
of Credit then denominated in an Available Foreign Currency.

"Foreign Currency Revolving Credit Loans": at any time, all
Revolving Credit Loans then denominated in an Available Foreign
Currency.

"Foreign Currency Subfacility Amount": $80,000,000 or, if less,
the aggregate amount of the Revolving Credit Commitments then in
effect.

"Foreign Currency Sublimit Outstandings": at any time, the
sum, without duplication, of the Dollar Equivalent Amount of (a) the
aggregate then outstanding principal amount of Foreign Currency
Revolving Credit Loans, (b) the aggregate then outstanding amount of
L/C Obligations in respect of Foreign Currency Letters of Credit and
(c) the aggregate then outstanding principal amount of Non-Dollar
Indebtedness incurred pursuant to subsection 8.2A(d).

"Foreign Currency Swing Line Commitment": as defined in
subsection 2.6(b).

"Foreign Currency Swing Line Lender": the European Swing Line
Administrator and any other Lender (including CIBC) that, with the
consent of the Borrower and the Administrative Agent, agrees to make
Foreign Currency Swing Line Loans hereunder, in its capacity as a
provider of such Foreign Currency Swing Line Loans.

"Foreign Currency Swing Line Loans": as defined in subsection
2.6(b).

"Foreign Currency Swing Line Subfacility": $15,000,000.

"Foreign Stock Pledge Agreements": collectively, the (a) each
of the Stock Pledge Agreements executed and delivered by the Borrower
and certain of its Domestic Subsidiaries in connection with the Prior
Credit Agreement, and (b) each of the Stock Pledge Agreements, in form
and substance reasonably satisfactory to the Administrative Agent,
pursuant to which 65% of the Capital Stock of HWI Sub and
approximately 35% of the Capital Stock of Autokola shall be pledged as
collateral security to secure the obligations and liabilities of the
Borrower hereunder and under any of the other Loan Documents, as the
same may be amended, supplemented or otherwise modified from time to
time.

"Foreign Subsidiary": any Subsidiary organized under the laws
of any jurisdiction outside the United States.

"GAAP": generally accepted accounting principles in the United
States consistent with those utilized in preparing the audited
financial statements referred to in subsection 5.1; provided that for
purposes of subsection 7.1 GAAP shall mean generally accepted
accounting principles in the United States as in effect at the time of
the applicable financial statements.

"Global Assignment and Acceptance": as defined in subsection
11.18.

"Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity (including,
without limitation, any central bank) exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government. For purposes of subsections 4.9, 4.10 and
11.15, the term "Governmental Authority" shall be deemed to include,
without limitation, the National Association of Insurance
Commissioners.

"Guarantee": as defined in the definition of "Guarantor."

"Guarantee and Collateral Agreement": the Amended and Restated
Guarantee and Collateral Agreement to be executed and delivered by the
Borrower and each of its material Domestic Subsidiaries, substantially
in the form of Exhibit B-1, as the same may be amended, supplemented
or otherwise modified from time to time.

"Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another
Person (including, without limitation, any bank under any letter of
credit) to induce the creation of which the guaranteeing person has
issued a reimbursement, counterindemnity or similar obligation, in
either case guaranteeing or in effect guaranteeing any Indebtedness,
leases, dividends or other obligations (the "primary obligations") of
any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation
of the guaranteeing person, whether or not contingent, (i) to purchase
any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for
the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of
any such primary obligation against loss in respect thereof; provided
that the term Guarantee Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the
stated or determinable amount of the primary obligation in respect of
which such Guarantee Obligation is

made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying
such Guarantee Obligation, unless such primary obligation and the
maximum amount for which such guaranteeing person may be liable are
not stated or determinable, in which case the amount of such Guarantee
Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Borrower
in good faith.

"Guarantor": any Person which is now or hereafter a party to
(a) the Guarantee and Collateral Agreement or (b) any other guarantee
(a "Guarantee") hereafter delivered to the Administrative Agent
guaranteeing the obligations and liabilities of each of the Loan
Parties hereunder or under any other Loan Documents, including,
without limitation, any guarantee delivered pursuant to subsection
7.10.

"High-Yield Indebtedness": as defined in the recitals hereto.

"High-Yield Indebtedness Indenture": the Indenture to be dated
as of the Closing Date between the Borrower and The Bank of New York,
as trustee, pursuant to which the High-Yield Indebtedness shall be
issued, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with subsection 8.11.

"HWI Sub": HL Holding Germany GmbH, a limited liability
company under the laws of the Federal Republic of Germany.

"IKB": IKB Deutsche Industriebank.

"Indebtedness": at any date, an amount equal to (a) all
indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (b) any other indebtedness of
such Person which is evidenced by a note, bond, debenture or similar
instrument, (c) all obligations of such Person under Financing Leases,
(d) all obligations of such Person in respect of acceptances issued or
created for the account of such Person, (e) for purposes of subsection
8.2 and Section 9(e), all obligations of such Person in respect of
interest rate protection agreements, interest rate futures, interest
rate options, interest rate caps and any other interest rate,
currency, commodity or other hedging arrangement and (f) all
liabilities of another Person secured by any Lien on any property
owned by such Person whether or not such Person has assumed or
otherwise become liable for the payment thereof.

"Insolvency": with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section
4245 of ERISA.

"Insolvent": pertaining to a condition of Insolvency.

"Interest Coverage Ratio": as of the end of each fiscal
quarter of the Borrower for the twelve month period ending on such
date, with respect to the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) EBITDA for the applicable period
to (b) cash Interest Expense for the applicable period (in each case,
after giving effect to the Interim Adjustments for the calculations
occurring as of October 31, 1997, January 31, 1998 and April 30,
1998).

"Interest Expense": for any period and without duplication,
with respect to the Borrower and its Subsidiaries on a consolidated
basis, (a) the aggregate amount of interest which would be set forth
opposite the caption "interest expense" or any like caption on an
income statement for the Borrower and its Subsidiaries on a
consolidated basis, determined in accordance with GAAP, for such
period plus, to the extent not included in such interest, (i) imputed
interest included in Financing Leases for such period, (ii) all
commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing permitted by
subsection 8.2 for such period; (iii) the net payments made in
connection with Interest Rate Protection Agreements for such period,
(iv) the interest portion of any deferred payment obligation for such
period, (v) amortization of discount or premium, if any, for such
period, (vi) all other non-cash interest expense (other than interest
amortized to cost of sales) for such period, (vii) all net capitalized
interest for such period and (viii) all interest paid under any
Guarantee Obligation, minus (b) net payments received in connection
with Interest Rate Protection Agreements for such period, minus (c)
amortization of deferred financing costs and expenses for such period.

"Interest Payment Date": (a) as to any ABR Loan, the last day
of each April, July, October and January, (b) as to any Eurocurrency
Loan having an Interest Period of three months or less, the last day
of such Interest Period, and (c) as to any Eurocurrency Loan having an
Interest Period longer than three months each day which is three
months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period.

"Interest Period": with respect to any Eurocurrency Loan:

(i) initially, the period commencing on the borrowing
or conversion date, as the case may be, with respect to such
Eurocurrency Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its notice of
borrowing or notice of conversion, as the case may be, given
with respect thereto; and

(ii) thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such
Eurocurrency Loan and ending one, two, three or six months
thereafter, as selected by the Borrower by irrevocable notice
to the Administrative Agent not less than three Business Days
prior to the last day of the then current Interest Period with
respect thereto;

provided that all of the foregoing provisions relating
to Interest Periods are subject to the following:

(1) if any Interest Period pertaining to a
Eurocurrency Loan would otherwise end on a day that is not a
Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless the result of such
extension would be to carry such Interest Period into
another calendar month in which event such Interest Period
shall end on the immediately preceding Business Day;

(2) any Interest Period that would otherwise extend
beyond (a) the Revolving Credit Commitment Termination Date
(in the case of Revolving Credit Loans) shall end on the
Revolving Credit Commitment Termination Date, (b) the
Tranche A Maturity Date (in the case of the Tranche A Term
Loans) shall end on the Tranche A Maturity Date, (c) the
Tranche B Maturity Date (in the case of the Tranche B Term
Loans) shall end on the Tranche B Maturity Date, or (d) the
Tranche C Maturity Date (in the case of the Tranche C Term
Loans) shall end on the Tranche C Maturity Date;

(3) any Interest Period pertaining to a Eurocurrency
Loan that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of a
calendar month; and

(4) the Borrower shall select Interest Periods so as
not to require a payment or prepayment of any Eurocurrency
Loan during an Interest Period for such Loan.

"Interest Rate Protection Agreement": any interest rate
protection agreement, interest rate future, interest rate option,
interest rate cap or collar or other interest rate hedge arrangement,
to or under which the Borrower or any of its Subsidiaries is a party
or a beneficiary on the Closing Date or becomes a party or a
beneficiary after the Closing Date.

"Interim Adjustments": for the first three full fiscal
quarters of the Borrower following the Closing Date (or, in the case
of the Leverage Ratio, the third full fiscal quarter of the Borrower
following the Closing Date), the Fixed Charge Coverage Ratio, the
Interest Coverage Ratio and the Leverage Ratio shall be calculated
using the adjustments and assumptions set forth below:

(a) for the three full fiscal quarters ending on
October 31, 1997, January 31, 1998 and April 30, 1998, Interest
Expense for the twelve month period for which the Fixed Charge
Coverage Ratio and the Interest Coverage Ratio are being
calculated shall be deemed to be the result obtained by
multiplying (i) the actual Interest Expense for the period from
the Closing Date through the last day of such fiscal quarter
times (ii) a ratio equal to (x) 365

divided by (y) the number of days elapsed from the Closing Date
until the last day of such fiscal quarter;

(b) for the fiscal quarter ending on July 31, 1998 and each
fiscal quarter thereafter, Interest Expense shall be the actual
Interest Expense for the twelve month period ending on such date;

(c) for the three full fiscal quarters ending on October 31,
1997, January 31, 1998 and April 30, 1998 (or, in the case of the
Leverage Ratio or the Pro-Forma Leverage Ratio, the full fiscal
quarter ending on April 30, 0000), XXXXXX and Capital
Expenditures for the twelve month period for which the Fixed
Charge Coverage Ratio and (in the case of EBITDA only) the
Interest Coverage Ratio and the Leverage Ratio are being
calculated shall be the actual EBITDA and Capital Expenditures of
the Borrower and Lemmerz on a pro forma basis as if the
Acquisition had been consummated on the first day of such period;
and

(d) for the fiscal quarter ending on July 31, 1998 and each
fiscal quarter thereafter, EBITDA and Capital Expenditures shall
be the actual EBITDA and Capital Expenditures for the twelve
month period ending on such date.

"Investment": as defined in subsection 8.10.

"Issuing Lender": CIBC or any of its affiliates, and any other
Lender appointed by the Borrower and CIBC, with the consent of such
Lender, in its capacity as issuer of Letters of Credit hereunder.

"JLL": Xxxxxx Xxxxxxxxxx & Xxxx Fund II, L.P., a Delaware
limited partnership, or any other fund controlled by Xxxxxx,
Xxxxxxxxxx & Xxxx.

"L/C Commitment": $100,000,000.

"L/C Fee Payment Date": the last day of each April, July,
October and January.

"L/C Obligations": at any date, the sum of (a) the aggregate
amount then available to be drawn under all outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of
Credit which have not then been reimbursed by the Borrower pursuant to
subsection 3.5.

"L/C Participants": with respect to any Letter of Credit,
collectively, all the Revolving Credit Lenders other than the Issuing
Lender with respect thereto.

"L/C Participating Interest": with respect to any Letter of
Credit (a) in the case of the Issuing Lender with respect thereto, its
interest in such Letter of Credit and any

Letter of Credit Application relating thereto after giving
effect to the granting of participating interests therein, if any,
pursuant hereto and (b) in the case of each L/C Participant, its
undivided participating interest in such Letter of Credit and any
Letter of Credit Application relating thereto.

"Lease Expense": for any period, the aggregate amount of fixed
and contingent rentals payable by the Borrower and its Subsidiaries
for such period, determined on a consolidated basis in accordance with
GAAP, with respect to leases (other than Financing Leases) of real and
personal property.

"Leasehold Mortgages": the Leasehold Mortgages executed and
delivered by the Borrower and certain Domestic Subsidiaries of the
Borrower, substantially in the form of Exhibit B-3 to the Prior Credit
Agreement, as the same may be amended, supplemented or otherwise
modified from time to time.

"Lemmerz": as defined in the recitals hereto.

"Lemmerz Shareholders": Xxxxxxxx Xxxxxxx, Xxxx Xxxxxx-Presol,
Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxxx-Xxxxxxx.

"Lenders": as defined in the preamble hereto and including,
without limitation, the Dollar Swing Line Lender, the Foreign Currency
Swing Line Lenders and each Issuing Lender.

"Letters of Credit": as defined in subsection 3.1.

"Letter of Credit Application": an application in such form as
the applicable Issuing Lender may specify from time to time requesting
such Issuing Lender to open a Letter of Credit.

"Leverage Ratio": as of the end of each fiscal quarter of the
Borrower, with respect to the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) Total Indebtedness on such date
to (b) EBITDA for the twelve month period ending on such date (after
giving effect to the Interim Adjustments for the calculations
occurring as of April 30, 1998).

"Lien": any mortgage, pledge, hypothecation, deposit
arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title
retention agreement and any Financing Lease having substantially the
same economic effect as any of the foregoing).

"Loan": any loan made by any Lender pursuant to this
Agreement.

"Loan Documents": this Agreement, any Notes, any Letter of
Credit Applications, any Letters of Credit, the Security Documents and
any Guarantees.

"Loan Parties": the Borrower and each Subsidiary which is a
party to a Loan Document, individually, a "Loan Party".

"London Banking Day": any day on which banks in London are open
for general banking business, including dealings in foreign currency
and exchange.

"Majority Lenders": at any time, Lenders the Commitment
Percentages of which aggregate more than 50%.

"Majority Revolving Credit Lenders": Revolving Credit Lenders
the Revolving Credit Commitment Percentages of which aggregate more
than 50%.

"Managing Agents": collectively, the Administrative Agent and
the Documentation Agent.

"Material Adverse Effect": a material adverse effect on (a)
the business, operations, property, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole or
(b) the validity or enforceability of this Agreement or any of the
other Loan Documents or the rights or remedies of the Administrative
Agent or the Lenders hereunder or thereunder.

"Materials of Environmental Concern": any gasoline or
petroleum (including crude oil or any fraction thereof) or petroleum
products, polychlorinated biphenyls, urea-formaldehyde insulation,
asbestos or asbestos-containing materials, pollutants, contaminants,
radioactivity, and any other substances of any kind, whether or not
any such substance is defined as hazardous or toxic under any
Environmental Law, that is regulated pursuant to or could give rise to
liability under any Environmental Law.

"Xxxxxxx Xxxxx": Xxxxxxx Xxxxx Capital Corporation.

"Xxxxx'x": as defined in the definition of "Cash Equivalents."

"Mortgages": collectively, the Fee Mortgages and the Leasehold
Mortgages.

"Motor Wheel": Motor Wheel Corporation, an Ohio corporation,
and a Subsidiary of the Borrower.

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

"Net Cash Proceeds": (a) with respect to any sale or other
disposition of assets by the Borrower or any of its Subsidiaries, the
net amount equal to the aggregate amount received in cash (including
any cash received by way of deferred payment

pursuant to a note receivable, other non-cash consideration or
otherwise, but only as and when such cash is so received) minus the
sum of (i) the reasonable fees, commissions and other out-of-pocket
expenses incurred by the Borrower or such Subsidiary in connection
with such sale or other disposition, (ii) federal, state and local
taxes incurred in connection with such sale or other disposition,
whether payable at such time or thereafter and (iii) in the case of
any such sale or other disposition of assets subject to a Lien
securing any Indebtedness (which Lien and Indebtedness are permitted
by this Agreement), any amounts required to be repaid by the Borrower
or such Subsidiary in respect of such Indebtedness (other than
Indebtedness under this Agreement and any Notes) in connection with
such sale or other disposition; and

(b) with respect to any issuance, sale or other disposition of
any debt security by the Borrower or any of its Subsidiaries (other
than to the Borrower or any of its Subsidiaries), the net amount equal
to the aggregate amount received in cash in connection with such
issuance, sale or other disposition minus the sum of (i) the
reasonable fees, commissions and other out-of-pocket expenses incurred
by the Borrower or such Subsidiary in connection with such issuance,
sale or other disposition and (ii) federal, state and local taxes
incurred in connection with such issuance, sale or other disposition,
whether payable at such time or thereafter.

"Net Income": for any period, the aggregate of the net income
of the Borrower and its Subsidiaries for such period on a consolidated
basis, determined in accordance with GAAP, for such period; provided
that there shall be excluded from Net Income (a) the net income of a
Person whose net income is not consolidated with the Borrower's under
GAAP (other than the amount of dividends and other distributions paid
or made by such Person to the Borrower or any of its Subsidiaries
during such period), (b) the net income of any Person for such period
acquired in a pooling of interests transaction for any period prior to
the date of such acquisition, (c) any net gain or loss for such period
(net of the related tax effect thereof) resulting from any sale or
other disposition of assets or any sale or other disposition of any
Capital Stock of any Person by the Borrower or any of its
Subsidiaries, in each case, other than in the ordinary course of
business and permitted by subsection 8.6, (d) extraordinary gains and
losses for such period (net of the related tax effect thereof), (e)
non-recurring gains and losses for such period (net of the related tax
effect thereof) and (f) cash returns on or on account of Investments
permitted under subsection 8.10(g); provided that there shall be added
back to Net Income non-cash restructuring charges deducted in
calculating Net Income for such period.

"New Borrower Investors": JLL, CIBC WG Argosy Merchant Fund 2,
L.L.C., TSG Capital Fund II, L.P., Nomura Holding America, Inc., Chase
Equity Associates, L.P., the Lemmerz Shareholders and their respective
Affiliates.

"Non-Dollar Indebtedness": at any time, all Indebtedness of
the Borrower and its Subsidiaries then denominated in a currency other
than Dollars.

"Non-Excluded Taxes": as defined in subsection 4.11.

"Notes": collectively, the Revolving Credit Notes, the Swing
Line Note and the Term Notes, if any.

"Notice of Foreign Currency Swing Line Refunding": as defined
in subsection 2.6(e)(i).

"Participant": as defined in subsection 11.6(b).

"PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

"PBGC Agreement": the Xxxxx Wheels Int'l Inc. - PBGC Agreement
dated July 2, 1996 between the Borrower and the PBGC with respect to,
among other things, the funding levels of certain pension plans of the
Borrower and Motor Wheel.

"Permitted Hedging Arrangement": as defined in subsection
8.16.

"Person": an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or
other entity of whatever nature.

"Plan": at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

"Prior Credit Agreement": as defined in the recitals hereto.

"Pro-Forma Leverage Ratio": at the time of and after giving
effect to any Investment described in clause (y) of the proviso to
subsection 8.10(e), the ratio of (a) Total Indebtedness then
outstanding to (b) EBITDA for the four quarter period then most
recently ended for which financial statements shall have been
delivered to the Lenders pursuant to subsection 7.1(a) or (b) (after
giving effect, in the case of any calculations occurring as of April
30, 1998, to the Interim Adjustments and with EBITDA being calculated
on the assumption that such Investment had been completed on the first
day of such period).

"Purchase Agreement": the Purchase Agreement, dated as of June
6, 1997, among Xxxxx Wheels International, Inc., Cromodora Wheels
S.p.A., Lemmerz Holding GmbH and the Lemmerz Shareholders, as amended,
supplemented or otherwise modified from time to time.

"Refinancing": as defined in the recitals hereto.

"Refunded Dollar Swing Line Loans": as defined in subsection
2.6(d)(i).

"Register": as defined in subsection 11.6(d).

"Reimbursement Obligations": the obligation of the Borrower to
reimburse the Issuing Lenders pursuant to subsection 3.5 for amounts
drawn under Letters of Credit.

"Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of
Section 4241 of ERISA.

"Reportable Event": any of the events set forth in Section
4043 of ERISA, other than those events as to which the thirty day
notice period is waived under subsections .13, .14, .16, .18, .19 or
.20 of PBGC Reg. Section 2615.

"Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is
subject.

"Responsible Officer": the chief executive officer, the
president and the general counsel of the Borrower or, with respect to
financial matters, the chief financial officer and the treasurer of
the Borrower.

"Revolving Credit Commitment": as to any Revolving Credit
Lender, its obligation to make Revolving Credit Loans to, and/or make
or participate in Swing Line Loans made to, and/or issue or
participate in Letters of Credit issued on behalf of, the Borrower in
an aggregate amount not to exceed at any one time outstanding the
amount set forth under such Revolving Credit Lender's name in Schedule
A opposite the heading "Revolving Credit Commitment" or, in the case
of any Lender that is an Assignee, the amount of the assigning
Lender's Revolving Credit Commitment assigned to such Assignee
pursuant to subsection 11.6 (in each case as such amount may be
adjusted from time to time as provided herein).

"Revolving Credit Commitment Percentage": as to any Revolving
Credit Lender, the percentage of the aggregate Revolving Credit
Commitments constituted by its Revolving Credit Commitment (or, if the
Revolving Credit Commitments have terminated or expired, the
percentage which (i) the sum of the Dollar Equivalent Amount of (a)
such Lender's then outstanding Revolving Credit Loans plus (b) such
Lender's interests in the aggregate L/C Obligations and Swing Line
Loans then outstanding then constitutes of (ii) the sum of the Dollar
Equivalent Amount of (a) the aggregate Revolving Credit Loans of all
the Revolving Credit Lenders then outstanding plus (b) the aggregate
L/C Obligations and Swing Line Loans then outstanding).

"Revolving Credit Commitment Period": the period from and
including the Closing Date to but not including the Revolving Credit
Commitment Termination Date.

"Revolving Credit Commitment Termination Date": the earlier of
(a) July 31, 2003 or, if such date is not a Business Day, the Business
Day next preceding such date and (b) the date upon which the Revolving
Credit Commitments shall be terminated pursuant hereto.

"Revolving Credit Lender": any Lender having a Revolving
Credit Commitment or that holds outstanding Revolving Credit Loans or
L/C Participating Interests hereunder.

"Revolving Credit Loans": as defined in subsection 2.1.

"Revolving Credit Note": as defined in subsection 2.2.

"Securities Act": the Securities Act of 1933, as amended from
time to time.

"Security Documents": collectively, the Guarantee and
Collateral Agreement, the Foreign Stock Pledge Agreements, the
Copyright, Patent and Trademark Security Agreement, the Fee Mortgages
and the Leasehold Mortgages and all other security documents hereafter
delivered to the Administrative Agent granting a Lien on any asset or
assets of any Person to secure the obligations and liabilities of the
Borrower hereunder or under any of the other Loan Documents or to
secure any guarantee of any such obligations and liabilities,
including, without limitation, any security document delivered
pursuant to subsection 7.10.

"Seller Preferred Stock": as defined in the recitals hereto.

"Senior Subordinated Notes": the Senior Subordinated Notes due
2006 of the Borrower in an aggregate principal amount of $250,000,000
issued pursuant to the Senior Subordinated Notes Indenture, as the
same may be amended, supplemented or otherwise modified from time to
time in accordance with subsection 8.11.

"Senior Subordinated Notes Indenture": the Indenture dated as
of June 27, 1996 between the Borrower and First Trust National
Association as successor to Comerica Bank, as trustee, as the same may
be amended, supplemented or otherwise modified from time to time in
accordance with subsection 8.11.

"Single Employer Plan": any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

"Specified Assets": those assets specified in the letter,
dated June 30, 1997, from the Borrower to the Managing Agents and the
Lenders identifying certain assets of the Borrower and its
Subsidiaries which the Borrower proposes to sell.

"Specified Investments": those Investments specified in the
letter, dated June 30, 1997, from the Borrower to the Managing Agents
and the Lenders identifying

certain Investments proposed to be made by the Borrower and/or
one or more of its Subsidiaries .

"S&P": as defined in the definition of "Cash Equivalents."

"Subsidiary": as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or
other ownership interests having ordinary voting power (other than
stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such corporation, partnership
or other entity ("Voting Stock") are at the time owned, or the
management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless
otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Borrower.

"Swing Line Loans": collectively, Dollar Swing Line Loans and
Foreign Currency Swing Line Loans.

"Swing Line Note": as defined in subsection 2.6(c).

"Swing Line Lenders": collectively, the Dollar Swing Line
Lender and the Foreign Currency Swing Line Lenders.

"Term Loan": as defined in subsection 2.7.

"Term Loan Lenders": collectively, the Tranche A-1 Term Loan
Lenders, the Tranche A-2 Term Loan Lenders, the Tranche B Term Loan
Lenders and the Tranche C Term Loan Lenders.

"Term Note" and "Term Notes": as defined in subsection 2.11.

"Total Indebtedness": on any date, with respect to the
Borrower and its Subsidiaries on a consolidated basis, all
Indebtedness of the Borrower and its Subsidiaries on such date.

"Tranche": collectively, Eurocurrency Loans the then current
Interest Periods with respect to all of which begin on the same date
and end on the same later date (whether or not such Loans shall
originally have been made on the same day).

"Tranche A Maturity Date": July 31, 2003.

"Tranche A Term Loans": collectively, the Tranche A-1 Term
Loans and the Tranche A-2 Term Loans.

"Tranche A-1 Term Loan Commitment Percentage": as to any
Tranche A-1 Term Loan Lender, the percentage of the aggregate
outstanding Tranche A-1 Term Loans constituted by its Tranche A-1 Term
Loan.

"Tranche A-1 Term Loan Lender": any Lender that holds
outstanding Tranche A-1 Term Loans.

"Tranche A-1 Term Loan": as defined in subsection 2.7.

"Tranche A-1 Term Note": as defined in subsection 2.8(a).

"Tranche A-2 Term Loan Commitment": as to any Tranche A-2 Term
Loan Lender, its obligation to make a Tranche A-2 Term Loan to the
Borrower in Deutschemarks pursuant to subsection 2.7 in a Dollar
Equivalent Amount equal to the amount set forth opposite such Tranche
A-2 Term Loan Lender's name in Schedule A under the heading "Tranche
A-2 Term Loan Commitment", collectively, the "Tranche A-2 Term Loan
Commitments".

"Tranche A-2 Term Loan Commitment Percentage": as to any
Tranche A-2 Term Loan Lender, the percentage of the aggregate Tranche
A-2 Term Loan Commitments constituted by its Tranche A-2 Term Loan
Commitment or, following the Closing Date, the percentage of the
aggregate outstanding Tranche A-2 Term Loans constituted by its
Tranche A-2 Term Loan.

"Tranche A-2 Term Loan Lender": any Lender having a Tranche
A-2 Term Loan Commitment hereunder or that holds outstanding Tranche
A-2 Term Loans.

"Tranche A-2 Term Loan": as defined in subsection 2.7.

"Tranche A-2 Term Note": as defined in subsection 2.9(a).

"Tranche B Maturity Date": July 31, 2004.

"Tranche B Term Loan Commitment Percentage": as to any Tranche
B Term Loan Lender, the percentage of the aggregate outstanding
Tranche B Term Loans constituted by its Tranche B Term Loan.

"Tranche B Term Loan Lender": any Lender that holds
outstanding Tranche B Term Loans.

"Tranche B Term Loan": as defined in subsection 2.7.

"Tranche B Term Note": as defined in subsection 2.9(a).

"Tranche C Maturity Date": July 31, 2005.

"Tranche C Term Loan Commitment Percentage": as to any Tranche
C Term Loan Lender, the percentage of the aggregate outstanding
Tranche C Term Loans constituted by its Tranche C Term Loan.

"Tranche C Term Loan Lender": any Lender that holds
outstanding Tranche C Term Loans.

"Tranche C Term Loan": as defined in subsection 2.7.

"Tranche C Term Note": as defined in subsection 2.11(a).

"Transactions": collectively, the Acquisition, the
Refinancing, the issuance of the High Yield Indebtedness and the
Consent Solicitation.

"Transaction Documents": collectively, the Purchase Agreement,
the High-Yield Indebtedness Indenture and the other documents listed
on Schedule C executed in connection with the Transactions, as the
same may be amended, supplemented or otherwise modified from time to
time in accordance with subsection 8.11.

"Transferee": as defined in subsection 11.6(f).

"Type": as to any Loan, its nature as an ABR Loan or a
Eurocurrency Loan.

"Uniform Customs": the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be amended from time to time.

"United States": the United States of America.

"Wholly Owned Subsidiary": means any Subsidiary, all of the
outstanding voting securities (other than directors' qualifying shares
or shares held pursuant to similar requirements of law in respect of
Foreign Subsidiaries and other than shares of Lemmerz representing not
more than .01% of the voting securities thereof) of which are owned,
directly or indirectly, by the Borrower.

"Working Capital": on any date, with respect to the Borrower
and its Subsidiaries on a consolidated basis, the Current Assets
(other than cash and Cash Equivalents) of the Borrower and its
Subsidiaries on such date, minus the Current Liabilities (other than
the current portion of long term Indebtedness and short term
Indebtedness of Foreign Subsidiaries) of the Borrower and its
Subsidiaries on such date.

1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in any Notes, any other Loan Documents or any certificate or other
document made or delivered pursuant hereto.

(b) As used herein and in any Notes, any other Loan Documents
and any certificate or other document made or delivered pursuant hereto,
accounting terms relating to the Borrower and its Subsidiaries not defined in
subsection 1.1 and accounting terms partly defined in subsection 1.1, to the
extent not defined, shall have the respective meanings given to them under
GAAP.

(c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Revolving Credit Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make
revolving credit loans (each a "Revolving Credit Loan", collectively,
"Revolving Credit Loans") to the Borrower from time to time during the
Revolving Credit Commitment Period in Dollars and/or one or more Available
Foreign Currencies so long as after giving effect thereto (i) the Available
Revolving Credit Commitment of such Revolving Credit Lender would not be less
than zero, (ii) the Aggregate Revolving Credit Outstandings would not exceed
the aggregate amount of the Revolving Credit Commitments of all the Revolving
Credit Lenders, and (iii) the then Dollar Equivalent Amount of the Foreign
Currency Sublimit Outstandings would not exceed the Foreign Currency
Subfacility Amount. During the Revolving Credit Commitment Period, the
Borrower may use the Revolving Credit Commitments by borrowing, prepaying the
Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof, provided that (I) not more than
$150,000,000 in aggregate principal amount of the Revolving Credit Loans may be
borrowed on the Closing Date, and (II) the Aggregate Outstanding Revolving
Credit (other than in respect of the undrawn portion of any Letters of Credit)
at any time during any consecutive thirty day period during each fiscal year of
the Borrower (such thirty day period during each fiscal year to be selected by
the Borrower) may in no event exceed the Clean- Down Amount (as certified to
the Administrative Agent pursuant to subsection 7.2(b)(iv)).

(b) The Revolving Credit Loans may from time to time be (i)
Eurocurrency Loans, (ii) ABR Loans (in the case of Dollar Revolving Credit
Loans only) or (iii) a combination thereof, as determined by the Borrower and
notified to the Administrative Agent in accordance with subsections 2.3 and
4.4, provided that no Revolving Credit Loan shall be made as a Eurocurrency Loan
after the day that is one month prior to the Revolving Credit Commitment
Termination Date.

2.2 Revolving Credit Notes. The Borrower agrees that, upon the
request to the Administrative Agent by any Revolving Credit Lender made on or
prior to the Closing

Date or in connection with any assignment pursuant to subsection 11.6, to
evidence such Lender's Dollar Revolving Credit Loans the Borrower will execute
and deliver to such Lender a promissory note substantially in the form of
Exhibit A-1, with appropriate insertions as to payee, date and principal amount
(each, as amended, supplemented, replaced or otherwise modified from time to
time, a "Revolving Credit Note"), payable to the order of such Lender and in a
principal amount equal to the lesser of (a) the amount set forth under such
Lender's name in Schedule A opposite the heading "Revolving Credit Commitment"
and (b) the aggregate unpaid principal amount of all Dollar Revolving Credit
Loans made by such Lender to such Borrower. Each Revolving Credit Note shall
(x) be dated the Closing Date, (y) be stated to mature on the Revolving Credit
Commitment Termination Date and (z) provide for the payment of interest in
accordance with subsection 4.1.

2.3 Procedure for Revolving Credit Borrowing. The Borrower may borrow
under the Revolving Credit Commitments during the Revolving Credit Commitment
Period on any Business Day, provided that the Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 11:00 A.M., New York City time, (a) four Business
Days (or three Business Days if the Revolving Credit Loans requested are to be
denominated in Dollars) prior to the requested Borrowing Date, if all or any
part of the requested Revolving Credit Loans are to be initially Eurocurrency
Loans or (b) on the requested Borrowing Date, otherwise), specifying (i) the
amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the
borrowing is to be of Eurocurrency Loans, ABR Loans or a combination thereof,
(iv) the applicable Currency and (v) if the borrowing is to be entirely or
partly of Eurocurrency Loans, the respective amount of such Type of Loan and
the respective length of the initial Interest Period therefor. Each borrowing
under the Revolving Credit Commitments shall be in an amount equal to (x) in
the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 in excess
thereof (or, if the aggregate Available Revolving Credit Commitments then in
effect are less than $1,000,000, such lesser amount) and (y) in the case of
Eurocurrency Loans, the Dollar Equivalent Amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Upon receipt of any such notice from
the Borrower, the Administrative Agent shall promptly notify each Revolving
Credit Lender thereof. Each Revolving Credit Lender will make the amount of
its pro rata share of each borrowing available to the Administrative Agent for
the account of the Borrower at the office of the Administrative Agent specified
from time to time by the Administrative Agent prior to (i) in the case of
borrowings in Dollars, 1:00 P.M., New York City time or (ii) in the case of
borrowings in Available Foreign Currencies, 10:00 A.M., New York City time, on
the Borrowing Date requested by the Borrower in the requested Currency in funds
immediately available to the Administrative Agent. Such borrowing will then be
made available to the Borrower by the Administrative Agent crediting the
account of the Borrower as previously specified in writing by the Borrower to
the Administrative Agent with the aggregate of the amounts made available to
the Administrative Agent by the Revolving Credit Lenders and in like funds as
received by the Administrative Agent.

2.4 Commitment Fees; Other Fees. (a) The Borrower agrees to pay to
the Administrative Agent, for the account of each Revolving Credit Lender, a
commitment fee for the period from and including the first day of the Revolving
Credit Commitment Period to the Revolving Credit Commitment Termination Date,
computed at the Applicable Commitment

Fee Rate on the average daily amount of the Available Revolving Credit
Commitment of such Lender during the period for which payment is made, payable
quarterly in arrears on the last day of each April, July, October and January
and on the Revolving Credit Commitment Termination Date, commencing on the
first of such days to occur after the Closing Date.

(b) The Borrower shall pay to CIBC, Xxxxxxx Xxxxx and the
Lenders the amounts set forth in the Fee Letters dated May 21, 1997 among CIBC,
Xxxxxxx Xxxxx and the Borrower on the dates set forth therein.

2.5 Termination or Reduction of Revolving Credit Commitments. (a)
The Borrower shall have the right, upon not less than three Business Days'
notice to the Administrative Agent (which will promptly notify the Lenders
thereof), to terminate the Revolving Credit Commitments or, from time to time,
to reduce the amount of the Revolving Credit Commitments; provided that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayments of the Revolving Credit Loans and Swing Line Loans made on
the effective date thereof, (i) the Available Revolving Credit Commitment of
each Revolving Credit Lender would be less than zero, (ii) the Aggregate
Revolving Credit Outstandings would exceed the aggregate amount of the
Revolving Credit Commitments of all the Revolving Credit Lenders or (iii) the
then Dollar Equivalent Amount of the Foreign Currency Sublimit Outstandings
would exceed the Foreign Currency Subfacility Amount. Any such reduction shall
be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess
thereof and shall reduce permanently the Revolving Credit Commitments then in
effect.

(b) The Revolving Credit Commitments shall be automatically
reduced in connection with any reductions of the Revolving Credit Commitments
in accordance with subsection 4.3(e). Any such reduction shall reduce
permanently the Revolving Credit Commitments then in effect.

2.6 Swing Line Commitments. (a) Subject to the terms and conditions
hereof, the Dollar Swing Line Lender agrees to make swing line loans
denominated in Dollars ("Dollar Swing Line Loans") to the Borrower from time to
time during the Revolving Credit Commitment Period in an aggregate principal
amount at any one time outstanding, when added to the Dollar Equivalent Amount
of then outstanding Foreign Currency Swing Line Loans provided for (and as
calculated in) subsection 2.6(b), not to exceed the Dollar Swing Line
Commitment, provided that no Dollar Swing Line Loan shall be required to be
made hereunder unless, after giving effect thereto, (i) the Available Revolving
Credit Commitment of each Revolving Credit Lender would not be less than zero
and (ii) the Aggregate Revolving Credit Outstandings would not exceed the
aggregate amount of the Revolving Credit Commitments of all the Revolving
Credit Lenders. Amounts borrowed by the Borrower under this subsection 2.6(a)
may be repaid and, through but excluding the Revolving Credit Commitment
Termination Date, reborrowed. All Dollar Swing Line Loans shall be made as ABR
Loans and shall not be entitled to be converted into Eurocurrency Loans. The
Borrower shall give the Dollar Swing Line Lender irrevocable notice (which
notice must be received by the Dollar Swing Line Lender prior to 12:00 Noon,
New York City time) on the requested Borrowing Date specifying the amount of
the requested Dollar

Swing Line Loan which shall be in an amount equal to $500,000 or a whole
multiple of $100,000 in excess thereof. The proceeds of each Dollar Swing Line
Loan will be made available on the date requested by the Dollar Swing Line
Lender to the Borrower by crediting the account of the Borrower as specified in
writing by the Borrower to the Administrative Agent with such proceeds in
Dollars.

(b) The Borrower may, subject to the terms and conditions of this
Agreement, borrow swing line loans denominated in Available Foreign Currencies
("Foreign Currency Swing Line Loans") from any Foreign Currency Swing Line
Lender from time to time during the Revolving Credit Commitment Period upon the
extension of a Foreign Currency Swing Line Commitment (as hereafter defined) on
such terms and conditions as may be agreed to by the Borrower and such Foreign
Currency Swing Line Lender, including, but not limited to, the applicable
Available Foreign Currency, the procedures for the Foreign Currency Swing Line
Lender to make the proceeds of such Foreign Currency Swing Line Loans available
to the Borrower (including, without limitation, the lending installation from
which such Foreign Currency Swing Line Loan is to be made), the applicable
interest rate, the manner of calculation of the applicable interest rate, the
maximum aggregate principal Dollar Equivalent Amount of Foreign Currency Swing
Line Loans that such Foreign Currency Swing Line Lender shall commit to lend to
the Borrower in such Available Foreign Currency (such amount, a "Foreign
Currency Swing Line Commitment") and the duration of such Foreign Currency
Swing Line Commitment, provided that such terms and conditions shall not be
inconsistent with the limitations on Foreign Currency Swing Line Commitments
and Foreign Currency Swing Line Loans set forth in this subsection and
elsewhere in this Agreement. No loan made under a Foreign Currency Swing Line
Commitment shall be treated as a Foreign Currency Swing Line Loan for purposes
of this Agreement and the other Loan Documents, including, but not limited to,
for the purposes of entitling such loans to the benefits of subsection 2.6(e),
unless and until the Borrower and the applicable Foreign Currency Swing Line
Lender shall have informed the Administrative Agent in writing of the Dollar
Equivalent Amount of the Foreign Currency Swing Line Commitment of such Foreign
Currency Swing Line Lender and all other terms and conditions thereof. At any
time, and from time to time thereafter, subject to the terms and conditions of
this Agreement, the Borrower may borrow Foreign Currency Swing Line Loans from
such Foreign Currency Swing Line Lender in an amount equal to the then unused
amount of the Foreign Currency Swing Line Commitment of such Foreign Currency
Swing Line Lender. Anything in this Agreement to the contrary notwithstanding,
in any determination of the aggregate amount of outstanding Foreign Currency
Swing Line Loans at any time for all purposes of this Agreement and the other
Loan Documents (excluding any determinations of the unused amount of any
Foreign Currency Swing Line Commitment for purposes of the preceding sentence),
the full Dollar Equivalent Amount (calculated in each case on the date such
Foreign Currency Swing Line Commitment is originally extended) of each Foreign
Currency Swing Line Commitment of each Foreign Currency Swing Line Lender
(other than CIBC) shall be deemed to be outstanding as Foreign Currency Swing
Line Loans, whether borrowed or not borrowed, and only the aggregate principal
Dollar Equivalent Amount of the then outstanding Foreign Currency Swing Line
Loans made by CIBC shall be included in such determination; provided, further,
that at no time shall any Foreign Currency Swing Line Loan Commitment be
extended, or Foreign Currency Swing Line Loan be made, by a Foreign Currency
Swing Line

Lender or accepted by the Borrower if, after giving effect thereto, (i) the
aggregate Dollar Equivalent Amount (calculated, in the case of each Foreign
Currency Swing Line Commitment, on the date such Foreign Swing Line Commitment
is originally extended) of the Foreign Currency Swing Line Loans and of the
Foreign Currency Swing Line Commitments (as the case may be as provided for
above) of all the Foreign Currency Swing Line Lenders exceed the Foreign
Currency Swing Line Subfacility or (ii) the sum of (A) the aggregate principal
amount of the Dollar Swing Line Loans and (B) aggregate Dollar Equivalent
Amount (calculated, in the case of each Foreign Currency Swing Line Commitment,
on the date such Foreign Swing Line Commitment is originally extended) of the
Foreign Currency Swing Line Loans and the Foreign Currency Swing Line
Commitments (as the case may be as provided for above) exceed the Swing Line
Commitment and provided, further, however, that at no time shall any Foreign
Currency Swing Line Loan Commitment be extended, or Foreign Currency Swing Line
Loan be made, by a Foreign Currency Swing Line Lender or accepted by the
Borrower if, after giving effect thereto, (I) the Available Revolving Credit
Commitment of a Revolving Credit Lender would be less than zero or (II) the
Aggregate Revolving Credit Outstandings would exceed the aggregate amount of
the Revolving Credit Commitments of all the Revolving Credit Lenders.

(c) The Borrower agrees that, upon the request to the
Administrative Agent by the Dollar Swing Line Lender made on or prior to the
Closing Date or in connection with any assignment pursuant to subsection 11.6,
to evidence the Dollar Swing Line Loans the Borrower will execute and deliver
to the Dollar Swing Line Lender a promissory note substantially in the form of
Exhibit A-6, with appropriate insertions (as the same may be amended,
supplemented, replaced or otherwise modified from time to time, the "Swing Line
Note"), payable to the order of the Dollar Swing Line Lender and representing
the obligation of the Borrower to pay the amount of the Dollar Swing Line
Commitment or, if less, the unpaid principal amount of the Dollar Swing Line
Loans made to the Borrower by the Dollar Swing Line Lender, with interest
thereon as prescribed in subsection 4.1. The Swing Line Note shall (a) be
dated the Closing Date, (b) be stated to mature on the Revolving Credit
Commitment Termination Date and (c) provide for the payment of interest in
accordance with subsection 4.1.

(d) (i) The Dollar Swing Line Lender, at any time in its sole
and absolute discretion may, and, at any time as there shall be a Dollar Swing
Line Loan outstanding for more than seven Business Days, the Dollar Swing Line
Lender shall, on behalf of the Borrower (which hereby irrevocably directs and
authorizes the Dollar Swing Line Lender to act on its behalf), request each
Revolving Credit Lender, including the Swing Line Lenders, to make a Revolving
Credit Loan as an ABR Loan in Dollars in an amount equal to such Revolving
Credit Lender's Revolving Credit Commitment Percentage of the principal amount
of all of the Dollar Swing Line Loans (the "Refunded Dollar Swing Line Loans")
outstanding on the date such notice is given; provided that the provisions of
this subsection shall not affect the obligations of the Borrower to prepay
Dollar Swing Line Loans in accordance with the provisions of subsection 4.2.
Unless the Revolving Credit Commitments shall have expired or terminated for
any reason, including but not limited to, the occurrence of any of the events
described in paragraph (f) of Section 9 hereto with respect to the Borrower (in
which event the procedures of paragraph (d)(ii) of this subsection 2.6 shall
apply), and

without regard to whether the conditions precedent in subsection 6.2 are
satisfied, each Revolving Credit Lender will make the proceeds of its Revolving
Credit Loan available to the Administrative Agent for the account of the Dollar
Swing Line Lender at the office of the Administrative Agent specified by the
Administrative Agent prior to 12:00 Noon, New York City time, in funds
immediately available on the Business Day next succeeding the date such notice
is given. The proceeds of such Revolving Credit Loans shall be immediately
applied to repay the Refunded Dollar Swing Line Loans.

(ii) If the Revolving Credit Commitments shall expire
or terminate (for any reason, including but not limited to the occurrence of
any of the events described in paragraph (f) of Section 9 hereto with respect
to the Borrower) at any time while Dollar Swing Line Loans are outstanding,
each Revolving Credit Lender shall, at the option of the Dollar Swing Line
Lender exercised reasonably, either (i) notwithstanding the expiration or
termination of the Revolving Credit Commitments and without regard to whether
the conditions precedent in subsection 6.2 are satisfied, make a Revolving
Credit Loan as an ABR Loan (which Revolving Credit Loan shall be deemed a
"Revolving Credit Loan" for all purposes of this Agreement and the other Loan
Documents) or (ii) purchase an undivided participating interest in such Dollar
Swing Line Loans, in either case, in an amount equal to such Revolving Credit
Lender's Revolving Credit Commitment Percentage determined on the date of, and
immediately prior to, expiration or termination of the Revolving Credit
Commitments of the aggregate principal amount of such Dollar Swing Line Loans.
Each Revolving Credit Lender will make the proceeds of any Revolving Credit
Loan made pursuant to the immediately preceding sentence available to the
Administrative Agent for the account of the Dollar Swing Line Lender at the
office of the Administrative Agent specified by the Administrative Agent
prior to 12:00 Noon, New York City time, in funds immediately available on the
Business Day next succeeding the date on which the Revolving Credit Commitments
expire or terminate. The proceeds of such Revolving Credit Loans shall be
immediately applied to repay the Dollar Swing Line Loans outstanding on the
date of termination or expiration of the Revolving Credit Commitments. In the
event that the Revolving Credit Lenders purchase undivided participating
interests pursuant to the first sentence of this paragraph (d)(ii), each
Revolving Credit Lender shall immediately transfer to the Dollar Swing Line
Lender, in immediately available funds, the amount of its participation.

(iii) Whenever, at any time after the Dollar Swing
Line Lender has received from any Revolving Credit Lender such Revolving Credit
Lender's participating interest in a Dollar Swing Line Loan and the Dollar
Swing Line Lender receives any payment on account thereof, the Dollar Swing
Line Lender will distribute to such Revolving Credit Lender its participating
interest in such amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Revolving Credit
Lender's participating interest was outstanding and funded); provided that in
the event that such payment received by the Dollar Swing Line Lender is
required to be returned such Revolving Credit Lender will return to the Dollar
Swing Line Lender any portion thereof previously distributed by the Dollar
Swing Line Lender to it.

(e) (i) Subject to the provisions of the second sentence of
subsection 2.6(b), if any Event of Default shall occur and be continuing, any
Foreign Currency Swing Line Lender

may, in its sole and absolute discretion, direct that the Foreign Currency
Swing Line Loans owing to it be refunded, by delivering a notice (with such
detail as the Administrative Agent shall request, a "Notice of Foreign Currency
Swing Line Refunding") to the Administrative Agent. Upon receipt of such
notice, the Administrative Agent shall (i) promptly give notice of the contents
thereof to the Revolving Credit Lenders and, unless an Event of Default
described in paragraph (f) of Section 9 in respect of the Borrower has
occurred, to the Borrower and (ii) calculate the Dollar Equivalent Amount of
the aggregate principal amount of the Foreign Currency Swing Line Loans of such
Foreign Currency Swing Line Lender outstanding as of the date the
Administrative Agent received such Notice of Foreign Currency Swing Line
Refunding (the "Dollar Refunding Amount"). Each such Notice of Foreign
Currency Swing Line Refunding shall be deemed to constitute delivery by the
Borrower of a notice to the Administrative Agent requesting each Revolving
Credit Lender to make a Revolving Credit Loan denominated in Dollars in an
amount equal to such Revolving Credit Lender's Revolving Credit Commitment
Percentage of the Dollar Refunding Amount as an ABR Loan. Unless the Revolving
Credit Commitments shall have expired or terminated for any reason, including
but not limited to, the occurrence of any of the events described in paragraph
(f) of Section 9 hereto with respect to the Borrower (in which event the
procedures of paragraph (e)(ii) of this subsection 2.6 shall apply), and
without regard to whether the conditions precedent in subsection 6.2 are
satisfied, each Revolving Credit Lender will make the proceeds of its Revolving
Credit Loan available to the Administrative Agent for the account of the
applicable Foreign Currency Swing Line Lender at the office of the
Administrative Agent specified by the Administrative Agent prior to 12:00 Noon,
New York City time, in funds immediately available on the Business Day next
succeeding the date such notice is given. The proceeds of such Revolving
Credit Loans shall be immediately applied to repay to the applicable Foreign
Currency Swing Line Lender the Dollar Refunding Amount.

(ii) If the Revolving Credit Commitments shall expire
or terminate (for any reason, including but not limited to the occurrence of
any of the events described in paragraph (f) of Section 9 hereto with respect
to the Borrower) at any time while Foreign Currency Swing Line Loans made by a
Foreign Currency Swing Line Lender are outstanding, each Revolving Credit
Lender shall, at the option of the applicable Foreign Currency Swing Line
Lender exercised reasonably, either (i) notwithstanding the expiration or
termination of the Revolving Credit Commitments and without regard to whether
the conditions precedent in subsection 6.2 are satisfied, make a Revolving
Credit Loan as an ABR Loan denominated in Dollars (which Revolving Credit Loan
shall be deemed a "Revolving Credit Loan" for all purposes of this Agreement
and the other Loan Documents) or (ii) purchase an undivided participating
interest in the Foreign Currency Swing Line Loans of such Foreign Currency
Swing Line Lender, in either case, in a Dollar Equivalent Amount equal to such
Revolving Credit Lender's Revolving Credit Commitment Percentage determined on
the date of, and immediately prior to, expiration or termination of the
Revolving Credit Commitments of the aggregate principal amount of such Foreign
Currency Swing Line Loans. Each Revolving Credit Lender will make the proceeds
of any Revolving Credit Loan made pursuant to the immediately preceding
sentence available to the Administrative Agent for the account of the
applicable Foreign Currency Swing Line Lender at the office of the
Administrative Agent prior to 12:00 Noon, New York City time, in funds
immediately available on the Business

Day next succeeding the date on which the Revolving Credit Commitments expire
or terminate. The proceeds of such Revolving Credit Loans shall be immediately
applied to repay the Foreign Currency Swing Line Loans of such Foreign Currency
Swing Line Lender outstanding on the date of termination or expiration of the
Revolving Credit Commitments. In the event that the Revolving Credit Lenders
purchase undivided participating interests pursuant to the first sentence of
this paragraph (e)(ii), each Revolving Credit Lender shall immediately transfer
to the applicable Foreign Currency Swing Line Lender, in immediately available
funds, the amount of its participation.

(iii) Whenever, at any time after a Foreign Currency
Swing Line Lender has received from any Revolving Credit Lender such Revolving
Credit Lender's participating interest in a Foreign Currency Swing Line Loan
made by such Foreign Currency Swing Line Lender and such Foreign Currency Swing
Line Lender receives any payment on account thereof, such Foreign Currency
Swing Line Lender will distribute to such Revolving Credit Lender its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Revolving
Credit Lender's participating interest was outstanding and funded); provided
that in the event that such payment received by such Foreign Currency Swing
Line Lender is required to be returned such Revolving Credit Lender will return
to such Foreign Currency Swing Line Lender any portion thereof previously
distributed by such Foreign Currency Swing Line Lender to it.

(f) Notwithstanding anything herein to the contrary, neither
the Dollar Swing Line Lender nor any Foreign Currency Swing Line Lender shall
be obligated to make any Swing Line Loan if the conditions set forth in
subsection 6.2 have not been satisfied.

2.7 Term Loans. Subject to the terms and conditions hereof, each Term
Loan Lender severally agrees, (a) on the Closing Date, to continue a term loan
in Dollars (a "Tranche A-1 Term Loan") in the principal amount set forth under
such Lender's name in Schedule A opposite the heading "Tranche A-1 Term Loans",
(b) on July 1, 1997, to make a term loan in Deutschemarks (a "Tranche A-2 Term
Loan") in a principal Dollar Equivalent Amount set forth under such Lender's
name in Schedule A opposite the heading "Tranche A-2 Term Loan Commitment", (c)
on the Closing Date, to continue a term loan in Dollars (a "Tranche B Term
Loan") in the principal amount set forth under such Lender's name in Schedule A
opposite the heading "Tranche B Term Loans", and/or (d) on the Closing Date, to
continue a term loan in Dollars (a "Tranche C Term Loan", and together with the
Tranche A-1 Term Loans, the Tranche A-2 Term Loans and the Tranche B Term
Loans, the "Term Loans") in the principal amount set forth under such Lender's
name in Schedule A opposite the heading "Tranche C Term Loans". The Term Loans
may from time to time be (a) Eurocurrency Loans, (b) ABR Loans (other than in
the case of a Tranche A-2 Term Loan) or (c) a combination thereof, as
determined by the Borrower and notified to the Administrative Agent in
accordance with subsection 4.4. Amounts paid on account of the Term Loans
pursuant to subsections 2.8, 2.9, 2.10 or 2.11 may not be reborrowed.

2.8 Tranche A-1 Term Notes. (a) The Borrower agrees that, upon the
request to the Administrative Agent by any Tranche A Term Loan Lender made on
or prior to the Closing Date or in connection with any assignment pursuant to
subsection 11.6, to evidence

such Lender's Tranche A-1 Term Loan the Borrower will execute and deliver to
such Lender a promissory note substantially in the form of Exhibit A-2 (each,
as amended, supplemented, replaced or otherwise modified from time to time, a
"Tranche A-1 Term Note"), with appropriate insertions therein as to payee, date
and principal amount, payable to the order of such Tranche A-1 Term Loan Lender
and in a principal amount equal to the amount set forth under such Tranche A-1
Term Loan Lender's name on Schedule A opposite the heading "Tranche A-1 Term
Loans." Any Tranche A-1 Term Note shall (i) be dated the Closing Date, (ii) be
payable as provided in subsection 2.8(b) and (iii) provide for the payment of
interest in accordance with subsection 4.1. Each Lender which on the Closing
Date is the holder of a Tranche A-1 Term Note issued pursuant to the Prior
Credit Agreement shall on such date deliver such Tranche A-1 Term Note to the
Administrative Agent marked "superseded", and will accept, in substitution for
and replacement of (but not in satisfaction of) such existing Tranche A-1 Term
Note (to the extent of the Tranche A-1 Term Loan evidenced thereby), a Tranche
A-1 Term Note meeting the requirements of this subsection; the Administrative
Agent will on the Closing Date deliver to the Borrower all such existing
Tranche A-1 Term Notes received by the Administrative Agent on or before such
date.

(b) The Tranche A-1 Term Loans shall be payable in 22
consecutive quarterly installments on the dates and in the aggregate principal
amount (together with all accrued interest thereon) set forth below opposite
the applicable installment date (or, if less, the aggregate amount of the
Tranche A-1 Term Loans then outstanding):

Installment Amount
----------- ------

April 30, 1998 $3,250,000
July 31, 1998 3,250,000
October 31, 1998 3,250,000
January 31, 1999 3,250,000
April 30, 1999 7,000,000
July 31, 1999 7,000,000
October 31, 1999 7,000,000
January 31, 2000 7,000,000
April 30, 2000 8,500,000
July 31, 2000 8,500,000
October 31, 2000 8,500,000
January 31, 2001 8,500,000
April 30, 2001 9,000,000
July 31, 2001 9,000,000
October 31, 2001 9,000,000
January 31, 2002 9,000,000
April 30, 2002 11,000,000
July 31, 2002 11,000,000
October 31, 2002 11,000,000
January 31, 2003 11,000,000
April 30, 2003 9,000,000
July 31, 2003 9,000,000
-----------

Total $173,000,000

2.9 Tranche A-2 Term Notes. (a) The Borrower agrees that,
upon the request to the Administrative Agent by any Tranche A-2 Term Loan
Lender made on or prior to the Closing Date or in connection with any
assignment pursuant to subsection 11.6, to evidence such Lender's Tranche A-2
Term Loan the Borrower will execute and deliver to such Lender a promissory
note substantially in the form of Exhibit A-3 (each, as amended, supplemented,
replaced or otherwise modified from time to time, a "Tranche A-2 Term Note"),
with appropriate insertions therein as to payee, date and principal amount,
payable to the order of such Tranche A-2 Term Loan Lender and in a principal
amount equal to the amount set forth under such Tranche A-2 Term Loan Lender's
name on Schedule A opposite the heading "Tranche A-2 Term Loan Commitment."
Any Tranche A Term Note shall (i) be dated the Closing Date, (ii) be payable as
provided in subsection 2.9(b) and (iii) provide for the payment of interest in
accordance with subsection 4.1.

(b) The Tranche A-2 Term Loans shall be payable in 18
consecutive quarterly installments on the dates and in the aggregate
principal amount (together with all accrued interest thereon) equal to the
percentages set forth below opposite the applicable installment date multiplied
by the aggregate original principal amount of the Tranche A-2 Term Loans (or,
if less, the aggregate amount of the Tranche A-2 Term Loans then outstanding):

Installment Percentage
----------- ----------

April 30, 1999 1.875%
July 31, 1999 1.875
October 31, 1999 1.875
January 31, 2000 1.875
April 30, 2000 3.750
July 31, 2000 3.750
October 31, 2000 3.750
January 31, 2001 3.750
April 30, 2001 5.000
July 31, 2001 5.000
October 31, 2001 5.000
January 31, 2002 5.000
April 30, 2002 5.000
July 31, 2002 5.000
October 31, 2002 5.000
January 31, 2003 5.000
April 30, 2003 18.750
July 31, 2003 18.750
------

Total 100%

2.10 Tranche B Term Notes. (a) The Borrower agrees that,
upon the request to the Administrative Agent by any Tranche B Term Loan Lender
made on or prior to the

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Closing Date or in connection with any assignment pursuant to subsection 11.6,
to evidence such Lender's Tranche B Term Loan the Borrower will execute and
deliver to such Lender a promissory note substantially in the form of Exhibit
A-4 (each, as amended, supplemented, replaced or otherwise modified from time
to time, a "Tranche B Term Note"), with appropriate insertions therein as to
payee, date and principal amount, payable to the order of such Tranche B Term
Loan Lender and in a principal amount equal to the amount set forth under such
Tranche B Term Loan Lender's name on Schedule A opposite the heading "Tranche B
Term Loans." Any Tranche B Term Note shall (i) be dated the Closing Date, (ii)
be payable as provided in subsection 2.10(b) and (iii) provide for the payment
of interest in accordance with subsection 4.1. Each Lender which on the
Closing Date is the holder of a Tranche B Term Note issued pursuant to the
Prior Credit Agreement shall on such date deliver such Tranche B Term Note to
the Administrative Agent marked "superseded", and will accept, in substitution
for and replacement of (but not in satisfaction of) such existing Tranche B
Term Note (to the extent of the Tranche B Term Loan evidenced thereby), a
Tranche B Term Note meeting the requirements of this subsection; the
Administrative Agent will on the Closing Date deliver to the Borrower all such
existing Tranche B Term Notes received by the Administrative Agent on or before
such date.

(b) The Tranche B Term Loans shall be payable in 26 consecutive quarterly
installments on the dates and in the aggregate principal amount set forth below
(together with all accrued interest thereon) opposite the applicable
installment date (or, if less, the aggregate amount of the Tranche B Term Loans
then outstanding):

Installment Amount
----------- ------

April 30, 1998 $312,500
July 31, 1998 312,500
October 31, 1998 312,500
January 31, 1999 312,500
April 30, 1999 312,500
July 31, 1999 312,500
October 31, 1999 312,500
January 31, 2000 312,500
April 30, 2000 312,500
July 31, 2000 312,500
October 31, 2000 312,500
January 31, 2001 312,500
April 30, 2001 312,500
July 31, 2001 312,500
October 31, 2001 312,500
January 31, 2002 312,500
April 30, 2002 312,500
July 31, 2002 312,500
October 31, 2002 312,500
January 31, 2003 312,500

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Installment Amount
----------- ------
April 30, 2003 10,000,000
July 31, 2003 10,000,000
October 31, 2003 10,000,000
January 31, 2004 10,000,000
April 30, 2004 31,375,000
July 31, 2004 31,375,000
----------

Total $109,000,000

2.11 Tranche C Term Notes. (a) The Borrower agrees that, upon the
request to the Administrative Agent by any Tranche C Term Loan Lender made on
or prior to the Closing Date or in connection with any assignment pursuant to
subsection 11.6, to evidence such Lender's Tranche C Term Loan the Borrower
will execute and deliver to such Lender a promissory note substantially in the
form of Exhibit A-5 (each, as amended, supplemented, replaced or otherwise
modified from time to time, a "Tranche C Term Note"; and together with the
Tranche A-1 Term Notes, the Tranche A-2 Term Notes and the Tranche B Term
Notes, the "Term Notes"), with appropriate insertions therein as to payee, date
and principal amount, payable to the order of such Tranche C Term Loan Lender
and in a principal amount equal to the amount set forth under such Tranche C
Term Loan Lender's name on Schedule A opposite the heading "Tranche C Term
Loans." Any Tranche C Term Note shall (i) be dated the Closing Date, (ii) be
payable as provided in subsection 2.11(b) and (iii) provide for the payment of
interest in accordance with subsection 4.1. Each Lender which on the Closing
Date is the holder of a Tranche C Term Note issued pursuant to the Prior Credit
Agreement shall on such date deliver such Tranche C Term Note to the
Administrative Agent marked "superseded", and will accept, in substitution for
and replacement of (but not in satisfaction of) such existing Tranche C Term
Note (to the extent of the Term Loan evidenced thereby), a Tranche C Term Note
meeting the requirements of this subsection; the Administrative Agent will on
the Closing Date deliver to the Borrower all such existing Tranche C Term Notes
received by the Administrative Agent on or before such date.

(b) The Tranche C Term Loans shall be payable in 30 consecutive
quarterly installments, on the dates and in the aggregate principal amount set
forth below (together with all accrued interest thereon) opposite the
applicable installment date (or, if less, the aggregate amount of the Tranche C
Term Loans then outstanding):

Installment Amount
----------- ------

April 30, 1998 $250,000
July 31, 1998 250,000
October 31, 1998 250,000
January 31, 1999 250,000
April 30, 1999 250,000
July 31, 1999 250,000
October 31, 1999 250,000
January 31, 2000 250,000
April 30, 2000 250,000

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Installment Amount
----------- ------

July 31, 2000 250,000
October 31, 2000 250,000
January 31, 2001 250,000
April 30, 2001 250,000
July 31, 2001 250,000
October 31, 2001 250,000
January 31, 2002 250,000
April 30, 2002 250,000
July 31, 2002 250,000
October 31, 2002 250,000
January 31, 2003 250,000
April 30, 2003 250,000
July 31, 2003 250,000
October 31, 2003 250,000
January 31, 2004 250,000
April 30, 2004 2,500,000
July 31, 2004 2,500,000
October 31, 2004 2,500,000
January 31, 2005 2,500,000
April 30, 2005 36,250,000
July 31, 2005 36,250,000
----------

Total $88,500,000

2.12 Procedure for Tranche A-2 Term Loan Borrowing. The Borrower
shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 10:00 A.M., New York City time,
three Business Days prior to the Closing Date requesting that the Tranche A-2
Term Loan Lenders make the Tranche A-2 Term Loans on the Closing Date and
specifying the length of the initial Interest Periods therefor. Upon receipt
of such notice, the Administrative Agent shall promptly notify each Tranche A-2
Term Loan Lender thereof. On the Closing Date, each Tranche A-2 Term Loan
Lender shall make available to the Administrative Agent at the office of the
Administrative Agent specified by the Administrative Agent the amount in
Deutschemarks in immediately available funds equal to the Tranche A-2 Term Loan
to be made by such Tranche A-2 Term Loan Lender. The Administrative Agent
shall on such date credit the account of the Borrower previously specified in
writing by the Borrower to the Administrative Agent with the aggregate of the
amounts made available to the Administrative Agent by the Tranche A-2 Term Loan
Lenders.

2.13 Repayment of Loans. (a) The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of: (i) each
Revolving Credit Lender, the then unpaid principal amount of each Revolving
Credit Loan of such Lender made to the Borrower, on the Revolving Credit
Commitment Termination Date (or such earlier date on which the Revolving Credit
Loans become due and payable pursuant to Section 9); (ii) the Dollar Swing Line
Lender and each Foreign Currency Swing Line Lender, the then unpaid principal
amount of the Dollar Swing Line Loans or Foreign Currency Swing Line Loans, as
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the case may be, made to the Borrower, on the Revolving Credit Commitment
Termination Date (or such earlier date on which the Swing Line Loans become due
and payable pursuant to Section 9); (iii) each Tranche A-1 Term Loan Lender,
the amounts specified in subsection 2.8(b) on the dates specified in subsection
2.8(b) (or such earlier date on which the Tranche A-1 Term Loans become due and
payable pursuant to Section 9); (iv) each Tranche A-2 Term Loan Lender, the
amounts specified in subsection 2.9(b) on the dates specified in subsection
2.9(b) (or such earlier date on which the Tranche A-2 Term Loans become due and
payable pursuant to Section 9); (v) each Tranche B Term Loan Lender, the
amounts specified in subsection 2.10(b) on the dates specified in subsection
2.10(b) (or such earlier date on which the Tranche B Term Loans become due and
payable pursuant to Section 9); and (vi) each Tranche C Term Loan Lender, the
amounts specified in subsection 2.11(b) on the dates specified in subsection
2.11(b) (or such earlier date on which the Tranche C Term Loans become due and
payable pursuant to Section 9). The Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Loans from time to time
outstanding from the date of the making of the Loans until payment in full
thereof at the rates per annum, and on the dates, set forth in subsection 4.1.

(b) Each Lender (including the Swing Line Lenders) shall maintain in
accordance with its usual practice an account or accounts evidencing
indebtedness of the Borrower to such Lender resulting from each Loan of such
Lender from time to time, including, without limitation, the amounts of
principal and interest payable and paid to such Lender from time to time under
this Agreement.

(c) The Administrative Agent shall maintain the Register pursuant to
subsection 11.6(d), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Loan (other than a Foreign Currency Swing Line
Loan made by a Foreign Currency Swing Line Lender other than CIBC) made
hereunder, the Type thereof and each Interest Period, if any, applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender with respect to each
such Loan hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender's share
thereof.

(d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 2.13(c) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided that the failure of any
Lender or the Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Borrower to repay (with applicable interest) the Loans made to the Borrower
by such Lender in accordance with the terms of this Agreement. The Borrower
shall repay each Loan made to it, and interest thereon, in the Currency in
which such Loan is denominated.
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SECTION 3. LETTERS OF CREDIT

3.1 L/C Commitment. 1. Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other Revolving Credit
Lenders set forth in subsection 3.4(a), agrees to issue letters of credit
("Letters of Credit") denominated in Dollars or an Available Foreign Currency
for the account of the Borrower on any Business Day during the Revolving Credit
Commitment Period in such form as may be approved from time to time by the
Issuing Lender; provided that the Issuing Lender shall have no obligation to
issue any Letter of Credit if, after giving effect to such issuance, a. the
Dollar Equivalent Amount of the aggregate L/C Obligations would exceed the L/C
Commitment, b. the Available Revolving Credit Commitment of any Revolving
Credit Lender would be less than zero, (iii) the Aggregate Revolving Credit
Outstandings would exceed the aggregate amount of the Revolving Credit
Commitments of all the Revolving Credit Lenders, or (iv) the then Dollar
Equivalent Amount of the Foreign Currency Sublimit Outstandings would exceed
the Foreign Currency Subfacility Amount. All letters of credit issued pursuant
to the Prior Credit Agreement shall, at all times on or after the Closing Date,
be deemed to be "Letters of Credit" for all purposes of this Agreement and the
other Loan Documents.

(b) Each Letter of Credit shall (i) be either (x) a standby letter of
credit issued to support obligations of the Borrower or any of its
Subsidiaries, contingent or otherwise, to finance the working capital and
business needs of the Borrower or any of its Subsidiaries in the ordinary
course of business or (y) a commercial letter of credit issued in respect of
the purchase of goods or services by the Borrower or any of its Subsidiaries in
the ordinary course of business and (ii) expire no later than the earlier of
(x) the date that is 12 months after the date of its issuance and (y) the fifth
Business Day prior to the Revolving Credit Commitment Termination Date.

(c) Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York or, in any case where the Issuing Lender issues such Letters of Credit
from an office located outside of the United States, the laws of the
jurisdiction in which such office is located.

(d) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

3.2 Procedure for Issuance of Letters of Credit. The Borrower may
request that the Issuing Lender issue a Letter of Credit at any time prior to
the fifth Business Day prior to the Revolving Credit Commitment Termination
Date by delivering to the Issuing Lender at its address for notices specified
herein a Letter of Credit Application therefor, completed to the satisfaction
of the Issuing Lender, and such other certificates, documents and other papers
and information as the Issuing Lender may request. Upon receipt of any Letter
of Credit Application, the Issuing Lender will process such Letter of Credit
Application and the certificates, documents and other papers and information
delivered to it in connection therewith in accordance with its customary
procedures and shall promptly issue the Letter of Credit requested thereby (but
in no event shall the Issuing Lender be required to issue any
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Letter of Credit earlier than three Business Days after its receipt of the
Letter of Credit Application therefor and all such other certificates,
documents and other papers and information relating thereto) by issuing the
original of such Letter of Credit to the beneficiary thereof or as otherwise
may be agreed by the Issuing Lender and the Borrower. The Issuing Lender shall
furnish a copy of such Letter of Credit to the Borrower promptly following the
issuance thereof.

3.3 Fees, Commissions and Other Charges. (a) The Borrower shall pay
to the Administrative Agent, for the account of the Issuing Lender and the L/C
Participants, a letter of credit fee with respect to each Letter of Credit
payable in Dollars in the Dollar Equivalent Amount of the amount of such fee
calculated in the Currency in which such Letter of Credit is denominated,
computed for the period from and including the date of issuance of such Letter
of Credit to the expiration date of such Letter of Credit at a rate per annum
equal to the Applicable Margin in effect during such period for Eurocurrency
Loans that are Revolving Credit Loans (on the basis of the actual number of
days elapsed over a 360-day year) on the aggregate face amount of Letters of
Credit outstanding during such period, payable in arrears on each L/C Fee
Payment Date and on the Revolving Credit Commitment Termination Date. Such fee
shall be payable to the Administrative Agent to be shared ratably among the
Revolving Credit Lenders in accordance with their respective Revolving Credit
Commitment Percentages. In addition, the Borrower shall pay to the Issuing
Lender, for its own account, a fee equal to 0.25% per annum on the aggregate
face amount of outstanding Letters of Credit, payable in Dollars in the Dollar
Equivalent Amount of the amount of such fee calculated in Currency in which
such Letter of Credit is denominated quarterly in arrears on each L/C Fee
Payment Date and on the Revolving Credit Commitment Termination Date and
calculated on the basis of the actual number of days elapsed over a 360-day
year.

(b) In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
effecting payment under, amending or otherwise administering any Letter of
Credit.

(c) The Administrative Agent shall, promptly following its receipt
thereof, distribute to the Issuing Lender and the L/C Participants all fees and
commissions received by the Administrative Agent for their respective accounts
pursuant to this subsection.

3.4 L/C Participations. 1. The Issuing Lender irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions hereinafter stated, for such L/C
Participant's own account and risk an undivided interest equal to such L/C
Participant's Revolving Credit Commitment Percentage from time to time in
effect in the Issuing Lender's obligations and rights under each Letter of
Credit issued hereunder and the amount of each draft paid by the Issuing Lender
thereunder. Each L/C Participant unconditionally and irrevocably agrees with
the Issuing Lender that, if a draft is paid under any Letter of Credit for
which the Issuing Lender is not reimbursed in full by the Borrower in
accordance with the terms of this Agreement, such L/C Participant shall pay in
the Currency
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in which such Letter of Credit is denominated to the Issuing Lender upon
demand at the Issuing Lender's address for notices specified herein an amount
equal to such L/C Participant's then Revolving Credit Commitment Percentage of
the amount of such draft, or any part thereof, which is not so reimbursed;
provided that if such demand is made prior to 12:00 Noon, New York City time,
on a Business Day such L/C Participant shall make such payment to the Issuing
Lender prior to the end of such Business Day and otherwise such L/C Participant
shall make such payment on the next succeeding Business Day.

(b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to paragraph 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit is
paid to the Issuing Lender within three Business Days after the date such
payment is due, such L/C Participant shall pay to the Issuing Lender on demand
an amount equal to the product of (i) such amount, times (ii) (A) in the case of
any such payment obligation denominated in Dollars, the daily average Federal
Funds Rate, as quoted by the Issuing Lender, or (B) in the case of any such
payment obligation denominated in an Available Foreign Currency, the rate
customary in such Available Foreign Currency for settlement of similar
interbank obligations, as quoted by the Issuing Lender, in each case, during
the period from and including the date such payment is required to the date on
which such payment is immediately available to the Issuing Lender, times (iii) a
fraction the numerator of which is the number of days that elapse during such
period and the denominator of which is 360. If any such amount required to be
paid by any L/C Participant pursuant to paragraph 3.4(a) is not in fact made
available to the Issuing Lender by such L/C Participant within three Business
Days after the date such payment is due, the Issuing Lender shall be entitled
to recover from such L/C Participant, on demand, such amount with interest
thereon calculated from such due date at the rate per annum applicable to ABR
Loans hereunder, in the case of payment obligations denominated in Dollars, or
the rate per annum applicable to Eurocurrency Loans having an Interest period
of one day, in the case of payment obligations denominated in an Available
Foreign Currency. A certificate of the Issuing Lender submitted to any L/C
Participant with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error.

(c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with subsection 3.4(a), the Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied
thereto by the Issuing Lender), or any payment of interest on account thereof,
the Issuing Lender will, if such payment is received prior to 12:00 Noon, New
York City time, on a Business Day, distribute to such L/C Participant its pro
rata share thereof prior to the end of such Business Day and otherwise the
Issuing Lender will distribute such payment on the next succeeding Business
Day; provided that in the event that any such payment received by the Issuing
Lender shall be required to be returned by the Issuing Lender, such L/C
Participant shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.

3.5 Reimbursement Obligation of the Borrower. (a) The Borrower
agrees to reimburse the Issuing Lender on the same Business Day on which a
draft is presented under
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any Letter of Credit and paid by the Issuing Lender, provided that the Issuing
Lender provides notice to the Borrower prior to 12:00 Noon, New York City time,
on such Business Day and otherwise the Borrower will reimburse the Issuing
Lender on the next succeeding Business Day; provided, further, that the failure
to provide such notice shall not affect the Borrower's absolute and
unconditional obligation to reimburse the Issuing Lender for any draft paid
under any Letter of Credit. The Issuing Lender shall provide notice to the
Borrower on such Business Day as a draft is presented and paid by the Issuing
Lender indicating the amount of (i) such draft so paid and (ii) any taxes,
fees, charges or other costs or expenses incurred by the Issuing Lender in
connection with such payment. Each such payment shall be made to the Issuing
Lender at its address for notices specified herein in the Currency in which the
applicable Letter of Credit is denominated and in immediately available funds.

(b) Interest shall be payable on any and all amounts remaining unpaid
by the Borrower under this subsection from the date such amounts are drawn
until payment in full at the rate which would be payable on any outstanding
Revolving Credit Loans that are ABR Loans which were then overdue, in the case
of any Dollar Letter of Credit, or Eurocurrency Loans having Interest Periods
of one day which were then overdue, in the case of any Foreign Currency Letter
of Credit (unless such drawing occurs after 11:00 A.M. New York City time on
the date of drawing and the Borrower would be able to satisfy the conditions to
borrowing Revolving Credit Loans on such date in an amount at least equal to
the amount of such drawing, in which case, interest shall be payable for the
first day after such drawing at the respective rates for the applicable type of
Loans that are not overdue).

(c) Each drawing under any Letter of Credit shall constitute a
request by the Borrower to the Administrative Agent for a borrowing pursuant to
subsection 2.3 of ABR Loans in the amount of such drawing (or, in the case of a
drawing under a Foreign Currency Letter of Credit, the Dollar Equivalent Amount
of the amount of such drawing). The Borrowing Date with respect to such
borrowing shall be the date of such drawing.

3.6 Obligations Absolute. (a) The Borrower's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any set-off, counterclaim or defense to payment which the
Borrower may have or have had against the Issuing Lender, any L/C Participant
or any beneficiary of a Letter of Credit.

(b) The Borrower also agrees with the Issuing Lender and any L/C
Participant that the Issuing Lender and any L/C Participant shall not be
responsible for, and the Borrower's Reimbursement Obligations under subsection
3.5(a) shall not be affected by, among other things, (i) the validity or
genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to be invalid, fraudulent or forged, or (ii) any
dispute between or among the Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or
(iii) any claims whatsoever of the Borrower against any beneficiary of such
Letter of Credit or any such transferee.
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(c) Neither the Issuing Lender nor any L/C Participant shall be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit, except for errors or omissions caused by the Issuing
Lender's gross negligence or willful misconduct.

(d) The Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the
Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of the Issuing Lender or any L/C
Participant to the Borrower.

3.7 Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the responsibility of the Issuing Lender to
the Borrower in connection with such draft shall, in addition to any payment
obligation expressly provided for in such Letter of Credit, be limited to
determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are in conformity with
such Letter of Credit.

3.8 Application. To the extent that any provision of any Letter of
Credit Application related to any Letter of Credit is inconsistent with the
provisions of this Section 3, the provisions of this Section 3 shall apply.

SECTION 4. GENERAL PROVISIONS

4.1 Interest Rates and Payment Dates. (a) Each Eurocurrency Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurocurrency Rate determined for such
day plus the Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to
the CIBC Alternate Base Rate plus the Applicable Margin.

(c) If all or a portion of (i) any principal of any Loan, (ii) any
interest payable thereon, (iii) any commitment fee or (iv) any other amount
payable hereunder shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), the principal of the Loans and any such
overdue interest, commitment fee or other amount shall bear interest at a rate
per annum which is (x) in the case of principal, the rate that would otherwise
be applicable thereto pursuant to the foregoing provisions of this subsection
plus 2% or (y) in the case of any such overdue interest, commitment fee or
other amount, the rate described in paragraph (b) of this subsection plus 2%,
in each case, from the date of such non-payment until such overdue principal,
interest, commitment fee or other amount is paid in full (as well after as
before judgment).
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(d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable from time to time on demand.

4.2 Optional Prepayments. The Borrower may at any time and from time
to time prepay the Loans made to it in whole or in part, without premium or
penalty on any Business Day, provided that (i) the Borrower shall have given
(x) at least three Business Days' irrevocable notice to the Administrative
Agent (in the case of Eurocurrency Loans) or (y) same-day irrevocable notice to
the Administrative Agent (in the case of ABR Loans, including Dollar Swing Line
Loans or to the applicable Foreign Currency Swing Line Lender in the case of
Foreign Currency Swing Line Loans), (ii) such notice specifies, in the case of
any prepayment of Loans, the date, Currency and amount of prepayment and
whether the prepayment is (x) of Term Loans, Revolving Credit Loans or Dollar
Swing Line Loans, Foreign Currency Swing Line Loans, or a combination thereof,
and in each case if a combination thereof, the amount allocable to each, (y) of
Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a
combination thereof, the principal amount allocable to each and (iii) each
prepayment is in a minimum principal Dollar Equivalent Amount of $1,000,000 and
a multiple of $100,000 in excess thereof. Upon the receipt of any such notice
the Administrative Agent shall promptly notify each of the Lenders thereof. If
any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with any amounts payable
pursuant to subsection 4.12 and, in the case of prepayments of the Term Loans
only, accrued interest to such date on the amount prepaid. Partial prepayments
of (i) the Term Loans pursuant to this subsection shall be applied (x) pro rata
(based on then outstanding principal Dollar Equivalent Amounts) to the Tranche
A-1 Term Loans, the Tranche A-2 Term Loans, the Tranche B Term Loans and the
Tranche C Term Loans and (y) pro rata to the respective installments of
principal thereof and (ii) the Revolving Credit Loans and the Letters of
Credit pursuant to this subsection shall be applied, first, to payment of the
Swing Line Loans then outstanding pro rata (based on then outstanding principal
Dollar Equivalent Amounts, determined, in the case of Foreign Currency Swing
Line Loans, in accordance with the provisions of subsection 2.6(b)), second, to
payment of the Revolving Credit Loans then outstanding and, last, to cash
collateralize any outstanding L/C Obligation upon terms reasonably satisfactory
to the Administrative Agent, provided that the Borrower shall have the right,
exercisable by giving written notice thereof to the Administrative Agent at
least three Business Days prior to the affected prepayment, to allocate in its
sole discretion as between the Tranche A-1 Term Loans, on the one hand, and the
Tranche A-2 Term Loans, on the other hand, the aggregate amount otherwise
payable in respect of such Loans in accordance with this sentence.

4.3 Mandatory Prepayments and Reduction of Revolving Credit
Commitments. (a) If, in any fiscal year, commencing with the fiscal year
ending January 31, 1998, there shall be Excess Cash Flow for such fiscal year,
then on the date that is the earlier of (i) the date on which the audited
financial statements for such fiscal year are required to be delivered
pursuant to subsection 7.1(a) and (ii) the date two Business Days after the
delivery of such financial statements, 75% of such Excess Cash Flow shall be
applied toward the prepayment of the Loans and the permanent reduction of the
Revolving Credit Commitments in accordance with subsection 4.3(e).

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(b) If, subsequent to the Closing Date, the Borrower or any of its
Subsidiaries shall issue any debt obligations (other than in respect of
Indebtedness permitted by subsections 8.2 or 8.2A (except paragraph (g)
thereof)), then 100% of the Net Cash Proceeds thereof shall, on the first
Business Day after receipt thereof, be applied toward the prepayment of the
Loans and the permanent reduction of the Revolving Credit Commitments in
accordance with subsection 4.3(e).

(c) If, subsequent to the Closing Date, the Borrower or any of its
Subsidiaries shall receive Net Cash Proceeds from any asset sales or other
dispositions permitted by subsection 8.6(b), (g) or (i), then 100% of the
portion of such Net Cash Proceeds required by subsection 8.6(b), (g) or (i), as
the case may be, to be so applied shall on the first Business Day after receipt
thereof, be applied toward the prepayment of the Loans and the permanent
reduction of the Revolving Credit Commitments in accordance with subsection
4.3(e); provided that (i) such Net Cash Proceeds from any such asset sales or
other dispositions shall not be required to be so applied until the amount of
such unapplied Net Cash Proceeds exceeds the Dollar Equivalent Amount of
$5,000,000 in the aggregate, at which time 100% of such unapplied Net Cash
Proceeds shall be applied immediately toward the prepayment of the Loans and
the permanent reduction of the Revolving Credit Commitments in accordance with
subsection 4.3(e) and (ii) to the extent that such Net Cash Proceeds from any
such asset sales or other dispositions may be used by the Borrower and its
Subsidiaries to acquire fixed or capital assets or make Investments or may be
used by Foreign Subsidiaries to prepay, repay or repurchase Indebtedness of
Foreign Subsidiaries, or acquire assets used or useful in the businesses of
Foreign Subsidiaries, in each case, within 180 days of receipt thereof and
otherwise in accordance with subsection 8.6(b) or (i), as the case may be, but
such Net Cash Proceeds are not so used, such Net Cash Proceeds shall be applied
toward the repayment of the Loans and the permanent reduction of the Revolving
Credit Commitments in accordance with subsection 4.3(e) on the earlier of (x)
the 180th day after receipt of such Net Cash Proceeds and (y) the date on which
the Borrower has reasonably determined that such Net Cash Proceeds shall not be
so used.

(d) If, at any time during the Revolving Credit Commitment Period,
the Aggregate Outstanding Revolving Credit with respect to all Revolving Credit
Lenders (including the Swing Line Lenders) exceeds the aggregate Revolving
Credit Commitments then in effect, the Borrower shall, without notice or
demand, immediately repay the Revolving Credit Loans and/or the Swing Line
Loans in an aggregate principal amount equal to such excess, together with
interest accrued to the date of such payment or prepayment and any amounts
payable under subsection 4.12. To the extent that after giving effect to any
prepayment of the Loans required by the preceding sentence, the Aggregate
Outstanding Revolving Credit with respect to all Revolving Credit Lenders
(including the Swing Line Lenders) exceeds the aggregate Revolving Credit
Commitments then in effect, the Borrower shall, without notice or demand,
immediately cash collateralize the then outstanding L/C Obligations in an
amount equal to such excess upon terms reasonably satisfactory to the
Administrative Agent. On the Business Day next succeeding the date on which a
payment has caused the Aggregate Outstanding Revolving Credit with respect to
all Rebolving Credit Lenders (including the Swing Line Lender) to be equal to
or less than the Revolving Credit Commitments then in effect, the
Administrative Agent shall return to the Borrower the cash
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used to cash collateralize the then outstanding L/C Obligations pursuant to
the preceding sentence.

(e) Prepayments of the Loans and permanent reductions of the
Revolving Credit Commitments pursuant to subsections 4.3(a), (b), (c) and (h)
shall be applied, first, to payment of the Term Loans then outstanding and,
second, (to the extent that there are no Term Loans then outstanding) to
permanent reduction of the Revolving Credit Commitments then in effect.
Prepayments of the Term Loans pursuant to subsections 4.3(a), (b), (c) and (h)
shall be applied as follows: first, the first $200,000,000 of Net Cash
Proceeds shall be applied pro rata (based on their outstanding principal Dollar
Equivalent Amounts) to the Tranche A-1 Term Loans, the Tranche B Term Loans and
the Tranche C Term Loans, second, to the Tranche A-1 Term Loans and/or the
Tranche A-2 Term Loans such that after the application of such Net Cash
Proceeds the aggregate principal Dollar Equivalent Amount of the Tranche A-1
Term Loans and the Tranche A-2 Term Loans are equal, and third, pro rata (based
on their outstanding principal Dollar Equivalent Amounts) to the Tranche A-1
Term Loans, the Tranche A-2 Term Loans, the Tranche B Term Loans and the
Tranche C Term Loans and, in each case, pro rata to the respective installments
of principal thereof, provided that the Borrower shall have the right,
exercisable by giving written notice thereof to the Administrative Agent at
least three Business Days' prior to the affected prepayment, to allocate in its
sole discretion as between the Tranche A-1 Term Loans, on the one hand, and the
Tranche A-2 Term Loans, on the other hand, the aggregate amount otherwise
payable in respect of such Loans in accordance with this sentence.

(f) Amounts prepaid on account of Term Loans pursuant to subsection
4.3(a), (b), (c) or (h) may not be reborrowed.

(g) If, at any time during the Revolving Credit Commitment Period,
the Aggregate Outstanding Revolving Credit (other than in respect of the
undrawn portion of any Letters of Credit) with respect to all Revolving Credit
Lenders (including the Swing Line Lenders) is not less than the Clean-Down
Amount for at least a consecutive thirty day period during each fiscal year of
the Borrower, the Borrower shall, without notice or demand, immediately repay
the Revolving Credit Loans and/or the Swing Line Loans in an aggregate
principal amount equal to such excess, together with interest accrued to the
date of such payment or prepayment and any amounts payable under subsection
4.12, and any borrowings of Revolving Credit Loans during such thirty day
period shall be subject to clause (II) of the proviso to subsection 2.1(a). To
the extent that after giving effect to any prepayment of the Loans required by
the preceding sentence, such Aggregate Outstanding Revolving Credit with
respect to all Revolving Credit Lenders (including the Swing Line Lenders)
exceeds the Clean-Down Amount, the Borrower shall, without notice or demand,
immediately cash collateralize the then outstanding L/C Obligations in an
amount equal to such excess upon terms reasonably satisfactory to the
Administrative Agent. On the Business Day next succeeding the date on which
the thirty day period described above has expired, the Administrative Agent
shall return to the Borrower the cash, if any, used to cash collateralize the
then outstanding L/C Obligations pursuant to the preceding sentence.
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(h) If, subsequent to the Closing Date, the Borrower or any of its
Subsidiaries shall receive any cash proceeds of any casualty or condemnation
permitted by subsection 8.6(h), then 100% of the portion of such proceeds
required by subsection 8.6(h) to be so deposited shall on the first Business
Day after receipt thereof be deposited with the Administrative Agent who shall
hold such proceeds in a cash collateral account upon terms reasonably
satisfactory to it. From time to time upon the request of the Borrower, the
Administrative Agent shall release such proceeds to the Borrower or such
Subsidiary, as necessary, to pay for replacement or rebuilding of the property
lost or condemned. If such property is not replaced or rebuilt within one year
(subject to reasonable extension for force majeure or weather delays) following
the condemnation or casualty or if the Borrower fails to notify the
Administrative Agent in writing on or before 180 days after such casualty or
condemnation that the Borrower shall commence the replacement or rebuilding of
such property, then, in either case, the Administrative Agent shall apply any
amounts in the cash collateral account toward the prepayment of the Loans and
the permanent reduction of the Revolving Credit Commitments in accordance with
subsection 4.3(e).

4.4 Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert Eurocurrency Loans denominated in Dollars to ABR
Loans by giving the Administrative Agent at least three Business Days' prior
irrevocable notice of such election, provided that any such conversion of
Eurocurrency Loans may only be made on the last day of an Interest Period with
respect thereto. The Borrower may elect from time to time to convert ABR Loans
to Eurocurrency Loans by giving the Administrative Agent at least three
Business Days' prior irrevocable notice of such election. Any such notice of
conversion to Eurocurrency Loans shall specify the length of the initial
Interest Period or Interest Periods therefor. Upon receipt of any such notice
the Administrative Agent shall promptly notify each Lender thereof. All or any
part of outstanding Eurocurrency Loans and ABR Loans may be converted as
provided herein, provided that (i) unless the Majority Lenders otherwise
consent, no Loan may be converted into a Eurocurrency Loan when any Event of
Default has occurred and is continuing and (ii) no Loan may be converted into a
Eurocurrency Loan after the date that is one month prior to the Revolving
Credit Commitment Termination Date (in the case of conversions of Revolving
Credit Loans) or the date of the final installment of principal of the Term
Loans.

(b) Any Eurocurrency Loans may be continued as such in the same
Currency upon the expiration of the then current Interest Period with respect
thereto by the Borrower giving notice to the Administrative Agent, in
accordance with the applicable notice provisions of subsection 2.3, of the
length of the next Interest Period to be applicable to such Loans, provided
that no Eurocurrency Loan may be continued as such (i) unless the Majority
Lenders otherwise consent, when any Event of Default has occurred and is
continuing or (ii) after the date that is one month prior to the Revolving
Credit Commitment Termination Date (in the case of continuations of Revolving
Credit Loans) or the date of the final installment of principal of the Term
Loans and provided, further, that if the Borrower shall fail to give such
notice or if such continuation is not permitted such Eurocurrency Loans shall
be automatically continued with an Interest Period of the one month.
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4.5 Minimum Amounts and Maximum Number of Tranches. All borrowings,
conversions and continuations of Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal Dollar
Equivalent Amount of the Loans comprising each Tranche shall be equal to
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. In no event
shall there be more than (a) 30 Tranches outstanding at any time or (b) 20
Tranches in respect of Revolving Credit Loans, 6 Tranches in respect of Tranche
A-1 Term Loans, 6 Tranches in respect of the Tranche A-2 Term Loans, 6 Tranches
in respect of Tranche B Term Loans or 6 Tranches in respect of Tranche C Term
Loans outstanding at any time.

4.6 Computation of Interest, Fees and Dollar Equivalent Amounts.
(a) Interest (other than interest based on the CIBC Prime Rate) on all Loans
and commitment fees payable pursuant hereto shall be calculated on the basis of
a year of 360 days for the actual days elapsed; interest based on the CIBC
Prime Rate shall be calculated on the basis of a 365-(or 366-, as the case may
be) day year for the actual days elapsed. The Administrative Agent shall as
soon as practicable notify the Borrower and the Lenders of each determination
of a Eurocurrency Rate. Any change in the interest rate on the Loans resulting
from a change in the CIBC Alternate Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change shall become effective, provided that such change becomes
effective prior to 5:00 P.M., New York City time, on such day. The
Administrative Agent shall as soon as practicable notify the Borrower and each
Lender of the effective date and the amount of each such change.

(b) The Administrative Agent will determine the Dollar Equivalent
Amount with respect to:

(i) any borrowing of Foreign Currency Revolving Credit Loans, on
the second full Business Day preceding the first day of the applicable
Interest Period;

(ii) any Foreign Currency Swing Line Loans made by CIBC, as of the
proposed Borrowing Date thereof;

(iii) any issuance of a Foreign Currency Letter of Credit, as of the
requested issuance date of such Letter of Credit;

(iv) any drawing under a Foreign Currency Letter of Credit and any
calculation of letter of credit fees in respect thereof, as of the date
the Borrower is required pursuant to subsection 3.5 to reimburse the
Issuing Lender;

(v) all outstanding Foreign Currency Revolving Credit Loans,
Foreign Currency Swing Line Loans, L/C Obligations in respect of Foreign
Currency Letters of Credit and Non-Dollar Indebtedness incurred pursuant to
subsection 8.2A(d) for the purposes of calculations under subsection 4.14,
as of the last Business Day of each calendar month or as otherwise
provided for in subsection 4.14;
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(vi) all outstanding Foreign Currency Revolving Credit Loans,
Foreign Currency Swing Line Loans and L/C Obligations in respect of Foreign
Currency Letters of Credit, on any date on which the Revolving Credit
Commitments are reduced pursuant to subsection 2.5;

(vii) all outstanding Foreign Currency Revolving Credit Loans,
Foreign Currency Swing Line Loans and L/C Obligations in respect of Foreign
Currency Letters of Credit, for purposes of calculating compliance with
clause (II) of the proviso to subsection 2.1(a) (as reflected in the
certificate to be delivered by the Borrower pursuant to subsection
7.2(b)(iv)), as of the first day of the thirty-day compliance period
provided for in such clause;

(viii) each Foreign Currency Swing Line Commitment, as of the date
such Foreign Currency Swing Line Commitment is originally extended;

(ix) all Foreign Currency Revolving Credit Loans and L/C
Obligations in respect of Foreign Currency Letters of Credit for purposes
of calculating the letter of credit fees and the commitment fees due the
Revolving Credit Lenders pursuant to subsection 2.4(a), as of the first
Business Day prior to the last day of the fiscal quarter for which
computation thereof is made;

(x) Non-Dollar Indebtedness incurred pursuant to subsection 8.2A
(d), as of the time such Non-Dollar Indebtedness is incurred; and

(xi) Non-Dollar Indebtedness incurred pursuant to subsection 8.2A
(b) and (c), as of the Closing Date.

(c) Each determination of an interest rate or a Dollar Equivalent
Amount by the Administrative Agent pursuant to any provision of this Agreement
shall be conclusive and binding on the Borrower and the Lenders in the absence
of manifest error. The Administrative Agent shall, at the reasonable request
of the Borrower or any Lender, deliver to the Borrower or such Lender, as the
case may be, a statement showing the quotations used by the Administrative
Agent in determining any interest rate pursuant to subsection 4.1.

4.7 Inability to Determine Interest Rate. If prior to the first day
of any Interest Period: (a) the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the Borrower) that,
by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the Eurocurrency Rate for any
Currency for such Interest Period, or (b) the Administrative Agent shall have
received notice from the Majority Lenders that the Eurocurrency Rate for any
Currency determined or to be determined for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (or any affiliate of any
such Lender from which such Lender customarily obtains funds) (as conclusively
certified by such Lenders) of making or maintaining their affected Loans during
such Interest Period, then the Administrative Agent shall give telecopy or
telephonic notice thereof to the Borrower and the Lenders as soon as
practicable thereafter. If such notice is given (x) any Eurocurrency Loans in
the
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affected Currency requested to be made on the first day of such Interest
Period shall be made as ABR Loans, (y) any Loans that were to have been
converted on the first day of such Interest Period to Eurocurrency Loans in the
affected Currency shall be converted to or continued as ABR Loans and (z) any
outstanding Eurocurrency Loans in the affected Currency shall be converted, on
the first day of such Interest Period, to ABR Loans provided that nothing in
this sentence shall be deemed to prevent the Eurocurrency Loans in the affected
Currency from being converted to Eurocurrency Loans in another Currency if the
applicable requirements of this Agreement to the prepayment of such
Eurocurrency Loans in the affected Currency and to the making of such
Eurocurrency Loans in such other Currency shall be satisfied. Until such
notice has been withdrawn by the Administrative Agent, no further Eurocurrency
Loans in the affected Currency shall be made or continued as such, nor shall
the Borrower have the right to convert Loans to Eurocurrency Loans in the
affected Currency.

4.8 Pro Rata Treatment and Payments. (a) Each borrowing of Revolving
Credit Loans (other than Swing Line Loans) by the Borrower from the Revolving
Credit Lenders hereunder shall be made, each payment by the Borrower on account
of any commitment fee in respect of the Revolving Credit Commitments hereunder
shall be allocated by the Administrative Agent, and any reduction of the
Revolving Credit Commitments of the Revolving Credit Lenders shall be allocated
by the Administrative Agent, pro rata according to the Revolving Credit
Commitment Percentages of the Revolving Credit Lenders. Each payment
(including each prepayment) by the Borrower on account of principal of and
interest on any Revolving Credit Loan shall be allocated by the Administrative
Agent pro rata according to the respective outstanding principal Dollar
Equivalent Amounts of such Revolving Credit Loans then held by the Revolving
Credit Lenders. Each payment (including each prepayment) by the Borrower on
account of principal of and interest on any Tranche A-1 Term Loans, Tranche A-2
Term Loans, Tranche B Term Loans or Tranche C Term Loans shall be allocated by
the Administrative Agent pro rata according to the respective outstanding
principal amounts of such Tranche A-1 Term Loans, Tranche A-2 Term Loans,
Tranche B Term Loans or Tranche C Term Loans then held by the Term Loan
Lenders. All payments (including prepayments) to be made by the Borrower
hereunder and under any Notes in any Currency, whether on account of principal,
interest, fees, Reimbursement Obligations or otherwise, shall be made in such
Currency without set-off or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for
the account of the Lenders holding the relevant Loans or the L/C Participants,
as the case may be, at the Administrative Agent's office specified by the
Administrative Agent from time to time, in such Currency and in immediately
available funds. Payments received by the Administrative Agent after such time
shall be deemed to have been received on the next Business Day. If any payment
hereunder (other than payments on Eurocurrency Loans) becomes due and payable
on a day other than a Business Day, the maturity of such payment shall be
extended to the next succeeding Business Day, and, with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension. If any payment on a Eurocurrency Loan becomes due and payable
on a day other than a Business Day, the maturity of such payment shall be
extended to the next succeeding Business Day (and, with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension) unless the
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result of such extension would be to extend such payment into another calendar
month, in which event such payment shall be made on the immediately preceding
Business Day.

(b) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its Commitment Percentage of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that
such Lender is making such amount available to the Administrative Agent, and
the Administrative Agent may, in reliance upon such assumption, make available
to the Borrower a corresponding amount. If such amount is not made available
to the Administrative Agent by the required time on the Borrowing Date
therefor, such Lender shall pay to the Administrative Agent, on demand, such
amount with interest thereon at a rate equal to the daily average Federal Funds
Rate in the case of any amount denominated in Dollars, or the rate customary in
such Currency for settlement of similar interbank obligations in the case of
any amount denominated in an Available Foreign Currency as quoted by the
Administrative Agent, in each case, for the period until such Lender makes such
amount immediately available to the Administrative Agent. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest error. If
such Lender's Commitment Percentage of such borrowing is not made available to
the Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to ABR Loans, in
the case of obligations denominated in Dollars, or the rate per annum
applicable to Eurocurrency Loans having an Interest Period of one day, in the
case of payment obligations denominated in an Available Foreign Currency, in
each case, on demand, from the Borrower.

4.9 Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender (or any affiliate of
such Lender from which such Lender customarily obtains funds) to make or
maintain Eurocurrency Loans in Dollars or any Available Foreign Currency or
Foreign Currency Swing Line Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurocurrency Loans in Dollars or
such Available Foreign Currency or make Foreign Currency Swing Line Loans, as
the case may be, continue Eurocurrency Loans in Dollars or such Available
Foreign Currency, as the case may be, as such and convert ABR Loans to
Eurocurrency Loans in Dollars or such Available Foreign Currency or make
Foreign Currency Swing Line Loans, as the case may be, shall forthwith be
cancelled and (b) such Lender's Loans then outstanding as Eurocurrency Loans in
Dollars or such Available Foreign Currency, as the case may be, if any, shall
be converted automatically to ABR Loans or, if a Foreign Currency Swing Line
Loan, immediately repaid, and on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier period as
required by law. If any such conversion of a Eurocurrency Loan or a Foreign
Currency Swing Line Loan occurs on a day which is not the last day of the then
current Interest Period (or other agreed payment date in the case of a Foreign
Currency Swing Line Loan) with respect thereto, the Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to subsection 4.12.
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4.10 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind whatsoever with
respect to this Agreement, any Note, any Letter of Credit, any Letter of
Credit Application, any Foreign Currency Swing Line Loan or any
Eurocurrency Loan made by it, or change the basis of taxation of payments
to such Lender in respect thereof (except for Non-Excluded Taxes covered
by subsection 4.11 and changes in the rate of tax on the overall net
income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by,
deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit by, or any other acquisition of funds by, any
office of such Lender (or any affiliate of such Lender from which such
Lender customarily obtains funds) which is not otherwise included in the
determination of the Eurocurrency Rate hereunder or the rate applicable to
any Foreign Currency Swing Line Loan; or

(iii) shall impose on such Lender (or such affiliate) any other
condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting
into, continuing or maintaining Eurocurrency Loans or Foreign Currency Swing
Line Loans or issuing or participating in Letters of Credit or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduced amount
receivable.

(b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but
for such adoption, change or compliance (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time, the
Borrower shall promptly pay to such Lender such additional amount or amounts as
will compensate such Lender or such corporation for such reduction.

(c) If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, such Lender shall promptly notify the Borrower
(with a copy to the Administrative Agent) of the event by reason of which it
has become so entitled. A

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certificate as to any additional amounts payable pursuant to this subsection
submitted by such Lender to the Borrower (with a copy to the Administrative
Agent) shall be conclusive in the absence of manifest error. The agreements in
this subsection shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.

4.11 Taxes. (a) All payments made by the Borrower under this
Agreement, any Notes, any Letters of Credit or any Letter of Credit
Applications shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings and
all interest, penalties or similar liabilities imposed with respect to such
tax, now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Administrative Agent or any Lender
as a result of a present or former connection between the Administrative Agent
or such Lender and the jurisdiction of the Governmental Authority imposing such
tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from the Administrative Agent or such
Lender having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement or any Note). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") are required to be withheld from any
amounts payable to the Administrative Agent or any Lender hereunder or under
any Note, any Letters of Credit or any Letter of Credit Applications, the
amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided that the Borrower shall not be required to increase any
such amounts payable to any Lender that is not organized under the laws of the
United States or a state thereof if such Lender fails to comply with the
requirements of paragraph (b) of this subsection. Whenever any Non-Excluded
Taxes are payable by the Borrower, as promptly as possible thereafter the
Borrower shall send to the Administrative Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof. If the
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts
or other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as
a result of any such failure. The agreements in this subsection shall survive
the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.

(b) Each Lender that is not incorporated under the laws of the United
States or a state thereof shall:

(X) in the case of a Lender that is a "bank" within the meaning of
Section 881 (c)(3)(A) of the Code,(i) deliver to the Borrower and the
Administrative Agent (A) two duly completed copies of United States
Internal Revenue Service Form 1001 or
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4224, or successor applicable form, as the case may be, and (B) an Internal
Revenue Service Form W-8 or W-9, or successor applicable form, as the case
may be;

(ii) deliver to the Borrower and the Administrative Agent two
further copies of any such form or certification on or before the date
that any such form or certification expires or becomes obsolete and after
the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrower; and

(iii) obtain such extensions of time for filing and complete such
forms or certifications as may reasonably be requested by the Borrower or
the Administrative Agent; or

(Y) in the case of any such Lender that is not a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, (i) represent to the Borrower
(for the benefit of the Borrower and the Administrative Agent) that it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii)
agree to furnish to the Borrower on or before the date of any payment by
the Borrower, with a copy to the Administrative Agent, (A) a certificate
substantially in the form of Exhibit E (any such certificate a "U.S. Tax
Compliance Certificate") and (B) two accurate and complete original signed
copies of Internal Revenue Service Form W-8, or successor applicable form
certifying to such Lender's legal entitlement at the date of such
certificate to an exemption from U.S. withholding tax under the provisions
of Section 881(c) of the Code with respect to payments to be made under
this Agreement and any Notes (and to deliver to the Borrower and the
Administrative Agent two further copies of such form on or before the date
it expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recently provided form and, if necessary,
obtain any extensions of time reasonably requested by the Borrower or the
Administrative Agent for filing and completing such forms), and (iii)
agree, to the extent legally entitled to do so, upon reasonable request by
the Borrower, to provide to the Borrower (for the benefit of the Borrower
and the Administrative Agent) such other forms as may be reasonably
required in order to establish the legal entitlement of such Lender to an
exemption from withholding with respect to payments under this Agreement
and any Notes, provided that in determining the reasonableness of a
request under this clause (iii) such Lender shall be entitled to consider
the cost (to the extent unreimbursed by the Borrower) which would be
imposed on such Lender of complying with such request;

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender so advises the
Borrower and the Administrative Agent. Each Person that shall become a Lender
or a Participant pursuant to subsection 11.6 shall, upon the effectiveness of
the related transfer, be required to provide all of the forms, certifications
and statements required pursuant to this subsection, provided that in the case
of a Participant the obligations of such Participant pursuant to this paragraph
(b) shall be determined as if such Participant were a Lender except that such
Participant shall furnish all such required forms,

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certifications and statements to the Lender from which the related
participation shall have been purchased.

4.12 Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of, conversion from or into or continuation of Eurocurrency Loans or
Foreign Currency Swing Line Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment of Eurocurrency Loans or
Foreign Currency Swing Line Loans after the Borrower has given a notice thereof
in accordance with the provisions of this Agreement or (c) the making of a
prepayment of Eurocurrency Loans or Foreign Currency Swing Line Loans on a day
which is not the last day of an Interest Period or other agreed payment date
(in the case of Foreign Currency Swing Line Loans) with respect thereto. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period or other agreed payment date (in the case of Foreign
Currency Swing Line Loans) (or, in the case of a failure to borrow, convert or
continue, the Interest Period or other agreed loan period (in the case of
Foreign Currency Swing Line Loans) that would have commenced on the date of
such failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably determined by
such Lender) which would have accrued to such Lender on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market. This covenant shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

4.13 Change of Lending Office; Replacement of Lenders. (a) Each
Lender agrees that if it makes any demand for payment under subsection 4.10 or
4.11(a), or if any adoption or change of the type described in subsection 4.9
shall occur with respect to it, it shall use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions and so long as
such efforts would not be disadvantageous to it, as determined in its sole
discretion) to designate a different lending office if the making of such a
designation would reduce or obviate the need for the Borrower to make payments
under subsection 4.10 or 4.11(a), or would eliminate or reduce the effect of
any adoption or change described in subsection 4.9.

(b) If at any time any Lender makes any demand for payment under
subsection 4.10 or 4.11(a) as a result of any condition described in any such
subsection, then the Borrower may, if such condition continues to exist after
such Lender shall have used reasonable efforts pursuant to paragraph (a) of
this subsection 4.13 and on ten Business Days' prior written notice to the
Administrative Agent and such Lender, replace such Lender by causing such
Lender to (and such Lender shall) assign pursuant to subsection 11.6 (c) all of
its rights and obligations under this Agreement to another Lender or other bank
or financial institution selected by the Borrower and acceptable to the
Administrative Agent for a purchase price equal to the outstanding principal
Dollar Equivalent Amount of all Loans and

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all Reimbursement Obligations, accrued interest, fees and other amounts owing
to such Lender; provided that (i) the Borrower shall have no right to replace
the Administrative Agent, (ii) neither the Administrative Agent nor any Lender
shall have any obligation to the Borrower to find a replacement Lender or other
bank or financial institution, (iii) such replacement must take place no later
than 180 days after such Lender shall have made any such demand for payment,
(iv) in no event shall any Lender hereby replaced be required to pay or
surrender to such replacement Lender or other bank or financial institution any
of the fees received by such Lender pursuant to this Agreement, (v) the
Borrower shall pay such amounts demanded under subsection 4.10 or 4.11(a) to
such Lender, together with any amounts as may be required pursuant to
subsection 4.12, prior to such Lender being replaced and the payment of such
amounts shall be a condition to the replacement of such Lender and (vi) such
Lender shall not be required to pay any fees required by subsection 11.6(e) in
connection with such replacement, which fees shall be paid by the Borrower.

4.14 Borrower Controls on Non-Dollar Indebtedness; Calculation of
Non-Dollar Extensions of Credit; Prepayments. (a) The Borrower will implement
and maintain internal accounting controls to monitor the borrowings and
repayments of Foreign Currency Revolving Credit Loans (including Foreign
Currency Swing Line Loans), the issuance of and drawings under Foreign Currency
Letters of Credit and other Non-Dollar Indebtedness with the object of
preventing any request for an extension of credit that would result in the
Borrower failing to comply with this Agreement, including subsections 2.1, 2.5,
2.6, 3.1, 4.14 and 8.2A, and of promptly identifying and remedying any
circumstance in accordance with clause (c) below where, by reason of changes in
exchange rates, the Borrower fails to be in compliance with such subsections.

(b) The Administrative Agent will calculate the aggregate amount of
the Exposure (as defined in subsection 4.14(c) below) (i) not more frequently
than monthly as of the last Business Day of each calendar month and (ii) (A) if
a Default or Event of Default shall have occurred and be continuing or (B) if
the Foreign Currency Sublimit Outstandings exceed 90% of the Foreign Currency
Subfacility Amount, then at any such time at the discretion of the
Administrative Agent. In making such calculations, the Administrative Agent
will be entitled to rely on the information most recently received by it (i)
from the Foreign Currency Swing Line Lenders in respect of Foreign Currency
Swing Line Commitments and (ii) in a certificate, in form and substance
satisfactory to the Administrative Agent, delivered by the Borrower in respect
of Indebtedness permitted by subsection 8.2A(d). Upon making each such
calculation, the Administrative Agent will inform the Borrower and each of the
Foreign Currency Swing Line Lenders of the result thereof.

(c) In the event that the Borrower (in accordance with paragraph (a)
above) or the Administrative Agent (in accordance with paragraph (b) above)
determines that the aggregate principal Dollar Equivalent Amount of the sum of
(i) Foreign Currency Revolving Credit Loans, Foreign Currency Swing Line Loans
(including Foreign Currency Swing Line Commitments as provided
for in subsection 2.6(b)) and L/C Obligations in respect of Foreign Currency
Letters of Credit and (ii) Non-Dollar Indebtedness permitted by subsection
8.2A(a)(ii) or (d) ((i) and (ii), collectively, the "Exposure") exceeds
$95,000,000 by more than 5%, the Borrower will, as soon as practicable but in
any event within ten Business Days of
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making such determination, make or cause to be made such repayments or
prepayments of Foreign Currency Revolving Credit Loans (including Foreign
Currency Swing Line Loans) and/or such Non-Dollar Indebtedness (or cash
collateralize Foreign Currency Letters of Credit on terms and conditions
satisfactory to the Administrative Agent) as shall be necessary to reduce the
aggregate amount of the Exposure to less than or equal to $95,000,000.

(d) Any prepayment required to be made pursuant to this subsection
4.14 shall be accompanied by payment of amounts payable, if any, pursuant to
subsection 4.12 in respect of the amount so prepaid.

SECTION 5. REPRESENTATIONS AND WARRANTIES

To induce the Managing Agents and the Lenders to enter into this
Agreement and to make the Loans and issue or participate in the Letters of
Credit, the Borrower hereby represents and warrants, on the Closing Date (after
giving effect to the consummation of the Transactions) and on any date
thereafter on which any Loan or any other extension of credit is requested to
be made by any Lender or on which any Letter of Credit is requested to be
issued by the Issuing Lender to the Managing Agents and each Lender that:

5.1 Financial Condition. (a) The consolidated balance sheets of the
Borrower and its consolidated Subsidiaries as of January 31, 1995, January 31,
1996 and January 31, 1997 and the related consolidated statements of income and
of cash flows for the fiscal years ended on such dates, reported on by KPMG
Peat Marwick LLP, copies of which have heretofore been furnished to each
Lender, are complete and correct and present fairly the consolidated financial
condition of the Borrower and its consolidated Subsidiaries as at such dates,
and the consolidated results of their operations and their consolidated cash
flows for the fiscal years then ended. The unaudited consolidated balance
sheet of the Borrower and its consolidated Subsidiaries as at April 30, 1997
and the related unaudited consolidated statements of income and of cash flows
for the three-month period ended on such date, certified by a Responsible
Officer, copies of which have heretofore been furnished to each Lender, are
complete and correct and present fairly the consolidated financial condition of
the Borrower and its consolidated Subsidiaries as at such date, and the
consolidated results of their operations and their consolidated cash flows for
the three-month period then ended (subject to normal year-end audit
adjustments). All such financial statements, including the related schedules
and notes thereto, have been prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by such
accountants or Responsible Officer, as the case may be, and as disclosed
therein). Neither the Borrower nor any of its consolidated Subsidiaries had,
at the date of the most recent balance sheet referred to above, any material
Guarantee Obligation, contingent liability or liability for taxes, or any
long-term lease or other material agreement or unusual forward or long-term
commitment, including, without limitation, any interest rate or foreign
currency swap or exchange transaction, which is not reflected in the foregoing
statements or in the notes thereto. During the period from January 31, 1997 to
and including the Closing Date there has been no sale, transfer or other
disposition by the Borrower or any of its consolidated Subsidiaries of any
material part of its business or property and, except as contemplated by the
Transactions, no
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purchase or other acquisition of any business or property (including any
capital stock of any other Person) material in relation to the consolidated
financial condition of the Borrower and its consolidated Subsidiaries at
January 31, 1997.

(b) The consolidated balance sheets of Lemmerz and its Subsidiaries
as of December 31, 1994, December 31, 1995 and December 31, 1996 and the
related consolidated statements of income and of cash flows for the fiscal
years ended on such dates, reported on by KPMG Deutsche Trevhand-Gesellschaft
AG, copies of which have heretofore been furnished to each Lender, are (to the
knowledge of the Borrower in the case of the financial statements as of and for
the fiscal year ended December 31, 1994) complete and correct and present
fairly the consolidated financial condition of Lemmerz and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the fiscal years then ended. All such
financial statements as of and for the periods ended December 31, 1995 and
December 31, 1996, including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the periods
involved (except as approved by such accountants or responsible officer, as the
case may be, and as disclosed therein). Neither Lemmerz nor any of its
consolidated Subsidiaries had, at the date of the most recent balance sheet
referred to above, any material Guarantee Obligation, contingent liability or
liability for taxes, or any long-term lease or other material agreement or
unusual forward or long-term commitment, including, without limitation, any
interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto. During the
period from December 31, 1996 to and including the Closing Date, except as
contemplated by the Transactions, there has been no sale, transfer or other
disposition by Lemmerz or any of its consolidated Subsidiaries of any material
part of its business or property and no purchase or other acquisition of any
business or property (including any capital stock of any other Person) material
in relation to the consolidated financial condition of Lemmerz and its
consolidated Subsidiaries at December 31, 1996.

(c) The pro forma balance sheet of the Borrower and its consolidated
Subsidiaries (the "Pro Forma Balance Sheet"), copies of which have heretofore
been furnished to each Lender, is the balance sheet of the Borrower and its
consolidated Subsidiaries as of January 31, 1997 (the "Pro Forma Date"),
adjusted to give effect (as if such events had occurred on such date) to (i)
the consummation of the Transactions, (ii) the making of the Loans and other
extensions of credit hereunder to be made on the Closing Date and the
application of the proceeds thereof as contemplated hereby and (iii) the
payment of the fees and expenses paid in connection with the consummation of
the Transactions and the other transactions contemplated by the Loan Documents
and the Transaction Documents (which fees and expenses shall not exceed
$20,000,000).

5.2 No Change; Solvency. Since January 31, 1997, there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect. As of the Closing Date, after giving effect to the
transactions contemplated by the Loan Documents and the Transactions, the
Borrower and its Subsidiaries are solvent, on a consolidated basis and on an
individual basis.
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5.3 Corporate Existence; Compliance with Law. Each of the Borrower
and the other Loan Parties (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has the
corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except for jurisdictions in which the failure to
so qualify, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

5.4 Corporate Power; Authorization; Enforceable Obligations. Each of
the Borrower and the other Loan Parties has the corporate power and authority,
and the legal right, to execute, deliver and perform the Loan Documents to
which it is a party and the Transaction Documents to which it is a party and,
in the case of the Borrower, to borrow hereunder and each of the Borrower and
the other Loan Parties has taken all necessary corporate action to authorize
the borrowings on the terms and conditions of this Agreement and any Notes and
to authorize the execution, delivery and performance of the Loan Documents to
which it is a party and the Transaction Documents to which it is a party. No
consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required to be
received, made, given or completed by any of the Loan Parties in connection
with the borrowings hereunder or with the execution, delivery, performance,
validity or enforceability of the Loan Documents to which the Borrower or any
of the other Loan Parties is a party or the Transaction Documents to which the
Borrower or any of the other Loan Parties is a party other than filings and
recordings to perfect the first priority security interest of the Lenders
created by the Security Documents and other than those set forth on Schedule
5.4 (which consents, authorizations, filings, notices and other acts have been
heretofore received, made, given or completed). This Agreement has been duly
executed and delivered by the Borrower, and each of the other Loan Documents to
which the Borrower or any of the other Loan Parties is a party and each of the
Transaction Documents to which the Borrower or any of the other Loan Parties is
a party will be duly executed and delivered by the Borrower or such other Loan
Party. This Agreement constitutes a legal, valid and binding obligation of the
Borrower, and each other Loan Document to which the Borrower or any of the
other Loan Parties is a party and each of the Transaction Documents to which
the Borrower or any of the other Loan Parties is a party when executed and
delivered by the Borrower or such other Loan Party will constitute a legal,
valid and binding obligation of the Borrower or such other Loan Party,
enforceable against the Borrower or such other Loan Party in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.

5.5 No Legal Bar. The execution, delivery and performance of the
Loan Documents to which the Borrower or any of the other Loan Parties is a
party or the
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Transaction Documents to which the Borrower or any of the other Loan Parties
is a party, the borrowings hereunder and the use of the proceeds thereof will
not violate any Requirement of Law or material Contractual Obligation of the
Borrower or of any of the other Loan Parties and will not result in, or
require, the creation or imposition of any Lien on any of its or their
respective properties or revenues pursuant to any such Requirement of Law or
Contractual Obligation (other than the Loan Documents).

5.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Borrower, threatened by or against the Borrower or any
of the other Loan Parties or against any of its or their respective properties
or revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, (b) on the Closing Date, with
respect to any of the Transaction Documents or (c) which could reasonably be
expected to have a Material Adverse Effect.

5.7 No Default. Neither the Borrower nor any of the other Loan
Parties is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a
Material Adverse Effect. No Default or Event of Default has occurred and is
continuing.

5.8 Ownership of Property; Liens. Each of the Borrower and the other
Loan Parties has good record and marketable title in fee simple to, or a valid
leasehold interest in, all its material real property, and good title to, or a
valid leasehold interest in, all its other material property, and none of such
property is subject to any Lien except as permitted by subsection 8.3. The
properties encumbered by the Fee Mortgages constitute all of the material real
properties owned in fee by the Borrower and the other Loan Parties.

5.9 Intellectual Property. The Borrower and each of the other Loan
Parties owns, or is licensed to use, all trademarks, tradenames, copyrights,
technology, know-how and processes necessary for the conduct of its business as
currently conducted except for those the failure to own or license which could
not reasonably be expected to have a Material Adverse Effect (the "Intellectual
Property"). No claim has been asserted and is pending by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, except for such
claims which, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, nor does the Borrower know of any valid basis for any
such claim. The use of such Intellectual Property by the Borrower and the
other Loan Parties does not infringe on the rights of any Person, except for
such infringements that, in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.

5.10 No Burdensome Restrictions. No Requirement of Law (other than
ongoing compliance in the ordinary course of business with tax laws and
Environmental Laws to the extent that the existence thereof could be understood
to have a Material Adverse Effect) or Contractual Obligation of the Borrower or
any of the other Loan Parties could reasonably be expected to have a Material
Adverse Effect.
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5.11 Taxes. Each of the Borrower and the other Loan Parties has
filed or caused to be filed all United States federal income tax returns and
all other material tax returns which, to the knowledge of the Borrower, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any taxes, fees or other charges (i) with
respect to which the failure to pay, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect or (ii) the amount or validity of
which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided
on the books of the Borrower or any of the other Loan Parties, as the case may
be); no tax Lien has been filed, and, to the knowledge of the Borrower, no
claim is being asserted, with respect to any such tax, fee or other charge.

5.12 Federal Regulations. No part of the proceeds of any Loans or
other extensions of credit hereunder have been or will be used for any purpose
which violates the provisions of the Regulations of the Board, including,
without limitation, Regulation G or Regulation U thereunder. If requested by
any Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form G-1 or FR Form U-1 referred to in
said Regulation G or Regulation U, as the case may be.

5.13 ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred, and no
Lien in favor of the PBGC or a Plan has arisen, during such five year period.
The present value of all accrued benefits under all Single Employer Plans taken
as a whole does not exceed the value of the assets of such Single Employer
Plans by more than $75,000,000. Neither the Borrower nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan, and neither the Borrower nor any Commonly Controlled Entity
would become subject to any material liability under ERISA if the Borrower or
any such Commonly Controlled Entity were to withdraw completely from all
Multiemployer Plans as of the valuation date most closely preceding the date on
which this representation is made or deemed made. As of the Closing Date, and
to the knowledge of the Borrower on any Borrowing Date thereafter, no such
Multiemployer Plan is in Reorganization or Insolvent.

5.14 Collateral. The provisions of each of the Security Documents,
when executed and delivered, will constitute in favor of the Administrative
Agent for the ratable benefit of the Lenders, a legal, valid and enforceable
security interest in all right, title, and interest of the Borrower or any of
the other Loan Parties which is a party to such Security Document, as the case
may be, in the Collateral described in such Security Document. As of the
Closing Date, all Equipment and Inventory (as each of such terms is defined in
the Guarantee and Collateral Agreement) of the Borrower and each other Loan
Party will be kept at, or will be in transit to, the locations listed on
Schedule 5.14, and when financing
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statements have been filed in the offices in the jurisdictions listed in
Schedule 3 to the Guarantee and Collateral Agreement, when appropriate filings
have been made in the U.S. Patent and Trademark Office and the U.S. Copyright
Office, and when such other actions as are described in each of the Security
Documents have been taken in accordance with the Security Documents, each of
the Security Documents shall constitute a perfected security interest in all
right, title and interest of the Borrower or such other Loan Parties, as the
case may be, in the Collateral described therein, and except for Liens existing
on the Closing Date which are permitted by subsection 8.3 and whose priority
cannot be superseded by the provisions hereof or of any Security Document and
the filings hereunder or thereunder, a perfected first lien on, and security
interest in, all right, title and interest of the Borrower or such other Loan
Parties, as the case may be, in the Collateral described in each Security
Document.

5.15 Investment Company Act; Other Regulations. The Borrower is not
an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. The
Borrower is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness.

5.16 Subsidiaries and Joint Ventures. Schedule 5.16 hereto sets
forth all of the Subsidiaries of the Borrower, and all of the joint ventures in
which the Borrower or any of its Subsidiaries has an interest, at the Closing
Date, after giving effect to the Acquisition, the jurisdiction of their
incorporation and the direct or indirect ownership interest of the Borrower
therein.

5.17 Purpose of Loans. The proceeds of the Tranche A-2 Loans shall
be used by the Borrower (i) to finance a portion of the Acquisition, (ii) to
finance the Refinancing, and (iii) to pay related fees and expenses. The other
Term Loans constitute continuations thereof made pursuant to the Prior Credit
Agreement the proceeds of which were used for the purposes provided for
therein. The Revolving Credit Loans may be used by the Borrower to finance the
Transactions (in an aggregate principal amount not to exceed $15.6 million
(after giving effect to interim intercompany transfers of funds)) and for the
general corporate purposes of the Borrower and its Subsidiaries.

5.18 Environmental Matters. Other than exceptions to any of the
following that would not, individually or in the aggregate, reasonably be
expected to give rise to a Material Adverse Effect:

(i) The Borrower and the other Loan Parties: (A) are, and within the
period of all applicable statutes of limitation have been, in compliance with
all applicable Environmental Laws; (B) hold all Environmental Permits (each of
which is in full force and effect) required for any of their current operations
or for any property owned, leased, or otherwise operated by any of them and
have no reason to believe that they will not be able to timely obtain without
material expense all such Environmental Permits required for planned
operations; (C) are, and within the period of all applicable statutes of
limitation have been, in compliance with all of their Environmental Permits;
and (D) have no reason to believe that:
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any of their Environmental Permits will not be, or will entail material expense
to be, timely renewed or complied with; any additional Environmental Permits
that may be required of any of them will not be, or will entail material
expense to be, timely granted or complied with; or that compliance with any
Environmental Law that is applicable to any of them will not be, or will entail
material expense to be, timely attained and maintained.

(ii) Materials of Environmental Concern have not been generated,
transported, disposed of, emitted, discharged, or otherwise released or
threatened to be released, to or at any real property presently or formerly
owned, leased or operated by the Borrower or any of the other Loan Parties or,
to the best knowledge of the Borrower, at any other location, which could
reasonably be expected to (A) give rise to liability of the Borrower or any of
the other Loan Parties under any applicable Environmental Law, or (B) interfere
with the Borrower's or any other Loan Party's planned or continued operations,
or (C) impair the fair saleable value of any real property owned or leased by
the Borrower or any other Loan Parties.

(iii) There is no judicial, administrative, or arbitral proceeding
(including any notice of violation or alleged violation) under any
Environmental Law to which the Borrower or any of the other Loan Parties is
named as a party that is pending or, to the knowledge of the Borrower,
threatened.

(iv) Neither the Borrower nor any of the other Loan Parties has
received any written request for information, or been notified that it is a
potentially responsible party, under the federal Comprehensive Environmental
Response, Compensation, and Liability Act or any similar Environmental Law, or
received any other written request for information with respect to any
Materials of Environmental Concern.

(v) Neither the Borrower nor any of the other Loan Parties has
entered into or agreed to any consent decree, order, or settlement or other
agreement, nor is subject to any judgment, decree, or order or other agreement,
in any judicial, administrative, arbitral, or other forum, relating to
compliance with or liability under any Environmental Law, as to which any
obligation has not been fully and finally resolved.

(vi) Neither the Borrower nor any of its Subsidiaries has assumed or
retained, by contract or, to the best knowledge of the Borrower, by operation
of law, any liabilities of any kind, fixed or contingent, known or unknown,
under any Environmental Law or with respect to any Material of Environmental
Concern.

5.19 Regulation H. Except as otherwise disclosed in writing to the
Administrative Agent, no Fee Mortgage or Leasehold Mortgage encumbers improved
real property which is located in an area that has been identified by the
Secretary of Housing and Urban Development as an area having special flood
hazards and in which flood insurance has been made available under the National
Flood Insurance Act of 1968.

5.20 No Material Misstatements. The written information (including,
without limitation, the Offering Memorandum dated June 19, 1997 relating to the
High-Yield Indebtedness, including the information regarding the financial
performance and financial
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position of Lemmerz and its Consolidated Subsidiaries for the fiscal quarter
ended March 31, 1997), reports, financial statements, exhibits and schedules
furnished by or on behalf of the Borrower and each other Loan Party to the
Administrative Agent, the Documentation Agent and the Lenders in connection
with the negotiation of any Loan Document or any Transaction Document or
included therein or delivered pursuant thereto do not contain, and will not
contain as of the Closing Date, any material misstatement of fact and do not,
taken as a whole, omit, and will not, taken as a whole, omit as of the Closing
Date, to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not materially
misleading. It is understood that no representation or warranty is made
concerning the forecasts, estimates, pro forma information, projections and
statements as to anticipated future performance or conditions, and the
assumptions on which they were based, contained in any such information,
reports, financial statements, exhibits or schedules, except that as of the
date such forecasts, estimates, pro forma information, projections and
statements were generated, (a) such forecasts, estimates, pro forma
information, projections and statements were based on the good faith
assumptions of the management of the Borrower and (b) such assumptions were
believed by such management to be reasonable.

5.21 Delivery of the Transaction Documents. The Administrative Agent
shall have received on or prior to the Closing Date for itself and for each
Lender a complete copy of each of the Transaction Documents (including all
exhibits, schedules and disclosure letters referred to therein or delivered
pursuant thereto, if any) delivered on or prior to the Closing Date in
connection with the Transactions and all amendments thereto, waivers relating
thereto and other side letters or agreements affecting the terms thereof in any
material respect on or prior to the Closing Date.

5.22 Representations and Warranties Contained in the Transaction
Documents. Each of the Transaction Documents shall have been duly executed and
delivered by each of the parties thereto on or prior to the Closing Date. As
of the Closing Date, the representations and warranties of (a) each of the
parties thereto contained in the Purchase Agreement (after giving effect to any
amendments, supplements, waivers or other modifications of the Purchase
Agreement prior to the Closing Date in accordance with this Agreement) and (b)
each of the Loan Parties contained in any of the other Transaction Documents
(after giving effect to any amendments, supplements, waivers or other
modifications of any of such Transaction Documents prior to the Closing Date in
accordance with this Agreement), in each case, will be true and correct in all
material respects except as otherwise disclosed to the Lenders in writing prior
to the Closing Date.

5.23 Labor Matters. There are no strikes pending or, to the
knowledge of the Borrower, threatened against the Borrower or any other Loan
Party which, individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect. The hours worked and payments made to
employees of the Borrower and each other Loan Party have not been in violation
of any applicable laws, rules or regulations, except where such violations
would not reasonably be expected to have a Material Adverse Effect. The
consummation of the Acquisition will not give rise to a right of termination or
right of renegotiation on the part of any union under any collective bargaining
agreement to which the

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Borrower or any other Loan Party (or any predecessor) is a party or by which
the Borrower or any other Loan Party (or any predecessor) is bound.

SECTION 6. CONDITIONS PRECEDENT

6.1 Conditions to Effectiveness. The effectiveness of the agreement
of each Lender to make and/or continue the Loans or other extensions of credit
requested to be made and/or continued by it hereunder is subject to the
satisfaction, immediately prior to or concurrently with the making and/or
continuation of such Loans or other extensions of credit on the Closing Date
(provided that the Closing Date shall occur on or before September 30, 1997),
of the following conditions precedent:

(a) Loan Documents. The Administrative Agent shall have received on
or prior to the Closing Date (i) this Agreement, executed and delivered by
a duly authorized officer of the Borrower, with a counterpart for each
Lender, (ii) for the account of each of the Lenders which has requested a
Note pursuant to any of subsections 2.2, 2.6, 2.8, 2.9, 2.10 and 2.11, a
Revolving Credit Note, a Swing Line Note, a Tranche A-1 Term Note, a
Tranche A-2 Term Note, a Tranche B Term Note or a Tranche C Term Note, as
the case may be, each conforming to the requirements hereof and executed
and delivered by a duly authorized officer of the Borrower, (iii) the
Guarantee and Collateral Agreement, executed and delivered by a duly
authorized officer of each party thereto, with a counterpart or a
conformed copy for each Lender, (iv) a Foreign Stock Pledge Agreement,
with respect to the Capital Stock of HWI Sub and Autokola, each executed
and delivered by a duly authorized officer of each party thereto, with a
counterpart or conformed copy for each Lender, (vii) the Copyright, Patent
and Trademark Security Agreement, executed and delivered by a duly
authorized officer of the Borrower and the other signatories thereto, with
a counterpart or a conformed copy for each Lender and (vii) such
amendments to the Mortgages as may be reasonably requested by the
Administrative Agent, each executed and delivered by a duly authorized
officer of each party thereto, with a counterpart or conformed copy for
each Lender.

(b) Consummation of the Transactions. On or prior to the Closing
Date, (i) the Borrower shall have acquired 99.99% of the Capital Stock of
Lemmerz in accordance with the Purchase Agreement and (ii) the aggregate
amount of fees and expenses paid in connection with the Transactions
including the financing therefor and the other transactions contemplated
thereby and by the Loan Documents shall not have been more than
$20,000,000; provided that the Lenders shall be reasonably satisfied (i)
with the terms and conditions of the Transaction Documents including,
without limitation, any amendment or modification thereto (or any other
change to the structure of the Transactions from that set forth in the
Commitment Letter), (ii) that such terms and conditions shall have been
complied with and satisfied in all material respects and that the
Transactions shall have been consummated in accordance with such terms and
conditions in all material respects and (iii) that the terms and
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conditions of the other agreements to be entered into in connection with
the Transactions shall be reasonably satisfactory to the Lenders in all
material respects.

(c) Proceeds of Issuance of High-Yield Indebtedness. On or prior to
the Closing Date the Borrower shall have received not less than
$250,000,000 in gross cash proceeds from the issuance of the High-Yield
Indebtedness and the terms and conditions (including, without limitation,
terms and conditions relating to the interest rate, fees, amortization,
maturity, subordination, covenants, events of default and remedies) of the
High-Yield Indebtedness and the High-Yield Indebtedness Indenture shall be
reasonably satisfactory in all material respects to the Lenders.

(d) Consent Solicitation. On or prior to the Closing Date, the
Borrower shall have either (i) consummated the Consent Solicitation, and
the Senior Subordinated Notes Indenture shall have been amended in a
manner reasonably satisfactory to the Lenders in all material respects,
which amendment shall, among other things, amend the limitation on
additional indebtedness covenant contained therein and shall make such
other changes as shall be necessary so that after giving effect thereto
and to the consummation of the Transactions, the financing therefor and
the other transactions contemplated thereby, no default or event of
default would exist thereunder or (ii) the Borrower shall have provided
the Administrative Agent with evidence satisfactory to it that such
Consent Solicitation is not necessary to provide that after giving effect
to the consummation of the Transactions, the financing therefor and the
other transactions contemplated thereby, no default or event of default
would exist thereunder.

(e) Existing Indebtedness. The Borrower and its Subsidiaries shall
have no Indebtedness or preferred Capital Stock outstanding on the Closing
Date except for (i) the Loans to be made on the Closing Date, (ii) the
Senior Subordinated Notes, (iii) the Borrower Notes, (iv) the High-Yield
Indebtedness, (v) other Indebtedness permitted by subsection 8.2 or 8.2A
and (vi) the Seller Preferred Stock.

(f) Financial Information. On or prior to the Closing Date, the
Lenders shall have received copies of and shall be reasonably satisfied,
in form and substance, with the financial statements referred to in
subsection 5.1, including, without limitation, the Pro Forma Balance
Sheet. The financial statements referred to in subsection 5.1(b) and the
Pro Forma Balance Sheet, in each case, shall not be materially
inconsistent with the applicable forecasts previously provided to the
Lenders.

(g) Solvency Letter. On or prior to the Closing Date, the Lenders
shall have received a solvency letter, in form and substance and from
Xxxxxxxx Xxxxx Xxxxxx & Xxxxx or another independent evaluation firm
satisfactory to the Lenders, together with such other evidence reasonably
requested by the Lenders of the solvency of the Borrower and its
Subsidiaries on a consolidated basis after giving effect to the
Transactions, the financing therefor and the consummation of the other
transactions contemplated thereby and by the Loan Documents.
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(h) Government and Third Party Consents. (i) On or prior to the
Closing Date, all requisite Governmental Authorities and third parties
shall have approved or consented to the Transactions, the financing
therefor and the other transactions contemplated by the Loan Documents and
the Transaction Documents to the extent required and (ii) all applicable
waiting periods shall have expired and there shall be no governmental or
judicial action, actual or threatened, that has or could have a reasonable
likelihood of restraining, preventing or imposing burdensome conditions on
the Transactions or the other transactions contemplated by the Transaction
Documents and the Loan Documents.

(i) Borrowing Certificate. On or prior to the Closing Date, the
Administrative Agent shall have received, with a counterpart for each
Lender, a certificate of the Borrower, dated the Closing Date,
substantially in the form of Exhibit C, with appropriate insertions and
attachments, satisfactory in form and substance to the Administrative
Agent, executed by the President or any Vice President and the Secretary
or any Assistant Secretary of the Borrower.

(j) Corporate Proceedings of the Loan Parties. On or prior to the
Closing Date, the Administrative Agent shall have received, with a
counterpart for each Lender, a copy of the resolutions, in form and
substance satisfactory to the Administrative Agent, of the Board of
Directors of each of the Loan Parties authorizing (i) the execution,
delivery and performance of this Agreement and the other Loan Documents to
which it is a party, (ii) in the case of the Borrower, the borrowings
contemplated hereunder and (iii) the granting by it of the Liens created
pursuant to the Security Documen- ts, certified by the Secretary or an
Assistant Secretary of such Loan Party as of the Closing Date, which
certificate shall be in form and substance satisfactory to the
Administrative Agent and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.

(k) Incumbency Certificate of the Loan Parties. On or prior to the
Closing Date, the Administrative Agent shall have received, with a
counterpart for each Lender, a certificate of each of the Loan Parties,
dated the Closing Date, as to the incumbency and signature of the officers
of such Loan Party executing any Loan Document satisfactory in form and
substance to the Administrative Agent, executed by the President or any
Vice President and the Secretary or any Assistant Secretary of such Loan
Party.

(l) Corporate Documents. On or prior to the Closing Date, the
Administrative Agent shall have received, with a counterpart for each
Lender, true and complete copies of the certificate of incorporation and
by-laws of each of the Loan Parties, certified as of the Closing Date as
complete and correct copies thereof by the Secretary or an Assistant
Secretary of such Loan Party.

(m) Consents, Licenses and Approvals. On or prior to the Closing
Date, the Administrative Agent shall have received, with a counterpart for
each Lender, a certificate of a Responsible Officer of the Borrower (i)
attaching copies of all
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consents, authorizations and filings referred to in subsection 5.4,
and (ii) stating that such consents, licenses and filings are in full
force and effect, and each such consent, authorization and filing
shall be in form and substance satisfactory to the Administrative
Agent.

(n) Fees. The Administrative Agent and the Lenders shall have
received the fees to be received on the Closing Date referred to in
subsection 2.4.

(o) Legal Opinions. On or prior to the Closing Date, the
Administrative Agent shall have received, with a counterpart for each
Lender, the following executed legal opinions:

(i) the executed legal opinion of Skadden, Arps, Slate, Xxxxxxx &
Xxxx LLP, counsel to the Borrower and the other Loan Parties,
substantially in the form of Exhibit D-1, with such changes thereto
as may be approved by the Administrative Agent;

(ii) the executed legal opinion of the general counsel or assistant
general counsel of the Borrower, substantially in the form of Exhibit
D-2, with such changes thereto as may be approved by the
Administrative Agent;

(iii)the executed legal opinions of counsel listed on Schedule
6.1(o), in form and substance reasonably satisfactory to the
Administrative Agent.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent
may reasonably require. In addition, the Administrative Agent shall have
received, with a copy for each Lender, the legal opinions referred to in
Section 8.2 of the Purchase Agreement and delivered in connection with the
issuance of the High-Yield Indebtedness.

(p) Pledged Stock; Stock Powers; Pledged Notes. The Administrative
Agent shall have received the certificates, if any, representing the
shares pledged pursuant to the Guarantee and Collateral Agreement and the
Foreign Stock Pledge Agreements, together with an undated stock power for
each such certificate executed in blank by a duly authorized officer of
the pledgor thereof, and the notes pledged pursuant to the Guarantee and
Collateral Agreement, each endorsed in blank by a duly authorized officer
of the pledgor thereof.

(q) Actions to Perfect Liens. On or prior to the Closing Date, the
Administrative Agent shall have received evidence in form and substance
satisfactory to it that all filings, recordings, registrations and other
actions, including, without limitation, the filing of duly executed
financing statements on Form UCC-1, necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Liens created by the
Security Documents shall have been completed or that all such financing
statements and other documents with respect to such filings, recordings,
registrations and other actions shall have been delivered to the
Administrative Agent.
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(r) Global Assignment and Acceptance. On or prior to the Closing
Date, the Administrative Agent shall have received the Global Assignment
and Acceptance, executed and delivered by a duly authorized officer of
each party thereto, with a counterpart or conformed copy for each Lender.

6.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any Loan or any other extension of credit requested to be made
by it on any date (including, without limitation, its initial extension of
credit), and of the Issuing Lender to issue any Letter of Credit requested to
be issued by it on any date, is subject to the satisfaction of the following
conditions precedent:

(a) Representations and Warranties. Each of the representations and
warranties made by the Borrower and any other Loan Party in or pursuant to
the Loan Documents shall be true and correct in all material respects on
and as of such date as if made on and as of such date, except for
representations and warranties stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material respects on and as of such earlier date.

(b) No Default. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date.

(c) Additional Matters. All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Loan Documents
shall be satisfactory in form and substance to the Administrative Agent,
and the Administrative Agent shall have received such other documents and
legal opinions in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as it shall reasonably request.

Each borrowing by and Letter of Credit issued on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date thereof that the conditions contained in this subsection have been
satisfied.

SECTION 7. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, on and after the Closing Date and so
long as the Commitments remain in effect or any Letter of Credit remains
outstanding and unpaid or any amount is owing to any Lender or the
Administrative Agent hereunder or under any other Loan Document, the Borrower
shall and (except in the case of delivery of financial information, reports and
notices) shall cause each of its Subsidiaries to:
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7.1 Financial Statements. Furnish to each Lender:

(a) as soon as available, but in any event within 90 days after the
end of each fiscal year of the Borrower, a copy of the Consolidated and
Consolidating balance sheets of the Borrower and its consolidated
Subsidiaries as at the end of such year and the related Consolidated and
Consolidating statements of income and Consolidated statements of retained
earnings and of cash flows for such year, setting forth (i) in the case of
such Consolidated balance sheet, in comparative form the budgeted figures
as at the end of such fiscal year and the figures as at the end of the
previous fiscal year and (ii) in the case of such Consolidated statements
of income and of cash flows, in comparative form the budgeted figures for
such fiscal year and the figures for the previous fiscal year, reported
on, in the case of such Consolidated financial statements, without a
"going concern" or like qualification or exception, or qualification
arising out of the scope of the audit, by KPMG Peat Marwick or other
independent certified public accountants of nationally recognized
standing; and

(b) as soon as available, but in any event within 45 days after the
end of each of the first three quarterly periods of each fiscal year of
the Borrower, the unaudited Consolidated balance sheets of the Borrower
and its consolidated Subsidiaries as at the end of such quarter and the
related unaudited Consolidated statements of income and of cash flows of
the Borrower and its consolidated Subsidiaries for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth
(i) in the case of such Consolidated balance sheet, in comparative form
the budgeted figures as at the end of such quarter and the figures as at
the end of the corresponding quarter of the previous fiscal year and (ii)
in the case of such Consolidated statements of income and of cash flows,
in comparative form the budgeted figures for such quarter and the figures
for the corresponding quarter of the previous fiscal year, certified by a
Responsible Officer as being fairly stated in all material respects
(subject to normal year-end audit adjustments); and

(c) as soon as available, but in any event not later than 15 days
(or, in the event that such 15th day is not a Business Day, the next
succeeding Business Day) after the end of each month of each fiscal year
of the Borrower (or, in the event that such month ends on the last day of
a fiscal quarter, not later than 45 days after the end of such month), (i)
the unaudited Consolidated balance sheets of the Borrower and its
consolidated Subsidiaries as at the end of such month and the related
unaudited Consolidated statements of income and of cash flows of the
Borrower and its consolidated Subsidiaries for such month and the portion
of the fiscal year through the end of such month, certified by a
Responsible Officer as being fairly stated in all material respects
(subject to normal year-end audit adjustments) and (ii) a certificate
setting forth in reasonable detail any and all calculations necessary to
show compliance with subsection 8.2A;

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout

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the periods reflected therein and with prior periods (except as approved by
such accountants or Responsible Officer, as the case may be, and disclosed
therein).

7.2 Certificates; Other Information. Furnish to each Lender:

(a) concurrently with the delivery of the financial statements
referred to in subsection 7.1(a), a certificate of the independent
certified public accountants reporting on such financial statements
stating that in connection with their audit nothing has come to their
attention to cause them to believe that the Borrower or any of its
Subsidiaries failed to comply with the covenants contained in Section 8;
provided that such audit shall not have been directed primarily toward
obtaining knowledge of such noncompliance, except as specified in such
certificate;

(b) concurrently with the delivery of the financial statements
referred to in subsections 7.1(a) and (b), a certificate of a Responsible
Officer ("Compliance Certificate") stating that, to the best of such
Officer's knowledge, during such period (i) no Subsidiary has been formed
or acquired (or, if any such Subsidiary has been formed or acquired, the
Borrower has complied with the requirements of subsection 7.10 with
respect thereto) other than in connection with the Acquisition, (ii)
neither the Borrower nor any of its Subsidiaries has changed its name
(except that the Borrower will change its name following the consummation
of the Acquisition to Xxxxx Lemmerz International Inc.), its principal
place of business, its chief executive office or the location of any
material item of tangible Collateral without complying with the
requirements of this Agreement and the Security Documents with respect
thereto, (iii) the Borrower has observed or performed all of its covenants
and other agreements, and satisfied every condition, contained in this
Agreement and the other Loan Documents to be observed, performed or
satisfied by it, and (iv) the Borrower has set forth in reasonable detail
any and all calculations necessary to show compliance with subsection
2.1(a) (including, but not limited to, the proviso therein (for which the
Borrower shall calculate and provide the Dollar Equivalent Amount of the
Aggregate Outstanding Revolving Credit for the first day of the thirty-day
compliance period provided for therein)) and all of the financial
condition covenants set forth in subsections 8.1 and 8.9, including,
without limitation, calculations and reconciliations, if any, necessary to
show compliance with such financial condition covenants on the basis of
generally accepted accounting principles in the United States consistent
with those utilized in preparing the audited financial statements referred
to in subsection 5.1, and that such Officer has obtained no knowledge of
any Default or Event of Default except as specified in such certificate;

(c) not later than 45 days after the end of each fiscal year of the
Borrower, a copy of the projections by the Borrower of the balance sheet,
statement of income and statement of cash flows on a consolidated basis
of the Borrower and its Subsidiaries for each of the next succeeding two
fiscal years, such projections to be accompanied by a certificate of a
Responsible Officer to the effect that such projections have been prepared
on the basis of sound financial planning practice and that such Officer
has no reason to believe they are incorrect or misleading in any material
respect;
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(d) within five days after the same are sent, copies of all financial
statements and reports which the Borrower sends to its stockholders
generally, and within five days after the same are filed, copies of all
financial statements and reports which the Borrower may make to, or file
with, the Securities and Exchange Commission or any successor or analogous
Governmental Authority; and

(e) promptly, such additional financial and other information as any
Lender may from time to time reasonably request.

7.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all
its obligations of whatever nature, including, without limitation, taxes,
except where (a) the amount or validity thereof is currently being contested in
good faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of the Borrower or its
Subsidiaries, as the case may be, or (b) the failure to so pay, discharge or
otherwise satisfy such obligations could not, in the aggregate, be reasonably
be expected to have a Material Adverse Effect.

7.4 Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business except as
otherwise permitted pursuant to subsection 8.5; comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, be reasonably expected to have a
Material Adverse Effect.

7.5 Maintenance of Property; Insurance. Keep all property useful and
necessary in its business in good working order and condition, reasonable wear
and tear excepted; maintain with financially sound and reputable insurance
companies insurance on all the Collateral in accordance with the requirements
of Section 5.3 of the Guarantee and Collateral Agreement, Section 5 of each of
the Fee Mortgages and Section 5 of each of the Leasehold Mortgages and on all
its other property in at least such amounts (including as to amounts of
deductibles) and against at least such risks (but including in any event
commercial general liability, product liability and business interruption) as
are usually insured against in the same general area by companies engaged in
the same or a similar business; and furnish to each Lender, upon written
request, full information as to the insurance carried.

7.6 Inspection of Property; Books and Records; Discussions. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and upon reasonable notice and as often as may reasonably be desired and
to discuss the business, operations, properties and financial and other
condition of the Borrower and its Subsidiaries with officers and employees of
the Borrower and its Subsidiaries and with its independent certified public
accountants (provided that any officers or employees of the

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Borrower shall be permitted to be present at any such discussions between
representatives of any Lender and the Borrower's independent certified public
accountants).

7.7 Notices. Promptly give notice to the Administrative Agent and
each Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries, including, without
limitation, under the Senior Subordinated Notes or (ii) litigation,
investigation or proceeding which may exist at any time between the
Borrower or any of its Subsidiaries and any Governmental Authority, which
in either case, if not cured or if adversely determined, as the case may
be, could reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding affecting the Borrower or any of its
Subsidiaries (i) in which the amount involved is $10,000,000 or more and
not covered by insurance or (ii) in which injunctive or similar relief is
sought which could reasonably be expected to have a Material Adverse
Effect;

(d) the following events, as soon as possible and in any event within
30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any Reportable Event with respect to
any Plan, a failure to make any required contribution to a Plan, the
creation of any Lien in favor of the PBGC or a Plan or any withdrawal
from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan or (ii) the institution of proceedings or the taking of
any other action by the PBGC or the Borrower or any Commonly Controlled
Entity or any Multiemployer Plan with respect to the withdrawal from, or
the terminating, Reorganization or Insolvency of, any Plan;

(e) any material adverse change in the business, operations,
property, condition (financial or otherwise) or prospects of the Borrower
and its Subsidiaries taken as a whole; and

(f) as soon as possible after a Responsible Officer of the Borrower
knows or reasonably should know thereof, (i) any release or discharge by
the Borrower or any of its Subsidiaries of any Materials of Environmental
Concern required to be reported under applicable Environmental Laws to any
Governmental Authority, unless the Borrower reasonably determines that the
total Environmental Costs arising out of such release or discharge are
unlikely to exceed $10,000,000 or to have a Material Adverse Effect; (ii)
any condition, circumstance, occurrence or event not previously disclosed
in writing to the Administrative Agent that could result in liability
under applicable Environmental Laws unless the Borrower reasonably
determines that the total Environmental Costs arising out of such
condition, circumstance, occurrence or event are unlikely to exceed
$10,000,000 or to have a Material Adverse Effect, or could result in the
imposition of any Lien or other restriction on the title, ownership or
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transferability of any facilities and properties owned, leased or operated
by the Borrower or any of its Subsidiaries that could reasonably be
expected to have a Material Adverse Effect; and (iii) any proposed action
to be taken by the Borrower or any of its Subsidiaries that would
reasonably be expected to subject the Borrower or any of its Subsidiaries
to any material additional or different requirements or liabilities under
Environmental Laws, unless the Borrower determines that the total
Environmental Costs arising out of such proposed action are unlikely to
exceed $10,000,000 or to have a Material Adverse Effect.

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

7.8 Environmental Laws. (a) (i) Comply substantially with, and
undertake all reasonable efforts to ensure substantial compliance by all
tenants, subtenants, and contractors with, all applicable Environmental Laws;
(ii) obtain, comply substantially with and maintain any and all Environmental
Permits necessary for its operations as conducted and as planned; and (iii)
undertake all reasonable efforts to ensure that all tenants, subtenants, and
contractors obtain, comply substantially with and maintain any and all
Environmental Permits necessary for their operations as conducted and as
planned, with respect to any property leased or subleased from, or operated by
the Borrower or its Subsidiaries. For purposes of this subsection 7.8(a), the
Borrower and its Subsidiaries shall be deemed to comply substantially, or
require substantial compliance, with an Environmental Law or an Environmental
Permit, provided that they comply with subsection 7.8(c) and that, upon
learning of any actual or suspected noncompliance, the Borrower and any such
affected Subsidiary shall promptly undertake all reasonable efforts, if any, to
achieve compliance, and provided, further, that in any case such noncompliance
would not reasonably be expected to have a Material Adverse Effect.

(b) Promptly comply with all orders and directives of all
Governmental Authorities regarding Environmental Laws, other than any such
order or directive as to which an appeal or other appropriate contest is or has
been timely and properly taken, is being diligently pursued in good faith, and
the pendency of such appeal or other appropriate contest would not reasonably
be expected to have a Material Adverse Effect.

(c) Maintain, update as appropriate, and implement in all material
respects an environmental program reasonably designed to (i) ensure that the
Borrower, its Subsidiaries, any of their respective operations (including,
without limitation, disposal), and any properties owned, leased or operated by
any of them, attain and remain in substantial compliance with all applicable
Environmental Laws and (ii) reasonably and prudently manage any liabilities or
potential liabilities that the Borrower, any of the other Loan Parties, any of
their respective operations (including, without limitation, disposal), and any
properties owned or leased by any of them, may have under all applicable
Environmental Laws.

7.9 Further Assurances. Upon the resonable request of the
Administrative Agent, promptly perform or cause to be performed any and all
acts and execute or cause to be
86

executed any and all documents (including, without limitation, financing
statements and continuation statements) for filing under the provisions of the
Uniform Commercial Code or any other Requirement of Law which are reasonably
necessary or advisable to maintain in favor of the Administrative Agent, for
the benefit of the Lenders, Liens on the Collateral that are duly perfected in
accordance with all applicable Requirements of Law.

7.10 Additional Collateral. (a) With respect to any assets (or any
interest therein) acquired after the Closing Date by the Borrower or any of its
Subsidiaries that are intended to be subject to the Lien created by any of the
Security Documents but which are not so subject (including, without limitation,
any assets described in paragraph (b) or (c) of this subsection), promptly (and
in any event within 30 days after the acquisition thereof): (i) execute and
deliver to the Administrative Agent such amendments to the relevant Security
Documents or such other documents as the Administrative Agent shall deem
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Lenders, a Lien on such assets (or such interest therein), (ii) take all
actions necessary or advisable to cause such Lien to be duly perfected in
accordance with all applicable Requirements of Law, including, without
limitation, the filing of financing statements and the recording of Mortgages in
such jurisdictions as may be requested by the Administrative Agent, (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described in clauses (i) and (ii) immediately
preceding, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent, and (iv) if reasonably
requested by the Administrative Agent, deliver to the Administrative Agent
surveys, title insurance and flood insurance.

(b) With respect to any Person that, subsequent to the Closing Date,
becomes a Subsidiary (other than a Foreign Subsidiary), promptly upon the
request of the Administrative Agent: (i) execute and deliver to the
Administrative Agent, for the benefit of the Lenders, a new Pledge Agreement or
such amendments to the Guarantee and Collateral Agreement as the Administrative
Agent shall deem necessary or advisable to grant to the Administrative Agent,
for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary
which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers executed and delivered in blank by a duly authorized
officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such
new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement
or to a new Security Agreement, in each case pursuant to an annex to the
Guarantee and Collateral Agreement or otherwise pursuant to documentation which
is in form and substance satisfactory to the Administrative Agent, and (B) to
take all actions necessary or advisable to cause the Lien created by the
Guarantee and Collateral Agreement or such Security Agreement to be duly
perfected in accordance with all applicable Requirements of Law, including,
without limitation, the filing of financing statements in such jurisdictions as
may be requested by the Administrative Agent and (iv) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described in clauses (i), (ii) and (iii) immediately
preceding, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.
87

(c) With respect to any Person that subsequent to the Closing Date
becomes a Foreign Subsidiary shares of the Capital Stock of which are owned
directly by the Borrower or a Domestic Subsidiary, promptly upon the request of
the Administrative Agent: (i) execute and deliver to the Administrative Agent a
new Pledge Agreement or such amendments to the Collateral and Guarantee
Agreement as the Administrative Agent shall deem necessary or advisable to grant
to the Administrative Agent, for the benefit of the Lenders, a Lien on the
Capital Stock of such Subsidiary (provided that in no event shall more than 65%
of the Capital Stock of any such Subsidiary be required to be so pledged), (ii)
deliver to the Administrative Agent any certificates representing such Capital
Stock, together with undated stock powers executed and delivered in blank by a
duly authorized officer of the Borrower or such Subsidiary, as the case may be,
and take or cause to be taken all such other actions under the law of the
jurisdiction of organization of such Foreign Subsidiary as may be necessary or
advisable to perfect such Lien on such Capital Stock and (iii) if requested by
the Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described in clauses (i) and (ii) immediately preceding,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

(d) At its own expense, request, and use reasonable efforts to obtain,
prior to entering into a lease of a facility located in the United States at
which Inventory of any of the Loan Parties will be located on or after the
Closing Date, a consent, in such form as may be reasonably satisfactory to the
Administrative Agent, from the landlord of each such facility, pursuant to which
such landlord acknowledges the Administrative Agent's first priority security
interest in such Inventory.

7.11 Interest Rate Protection. No later than 90 days following the
Closing Date, enter Interest Rate Protection Agreements which shall provide
interest rate protection in respect of at least $185,000,000 of Indebtedness of
the Borrower, which shall be in form and substance reasonably satisfactory to
the Administrative Agent and at least $100,000,000 of which shall be for a term
of at least two years.

SECTION 8. NEGATIVE COVENANTS

The Borrower hereby agrees that on and after the Closing Date and, so
long as the Commitments remain in effect or any Letter of Credit remains
outstanding and unpaid or any amount is owing to any Lender or the
Administrative Agent hereunder or under any other Loan Document, the Borrower
shall not, and (except with respect to subsection 8.1) shall not permit any of
its Subsidiaries to, directly or indirectly:

8.1 Financial Condition Covenants.

(a) Leverage Ratio. Permit the Leverage Ratio as of the end of each
fiscal quarter of the Borrower set forth below to be greater than the ratio
set forth opposite such fiscal quarter set forth below:

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Fiscal Quarter Leverage Ratio
-------------- --------------

1997
3rd 5.25 to 1.00
4th 5.25 to 1.00

1998 1st 5.00 to 1.00
2nd 4.75 to 1.00
3rd 4.50 to 1.00
4th 4.25 to 1.00

1999 1st 4.00 to 1.00
2nd 4.00 to 1.00
3rd 3.75 to 1.00
4th 3.50 to 1.00

2000 1st 3.25 to 1.00
2nd 3.25 to 1.00
3rd 3.25 to 1.00
4th 3.25 to 1.00

Thereafter 2.75 to 1.00

(b) Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the
end of each fiscal quarter of the Borrower set forth below to be less than the
ratio set forth opposite such fiscal quarter set forth below:

Fiscal Quarter Interest Coverage Ratio
-------------- -----------------------

1997
3rd 2.00 to 1.00
4th 2.00 to 1.00

1998 1st 2.00 to 1.00
2nd 2.25 to 1.00
3rd 2.25 to 1.00
4th 2.25 to 1.00

1999 1st 2.50 to 1.00
2nd 2.50 to 1.00
3rd 2.50 to 1.00
4th 2.75 to 1.00

Thereafter 3.00 to 1.00

(c) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage
Ratio as of the end of each fiscal quarter of the Borrower set forth below
to be less than the ratio set forth opposite such fiscal quarter set forth
below:

Fiscal Quarter Fixed Charge Coverage Ratio
-------------- ---------------------------

1997
3rd 1.00 to 1.00
4th 1.00 to 1.00

1998 1st 1.00 to 1.00
2nd 1.00 to 1.00
3rd 1.05 to 1.00
4th 1.05 to 1.00

1999 1st 1.10 to 1.00
2nd 1.10 to 1.00

Thereafter 1.20 to 1.00

8.2 Limitation on Indebtedness. Create, incur, assume or suffer to
exist any Indebtedness, except:

(a) Indebtedness of the Borrower under this Agreement and any Notes;

(b) Indebtedness of the Borrower to any Subsidiary and of any
Subsidiary to the Borrower or any other Subsidiary;

(c) Dollar Indebtedness evidenced by the High-Yield Indebtedness, the
Borrower Notes and the Senior Subordinated Notes and, in the case of such
Borrower Notes, any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at
the time of such refinancing, refunding, renewal or extension of such
Borrower Notes and the terms and conditions thereof (including, without
limitation, terms and conditions relating to the interest rate, fees,
amortization, maturity, subordination (provided that such terms and
conditions relating to subordination are no less favorable to the Lenders
than those of such Borrower Notes), covenants, events of default and
remedies) are no less favorable to the Borrower than those of such Borrower
Notes as in effect on the Closing Date;

(d) Dollar Indebtedness of the Borrower and its Subsidiaries under
(i) Interest Rate Protection Agreements contemplated by subsection 7.11 and
(ii) Permitted Hedging Arrangements permitted by subsection 8.16;

(e) Dollar Indebtedness outstanding on the Closing Date and, in the
case of Foreign Subsidiaries, committed on the Closing Date and, in each
case, listed on

Schedule 8.2(e) and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at
the time of such refinancing, refunding, renewal or extension;

(f) Dollar Indebtedness of a Person which becomes a Subsidiary after
the Closing Date; provided that (i) such Indebtedness existed at the time
such Person became a Subsidiary and was not created in anticipation thereof
and (ii) immediately after giving effect to the acquisition of such Person
by the Borrower no Default or Event of Default shall have occurred and be
continuing, and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at
the time of such refinancing, refunding, renewal or extension;

(g) Dollar Indebtedness of the Borrower and any of its Subsidiaries
incurred to finance the acquisition of fixed or capital assets (whether
pursuant to a loan, a Financing Lease or otherwise) in an aggregate
principal amount not exceeding as to the Borrower and its Subsidiaries
$35,000,000 at any time outstanding;

(h) Dollar Indebtedness of the Borrower and its Subsidiaries under
uncommitted lines of credit in an aggregate principal amount not exceeding
at any time the lesser of (i) the then Available Revolving Credit
Commitments and (ii) $25,000,000;

(i) Dollar Indebtedness in connection with the sale or other
disposition of any accounts receivable in connection with a receivables
financing transaction otherwise permitted by subsection 8.6(g); and

(j) Non-Dollar Indebtedness of the Borrower and its Subsidiaries
permitted by subsection 8.2A.

8.2A Limitation on Non-Dollar Indebtedness and Guarantee Obligations.
Create, incur, assume or suffer to exist any Non-Dollar Indebtedness or any
Guarantee Obligation in respect of Non-Dollar Indebtedness, except:

(a) Non-Dollar Indebtedness in respect of (i) Foreign Currency Swing
Line Loans in an aggregate principal Dollar Equivalent Amount not to exceed
the Foreign Currency Swing Line Subfacility and (ii) one or more loans
denominated in a currency other than Dollars made to the Borrower by one or
more Foreign Currency Swing Line Lenders (other than CIBC) in excess of the
Foreign Currency Swing Line Commitment of the applicable Foreign Currency
Swing Line Lender in an aggregate principal Dollar Equivalent Amount for
all such swing line loans not to exceed $500,000;

(b) Non-Dollar Indebtedness of Lemmerz to IKB in an aggregate
principal amount of approximately 33,800,000 Deutschemarks and existing on
the Closing Date;

(c) Non-Dollar Indebtedness of Foreign Subsidiaries in the aggregate
principal amount of approximately 34,200,000 Deutschemarks in connection
with Wechsel financing; provided that the aggregate outstanding principal
Dollar Equivalent Amount of Non-Dollar Indebtedness permitted by this
clause (c), together with the Aggregate Revolving Credit Outstandings,
shall not at any time exceed the aggregate amount of the Revolving Credit
Commitments of all the Revolving Credit Lenders; and

(d) subject to the provisions of subsection 4.14, other unsecured
Non-Dollar Indebtedness in currencies and on terms and conditions approved
in writing by the Administrative Agent (including, without limitation, the
absence of any restrictions on the ability of the applicable Subsidiary
borrowers to pay dividends to, to make loans or advances to, or otherwise
to transfer assets to their respective parents) and of which no more than
the Dollar Equivalent Amount of up to (i) $50,000,000 in aggregate
principal amount may be guaranteed by the Borrower or any of its
Subsidiaries and (ii) $40,000,000 in aggregate principal amount may be
supported by Letters of Credit, provided that, upon the incurrence of any
such Non-Dollar Indebtedness, the Dollar Equivalent Amount of the Foreign
Currency Sublimit Outstandings shall not exceed the Foreign Currency
Subfacility Amount;

(e) Non-Dollar Indebtedness permitted by subsections 8.2(a) and (b);

(f) Guarantee Obligations of the Borrower or any of its Subsidiaries
permitted by paragraph (d) above; and

(g) Non-Dollar Indebtedness of the Borrower and its Subsidiaries
under (i) Interest Rate Protection Agreements contemplated by subsection
7.11 and (ii) Permitted Hedging Arrangements permitted by subsection 8.16;

(h) Non-Dollar Indebtedness of Foreign Subsidiaries committed on the
Closing Date and listed on Schedule 8.2A(h) and any refinancings,
refundings, renewals or extensions thereof; provided that the amount of
such Indebtedness is not increased at the time of such refinancing,
refunding, renewal or extension; and

(i) Additional unsecured subordinated Non-Dollar Indebtedness of the
Borrower and its Subsidiaries provided that (i) such Non-Dollar
Indebtedness shall not exceed $200,000,000 in aggregate principal Dollar
Equivalent Amount at any time outstanding plus any additional principal
amount of such Non-Dollar Indebtedness issued in lieu of cash interest on
such outstanding Non-Dollar Indebtedness or any refinancing thereof, (ii)
no part of the principal amount of such Non-Dollar Indebtedness shall have
a maturity date earlier than December 31, 2006, (iii) the non-default
interest rate thereon shall not exceed 12.5% per annum, (iv) the other
terms and conditions thereof (including, without limitation, the terms and
conditions relating to fees, amortization, covenants, events of default,
remedies and subordination) taken as a whole, shall be no less favorable to
the Lenders than the terms and conditions of the High-Yield Indebtedness
and (v) the Net Cash Proceeds of such Non-Dollar

Indebtedness are applied toward the prepayment of the Loans and the
permanent reduction of the Revolving Credit Commitments in accordance with
subsection 4.3(b).

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

(a) Liens for taxes not yet due or which are being contested in good
faith by appropriate proceedings; provided that adequate reserves with
respect thereto are maintained on the books of the Borrower or its
Subsidiaries, as the case may be, in conformity with GAAP (or, in the case
of Foreign Subsidiaries, generally accepted accounting principles in effect
from time to time in their respective jurisdictions of incorporation);

(b) carrier's, warehousemen's, mechanic's, landlord's, materialmen's,
repairmen's or other like Liens arising in the ordinary course of business
which are not overdue for a period of more than 60 days or which are being
contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation and deposits
securing liability to insurance carriers under insurance or self-insurance
arrangements;

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

(e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the
Borrower or such Subsidiary conducted at the property subject thereto;

(f) Liens on the property or assets of a Person which becomes a
Subsidiary after the Closing Date securing Indebtedness permitted by
subsection 8.2(f); provided that (i) such Liens existed at the time such
Person became a Subsidiary and were not created in anticipation thereof,
(ii) any such Lien is not spread to cover any property or assets of such
Person after the time such corporation becomes a Subsidiary, and (iii) the
amount of Indebtedness secured thereby is not increased;

(g) Liens created pursuant to the Security Documents;

(h) Liens in existence on the Closing Date listed on Schedule 8.3(h),
securing Indebtedness permitted by subsection 8.2A(h); provided that no
such Lien is spread to

cover any additional property after the Closing Date and that the amount of
Indebtedness secured thereby is not increased;

(i) Liens securing Indebtedness of the Borrower and its Subsidiaries
permitted by subsection 8.2(g) incurred to finance the acquisition of fixed
or capital assets; provided that (i) such Liens shall be created
substantially simultaneously with the acquisition of such fixed or capital
assets, (ii) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness and (iii) the amount of
Indebtedness secured thereby is not increased;

(j) Liens on assets of any Foreign Subsidiary (including, in the case
of any Foreign Subsidiary which is not a direct Subsidiary of the Borrower
or any Domestic Subsidiary, the Capital Stock of such Foreign Subsidiary)
securing Indebtedness of such Foreign Subsidiary permitted by subsection
8.2A;

(k) Liens arising by reason of any judgment, decree or order of any
court or other Governmental Authority, if appropriate legal proceedings are
being diligently prosecuted and shall not have been finally terminated or
the period within which such proceedings may be initiated shall not have
expired, in an aggregate amount not to exceed $10,000,000 at any time
outstanding;

(l) leases and subleases of real property owned or leased by the
Borrower or any of its Subsidiaries not interfering with the ordinary
conduct of the business of the Borrower and its Subsidiaries;

(m) Liens arising from the sale or other disposition of any accounts
receivable in connection with a receivables financing transaction otherwise
permitted by subsection 8.6(g); and

(n) renewals, extensions and replacements of the Liens permitted
under clauses (f) and (h) above; provided that no such Lien shall as a
result thereof cover any additional assets and the principal amount of
Indebtedness secured thereby is not increased.

8.4 Limitation on Guarantee Obligations. Create, incur, assume or
suffer to exist any Guarantee Obligation except (subject to the provisions of
subsection 8.2A):

(a) Guarantee Obligations in existence on the Closing Date and listed
on Schedule 8.4(a), and any refinancing, refundings, renewals or extensions
thereof provided that the amount of such Guarantee Obligation shall not be
increased at the time of such refinancing, refunding, extension or renewal;

(b) guarantees made in the ordinary course of its business by the
Borrower or any of its Subsidiaries of obligations of any of the Borrower's
Subsidiaries, which obligations are otherwise permitted under this
Agreement;

(d) Guarantee Obligations of certain Subsidiaries of the Borrower (i)
set forth in the Senior Subordinated Notes and the Senior Subordinated
Notes Indenture which are subordinated as provided therein or (ii) set
forth in the High-Yield Indebtedness and the High-Yield Indebtedness
Indenture which are subordinated as provided therein;

(e) Guarantee Obligations in respect of Indebtedness of a Person or
Persons in connection with one or more joint ventures in an aggregate
amount not exceeding at any time outstanding, when aggregated with the
amount of any Investments in cash permitted by subsection 8.10(g) which are
outstanding at such time, an amount equal to the amount of Investments in
cash permitted by subsection 8.10(g) to be made in such a Person or
Persons; provided that no Default or Event of Default shall have occurred
and be continuing on the date of the incurrence of any such Guarantee
Obligations or would result therefrom;

(f) Guarantee Obligations consisting of any Reimbursement Obligation
in respect of Letters of Credit; and

(g) Guarantee Obligations of a Person which becomes a Subsidiary
after the Closing Date; provided that (i) such Guarantee Obligations
existed at the time such Person became a Subsidiary and were not created in
anticipation thereof and (ii) immediately after giving effect to the
acquisition of such Person by the Borrower no Default or Event of Default
shall have occurred and be continuing, and any refinancings, refundings,
renewals or extensions thereof; provided, further, that the amount of such
Guarantee Obligations is not increased at the time of such refinancing,
refunding, renewal or extension.

8.5 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:

(a) any Subsidiary of the Borrower may be merged or consolidated with
or into the Borrower (provided that the Borrower shall be the continuing or
surviving corporation) or with or into any one or more Wholly Owned
Subsidiaries of the Borrower (provided that the Wholly Owned Subsidiary or
Subsidiaries shall be the continuing or surviving corporation);

(b) any Wholly Owned Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation
or otherwise) to the Borrower or any other Wholly Owned Subsidiary of the
Borrower;

(c) mergers and consolidations in connection with Investments
permitted under subsection 8.10(e), subject to compliance with subsection
7.10; and

(d) sales and other dispositions of assets permitted by subsection
8.6(b).

8.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person other than the
Borrower or any Wholly Owned Subsidiary, except:

(a) the sale or other disposition of any property in the ordinary
course of business;

(b) the sale or other disposition of any assets at fair market value;
provided that the Net Cash Proceeds of all sales of assets permitted by
this clause (b) in excess of $30,000,000 are applied to make mandatory
prepayments and permanent reductions of the Revolving Credit Commitments
pursuant to subsection 4.3(c), except that any such Net Cash Proceeds of
sales or other dispositions of assets permitted by this clause (b) in
excess of $30,000,000 to the extent that they do not exceed $10,000,000 in
the aggregate as to all asset sales or other dispositions permitted by this
clause (b) and that they are used by the Borrower and its Subsidiaries to
acquire fixed or capital assets within 180 days of receipt thereof and (ii)
any such Net Cash Proceeds of sales or other dispositions of assets
permitted by this clause (b) by Foreign Subsidiaries to the extent that
they are used by Foreign Subsidiaries to (x) prepay, repay or purchase
Indebtedness of Foreign Subsidiaries permitted by subsection 8.2 or 8.2A
within 180 days of receipt thereof or (y) acquire assets used or useful in
the businesses of Foreign Subsidiaries within 180 days of receipt thereof,
shall not be required to be applied to make mandatory prepayments and
permanent reductions of the Revolving Credit Commitments pursuant to
subsection 4.3(c);

(c) the sale or discount without recourse of accounts receivable
arising in the ordinary course of business, but only in connection with the
compromise or collection thereof;

(d) as permitted by subsection 8.5(b);

(e) transfers of property or assets in connection with Investments
permitted under subsection 8.10(g);

(f) sales, leases, conveyances, transfers or other dispositions to
the Borrower or to any Subsidiary of the Borrower or to any Person if after
giving effect to such sale, lease, conveyance, transfer or other
disposition such other Person becomes a Subsidiary, subject to compliance
with subsection 7.10 and, to the extent applicable, subsection 8.10;

(g) the sale or other disposition of any accounts receivable in
connection with a receivables financing transaction on terms and conditions
and pursuant to documentation reasonably satisfactory to the Majority
Lenders; provided that all of the

Net Cash Proceeds of all sales or other dispositions permitted by this
clause (g) are applied to make mandatory prepayments and permanent
reductions of the Revolving Credit Commitments pursuant to 4.3(c);

(h) dispositions resulting from any casualty or condemnation of any
property; provided that the proceeds of any such single disposition of
property permitted by this clause (h) in excess of $2,500,000 are applied
pursuant to subsection 4.3(h); and

(i) the sale or other disposition of any Specified Assets at fair
market value; provided that the Net Cash Proceeds of all sales of Specified
Assets permitted by this clause (i) are applied to make mandatory
prepayments and permanent reductions of the Revolving Credit Commitments
pursuant to subsection 4.3(c), except that (i) any such Net Cash Proceeds
of sales or other dispositions of Specified Assets permitted by this clause
(i) to the extent that they are used to (x) make Investments permitted by
subsection 8.10(e) within 180 days of receipt thereof or (y) acquire assets
used or useful in the businesses of Subsidiaries within 180 days of receipt
thereof, shall not be required to be applied to make mandatory prepayments
and permanent reductions of the Revolving Credit Commitments pursuant to
subsection 4.3(c).

8.7 Limitation on Leases. Permit Lease Expense for any fiscal year
of the Borrower to exceed $35,000,000.

8.8 Limitation on Dividends. Declare or pay any dividend on, or make
any payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other acquisition
of, any shares of any class of Capital Stock of the Borrower or any warrants or
options to purchase any such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Borrower or
any Subsidiary, except for dividends, payments or distributions solely in common
stock of the Borrower.

8.9 Limitation on Capital Expenditures. Make any expenditure, other
than pursuant to subsection 8.10, in respect of the purchase or other
acquisition of fixed or capital assets (a "Capital Expenditure") except for
expenditures in the ordinary course of business not exceeding, in the aggregate
for the Borrower and its Subsidiaries during any of the test periods set forth
below, the amount set forth opposite such test period set forth below:

Test Period Amount
----------- ------

February 1, 1997 - January 31, 1998 $ 130,000,000
February 1, 1998 - January 31, 1999 130,000,000
February 1, 1999 - January 31, 2000 120,000,000
February 1, 2000 - January 31, 2001 120,000,000
February 1, 2001 - January 31, 2002 120,000,000
February 1, 2002 - January 31, 2003 120,000,000
February 1, 2003 - January 31, 2004 120,000,000

February 1, 2004 - January 31, 2005 120,000,000

provided that (a) up to $35,000,000 of any Capital Expenditures permitted to be
made during any test period and not made during such test period may be carried
over and expended during the next succeeding test period (it being understood
and agreed that any Capital Expenditures made during such next succeeding test
period shall count, first, against the amount permitted to be made during such
next succeeding test period as set forth in the table above and, second,
against any amounts carried over to such next succeeding test period) and (b)
up to $15,000,000 of any Capital Expenditures permitted to be made during any
test period and not made during such test period (to the extent not expended
during the next succeeding test period) may be carried over and expended during
the second succeeding test period (it being understood and agreed that any
Capital Expenditures made during such second succeeding test period shall
count, first, against the amount permitted to be made during such second
succeeding test period as set forth in the table above, second, against any
amounts carried over to such second succeeding test period from the immediately
preceding test period and, third, against any amounts carried over to such
second succeeding test period from the second preceding test period).

8.10 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment, in cash or by
transfer of assets or property, in, any Person (each, an "Investment"), except:

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

(b) Investments in Cash Equivalents;

(c) loans and advances to employees of the Borrower or its
Subsidiaries for travel, entertainment and relocation expenses in the
ordinary course of business in an aggregate amount for the Borrower and its
Subsidiaries not to exceed $1,000,000 at any one time outstanding;

(d) Investments by the Borrower in its Subsidiaries and Investments
by such Subsidiaries in the Borrower and in other Subsidiaries of the
Borrower;

(e) Investments by the Borrower or any of its Subsidiaries in a
Person, if as a result of any such Investment (i) such Person becomes a
Subsidiary of the Borrower, subject to compliance with subsection 7.10, or
(ii) such Person is merged or consolidated with or into, or transfers or
conveys the assets which are the subject of such Investment to, or is
liquidated into, the Borrower or any of its Subsidiaries; provided that (w)
no Default or Event of Default shall have occurred and be continuing on the
date of any such Investment or would result therefrom, (x) the aggregate
amount of consideration (other than consideration consisting of common
stock of the Borrower) given by the Borrower and its Subsidiaries in
respect of such Investments ("Non-Stock Consideration") subsequent to the
date hereof shall not

exceed the sum of (1) $70,000,000 (provided that no more than $35,000,000
of such amount shall have been given as Non-Stock Consideration for
Investments other than Specified Investments) plus (2) the lesser of (I)
$80,000,000 and (II) the aggregate amount of Net Cash Proceeds received by
the Borrower and its Subsidiaries subsequent to the date hereof from the
sale of Specified Assets (except to the extent that the Net Cash Proceeds
thereof (A) shall not have been utilized within 180 days of the related
sale to make an Investment permitted by this paragraph or (B) shall have
been utilized in accordance with subsection 8.6(b) to acquire fixed or
capital assets) and from the sale of shares of its common stock, (y) no
Investment shall be permitted pursuant to this paragraph which would result
in the aggregate amount of Non-Stock Consideration given for all such
Investments exceeding $70,000,000 unless, after giving effect thereto, the
Pro-Forma Leverage Ratio would be less than 4.5 to 1.0, and (z) the
aggregate amount of Non-Stock Consideration given in connection with any
Investment permitted pursuant to this paragraph shall not exceed
$25,000,000.

(f) Investments by the Borrower or any of its Subsidiaries in the
form of promissory notes that are issued to the Borrower or such Subsidiary
by a Person which is not the Borrower or such Subsidiary solely as partial
consideration for the consummation of an asset sale or other disposition
permitted by subsection 8.6 (not to exceed 25% of the total consideration
received by the Borrower or such Subsidiary in respect of such asset sale);
provided that the aggregate principal amount of such promissory notes as to
all such asset sales or other dispositions does not exceed $15,000,000 at
any time outstanding and such promissory notes held by the Borrower or any
Domestic Subsidiary are pledged to the Administrative Agent for the benefit
of the Lenders pursuant to the Security Documents;

(g) Investments in a Person or Persons in connection with one or more
joint ventures (in addition to those permitted by subsection 8.10(k)) in an
aggregate amount, when aggregated with the amount of any Guarantee
Obligations permitted by subsection 8.4(e) which are outstanding at such
time and disregarding the amount of any Investments permitted by
subsection 8.10(k), not to exceed $35,000,000 at any one time outstanding;
provided that (i) such amount shall be increased by an amount equal to the
aggregate amount of cash returned on or on account of Investments
permitted under this clause (g), whether through interest payments,
principal payments, dividends or other distributions or payments and (ii)
the aggregate amount of such Investments in cash, when aggregated with the
amount of any Guarantee Obligations permitted by subsection 8.4(e) which
are outstanding at such time, shall not exceed $15,000,000 at any one time
outstanding, plus an amount equal to the amount of cash returned in
accordance with clause (i) above; provided, further that no Investment
shall be permitted under this clause (g) if any Default or Event of
Default shall have occurred and be continuing on the date of any such
Investment or would result therefrom;

(h) Investments in the nature of promissory notes, other securities
or other property received in connection with the bankruptcy or
reorganization of Persons having obligations in favor of the Borrower or
its Subsidiaries, in settlement of such

obligations; provided that such promissory notes, other securities or other
property held by the Borrower or any Domestic Subsidiary are pledged to the
Administrative Agent for the benefit of the Lenders pursuant to the
Security Documents;

(i) Investments paid for solely in common stock of the Borrower;

(j) the Acquisition; and

(k) Investments in existence on the date hereof in joint ventures
that are listed on Schedule 8.10(k).

8.11 Limitation on Optional Payments and Modifications of Debt
Instruments and Transaction Documents. 1. (i) Make any optional payment or
prepayment on or repurchase or redemption or purchase of the High-Yield
Indebtedness, the Senior Subordinated Notes or the Borrower Notes (including,
without limitation, any payment on account of, or for a sinking or other
analogous fund for the repurchase, redemption, defeasance or other acquisition
thereof), (ii) amend, modify or change, or consent or agree to any amendment,
modification or change to any of the terms of such Indebtedness or any
instrument, document or other agreement pursuant to which the same shall have
been issued or created (other than any such amendment, modification or change
which would extend the maturity or reduce the amount of any payment of principal
thereof or which would reduce the rate or extend the date for payment of
interest thereon) or (iii) amend, modify or change or consent to or agree to any
amendment, modification or change to any of the provisions of the Transaction
Documents (other than the Senior Subordinated Notes Indenture or the High-Yield
Indebtedness Indenture) which would adversely affect the Lenders.

(b) In the event of the occurrence of a Change of Control, repurchase
the Senior Subordinated Notes or the High-Yield Indebtedness or any portion
thereof, unless the Borrower shall have (i) repaid in full the Loans, all
Reimbursement Obligations and any other amounts then due and owing to any Lender
or the Administrative Agent hereunder and under any Note or any other Loan
Document and cash collateralized the L/C Obligations on terms reasonably
satisfactory to the Administrative Agent or (ii) made an offer to repay the
Loans, all Reimbursement Obligations and any other amounts then due and owing to
each Lender and the Administrative Agent hereunder and under any Note or any
other Loan Document and to cash collateralize the L/C Obligations in respect of
each Lender and shall have made repayment in full thereof to each such Lender or
the Administrative Agent which has accepted such offer and cash collateralized
the L/C Obligations in respect of each such Lender which has accepted such
offer.

8.12 Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Agreement, (b) in the
ordinary course of the Borrower's or such Subsidiary's business and (c) upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary,
as the case may be, than it would obtain in a comparable arm's length
transaction with a Person which is not an Affiliate. This subsection 8.12 shall
not apply to customary

100

investment banking underwriter, placement agent or financial advisor fees paid
to CIBC and its Affiliates in connection with services rendered to the Borrower
or its Subsidiaries.

8.13 Limitation on Changes in Fiscal Year. Permit the fiscal year of
the Borrower to end on a day other than January 31.

8.14 Limitation on Negative Pledge Clauses. Enter into with any
Person any agreement which prohibits or limits the ability of the Borrower or
any of its Subsidiaries to create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than (a) this Agreement, (b) agreements in effect on the Closing
Date, including, without limitation, the Senior Subordinated Notes Indenture or
the High-Yield Indebtedness Indenture, or any refinancing, refunding, renewal or
extension thereof which is permitted hereunder, (c) customary non-assignment
provisions under contracts to the extent such provisions prohibit or limit the
ability to xxxxx x Xxxx on the rights under such contracts, (d) agreements under
which Indebtedness permitted hereunder is incurred by Foreign Subsidiaries, to
the extent such agreements prohibit or limit Liens on assets of such Foreign
Subsidiaries (including, in the case of Foreign Subsidiaries which are not
direct Subsidiaries of the Borrower or any Domestic Subsidiary, the Capital
Stock of such Foreign Subsidiaries), (e) restrictions on granting Liens on
assets under agreements to sell or otherwise dispose of such assets, and (f)
restrictions in Indebtedness incurred to finance the acquisition of fixed or
capital assets or Financing Leases permitted hereunder with respect to Liens on
the assets financed thereunder.

8.15 Limitation on Lines of Business. Enter into any business,
either directly or through any Subsidiary or any joint venture, except for those
businesses in which the Borrower and its Subsidiaries are engaged on the Closing
Date or which are related thereto.

8.16 Limitations on Currency and Commodity Hedging Transactions.
Enter into, purchase or otherwise acquire agreements or arrangements relating to
currency, commodity or other hedging except, to the extent and only to the
extent that, such agreements or arrangements are entered into, purchased or
otherwise acquired in the ordinary course of business of the Borrower or any of
its Subsidiaries with reputable financial institutions and not for purposes of
investment or speculation (any such agreement or arrangement permitted by this
subsection, a "Permitted Hedging Arrangement"), including the two
Dollar/Deutschemark currency swaps entered into by the Borrower on or prior to
the Closing Date in connection with the High-Yield Indebtedness.

SECTION 9. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of any Loan or any
Reimbursement Obligation when due in accordance with the terms thereof or
hereof; or the Borrower shall fail to pay any interest on any Loan, or any
other amount payable hereunder, within five days after any such interest or
other amount becomes due in

101

accordance with the terms thereof or hereof (it being agreed that any
amounts payable hereunder (other than principal, interest, commitment fees
and letter of credit fees) shall be due on the date which is five days
after the Administrative Agent or the applicable Lender shall give written
notice thereof to the Borrower); or

(b) Any representation or warranty made or deemed made by the
Borrower or any other Loan Party herein or in any other Loan Document or
which is contained in any certificate, document or financial or other
written statement furnished by it at any time under or in connection with
this Agreement or any such other Loan Document shall prove to have been
incorrect in any material respect on or as of the date made or deemed made;
or

(c) The Borrower or any other Loan Party shall default in the
observance or performance of any agreement contained in subsection 7.7(a),
subsection 7.11 or Section 8; or

(d) The Borrower or any other Loan Party shall default in the
observance or performance of any other agreement contained in this
Agreement or any other Loan Document (other than as provided in paragraphs
(a) through (c) of this Section 9), and such default shall continue
unremedied for a period of 30 days or, in the case of any agreement
contained in subsection 7.1 or 7.2, such default shall continue unremedied
for a period ending on the date three days after notice has been given to
the Borrower by the Administrative Agent or any Lender of the expiration of
such 30 day period; or

(e) The Borrower or any of its Subsidiaries shall (i) default in any
payment of principal of or interest on any Indebtedness (other than the
Loans and the Reimbursement Obligations) in excess of $10,000,000 or in the
payment of any Guarantee Obligation in excess of $10,000,000, beyond the
period of grace, if any, provided in the instrument or agreement under
which such Indebtedness or Guarantee Obligation was created; or (ii)
default in the observance or performance of any other agreement or
condition relating to any such Indebtedness or Guarantee Obligation or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of
which default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of
such Guarantee Obligation (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of
notice if required, such Indebtedness to become due prior to its stated
maturity or such Guarantee Obligation to become payable; or

(f) (i) The Borrower or any of its Subsidiaries shall commence any
case, proceeding or other action (A) under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, trustee, custodian,
xxxxxx-

102

vator or other similar official for it or for all or any substantial part
of its assets, or the Borrower or any of its Subsidiaries shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against the Borrower or any of its Subsidiaries any case,
proceeding or other action of a nature referred to in clause (i) above
which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or
unbonded for a period of 60 days; or (iii) there shall be commenced against
the Borrower or any of its Subsidiaries any case, proceeding or other
action seeking issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its assets which
results in the entry of an order for any such relief which shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60 days
from the entry thereof; or (iv) the Borrower or any of its Subsidiaries
shall take any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries shall
generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or

(g) (i) Any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
of ERISA), whether or not waived, shall exist with respect to any Plan or
any Lien in favor of the PBGC or a Plan shall arise on the assets of the
Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate,
any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the reasonable opinion of
the Majority Lenders, likely to result in the termination of such Plan for
purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
terminate for purposes of Title IV of ERISA, (v) the Borrower or any
Commonly Controlled Entity shall, or in the reasonable opinion of the
Majority Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer
Plan or (vi) any other event or condition shall occur or exist with respect
to a Plan; and in each case in clauses (i) through (vi) above, such event
or condition, together with all other such events or conditions, if any,
could reasonably be expected to have a Material Adverse Effect; or

(h) One or more judgments or decrees shall be entered against the
Borrower or any of its Subsidiaries involving in the aggregate a liability
(not paid or fully covered by insurance) of $10,000,000 or more, and all
such judgments or decrees shall not have been vacated, discharged, stayed
or bonded pending appeal within 60 days from the entry thereof; or

(i) Except as, and to the extent, permitted by this Agreement, (i)
any of the Security Documents or any of the other Loan Documents shall
cease, for any reason, to be in full force and effect, or the Borrower or
any other Loan Party which is a party to any of the Security Documents or
any of the other Loan Documents shall so assert or (ii) the Lien created by
any of the Security Documents shall cease to be enforceable

103

and of the same effect and priority purported to be created thereby, and,
in any such case, such cessation or, in the case of clause (i), assertion
thereof shall affect a material portion of the Collateral; or

(j) The occurrence of any Change of Control; or

(k) The Senior Subordinated Notes, for any reason, shall not be or
shall cease to be validly subordinated, as provided therein and in the
Senior Subordinated Notes Indenture, to the obligations of the Borrower
under this Agreement, any Notes and the other Loan Documents, or the
obligations of any other Loan Party under a guarantee of the Senior
Subordinated Notes, for any reason, shall not be or shall cease to be
validly subordinated as provided therein and in the Senior Subordinated
Notes Indenture to the obligations of such Loan Party under the Guarantee
and Collateral Agreement or any of the Guarantees to which it is a party;
or

(l) The High-Yield Indebtedness, for any reason, shall not be or
shall cease to be validly subordinated, as provided therein and in the
High-Yield Indebtedness Indenture, to the obligations of the Borrower under
this Agreement, any Notes and the other Loan Documents, or the obligations
of any other Loan Party under a guarantee of the High-Yield Indebtedness,
for any reason, shall not be or shall cease to be validly subordinated as
provided therein and in the High-Yield Indebtedness Indenture to the
obligations of such Loan Party under the Guarantee and Collateral Agreement
or any of the Guarantees to which it is a party; or

(m) (i) If any of the remaining contributions referred to in the PBGC
Agreement in an aggregate amount in excess of $10,000,000 shall not be paid
within 30 days after the date on which such contributions are due or if
such remaining contributions in an aggregate amount in excess of
$10,000,000 shall become immediately due and payable prior to the stated
maturity thereof or (ii) any Lien in favor of the PBGC shall arise on the
assets of the Borrower or any of its Subsidiaries with respect to the
transactions contemplated by the PBGC Agreement or the definitive
documentation with respect to the PBGC Agreement (it being understood and
agreed that the Lenders shall not seek to enjoin any such Liens from
arising based on subsection 8.3);

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section with respect to the
Borrower, automatically the Commitments shall immediately terminate and
automatically the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement (including, without limitation, all amounts
of L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder) shall
immediately become due and payable, and (B) if such event is any other Event of
Default, either or both of the following actions may be taken: (i) with the
consent of the Majority Lenders, the Administrative Agent may, or upon the
request of the Majority Lenders, the Administrative Agent shall, by notice to
the Borrower declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with

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the consent of the Majority Lenders, the Administrative Agent may, or upon the
request of the Majority Lenders, the Administrative Agent shall, by notice to
the Borrower, declare the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement (including, without limitation,
all amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) and the Notes to be due and payable forthwith, whereupon the same
shall immediately become due and payable.

With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding paragraph, the Borrower shall at such time deposit in
a cash collateral account opened by the Administrative Agent an amount equal to
the aggregate then undrawn and unexpired amount of such Letters of Credit. The
Borrower hereby grants to the Administrative Agent, for the benefit of the
Issuing Lender and the L/C Participants, a security interest in such cash
collateral to secure all obligations of the Borrower under this Agreement and
the other Loan Documents. Amounts held in such cash collateral account shall be
applied by the Administrative Agent to the payment of drafts drawn under such
Letters of Credit, and the unused portion thereof after all such Letters of
Credit shall have expired or been fully drawn upon, if any, shall be applied to
repay other obligations of the Borrower hereunder and under the Notes. Within a
reasonable period after all such Letters of Credit shall have expired or been
fully drawn upon, all Reimbursement Obligations shall have been satisfied and
all other obligations of the Borrower hereunder and under the Notes shall have
been paid in full, the balance, if any, in such cash collateral account shall be
returned to the Borrower. The Borrower shall execute and deliver to the
Administrative Agent, for the account of the Issuing Lender and the L/C
Participants, such further documents and instruments as the Administrative Agent
may request to evidence the creation and perfection of the within security
interest in such cash collateral account.

Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

SECTION 10. THE MANAGING AGENTS

10.1 Appointment. Each Lender hereby irrevocably designates and
appoints CIBC as the Administrative Agent of such Lender under this Agreement
and the other Loan Documents and Xxxxxxx Xxxxx as Documentation Agent under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes CIBC as the Administrative Agent and Xxxxxxx Xxxxx as the
Documentation Agent, in such capacities, to take such action on its behalf under
the provisions of this Agreement and the other Loan Documents and to exercise
such powers and perform such duties as are expressly delegated to the
Administrative Agent and the Documentation Agent by the terms of this Agreement
and the other Loan Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, neither the Administrative Agent nor the Documentation Agent
shall have any duties or responsibilities, except those expressly set forth
herein, or any fiduciary relationship with any Lender, and no

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implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against either the Administrative Agent or the Documentation
Agent.

10.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

10.3 Exculpatory Provisions. Neither the Administrative Agent, the
Documentation Agent nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or Affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Loan Document (except for its or
such Person's own gross negligence or willful misconduct) or (ii) responsible in
any manner to any of the Lenders for any recitals, statements, representations
or warranties made by the Borrower or any officer thereof contained in this
Agreement or any other Loan Document or in any certificate, report, statement or
other document referred to or provided for in, or received by the Administrative
Agent or the Documentation Agent under or in connection with, this Agreement or
any other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. Neither the Administrative Agent nor the Documentation Agent shall
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower.

10.4 Reliance by Administrative Agent and Documentation Agent. Each
of the Administrative Agent and the Documentation Agent shall be entitled to
rely, and shall be fully protected in relying, upon any Note, writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation reasonably
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower), independent
accountants and other experts selected by it. The Administrative Agent may deem
and treat the payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Majority Lenders as it deems appropriate or it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Majority Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.

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10.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event
that the Administrative Agent receives such a notice, the Administrative Agent
shall give notice thereof, reasonably promptly thereof to the Documentation
Agent and to the Lenders. The Administrative Agent shall take such action
reasonably promptly with respect to such Default or Event of Default as shall be
reasonably directed by the Majority Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

10.6 Non-Reliance on Administrative Agent, Documentation Agent and
Other Lenders. Each Lender expressly acknowledges that neither the
Administrative Agent, the Documentation Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by the Administrative
Agent or the Documentation Agent hereinafter taken, including any review of the
affairs of the Borrower or any other Loan Party, shall be deemed to constitute
any representation or warranty by the Administrative Agent or the Documentation
Agent to any Lender. Each Lender represents to the Administrative Agent and the
Documentation Agent that it has, independently and without reliance upon the
Administrative Agent or the Documentation Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Borrower and made its
own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon the
Administrative Agent or the Documentation Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrower or any of the other Loan Parties and the other Loan Parties. Except
for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent hereunder, the Administrative Agent and
the Documentation Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Borrower or any of the other Loan Parties which may come into the possession
of the Administrative Agent or the Documentation Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

10.7 Indemnification. The Lenders agree to indemnify each of the
Administrative Agent and the Documentation Agent in their respective capacities
as such (to the extent not reimbursed by the Borrower or any of the other Loan
Parties and without limiting the obligation of the Borrower or any of the other
Loan Parties to do so), ratably

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according to their respective Commitment Percentages in effect on the date on
which indemnification is sought, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the Administrative Agent or the
Documentation Agent in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Loan Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent or the
Documentation Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Administrative
Agent's or the Documentation Agent's gross negligence or willful misconduct, as
the case may be. The agreements in this subsection shall survive the payment
of the Loans and all other amounts payable hereunder.

10.8 Administrative Agent and Documentation Agent in Their Individual
Capacities. The Administrative Agent, the Documentation Agent and their
respective Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower as if the Administrative Agent
and the Documentation Agent were not the Administrative Agent or the
Documentation Agent, as the case may be, hereunder and under the other Loan
Documents. With respect to the Loans made by it and with respect to any Letter
of Credit issued or participated in by it, each of the Administrative Agent and
the Documentation Agent shall have the same rights and powers under this
Agreement and the other Loan Documents as any Lender and may exercise the same
as though it were not the Administrative Agent or the Documentation Agent, as
the case may be, and the terms "Lender" and "Lenders" shall include each of the
Administrative Agent and the Documentation Agent in its individual capacity.

10.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 10 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Majority Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent (provided
that it shall have been approved by the Borrower), shall succeed to the rights,
powers and duties of the Administrative Agent hereunder. Effective upon such
appointment and approval, the term "Administrative Agent" shall mean such
successor agent, such former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. After any retiring Administrative
Agent's resignation as Administrative Agent, the provisions of this Section 10
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was an Administrative Agent under this Agreement and the other Loan
Documents.

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10.10 Issuing Lender. The provisions of this Section 10 shall apply
to the Issuing Lender in its capacity as such to the same extent that such
provisions apply to the Administrative Agent.

10.11 Releases of Guarantees and Collateral. In connection with the
sale or other disposition of all of the Capital Stock of any Guarantor or the
sale or other disposition of Collateral (as defined in each of the Security
Documents) permitted under subsection 8.6, the Administrative Agent shall, and
is hereby authorized by the Lenders to, promptly, upon the request of the
Borrower and at the sole expense of the Borrower, take all actions reasonably
necessary to release such Guarantor from its guarantee contained in the
Guarantee and Collateral Agreement or its Guarantee or to release the Collateral
subject to such sale or other disposition, as the case may be, and shall take
any other actions reasonably requested by the Borrower to effect the
transactions permitted under subsection 8.6.

10.12 Foreign Pledge Agreement. Each Lender hereby authorizes the
Administrative Agent to enter into a Foreign Stock Pledge Agreement with HWI
Europe Ltd., 00000 Xxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx, pursuant to which
certain present and future shares in HWI Sub as well as certain rights and
claims relating thereto are pledged as security to the Lenders and the
Administrative Agent. The Administrative Agent is authorized to agree on any
provisions and to make all declarations that it considers in its discretion
necessary or appropriate in this context, including any amendments of such
Foreign Stock Pledge Agreement. The Administrative Agent is released of the
restrictions set forth in Section 181 German Civil Code and authorized to
delegate this power of attorney or grant sub-power of attorney.

SECTION 11. MISCELLANEOUS

11.1 Amendments and Waivers. Neither this Agreement nor any other
Loan Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection. The
Majority Lenders may, or, with the written consent of the Majority Lenders, the
Administrative Agent may, from time to time, (a) enter into with the Borrower
and the other Loan Parties written amendments, supplements or modifications
hereto and to the other Loan Documents for the purpose of amending,
supplementing or modifying any provisions of this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the Borrower
hereunder or thereunder or (b) waive, on such terms and conditions as the
Majority Lenders or the Administrative Agent, as the case may be, may specify in
such instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided that
no such waiver and no such amendment, supplement or modification shall:

(i) reduce the amount or extend the scheduled date of maturity of any
Loan or any installment thereof or any Reimbursement Obligation or reduce
the stated rate of any interest or fee payable hereunder or extend the
scheduled date of any payment

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thereof or increase the amount or extend the expiration date of any
Lender's Commitments, in each case without the consent of each Lender
affected thereby; or

(ii) amend, modify or waive any provision of this subsection 11.1
or reduce the percentage specified in the definition of Majority Lenders,
or consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents or
release any guarantee obligation contained in the Guarantee and Collateral
Document or any of the other Guarantees or release all or a substantial
part of the Collateral (other than in connection with any release permitted
by subsection 10.11), in each case without the written consent of all the
Lenders; or

(iii) amend, modify or waive any provision of Section 10 without
the written consent of the then Administrative Agent; or

(iv) amend, modify or waive any provision of this Agreement
regarding the allocation of prepayment amounts among the Term Loans or the
application of such prepayment amounts to the respective installments of
principal under the respective Term Loans without the written consent of
(w) the Tranche A-1 Term Loan Lenders the Tranche A-1 Term Loan Commitment
Percentages of which aggregate more than 50%, (x) the Tranche A-2 Term Loan
Lenders the Tranche A-2 Term Loan Commitment Percentages of which aggregate
more then 50%, (y) the Tranche B Term Loan Lenders the Tranche B Term Loan
Commitment Percentages of which aggregate more than 50% and (z) the Tranche
C Term Loan Lenders the Tranche C Term Loan Commitment Percentages of which
aggregate more than 50%; or

(v) subject to clause (i) of this subsection 11.1(a) as it
relates to reducing the amount or extending the scheduled date of maturity
of any Loan or any installment thereof, amend, modify or waive any
provision of (w) subsection 2.7 (to the extent subsection 2.7 relates to
the Tranche A-1 Term Loans) or subsection 2.8 without the written consent
of Tranche A-1 Term Loan Lenders the Tranche A-1 Term Loan Commitment
Percentages of which aggregate more than 50%, (x) subsection 2.7 (to the
extent subsection 2.7 relates to the Tranche A-2 Term Loans) or subsection
2.9 without the written consent of Tranche A-2 Term Loan Lenders the
Tranche A-2 Term Loan Commitment Percentages of which aggregate more than
50%, (y) subsection 2.7 (to the extent subsection 2.7 relates to the
Tranche B Term Loans) or subsection 2.10 without the written consent of
Tranche B Term Loan Lenders the Tranche B Term Loan Percentages of which
aggregate more than 50% or (z) subsection 2.7 (to the extent that
subsection 2.7 relates to the Tranche C Term Loans) or subsection 2.11
without the written consent of Tranche C Term Loan Lenders the Tranche C
Term Loan Percentages of which aggregate more than 50%; or

(vi) amend, modify or waive any provision of subsection 2.1, 2.2,
2.3, 2.5 or 2.6 or, subject to paragraph (i) of this subsection 11.1(a) as
it relates to reducing the amount or extending the scheduled date of
maturity of any Reimbursement Obligation,

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Section 3 without the written consent of the Revolving Credit Lenders the
Revolving Credit Commitment Percentages of which aggregate more than 50%;
or

(vii) amend, modify or waive any provision of any Swing Line
Note or subsection 2.6 without the written consent of each Swing Line
Lender affected thereby; or

(viii) amend, modify or waive the provisions of any Letter of
Credit or any L/C Obligation without the written consent of the affected
Issuing Lender; or

(ix) amend, modify or waive any provision of any Security
Document that provides for the ratable sharing by the Lenders under such
Security Document of the proceeds of any realization on the Collateral to
provide for a non-ratable sharing thereof, without the consent of (v) the
Majority Revolving Credit Lenders, (w) the Tranche A-1 Term Loan Lenders
the Tranche A-1 Term Loan Commitment Percentages of which aggregate more
than 50%, (x) the Tranche A-2 Term Loan Lenders the Tranche A-2 Term Loan
Commitment Percentages of which aggregate more than 50%, (y) the Tranche B
Term Loan Lenders the Tranche B Term Loan Commitment Percentages of which
aggregate more than 50% and (z) the Tranche C Term Loan Lenders the Tranche
C Term Loan Commitment Percentages of which aggregate more than 50%.

Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the Lenders, the Administrative Agent and all future holders
of the Loans. In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former positions and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereon.

11.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand or
by overnight courier, when delivered, (b) in the case of delivery by mail, three
days after being deposited in the mails, postage prepaid, or (c) in the case of
delivery by facsimile transmission, when sent and receipt has been confirmed,
addressed as follows in the case of the Borrower and each Managing Agent, and as
set forth in Schedule A in the case of the other parties hereto, or to such
other address as may be hereafter notified by the respective parties hereto:

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The Borrower:

Xxxxx Wheels International, Inc.
00000 Xxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Treasurer
Fax: (000) 000-0000

with a copy to:

Xxxxx Wheels International, Inc.
00000 Xxxxx Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Fax: (000) 000-0000

The Administrative Agent:

Canadian Imperial Bank of Commerce
000 Xxxxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxx
Fax: (000) 000-0000

The Documentation Agent:

Xxxxxxx Xxxxx Capital Corporation
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxxxx Xxxxxx
Fax: (000) 000-0000

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.3, 2.5, 2.6, 2.12, 3.2, 4.2, 4.4 or 4.8
shall not be effective until received.

11.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

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11.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents (or in any amendment,
modification or supplement hereto or thereto) and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the making of the Loans
hereunder.

11.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse the Administrative Agent and the Documentation Agent for all their
respective out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby (including
the syndication of the Revolving Credit Commitments and Term Loans (including
the reasonable expenses of the Administrative Agent's due diligence
investigation)), including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent and the Documentation
Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all
their respective costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, including, without limitation, the fees and
disbursements of counsel (including the allocated fees and expenses of in-house
counsel) to the respective Lenders and the Administrative Agent, (c) to pay,
indemnify, and hold each Lender and the Administrative Agent harmless from, any
and all recording and filing fees and any and all liabilities with respect to,
or resulting from any delay in paying, stamp, excise and other taxes, if any,
which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, and (d) to pay, indemnify, and hold each
Lender and the Administrative Agent and their respective directors, trustees,
officers, employees and agents harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents, the Transaction Documents or the use or
proposed use of the proceeds of the Loans in connection with the transactions
contemplated hereby and thereby and any such other documents regardless of
whether the Administrative Agent or any Lender is a party to the litigation or
other proceeding giving rise thereto and regardless of whether any such
litigation or other proceeding is brought by the Borrower or any other Person,
including, without limitation, any of the foregoing relating to the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of the Borrower, any of its Subsidiaries or any of the facilities
and properties owed, leased or operated by the Borrower or any of its
Subsidiaries (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"), provided that the Borrower shall have no obligation
hereunder to the Administrative Agent or any Lender or any other Person with
respect to indemnified liabilities arising from the gross negligence or willful
misconduct of the party seeking indemnification. The agreements in this
subsection shall survive repayment of the Loans and all other amounts payable
hereunder.

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11.6 Successors and Assigns; Participations and Assignments. (a)
This Agreement shall be binding upon and inure to the benefit of the Borrower,
the Lenders, the Administrative Agent, Documentation Agent and their respective
successors and assigns, except that the Borrower may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of each Lender.

(b) Any Lender may, in the ordinary course of its business or
investment activities and in accordance with applicable law, at any time sell to
one or more banks or other entities ("Participants") participating interests in
any Loan owing to such Lender, any Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents. In the
event of any such sale by a Lender of a participating interest to a Participant,
such Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Loan for all purposes under this Agreement and the other Loan Documents, and the
Borrower and the Administrative Agent shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement and the other Loan Documents. No Lender shall be entitled to
create in favor of any Participant, in the participation agreement pursuant to
which such Participant's participating interest shall be created or otherwise,
any right to vote on, consent to or approve any matter relating to this
Agreement or any other Loan Document except for those matters specified in
clauses (i) and (ii) of the proviso to subsection 11.1. The Borrower agrees
that if amounts outstanding under this Agreement are due or unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in subsection 11.7(a) as fully as if it
were a Lender hereunder. The Borrower also agrees that each Participant shall
be entitled to the benefits of subsections 4.10, 4.11 and 4.12 with respect to
its participation in the Commitments and the Loans outstanding from time to time
as if it was a Lender; provided that, in the case of subsection 4.11, such
Participant shall have complied with the requirements of said subsection and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

(c) Any Lender may, in the ordinary course of its business or
investment activities and in accordance with applicable law, at any time and
from time to time assign to any Lender or any branch or affiliate thereof or,
with the consent of the Borrower and the Administrative Agent (which in each
case shall not be unreasonably withheld or delayed), to an additional bank or
financial institution (an "Assignee") all or any part of its rights and
obligations under this Agreement and the other Loan Documents pursuant to an
Assignment and Acceptance, substantially in the form of Exhibit F, executed by
such Assignee and such

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assigning Lender (and, in the case of an Assignee that is not then a Lender or
a branch or an affiliate thereof, by the Borrower and the Administrative Agent)
and delivered to the Administrative Agent for its acceptance and recording in
the Register, provided that, in the case of any such assignment to an
additional bank or financial institution, if such assignment is of less than
all of the rights and obligations of the assigning Lender, the sum of the
aggregate principal amount of the Loans, the aggregate amount of the L/C
Obligations and the aggregate amount of the Available Revolving Credit
Commitment being assigned shall not be less than $5,000,000 (or such lesser
amount as may be agreed to by the Borrower and the Administrative Agent). Upon
such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (x) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment as set forth therein, and (y) the assigning Lender
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto but shall nonetheless continue to be entitled
to the benefits of subsections 4.10, 4.11, 4.12 and 11.5). Notwithstanding any
provision of this paragraph (c) and paragraph (e) of this subsection, the
consent of the Borrower shall not be required, and, unless requested by the
Assignee and/or the assigning Lender, new Notes shall not be required to be
executed and delivered by the Borrower, for any assignment which occurs at any
time when any of the Events of Default described in Section 9(f) shall have
occurred and be continuing.

(d) The Administrative Agent, on behalf of the Borrower, shall
maintain at the address of the Administrative Agent referred to in subsection
11.2 a copy of each Assignment and Acceptance delivered to it and a register
(the "Register") for the recordation of the names and addresses of the Lenders
and the Commitments of, and principal amounts of the Loans owing to, and any
Notes evidencing the Loans owned by, each Lender from time to time. Notes and
the Loans evidenced thereby may be assigned or otherwise transferred in whole or
in part only by registration of such assignment or transfer on the Register (and
each Note shall expressly so provide). Any assignment or transfer of all or
part of such Loans and the Notes evidencing the same shall be registered on the
Register only upon surrender for registration of assignment or transfer of the
Notes evidencing such Loans, accompanied by a duly executed Assignment and
Acceptance, and thereupon one or more new Notes in the same aggregate principal
amount shall be issued to the designated Assignee and the old Note shall be
returned by the Administrative Agent to the Borrower marked "cancelled". The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, the Administrative Agent and the Lenders shall treat each
Person whose name is recorded in the Register as the owner of a Loan or other
obligation hereunder as the owner thereof for all purposes of this Agreement and
the other Loan Documents, notwithstanding any notice to the contrary. Any
assignment of any Loan or other obligation (whether or not evidenced by a Note)
hereunder shall be effective only upon appropriate entries with respect thereto
being made in the Register. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

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(e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Borrower and the Administrative
Agent) together with payment to the Administrative Agent of a registration and
processing fee of $3,500, the Administrative Agent shall promptly accept such
Assignment and Acceptance and record the information contained therein in the
Register. Such Assignment and Acceptance and the assignment evidenced thereby
shall only be effective upon appropriate entries with respect to the information
contained therein being made in the Register pursuant to subsection 11.6(d).

(f) The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee,
subject to such Person agreeing to comply with the provisions of subsection
11.15, any and all financial and other information in such Lender's possession
concerning the Borrower and its Affiliates which has been delivered to such
Lender by or on behalf of the Borrower pursuant to this Agreement or which has
been delivered to such Lender by or on behalf of the Borrower in connection with
such Lender's credit evaluation of the Borrower and its Affiliates prior to
becoming a party to this Agreement.

(g) For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this subsection concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law.

11.7 Adjustments; Set-off. (a) If any Lender (a "benefitted Lender")
shall at any time receive any payment of all or part of its Loans or the
Reimbursement Obligations owing to it, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in Section 9(f), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender's Loans or
the Reimbursement Obligations owing to it, or interest thereon, such benefitted
Lender shall purchase for cash from the other Lenders a participating interest
(or, at the option of such benefitted Lender, a direct interest) in such portion
of each such other Lender's Loan or the Reimbursement Obligations owing to it,
or shall provide such other Lenders with the benefits of any such collateral, or
the proceeds thereof, as shall be necessary to cause such benefitted Lender to
share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders; provided that if all or any portion of such excess payment
or benefits is thereafter recovered from such benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by
law, each Lender shall have the right, without prior notice to the Borrower, any
such notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount remaining unpaid (including, without limitation,
any amount owing to such Lender in respect of an undivided participation
interest purchased by such Lender in any Swing Line Loan pursuant to subsection
2.6(d) or an undivided interest purchased by such Lender in any draft

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paid by the Issuing Lender under any Letter of Credit pursuant to subsection
3.4(a)) after it becomes due and payable by the Borrower hereunder (whether at
the stated maturity, by acceleration or otherwise) to set-off and appropriate
and apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any affiliate, branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

11.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

11.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

11.10 Integration. This Agreement and the other Loan Documents and
the Fee Letter represent the agreement of the Borrower, the Administrative Agent
and the Lenders with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents or the Fee Letter.

11.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

11.12 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which
it is a party, or for recognition and enforcement of any judgement in
respect thereof, to the non-exclusive general jurisdiction of the courts of
the State of New York, the courts of the United States for the Southern
District of New York, and appellate courts from any thereof;

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(b) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;

(c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in subsection 11.2 or at such other
address of which the Administrative Agent shall have been notified pursuant
thereto;

(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the
right to xxx in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to
in this subsection any special, exemplary, punitive or consequential
damages.

11.13 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in connection
with this Agreement or any of the other Loan Documents, and the
relationship between Administrative Agent and Lenders, on one hand, and the
Borrower, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among
the Lenders or among the Borrower and the Lenders.

11.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

11.15 Confidentiality. Each Lender agrees to keep confidential any
written information (a) provided to it by or on behalf of the Borrower or any of
its Subsidiaries pursuant to or in connection with this Agreement or (b)
obtained by such Lender based on a review of the books and records of the
Borrower or any of its Subsidiaries; provided that nothing herein shall prevent
any Lender from disclosing any such information (i) to the Administrative Agent
or any other Lender, (ii) to any Transferee, prospective Transferee or to

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any direct or indirect contractual counterparty in swap agreements payments
with respect to which are related to payments made pursuant to this Agreement
or such contractual counterparty's professional advisors, in each case, which
agrees to comply with the provisions of this subsection, (iii) to its
employees, directors, agents, attorneys, accountants and other professional
advisors, (iv) upon the request or demand of any Governmental Authority having
jurisdiction over such Lender or as shall be required pursuant to any
Requirement of Law, (v) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (vi) in connection with any litigation to which such Lender
is a party, (vii) which has been publicly disclosed other than in breach of
this Agreement, or (viii) to the extent reasonably necessary, in connection
with the exercise of any remedy hereunder.

11.16 Effect of Amendment and Restatement of the Prior Credit
Agreement. On the Closing Date, the Prior Credit Agreement shall be amended,
restated and superseded in its entirety. The parties hereto acknowledge and
agree that (a) this Agreement and the other Loan Documents executed and
delivered in connection herewith do not constitute a novation, payment and
reborrowing, or termination of the "Obligations" (as defined in the Loan
Documents in respect of the Prior Credit Agreement) under the Prior Credit
Agreement as in effect prior to the Closing Date; (b) such "Obligations" are in
all respects continuing (as amended and restated hereby) with only the terms
thereof being modified as provided in this Agreement; and (c) the Liens and
security interests as granted under the Security Documents (as defined herein)
securing payment of such "Obligations" are in all respects continuing and in
full force and effect and secure the payment of the Obligations (as defined in
the Loan Documents in respect of this Agreement).

11.17 Judgment. (a) If for the purpose of obtaining judgment in any
court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency on the Business Day
preceding the day on which final judgment is given.

(b) The obligation of the Borrower in respect of any sum due to any
Lender or the Administrative Agent hereunder shall, notwithstanding any judgment
in a currency (the "Judgment Currency") other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement or
the other Loan Documents (the "Agreement Currency"), be discharged only to the
extent that on the Business Day following receipt by such Lender or the
Administrative Agent (as the case may be) of any sum adjudged to be so due in
the Judgment Currency such Lender or the Administrative Agent (as the case may
be) may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency; if the amount of the Agreement Currency so
purchased is less than the sum originally due to such Lender or the
Administrative Agent (as the case may be) in the Agreement Currency, the
Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify such Lender or the Administrative Agent (as the case may be)
against such loss, and if the amount of the Agreement Currency so purchased
exceeds the sum originally due to any Lender or the Administrative Agent (as the
case may be), such

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Lender or the Administrative Agent (as the case may be) agrees to remit to the
Borrower such excess. The obligations of the Borrower contained in this
subsection 11.17 shall survive the termination of this Agreement and the
payment of all amounts owing hereunder.

11.18 Purchase and Sale of Revolving Credit Commitments, Revolving
Credit Loans and Term Loans (other than Tranche A-2 Term Loans). On the Closing
Date, pursuant to an assignment and acceptance (the "Global Assignment and
Acceptance") in form and substance satisfactory to the Administrative Agent, but
immediately prior to any borrowing on such date under this Agreement, without
the necessity of further action by any party, one or more Lenders under the
Prior Credit Agreement (the "Selling Lenders") as specified in the Global
Assignment and Acceptance shall sell, transfer and assign to the Lenders as
allocated by the Administrative Agent the Selling Lender's right, title and
interest in and to (a) its Revolving Credit Commitments and/or Revolving Credit
Loans and/or (b) Term Loans (other than Tranche A-2 Term Loans), as the case may
be, as specified in the Global Assignment and Acceptance, without recourse,
representation or warranty, and each Lender shall purchase, take and acquire
from a Selling Lender a portion of such Selling Lender's right, title and
interest in and to (a) its Revolving Credit Commitments and/or Revolving Credit
Loans and/or (b) Term Loans (other than Tranche A-2 Term Loans), as the case may
be, as allocated by the Administrative Agent, so that after giving effect to all
such transfers and the other allocations, commitments and continuations made by
the Administrative Agent and the Lenders in connection with the Closing Date,
each Lender's interest in the Revolving Credit Commitments and/or Revolving
Credit Loans and/or Term Loans (other than Tranche A-2 Term Loans), as the case
may be, shall be as specified in the Global Assignment and Acceptance. Each
Lender's signature below shall constitute execution, delivery and acceptance of
the Global Assignment and Acceptance.

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

[SIGNATURE BLOCKS]

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SCHEDULE B

APPLICABLE MARGIN AND APPLICABLE COMMITMENT FEE RATE

APPLICABLE MARGIN

Eurocurrency Loans
Revolving Credit and Eurodollar Loans Eurodollar Loans Applicable
Leverage Ratio ABR Loans Tranches A-1 and A-2 Tranche B Tranche C Commitment Fee
Rate
-------------------------------- ------------- ------------------------ ---------------- ---- ------------------ ----------------

Greater than or equal to 4.50 to 1.25% 2.25% 2.75% 3.00% 0.50%
1.00

Less than 4.50 to 1.00 but 1.00% 2.00% 2.50% 2.75% 0.50%
greater than or equal to 4.25
1.00

Less than 4.25 to 1.00 but 0.75% 1.75% 2.25% 2.50% 0.375%
greater than or equal to 4.0
1.00

Less than 4.0 to 1.00 but 0.50% 1.50% 2.25% 2.50% 0.375%
greater than or equal to 3.75
1.00

Less than 3.75 to 1.00 but 0.25% 1.25% 2.25% 2.50% 0.375%
greater than or equal to 3.25
1.00

Less than 3.25 to 1.00 but 0.125% 1.00% 2.25% 2.50% 0.25%
greater than or equal to 2.75
1.00

Less than 2.75 to 1.00 0.00% 0.75% 2.25% 2.50% 0.25%

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SCHEDULE D

AVAILABLE FOREIGN CURRENCIES

TRANCHE A-2 TERM LOANS

1. Deutsche marks or such other lawful currency of Germany.

FOREIGN CURRENCY REVOLVING CREDIT LOANS AND
FOREIGN CURRENCY LETTERS OF CREDIT

1. Deutschemarks or such other lawful currency of Germany.

2. U.K. Pounds Sterling or such other lawful currency of England.

3. French Francs or such other lawful currency of France.

FOREIGN CURRENCY SWING LINE LOANS

1. Deutschemarks or such other lawful currency of Germany.

2. Lire or such other lawful currency of Italy.

3. Belgian Francs or such other lawful currency of Belgium.

4. Guilders or such other lawful currency of The Netherlands.

5. Pesetas or such other lawful currency of Spain.

6. Turkish Lira or such other lawful currency of Turkey.

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Table of Contents

AMENDED AND RESTATED CREDIT AGREEMENT

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