UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

(MARK ONE)

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2003

or

[    ]

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from              to             .

Commission File Number 333-100351

TRIMAS CORPORATION

(Exact name of registrant as specified in its charter)

39400 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304

(Address of principal executive offices, including zip code)

(248) 631-5450

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [    ].

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 6-2 of the Exchange Act). Yes [    ] No [X].

As of November 10, 2003, the number of outstanding shares of the Registrant's common stock, $.01 par value, was 20,010,000 shares.    
    
    
    

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TriMas Corporation

Index

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Forward-Looking Statements

This report contains forward-looking statements about our financial condition, results of operations and business. You can find many of these statements by looking for words such as "may," "expect," "anticipate," "believe," "estimate" and similar words used in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution readers not to place undue reliance on the statements, which speak only as of the date of this report.

The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward-looking statements contained in this report include general economic conditions in the markets in which we operate and industry-based and other factors more specific to us such as:

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General Economic Conditions—our business depends upon general economic conditions and we serve some customers in highly cyclical industries.

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Acquisition Strategy—if we are unable to identify attractive acquisition candidates, successfully integrate our acquired operations or realize the intended benefits of our acquisitions including actions we have identified as providing cost-saving opportunities, our business strategy and financial condition and results would be negatively affected.

•

Labor Stoppages—we may be subject to work stoppages at our facilities or our customers may be subjected to work stoppages.

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Product Liability and Warranty Claims—we may incur material losses and costs as a result of product liability and warranty claims, as well as legacy liability issues.

•

Environmental Matters—we may be materially and adversely affected by compliance obligations and liabilities under environmental laws and regulations.

•

Raw Material and Other Costs—increases in our raw material, labor, or energy costs or the loss of a substantial number of our suppliers could adversely affect us.

•

Competition—we operate in competitive industries and may experience increased competition.

•

Changing Technology—our products are typically highly engineered or customer-driven and, as such, we are subject to risks associated with changing technology and manufacturing techniques.

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Dependence on Key Individuals and Relationships—we depend on the services of key individuals and relationships.

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International Operations—a growing portion of our sales may be derived from international sources, which exposes us to certain risks.

•

Goodwill and Intangible Assets—we have significant goodwill and intangible assets, and future impairment could have a material negative impact on our financial condition and results.

•

Control by Principal Stockholder—we are controlled by Heartland Industrial Partners ("Heartland"), whose interests in our business may be different than those of our other investors.

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•

Substantial Leverage and Debt Service—we have substantial debt, interest and lease payment requirements that may restrict our future operations and impair our ability to meet our obligations.

•

Substantial Restrictions and Covenants—restrictions in our credit facility and under the indenture governing our notes may impact our ability to implement certain operational and financial strategies.

We disclose important factors that could cause our actual results to differ materially from our expectations under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributed to us or persons acting on our behalf. When we indicate that an event, condition or circumstance could or would have an adverse effect on us, we mean to include effects upon our business, financial and other conditions, results of operations and ability to make payments required under our debt agreements.

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Part I. Financial Information

Item 1. Financial Statements

TriMas Corporation
Balance Sheets
September 30, 2003 and December 31, 2002
(unaudited — dollars in thousands)

The accompanying notes are an integral part of these financial statements.

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TriMas Corporation
Combined Statement of Operations
For the Three and Nine Months Ended
September 30, 2003 and September 29, 2002
(Unaudited — in thousands, except for per share amounts)

The accompanying notes are an integral part of these financial statements.

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TriMas Corporation
Combined Statement of Cash Flows
For the Nine Months Ended
September 30, 2003 and September 29, 2002
(Unaudited — in thousands)

The accompanying notes are an integral part of these financial statements.

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TriMas Corporation
Statement of Shareholders' Equity and
Metaldyne Corporation Net Investment and Advances
For the Nine Months Ended September 30, 2003
(Unaudited — in thousands)

The accompanying notes are an integral part of these financial statements.

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TriMas Corporation

Notes to Finanical Statements
(Unaudited)

1.    Basis of Presentation

TriMas Corporation ("TriMas" or the "Company"), through its subsidiaries, is a global manufacturer of products for commercial, industrial and consumer markets. The Company is principally engaged in four business segments with diverse products and market channels. Cequent Transportation Accessories produces vehicle hitches and receivers, sway controls, weight distribution and fifth wheel hitches, hitch mounted accessories, roof racks, trailer couplers, winches, jacks, trailer brakes and lights and other vehicle and trailer accessories and components that are distributed through independent installers and retail outlets. Rieke Packaging Systems is a leading source of closures and dispensing systems for steel and plastic industrial and consumer packaging applications. The Fastening Systems group produces a wide range of large and small diameter standard and custom-designed ferrous, nonferrous and special alloy fasteners used in automotive and industrial applications, and highly engineered specialty fasteners for the global aerospace industry. The Industrial Specialties group produces flame-retardant facings and jacketing and insulation tapes used in conjunction with fiberglass insulation, pressure-sensitive specialty tape products; high-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases; metallic and nonmetallic industrial gaskets; specialty precision tools such as center drills, cutters, end mills, reamers, master gears, gages and punches; specialty engines and service parts; and specialty ordnance components and weapon systems.

On May 9, 2003, the Company acquired a fasteners manufacturing business ("Fittings") from Metaldyne Corporation ("Metaldyne") for approximately $22.7 million on a debt free basis. The acquired business is a leading manufacturer of specialized fittings and cold-headed parts used in automotive and industrial applications. The transaction was funded by a combination of borrowings under the Company's revolving credit facility and a cash equity contribution by Heartland. The acquired business had 2002 revenues of approximately $16.7 million. Because the Company and Metaldyne are under common control, this transaction was accounted for as a reorganization of entities under common control and, accordingly, the Company did not establish a new basis of accounting in the assets or liabilities of Fittings. The Company's reported results from prior periods have been restated to include the financial results of Fittings. Additional adjustments to paid-in-capital may be recorded in subsequent periods to reflect finalization of certain estimated amounts at the transaction date.

Prior to June 6, 2002, and the common stock issuance related to financing transactions discussed in Note 2, the accompanying financial statements represented the combined assets and liabilities and results of operations of certain subsidiaries and divisions of subsidiaries of Metaldyne which comprised TriMas. The combined financial statements include all revenues and costs directly attributed to the Company as well as an estimate of direct and indirect Metaldyne corporate administrative costs attributed to TriMas, based on a management fee allocation that approximated 1% of net sales. This allocation of costs is based on estimates that management believes are reasonable in the circumstances. However, the charges included herein are not necessarily indicative of the amounts that would have been reported if the Company had operated as an unaffiliated company.

The accompanying financial statements include the accounts of the Company and its subsidiaries and in the opinion of management, contain all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of financial position and results of operations. Certain prior year items have been reclassified to conform to the current year presentation. Results of operations for interim periods are not necessarily indicative of results for the full year. The accompanying financial statements and notes thereto should be read in conjunction with the Company's 2002 Annual Report on Form 10-K.

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

2.    Recapitalization

On June 6, 2002, the Company, Metaldyne and Heartland entered into a stock purchase agreement under which Heartland and other co-investors invested $265 million in the Company to acquire approximately 66% of the Company's common stock on a fully diluted basis. Under the terms of the stock purchase agreement, Metaldyne retained shares of the Company's common stock valued at $120 million and received a warrant to purchase 750,000 shares of common stock at par value of $.01 per share, valued at $15 million. At September 30, 2003, this warrant had not been exercised. The common stock and warrants were valued based upon the cash equity investment made by Heartland and the other investors. At September 30, 2003, Metaldyne owned 25.5% of the Company's common stock on a fully diluted basis.

Because the Company and Metaldyne are under common control, the June 6, 2002 and related transactions were accounted for as a reorganization of entities under common control and, accordingly, the Company did not establish a new basis of accounting in its assets or liabilities. Additional adjustments to paid-in capital related to Metaldyne's investment in the Company may be recorded in subsequent periods to reflect finalization of certain estimated amounts at the transaction closing date.

3.    Acquisitions

On January 30, 2003, the Company acquired all of the capital stock of HammerBlow Acquisition Corp. ("HammerBlow"), from 2000 Riverside Capital Appreciation Fund, L.P., and other stockholders of HammerBlow. The total consideration paid was $145.2 million (including the Company's previous investment of $9.0 million). Of this amount, $7.2 million, net of the purchase price, was deferred and is payable in January 2004. HammerBlow is a manufacturer and distributor of towing, trailer, and other vehicle accessories throughout North America and the purchase includes The HammerBlow Corporation, Hidden Hitch, Tekonsha Towing Systems ("Tekonsha") and Sure Pull Towing Systems ("SurePull"). HammerBlow acquired Tekonsha and SurePull from Dana Corporation on November 21, 2002.

On February 21, 2003, the Company acquired Highland Group Industries ("Highland") from the shareholders and option holders of Highland and FNL Management Corp. The total consideration paid was $73.5 million. Highland is a market-leading supplier of cargo management products and a full line supplier of vehicle protection products, specializing in products that help people safely load, anchor, secure, tow, carry, trailer, and organize cargo, as well as protect the vehicle and its cargo area.

The acquisitions of HammerBlow and Highland are included as part of the business unit operations of Cequent Transportation Accessories and provide additional opportunities to leverage new product extensions and innovations in our towing and trailer products businesses with customers in new markets through enhanced brand awareness and distribution, particularly in the end consumer retail channel.

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition dates. The Company is in the process of finalizing third-party valuations of certain intangible assets and determining costs of restructuring plans associated with these businesses. The allocation of the purchase price is subject to refinement of these estimates and consists of the following:

The estimated fair values of inventories acquired were increased $4.0 million from historical amounts, of which approximately $1.7 million and $2.3 million of this amount was included in cost of sales during the quarters ended June 30, 2003 and March 30, 2003, respectively. Based on preliminary estimates, of the $79.0 million of acquired other intangible assets, $40.9 million was assigned to Customer Relationships with a useful life of 15 years, $34.6 million was assigned to Trademarks with a useful life of 40 years and the remaining $3.5 million was assigned to Technology and Other with useful lives ranging from 7 - 10 years. The $109.1 million of goodwill is assigned to the Cequent Transportation Accessories segment.

The results of these acquisitions are included in the Company's September 30, 2003 financial statements from the respective dates of acquisition. The following selected unaudited pro forma combined results of operations for the Company, HammerBlow and Highland have been prepared assuming that the acquisitions occurred at the beginning of the respective periods. The selected unaudited pro forma combined results are based on the historical information for TriMas and Highland and pro forma combined results of operations for HammerBlow assuming that the acquisition of Tekonsha and SurePull occurred at the beginning of the respective periods. The pro forma financial information is not necessarily indicative of the combined results of operations that would have been attained had the acquisitions taken place at the beginning of 2003 and 2002, nor are they indicative of future results. The expense associated with the step-up in basis of inventory has been excluded as it is not a recurring expense.

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

4.    Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the nine months ended September 30, 2003 are as follows:

The gross carrying amounts and accumulated amortization for the Company's acquired other intangible assets as of September 30, 2003 and December 31, 2002 are summarized below. The Company amortizes these assets over periods ranging from 5 to 40 years.

Amortization expense related to intangibles was approximately $13.3 million and $10.6 million for the nine months ended September 30, 2003 and 2002, respectively, and is included in cost of sales in the accompanying statement of operations. Estimated amortization expense for the next five fiscal years beginning after December 31, 2002 is as follows: 2003 — $17.8 million; 2004 — $18.2 million; 2005 — $18.1 million; 2006 — $16.7 million; and 2007 — $15.9 million.

5.    Restructurings

As more fully described below, the Company has adopted the following restructuring plans at certain of its business units during 2003.

During the second quarter of 2003, in conjunction with the acquisition of Fittings, the Company adopted a plan to close one additional manufacturing facility within its Fastening Systems group and consolidate those operations into Fastening Systems' remaining three manufacturing facilities. This action will result in the elimination of approximately 100 positions, of which approximately 50 have been eliminated as of September 30, 2003. The plan is expected to be completed in 2004. The Company has recorded charges of approximately $2.9 million related to the consolidation, of which approximately $0.9 million relates to the curtailment of a defined benefit pension plan for certain union-hourly employees and $2.0 million relates to a reserve for severance obligations. As of September 30, 2003, severance costs of approximately $0.6 million had been charged against this portion of the reserve.

Also during the second quarter of 2003, the Company's Industrial Specialties Group adopted a plan to centralize certain gasket applications and distribution activities within a single facility. In addition, the group will rationalize the back office general and administrative support within certain of its branch service centers. These actions will result in the elimination of approximately 70 positions, of which approximately 40 have been eliminated as of September 30, 2003. The plan is expected to be completed in 2004. The Company has established a reserve for severance obligations of approximately

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

$1.0 million in connection with this plan. As of September 30, 2003, costs of approximately $0.3 million had been charged against this reserve.

During the first quarter of 2003, the Company established a preliminary estimate of $5.2 million in restructuring costs associated with its acquisitions of HammerBlow and Highland, of which approximately $1.4 million related to facility closure costs and $3.8 million related to severance obligations. As of September 30, 2003, costs of approximately $0.3 million had been charged against this reserve.

In addition to the new restructuring plans in 2003, the Company continues implementation activities of its restructuring plan adopted in connection with the acquisition of Metaldyne by Heartland in November 2000. In connection with this November 2000 restructuring plan, approximately 580 jobs were to be eliminated as a result of these restructuring actions. Approximately 410, 60 and 100 have been eliminated in the Cequent Transportation Accessories, Rieke Packaging Systems and Fastening Systems groups, respectively, as of September 30, 2003, and the Company expects the remaining actions to be completed in 2004. The following table summarizes the current activity in connection with the November 2000 plan.

6.    Accounts Receivable Securitization

As part of the June 2002 financing transactions, TriMas established a receivables securitization facility and organized TSPC, Inc. ("TSPC"), a wholly-owned subsidiary, to sell trade accounts receivable of substantially all domestic business operations. Prior to June 2002, TriMas sold certain of its accounts receivable to MTSPC, Inc. ("MTSPC"), a wholly-owned subsidiary of Metaldyne. TSPC from time to time may sell an undivided fractional ownership interest in the pool of receivables up to approximately $125 million to a third party multi-seller receivables funding company. The net proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs, which amounted to a total of $1.1 million and $0.9 million for the nine months ended September 30, 2003 and 2002, respectively. At September 30, 2003 and December 31, 2002, no receivables were sold under this arrangement and the Company had $51.1 million available but not utilized as of the balance sheet date. The discount rate at September 30, 2003 was 2.1%. The usage fee under the facility is 1.5%. In addition, the Company is required to pay a fee of 0.5% on the unused portion of the facility. This facility expires in June 2005.

7.    Inventories

Inventories consist of following components:

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

8.    Property and Equipment, Net

Property and equipment consists of the following components:

9.    Long-Term Debt

The Company's long-term debt at September 30, 2003, net of the unamortized discount of $2.5 million and unamortized premium of $0.8 million from the face value of the Company's 9 7/8% senior subordinated notes, is as follows:

On June 6, 2003, the Company amended and restated its credit facility ("Credit Facility") to modify certain financial covenants, increase the term loan facility from $260 million to $335 million and reduce the incremental term loan capacity by $75 million to $125 million. The Credit Facility, as amended, provides for this uncommitted $125 million incremental term loan facility for one or more permitted acquisitions. In connection with the amendment and restatement, the Company capitalized debt issuance costs of approximately $1.9 million, which will be amortized using the interest method over the life of the Credit Facility.

The amended and restated Credit Facility consists of a $335 million senior term loan which matures December 31, 2009 and is payable in quarterly installments of $0.7 million. The Credit Facility also includes a senior revolving credit facility with a total principal commitment of $150 million, including up to $100 million for one or more permitted acquisitions, which matures December 31, 2007. The Credit Facility allows the Company to issue letters of credit, not to exceed $40 million in aggregate, against revolving credit facility commitments. The Company had letters of credit of approximately $25.2 million and $23.5 million issued and outstanding at September 30, 2003 and December 31, 2002, respectively.

Borrowings under the Credit Facility bear interest at the Company's option at either a base rate used by JPMorgan Chase Bank, plus an applicable margin, or a Eurodollar rate on deposits for one, two, three or six month periods (or nine or twelve month periods if, at the time of the borrowing, all lenders agree to make such a duration available), plus an applicable margin. The applicable margin on borrowings is subject to change, depending on the Company's leverage ratio, as defined, and is 2.25% on base rate loans and 3.25% on Eurodollar loans at September 30, 2003. The effective interest rate on Credit Facility borrowings was 4.47% at September 30, 2003 and 4.44% at December 31, 2002.

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

The Credit Facility contains negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including among others: restrictions on incurrence of debt, except for permitted acquisitions and subordinated indebtedness, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset dispositions, sale-leaseback transactions greater than $75 million if sold at fair market value, hedging agreements, dividends and other restricted junior payments, stock repurchases, transactions with affiliates, restrictive agreements and amendments to charters, by-laws, and other material documents. The Credit Facility also requires the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined), interest expense coverage ratio (EBITDA over cash interest expense, as defined) and a capital expenditures covenant. The Company was in compliance with its covenants at September 30, 2003.

The Notes indenture contains negative and affirmative covenants and other requirements that are comparable to those contained in the Credit Facility. At September 30, 2003, the Company was in compliance with all such covenant requirements.

The Company paid cash for interest of approximately $33.0 million and $2.2 million for the nine months ended September 30, 2003 and 2002, respectively. For the period from January 1, 2002 to June 6, 2002, interest expense allocated to TriMas was paid by Metaldyne.

10.    Leases

TriMas leases certain equipment and plant facilities under non-cancelable operating leases. Rental expense totaled approximately $11.9 million and $5.4 million in the nine months ended September 30, 2003 and 2002, respectively.

In each of the first three quarters of 2003, the Company entered into sale-leaseback arrangements with third-party lenders for certain of its machinery and equipment and facilities. These leases are accounted for as operating leases. The Company has an eight year lease term with respect to machinery and equipment which requires annual lease payments of approximately $8.4 million. The Company has a fifteen year lease term with respect to its leaseback of three facilities which require annual lease payments of approximately $1.7 million. The proceeds from these transactions were applied against outstanding balances under the Company's revolving credit facility. In connection with these sale-leaseback transactions, the Company recognized losses in the first and second quarters of 2003 of approximately $18.1 million and a deferred gain of approximately $4.6 million in the third quarter of 2003. The losses are included in other, net in the accompanying statement of operations while the deferred gain is included in other long-term liabilities in the accompanying balance sheet.

11.    Commitments and Contingencies

A civil suit was filed in the United States District Court for the Central District of California in April 1983 by the United States of America and the State of California under the Federal Superfund law against over 30 defendants, including a subsidiary of the Company, for alleged release into the environment of hazardous substances disposed of at the Stringfellow Disposal Site in California. The plaintiffs have requested, among other things, that the defendants clean up the contamination at that site. A consent decree was entered into by the plaintiffs and the defendants, including the Company's subsidiary, providing that the consenting parties perform partial remediation at the site. The State of California has agreed to take over clean-up of the site, as well as responsibility for governmental entities' past response costs.

Another civil suit was filed in the United States District Court for the Central District of California in December 1988 by the United States of America and the State of California against

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

more than 180 defendants, including a subsidiary of the Company, for alleged release into the environment of hazardous substances disposed of at the Operating Industries, Inc. site in California. This site served for many years as a depository for municipal and industrial waste. The plaintiffs have requested, among other things, that the defendants clean up the contamination at that site. Consent decrees have been entered into by the plaintiffs and a group of defendants, including TriMas, providing that the consenting parties perform certain remedial work at the site and reimburse the plaintiffs for certain past costs incurred by the plaintiffs at the site. We estimate that the Company's share of the clean-up will not exceed $500,000, for which the Company has received insurance proceeds.

As of November 3, 2003, the Company is party to approximately 691 pending cases involving approximately 31,233 claimants alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by certain of our subsidiaries for use primarily in the petrochemical refining and exploration industries. The Company manufactured three types of gaskets and has ceased the use of asbestos in its products. The Company believes that many of the pending cases relate to locations at which none of our gaskets were distributed or used. In addition, TriMas acquired various companies to distribute the Company's products and also had distributed gaskets of other manufacturers prior to acquisition. Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 12 years ago, have been approximately $2.3 million. The Company does not have significant primary insurance to cover its settlement and defense costs. The Company believes that significant coverage under excess insurance policies of former owners is available, but the Company is in the process of reconstructing the documentation for these policies, and such insurance may not be available. Based upon the Company's experience to date and other available information (including the availability of excess insurance), the Company does not believe that these cases will have a material adverse effect on its financial condition or future results of operations. However, the Company may be subjected to significant additional claims in the future, the cost of settling cases in which product identification can be made may increase, and the Company may be subjected to further claims in respect of the former activities of its acquired gasket distributors.

The Company has provided reserves based upon its present knowledge and, subject to future legal and factual developments, does not believe that the ultimate outcome of any of these litigations will have a material adverse effect on its consolidated financial position and future results of operations and cash flow. However, there can be no assurance that future legal and factual developments will not result in a material adverse impact on our financial condition and future results of operations.

The Company is subject to other claims and litigation in the ordinary course of business, but does not believe that any such claim or litigation will have a material adverse effect on the Company's financial position or results of operations.

12.    Related Parties

Metaldyne Corporation

Prior to June 6, 2002, the Company was wholly-owned by Metaldyne and participated in joint activities including employee benefits programs, legal, treasury, information technology and other general corporate activities.

In connection with the June 6, 2002 transactions, TriMas assumed certain liabilities and obligations of Metaldyne, mainly comprised of contractual obligations to former TriMas employees, tax related matters, benefit plan liabilities and reimbursements to Metaldyne for normal course payments to be made on TriMas' behalf. The amount of these liabilities and obligations were

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

$15.3 million and $21.9 million as of September 30, 2003 and December 31, 2002, respectively. These amounts are payable at various dates over the next two years and are included in Due to Metaldyne in the accompanying consolidated balance sheets.

In April 2003, TriMas repurchased one million shares of its common stock from Metaldyne at $20 per share, the same price as it was valued on June 6, 2002.

For 2003, the Company is also party to a corporate services agreement with Metaldyne. Under the terms of the agreement, TriMas pays Metaldyne a service fee of $2.5 million in exchange for human resources, information technology, internal audit, tax, legal and other general corporate services and remittance of certain third-party charges on TriMas' behalf.

Heartland Industrial Partners

The Company is party to an advisory services agreement with Heartland at an annual fee of $4.0 million plus expenses. During the nine months ended September 30, 2003, the Company incurred $3.4 million in connection with this agreement and this amount is included in selling, general and administrative expense in the accompanying consolidated statement of operations.

Also in the quarter ended March 30, 2003, TriMas paid Heartland approximately $2.1 million in advisory services in connection with the acquisitions of HammerBlow and Highland. Such fees have been capitalized as transaction costs as a component of total consideration paid and allocated to the fair value of assets acquired and liabilities assumed in the respective acquisitions.

13.    Segment Information

TriMas' reportable operating segments are business units that provide unique products and services. Each operating segment is independently managed, requires different technology and marketing strategies and has separate financial information evaluated regularly by the Company's chief operating decision maker in determining resource allocation and assessing performance. During the first quarter of 2003, the Company re-aligned its operating segments and appointed a group president for its Fastening Systems group. Prior period segment information has been revised to conform to the current structure and presentation. TriMas has four operating segments involving the manufacture and sale of the following products:

Cequent Transportation Accessories — Vehicle hitches and receivers, sway controls, weight distribution and fifth wheel hitches, hitch mounted accessories, roof racks, trailer couplers, winches, jacks, trailer brakes and lights and other vehicle and trailer accessories.

Rieke Packaging Systems — Closures and dispensing systems for steel and plastic industrial and consumer packaging applications.

Fastening Systems — Large and small diameter standard and custom-designed ferrous, nonferrous and special alloy fasteners, specialized fittings and cold-headed parts used in automotive and industrial applications, and highly engineered specialty fasteners for the domestic and international aerospace industry.

Industrial Specialties — Flame-retardant facings and jacketing and insulation tapes used in conjunction with fiberglass insulation, pressure-sensitive specialty tape products, high-pressure and low-pressure cylinders for the transportation, storage and dispensing of compressed gases, metallic and nonmetallic industrial gaskets, specialty precision tools such as center drills, cutters, end mills, reamers, master gears, gages and punches, specialty engines and service parts and specialty ordnance components and weapon systems.

The Company uses Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") as an indicator of operating performance and as a measure of cash generating capability. EBITDA is

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

one of the primary measures used by management to evaluate performance. Legacy stock award expense represents a contractual obligation resulting from the November 2000 acquisition of Metaldyne by Heartland which will be fully paid in January 2004.

Segment activity is as follows:

14.    Stock Options

In September 2003, the Compensation Committee of the Company's Board of Directors approved the form of the stock option agreements and the list of individuals eligible to receive certain grants under the TriMas Corporation 2002 Long Term Equity Incentive Plan (the "Plan"), which provides for the issuance of equity-based incentives in various forms. A total of 2,220,000 stock options have been approved for issuance under this Plan. As of September 30, 2003, the Company has 1,778,361 stock options outstanding, each of which may be used to purchase one share of the Company's common stock. The options have a ten-year life and an exercise price of $20. Eighty percent of the options vest ratably over three years, while the remaining twenty percent vest based upon certain earnings targets, as defined in the Plan.

During 2001, certain TriMas employees were granted a total of 336,763 Metaldyne stock options under the Metaldyne Long Term Equity Incentive Plan. Of this amount, 81,640 options vested while the remaining 255,123 options were canceled in connection with the June 6, 2002 transactions. In

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

connection with the June 6, 2002 stock purchase agreement, each vested Metaldyne option was to be converted into one option to purchase TriMas common stock. As of September 30, 2003, all 81,640 Metaldyne stock options issued to TriMas employees have been converted into TriMas stock options under the Plan.

The Company has elected to apply the provisions of Accounting Principles Board Opinion No. 25. Accordingly, no stock option compensation expense is included in the determination of net income in the combined statement of operations. The weighted average fair value on the measurement date for the options was $2.25. Had stock option compensation expense been determined pursuant to the methodology of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," the Company would have recorded an after-tax compensation charge of approximately $0.7 million in the quarter ended September 30, 2003.

The fair value of the options was estimated at the measurement date using the minimum value method, and assumed no dividends or volatility, a risk-free interest rate of 3.0% and an expected option life of 4 years.

The following table illustrates the effect on net income and earnings per share if the Company had adopted the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

15.    Earnings per Share

The Company reports earnings per share in accordance with SFAS No. 128, "Earnings per Share." The Company has calculated basic and diluted earnings per share for all periods presented except for the nine months ended September 30, 2002, during which time the Company was a division of Metaldyne for more than five months. The weighted-average number of shares outstanding was 20.0 million, 19.3 million and 20.0 million for the three months ended September 30, 2003 and September 29, 2002 and the nine months ended September 30, 2003, respectively. All 1,778,361 stock options and 750,000 common stock warrants have been excluded from the earnings per share calculations as they would have been antidilutive.

16.    Impact of Newly Issued Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation ("FIN") 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB 51."

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TriMas Corporation

Notes to Finanical Statements  (continued)
(Unaudited)

FIN 46 requires primary beneficiaries in a variable interest entity to consolidate the entity even if the primary beneficiary does not have a majority voting interest. This consolidation requirement is effective immediately for any variable interest entity created on or after January 31, 2003, and after June 30, 2003 for entities created before January 31, 2003. In addition, FIN 46 requires disclosure of information regarding guarantees or loss exposures related to a variable interest entity created prior to January 31, 2003 in financial statements issued after January 31, 2003. The adoption of this statement did not have any effect on the Company's results of operations or financial condition.

In May 2003, the FASB SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." SFAS No. 150 provides guidance for how a company should classify and measure certain financial instruments that have characteristics of both liabilities and equity. SFAS No. 150 is effective immediately for any qualifying financial instruments issued after May 31, 2003 and becomes effective for such pre-existing financial instruments in the third quarter of 2003. The adoption of SFAS No. 150 did not have an impact on the Company's financial condition or results of operations.

16.    Supplemental Guarantor Condensed Combining and Consolidating Financial Information

Under an indenture dated June 6, 2002, TriMas Corporation, the parent company ("Parent"), issued 9 7/8% Senior Subordinated Notes due 2012 in a total principal amount of $437.8 million (face value). These Notes are guaranteed by substantially all of the Company's domestic subsidiaries ("Guarantor Subsidiaries"). All of the Guarantor Subsidiaries are 100% owned by the Parent and their guarantee is full, unconditional, joint and several. The Company's non-domestic subsidiaries and TSPC, Inc. have not guaranteed the Notes ("Non-Guarantor Subsidiaries"). The Guarantor Subsidiaries have also guaranteed amounts outstanding under the Company's Credit Facility.

The accompanying supplemental guarantor condensed, combining or consolidating financial information is presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company's share in the subsidiaries' cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

Prior to June 6, 2002, the Parent held equity investments directly in certain of the Company's wholly-owned Non-Guarantor Subsidiaries, and equity in these investees is included in the Parent column of the accompanying condensed combining financial information for all periods presented. Subsequent to June 6, 2002, all investments in non-domestic subsidiaries are held directly at TriMas Company LLC, a wholly-owned subsidiary of TriMas Corporation and Guarantor Subsidiaries, and equity in non-domestic subsidiary investees for all periods subsequent to June 30, 2002 is included in the Guarantor column of the accompanying consolidating financial information. In addition, the results of Fittings are included with the results of the Guarantor Subsidiaries for each of the periods in which supplemental guarantor financial information is presented.

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TriMas Corporation

Notes to Financial Statements (continued)
(Unaudited)

Supplemental Guarantor
Condensed Financial Statements
Consolidating Balance Sheet
(in thousands)

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TriMas Corporation

Notes to Financial Statements (continued)
(Unaudited)

Supplemental Guarantor
Condensed Financial Statements
Combining Balance Sheet
(in thousands)

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TriMas Corporation

Notes to Financial Statements (continued)
(Unaudited)

Supplemental Guarantor
Condensed Financial Statements
Combining Statement of Operations
(in thousands)

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TriMas Corporation

Notes to Financial Statements (continued)
(Unaudited)

Supplemental Guarantor
Condensed Financial Statements
Combining Statement of Operations
(in thousands)

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TriMas Corporation

Notes to Financial Statements (continued)
(Unaudited)

Supplemental Guarantor
Condensed Financial Statements
Combining Statement of Cash Flows
(in thousands)

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TriMas Corporation

Notes to Financial Statements (continued)
(Unaudited)

Supplemental Guarantor
Condensed Financial Statements
Combining Statement of Cash Flows
(in thousands)

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction

We are an industrial manufacturer of highly engineered products serving niche markets in a diverse range of commercial, industrial and consumer applications. Effective January 1, 2003, TriMas reorganized its business operations and formed a Fastening Systems segment consisting of our industrial fasteners businesses that were previously part of Industrial Specialties. As a result, prior period financial information has been reclassified to conform to this presentation. We have four operating groups or segments: Cequent Transportation Accessories, Rieke Packaging Systems, Fastening Systems and Industrial Specialties.

Segment Information

The following table summarizes financial information of our four operating segments.

Supplemental Financial Analysis

(1)	Legacy stock award expense represents a contractual obligation from the November 2000 acquisition of Metaldyne by Heartland. TriMas assumed a portion of this liability in connection with the separation and recapitalization of the Company in June 2002.

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Results of Operations

Three Months Ended September 30, 2003 Compared with Three Months Ended September 29, 2002

Including $44.2 million in sales from the HammerBlow and Highland entities acquired during 2003, net sales for the three months ended September 30, 2003 increased approximately 27.1% compared to the same period of the prior year. Excluding the impact of these acquisitions, the Company's net sales increased $6.1 million or 3.3%. Net sales within Cequent Transportation Accessories increased $45.5 million or 62.4%. Of this amount, $44.2 million was due to the impact of the aforementioned acquisitions of HammerBlow and Highland. Excluding the impact of these acquisitions, sales in Cequent's legacy business increased 1.9% due to improved delivery performance and market conditions . Net sales of Rieke Packaging Systems increased $1.2 million or 4.5% primarily due to the benefit of new product sales, although year over year sales growth in the quarter slowed compared to the first half of 2003. Overall, net sales of Fastening Systems decreased 5.1%, as stronger market demand for our aerospace fasteners was more than offset by continued weakness in demand for our industrial fastener products in general distribution channels. Net sales within Industrial Specialties increased $5.3 million or 10.9%, compared to the prior year. This increase in sales was attributed to improved demand for our products in the commercial construction, energy and petrochemical, general industrial and defense markets.

Operating profit margins approximated 9.2% and 4.1% for the quarter ended September 2003 and 2002, respectively. Operating profit for the three months ended September 30, 2003 was $21.7 million, an increase of $14.0 million compared to the same period of the prior year. Within Cequent Transportation Accessories, excluding the $6.7 million positive impact attributed to the acquisitions of HammerBlow and Highland, operating profit declined a slight $0.7 million within Cequent's legacy business, but on a relative basis improved compared to the first half of 2003. Improved operating profits ($1.1 million) attributed to slightly higher sales, lower restructuring charges and increased efficiencies at our Goshen, Indiana and Reynosa, Mexico operations, were more than offset by increased lease costs and higher depreciation charges. Rieke Packaging Systems operating profit was slightly higher between periods as a result of a marginal increase in sales between years. However, operating margins in the quarter declined compared to the first half of 2003 as a result of lower sales volume and slower than anticipated customer product launches. Within Fastening Systems, although sales declined $1.9 million, operating profit increased approximately $6.6 million from a loss of $5.4 million to $1.2 million operating profit. Results in the prior year were negatively impacted by $7.1 million of other charges principally related to the write-down of excess and obsolete inventory. In the current year, higher operating profit due to improved margins ($2.9 million), were more than offset by increased lease costs of $1.1 million and $2.3 million of other charges associated with the group's restructuring its industrial fasteners manufacturing facilities. Industrial Specialties operating profit increased $3.7 million due to the aforementioned 10.9% increase in sales ($0.7 million), higher operating margins of $3.6 million resulting from improved efficiencies, lower restructuring costs and reduced depreciation charges, offset by increased lease costs of $0.6 million.

Selling, general and administrative costs were approximately $38.2 million, or 16.2% of net sales, for the three months ended September 30, 2003 as compared with $30.3 million, or 16.3% of net sales, in the prior year. The increase of $7.9 million is primarily due to the $7.4 million impact of acquired operations and increased costs associated with our separation from Metaldyne.

For the three months ended September 30, 2003, interest expense increased $3.7 million due to the issuance of $85.0 million senior subordinated notes in December 2002 and additional term loan borrowings of $75 million in June 2003.

Net income for the three months ended September 30, 2003 was $3.7 million as compared to net loss of $4.0 million for the three months ended September 30, 2002. The increase is mainly due to the impact of the HammerBlow and Highland acquisitions. The third quarter of 2002 also included certain one-time charges related to restructuring activities and our separation from Metaldyne in June 2002.

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Nine Months Ended September 30, 2003 Compared with Nine Months Ended September 29, 2002

Including $118.7 million in sales from the HammerBlow and Highland entities acquired during 2003, net sales for the nine months ended September 30, 2003 increased approximately 20.0% compared to the nine months ended September 29, 2002. Excluding the impact of these acquisitions, the Company's net sales decreased $1.3 million or 0.2%. Net sales within Cequent Transportation Accessories increased $107.1 million or 45.4%. Of this amounts, $118.7 million was due to the impact of the aforementioned acquisitions of HammerBlow and Highland. Excluding the impact of these acquisitions, sales in Cequent's legacy business decreased 4.9% due to weakness in demand in the first half of 2003 in the overall market for towing and trailer accessories, principally in the RV and marine markets and retail distribution markets through mass merchandisers and independent retail outlets. In the third quarter 2003, net sales increased 1.9% due to improved delivery performance and market conditions. Rieke Packaging Systems net sales increased 12.1% primarily due to the benefit of sales of new products, although the sales growth rate slowed during the third quarter relative to the first half of 2003 due to softness in the market for industrial closures and slower product launches of some consumer products. Fastening Systems net sales decreased 6.6%, as we have continued to see weakness in demand for our fastener products in the general distribution and industrial products channels. Industrial Specialties net sales increased 5.0%. The increase in sales in the Industrial Specialties group was due to improved demand for our products across the commercial construction, energy and petrochemical, general industrial and defense markets primarily in the second and third quarters of 2003.

Operating profit margins approximated 8.7% and 10.5% for the nine months ended September 30, 2003 and September 29, 2002, respectively. Excluding the impact of the acquisition of HammerBlow and Highland, the Company's operating profit margin for the nine months ended September 30, 2003 approximated 7.9% and operating profit was $61.2 million, a decrease of $0.1 million compared to the prior year. Within Cequent Transportation Accessories, excluding the $14.6 million positive impact attributed to the acquisitions of HammerBlow and Highland, operating profit declined $11.6 million within Cequent's legacy businesses. Approximately $9.5 million of this decrease is attributed to lower margins due to incremental costs and operational inefficiencies associated with the ramp-up of our Goshen, Indiana manufacturing facility and the expansion of operations in Reynosa, Mexico during the first half of 2003. We also completed the closure of our Elkhart, Indiana and Canton, Michigan facilities in the second quarter of 2003. Cequent also incurred higher lease costs of $2.1 million compared to the prior year. Rieke Packaging Systems' operating profit increased $1.8 million, as a result of $9.9 million of increased sales, offset by slightly lower margins earned overall due to product mix, new product launch support costs and increased lease expense. Within Fastening Systems, although sales declined $7.5 million, operating profit increased approximately $1.0 million, from $0.7 million to $1.7. Results in the prior year were negatively impacted by $7.1 million of charges principally related to the write-down of excess and obsolete inventory. In the current year, operating profit was negatively impacted by incremental other charges of $4.1 million associated with the group's restructuring its industrial fasteners manufacturing facilities and increased lease costs of $2.0 million. Industrial Specialties operating profit increased $2.3 million. This increase was due primarily to improved operating margins (10.8% compared to 9.8% in the prior year) which contributed $1.5 million in operating profit and the aforementioned 5.0% increase in sales which contributed $0.8 million.

Selling, general and administrative costs were approximately $113.6 million, or 16.1% of net sales, for the nine months ended September 30, 2003, as compared with $86.8 million, or 14.8% of net sales, in the prior year. The increase is primarily due to the impact of acquired operations ($21.1 million) and increased costs associated with our separation from Metaldyne.

For the nine months ended September 30, 2003, interest expense increased a net $3.2 million as increased interest in the current year due to the issuance of $85.0 million senior subordinated notes in December 2002 and additional term loan borrowings of $75 million in June 2003 was partially offset by interest expense allocated to the Company by Metaldyne during the first five months of 2002. Other, net expense for the nine months ended September 30, 2003, increased 13.7 million. The

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Company recorded a $18.2 million net loss from the sale of fixed assets, primarily in connection with sale and leaseback transactions for certain manufacturing equipment and facilities..

Net loss for the nine months ended September 30, 2003 was $4.8 million as compared to a net loss of $30.1 million for the nine months ended September 30, 2002. The results for the nine months ended September 30, 2002 include a charge of $36.6 million for the cumulative effect on prior years of a change in recognition and measurement of goodwill impairment.

Liquidity and Capital Resources

Cash provided by operating activities for the nine months ended September 30, 2003 was approximately $35.1 million as compared to cash used in operating activities of approximately $20.1 million for the comparable period a year ago. Working capital used in operations increased $9.8 million between years, primarily due to increased sales levels resulting from the acquisition of HammerBlow and Highland. Capital expenditures were $18.4 million for the nine months ended September 30, 2003, as compared with $20.6 million for the comparable period in 2002.

Our credit facility, as amended and restated on June 6, 2003, includes a $150 million revolving credit facility and a $335 million term loan facility. Up to $100 million of our revolving credit facility is available to be used for one or more permitted acquisitions. The credit facility also provides for an uncommitted $125 million incremental term loan facility for one or more permitted acquisitions. Amounts drawn on our revolving credit facility fluctuate daily based upon our working capital and other ordinary course needs. Availability under our revolving credit facility depends upon, among other things, compliance with the agreement's financial covenants. Another important source of liquidity is our $125 million accounts receivable securitization facility, under which we have the ability to sell eligible accounts receivable to a third-party multi-seller receivables funding company. At September 30, 2003, the Company had no amounts outstanding under the accounts receivable facility and $51.1 million available, but not utilized. At September 30, 2003, the Company had $10.8 million of available cash and could incur up to $54.6 million of additional senior indebtedness under our revolving credit facility and/or accounts receivables facility to fund operations and up to $151.1 million to fund acquisitions, subject to certain limitations.

Principal payments required on the term loan are: $0.7 million due each calendar quarter ending June 2003 through June 30, 2009, $134.0 million due on September 30, 2009 and $141.8 million due on December 31, 2009.

In the first quarter of 2003, the Company completed the acquisition of HammerBlow Acquisition Corp. ("HammerBlow") and Highland Group Industries ("Highland"). The Company made an initial $9.0 million investment in HammerBlow in November 2002. The incremental combined acquisition price for HammerBlow and Highland of approximately $209.7 million (before realization of proceeds from completed asset sales) was funded with $63.3 million of net proceeds from the issuance of our senior subordinated notes, $30.0 million of cash equity received from Heartland, the issuance of a $7.5 million deferred note payable due January 2004, and the balance satisfied from borrowings under our revolving credit agreement and accounts receivable securitization facility.

On May 9, 2003, the Company completed the acquisition of a fasteners business ("Fittings") from Metaldyne for approximately $22.7 million on a debt-free basis. Fittings is a leading manufacturer of specialized fittings and cold-headed parts used in automotive and industrial applications. The transaction was funded by a combination of borrowings under the Company's revolving credit facility and a $5.0 million cash equity contribution by Heartland. Fittings had 2002 revenues of approximately $16.7 million.

We have other cash commitments related to leases. We have engaged in a number of sale-leaseback transactions. In January 2002, we entered into sale-leaseback transactions with respect to nine real properties for gross proceeds of approximately $20.9 million, which were used to repay advances from Metaldyne. We account for these lease transactions as operating leases and annual rent expense related to these lease transactions is approximately $2.5 million. During the year ended December 31, 2002, we entered into operating leases for three additional facilities and annual rent

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expense related to these lease transactions is approximately $1.5 million. During the fourth quarter we also entered into sale-leaseback transactions with respect to certain manufacturing equipment. We realized proceeds of approximately $5.7 million. Annual rent expense related to these transactions is approximately $0.9 million. In March 2003, the Company completed a sale and lease back of certain personal property that resulted in net cash proceeds of approximately $28.0 million. The proceeds were used to repay outstanding balances under our revolving credit facility. Annual rent expense related to this lease transaction will approximate $4.4 million. In March 2003, we also completed the sale and subsequent leaseback with respect to two real properties for gross proceeds of approximately $7.8 million. Annual rent expense related to these transactions will approximate $0.9 million. In June 2003, the Company completed another sale and subsequent lease back of certain personal property that resulted in net cash proceeds of approximately $25.9 million. The proceeds were used to repay outstanding balances under our revolving credit facility. Annual rent expense related to these lease transactions will approximate $4.0 million. In September 2003, the Company completed a sale and leaseback of real property for gross proceeds of approximately $8.2 million, which were used to repay balances outstanding under our revolving credit facility. Annual rent expense related to this transaction will approximate $0.8 million. In connection with the Fittings acquisition, we agreed to sublease from Metaldyne the facility where the acquired business is currently located. Annual rent expense related to this sublease is expected to be $0.2 million. We expect to continue to utilize leasing as a financing strategy in the future to meet capital expenditure needs and to reduce debt levels.

In addition to the foregoing contractual commitments, we have also agreed to assume certain obligations resulting from the November 2000 acquisition of Metaldyne by Heartland. At that time, Metaldyne made restricted stock grants to employees with terms that allow eligible employees to elect to receive cash at stipulated amounts in lieu of shares as the restricted stock grants vest. We have agreed to be responsible for the cash costs of those elections to the extent they relate to our current and former employees and to our allocable share of current and former Metaldyne corporate level employees in accordance with the agreement. Under these arrangements, the approximate stipulated dollar value of the shares for which we are responsible that have vested or will vest, are as follows: $4.2 million on January 14, 2002, $7.6 million on January 14, 2003 and $8.5 million on January 14, 2004. To the extent that cash elections are not made, the employees will be entitled to retain their shares in Metaldyne, but we may decide at any time to work with Metaldyne to replace all or a portion of the restricted stock grants and related obligations at Metaldyne with new restricted stock grants and similar obligations.

Our exposure to interest rate risk results from the floating rates on our $335.0 million senior term loan and our $150 million revolving credit facility, under which we had $292.5 million outstanding under the senior term loan and no amounts outstanding under the revolving credit facility at September 30, 2003. Borrowings under our credit facility bear interest, at various rates, as more fully described in Note 9 to the accompanying financial statements as of September 30, 2003. Based on current amounts outstanding, a 1% increase or decrease in the per annum interest rate for the term loan and revolving credit facility would change interest expense by $2.9 million annually.

We conduct business in several locations throughout the world and are subject to market risk due to changes in the value of foreign currencies. We do not currently use derivative financial instruments to manage these risks. The functional currencies of our foreign subsidiaries are generally the local currency in the country of domicile. We manage these operating activities at the local level and revenues and costs are generally denominated in such local currencies.

As a result of the financing transactions entered into on June 6, 2002, the additional issuance of $85 million aggregate principal amount of senior subordinated notes, and recent acquisitions, we are highly leveraged. In addition to normal capital expenditures, we may incur significant amounts of additional debt and further burden cash flow in pursuit of our internal growth and acquisition strategies.

The terms of our credit facility as amended and restated require the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization

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facility over consolidated EBITDA, as defined), interest expense ratio (EBITDA over cash interest expense, as defined) and a capital expenditures covenant, the most restrictive of which is the leverage ratio. Our permitted leverage ratio was 5.00 to 1.00 at September 30, 2003. The permitted leverage ratio becomes more restrictive in future periods, declining to 4.75 to 1.00 at December 31, 2003, 4.00 to 1.00 at December 31, 2004 and 3.25 to 1.00 at December 31, 2005 and thereafter. The Company was in compliance with its covenants at September 30, 2003.

We believe that our liquidity and capital resources, including anticipated cash flows from operations, will be sufficient to meet debt service, capital expenditure and other short-term and long-term obligations needs for the foreseeable future, but we are subject to unforeseeable events and risks.

Off-Balance Sheet Arrangements

In connection with the transactions, we entered into an agreement to sell, on an ongoing basis, the trade accounts receivable of certain business operations to a wholly-owned, bankruptcy-remote, special purpose subsidiary, TSPC, Inc. ("TSPC"). TSPC, subject to certain conditions, may from time to time sell an undivided fractional ownership interest in the pool of domestic receivables, up to approximately $125 million, to a third party multi-seller receivables funding company, or conduit. Upon sale of receivables, the Company retains a subordinated interest in the receivables. Under the terms of the agreement, new receivables can be added to the pool as collections reduce previously sold receivables. The facility is anticipated to be an important source of liquidity in 2003 and subsequent years. At September 30, 2003, we had no amounts outstanding and $51.1 million available under the facility.

The facility is subject to customary termination events, including, but not limited to, breach of representations or warranties, the existence of any event that materially adversely affects the collectibility of receivables or performance by a seller and certain events of bankruptcy or insolvency. The proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs. The agreement expires on June 6, 2005. If we are unable to renew or replace this facility, it could materially adversely affect our liquidity.

Cash Obligations

Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our long-term debt agreements, rent payments required under operating lease agreements for 15 facilities and certain capital equipment, severance obligations related to our cost savings plans and our allocable share of certain compensation and benefit obligations due to Metaldyne. The following table summarizes our expected fixed cash obligations over various future periods related to these items.

As of September 30, 2003, we are contingently liable for stand-by letters of credit totaling $25.2 million issued on our behalf by financial institutions under our revolving credit facility. These letters of credit are used for a variety of purposes, including certain operating leases and meeting various states' requirements in order to self-insure workers' compensation claims, including incurred but not reported claims.

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Critical Accounting Policies

The following discussion of accounting policies is intended to supplement the accounting policies presented in Note 3 to our 2002 audited financial statements. The expenses and accrued liabilities or allowances related to certain of these policies are based on our best estimates at the time of original entry in our accounting records. Adjustments are recorded when actual experience differs from the expected experience underlying the estimates. We make frequent comparisons of actual versus expected experience to mitigate the likelihood of material adjustments.

Accounting Basis for Transactions.    Prior to June 6, 2002, the Company was owned by Metaldyne. On November 28, 2000, Metaldyne was acquired by an investor group led by Heartland. The pre-acquisition basis of accounting for periods prior to November 28, 2000 is reflected on the historical basis of accounting and all periods subsequent to November 28, 2000 are reflected on a purchase accounting basis and are therefore not comparable. On June 6, 2002, Metaldyne issued approximately 66% of our fully diluted common stock to an investor group led by Heartland. As a result of the transactions, we did not establish a new basis of accounting as Heartland is the controlling shareholder for both the Company and Metaldyne and the transactions were accounted for as a reorganization of entities under common control. Our combined financial information includes allocations and estimates of direct and indirect Metaldyne corporate administrative costs attributable to us, which are deemed by management to be reasonable but are not necessarily reflective of those costs to us on an ongoing basis.

Receivables.    Receivables are presented net of allowances for doubtful accounts. We monitor our exposure for credit losses and maintain adequate allowances for doubtful accounts. We do not believe that significant credit risk exists. Trade accounts receivable of substantially all domestic business operations may be sold, on an ongoing basis, to TSPC, Inc., a wholly-owned subsidiary of the Company.

Depreciation and Amortization.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and buildings/land improvements, 2.5% to 10% and machinery and equipment, 6.7% to 33.3%. Capitalized debt issuance costs are amortized over the underlying terms of the related debt securities. Customer relationship intangibles are amortized over periods ranging from 6-40 years, trademarks/trade names are amortized over a 40-year period, while technology and other intangibles are amortized over periods ranging from 5-30 years.

Goodwill and Other Intangibles.    The Company tests goodwill for impairment on an annual basis, unless a change in business conditions occurs which requires a more frequent evaluation, by comparison of estimated fair value to carrying value. In assessing the recoverability of goodwill, the Company estimates fair value using the present value of expected future cash flows and other valuation measures. The Company also tests its other intangibles for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that their carrying amount may not be recoverable. The factors considered by management in performing this assessment include current operating results, business prospects, market trends, potential product obsolescence, competitive activities and other economic factors.

Pension and Postretirement Benefits Other than Pensions.    Annual net periodic expense and benefit liabilities under our defined benefit plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Annually, we review the actual experience compared to the more significant assumptions used and make adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and our policy is to pay these benefits as they become due. Certain accounting guidance, including the guidance applicable to pensions, does not require immediate recognition of the effects of

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a deviation between actual and assumed experience or the revision of an estimate. This approach allows the favorable and unfavorable effects that fall within an acceptable range to be netted.

Other Loss Reserves.    We have numerous other loss exposures, such as environmental claims, product liability, litigation, realizability of deferred tax assets, and accounts receivable. Establishing loss reserves for these matters requires the use of estimates and judgment in regard to risk exposure and ultimate liability. We estimate losses under the programs using consistent and appropriate methods; however, changes to our assumptions could materially affect our recorded liabilities for loss. Where available, we utilize published credit ratings for our debtors to assist us in determining the amount of required reserves.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are exposed to market risk associated with fluctuations in foreign exchange rates. We are also subject to interest risk as it relates to long-term debt. See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for details about our primary market risks, and the objectives and strategies used to manage these risks.

Item 4.    Controls and Procedures

An evaluation was carried out by management with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, except as described in (b) below, as of the end of the period covered by this report, our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

During the last fiscal quarter to which this report relates, we have initiated implementation of corrective actions to address two material control weaknesses previously disclosed that have materially improved and are reasonably likely to materially improve our internal control over financial reporting. The material weaknesses previously disclosed relate to internal accounting controls over: (1) the Company's closing, consolidation and financial monitoring processes, and; (2) use of standardized accounting policies and procedures appropriate to each business unit's activities. Recently added financial management staff have begun to : (a) implement closing and consolidation process improvements, including performance of additional monitoring activities and more timely preparation of account reconciliations; and (b) formally document and communicate the application and use of the Company's critical accounting policies and related procedures to appropriate business unit financial personnel.

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Part II. Other Information
TriMas Corporation

Item 1.    Legal Proceedings.

A civil suit was filed in the United States District Court for the Central District of California in April 1983 by the United States of America and the State of California under the Federal Superfund law against over 30 defendants, including a subsidiary of ours, for alleged release into the environment of hazardous substances disposed of at the Stringfellow Disposal Site in California. The plaintiffs have requested, among other things, that the defendants clean up the contamination at that site. A consent decree has been entered into by the plaintiffs and the defendants, including us, providing that the consenting parties perform partial remediation at the site. The State of California has agreed to take over clean-up of the site, as well as responsibility for governmental entities' past response costs. We estimate that we will have no share of the clean-up expense at this site. The plaintiffs had sought other relief such as reimbursement of response costs and injunctive relief from the defendants under CERCLA and other similar state law theories, but the consent decree governs the remedy. Another civil suit was filed in the United States District Court for the Central District of California in December 1988 by the United States of America and the State against more than 180 defendants, including us, for alleged release into the environment of hazardous substances disposed of at the Operating Industries, Inc. site in California. This site served for many years as a depository for municipal and industrial waste. The plaintiffs have requested, among other things, that the defendants clean up the contamination at that site. Consent decrees have been entered into by the plaintiffs and a group of the defendants, including us, providing that the consenting parties perform certain remedial work at the site and reimburse the plaintiffs for certain past costs incurred by the plaintiffs at the site. We estimate that our share of the clean-up will not exceed $500,000, for which we have received insurance proceeds. Plaintiffs had sought other relief such as damages arising out of claims for negligence, trespass, public and private nuisance, and other causes of action, but the consent decree governs the remedy. While based upon our present knowledge and subject to future legal and factual developments, we do not believe that any of these litigations will have a material adverse effect on our consolidated financial position, results of operations or cash flow, future legal and factual developments may result in materially adverse expenditures.

As of November 3, 2003, we were a party to approximately 691 pending cases involving an aggregate of approximately 31,233 claimants alleging personal injury from exposure to asbestos containing materials formerly used in gaskets (both encapsulated and otherwise) manufactured or distributed by certain of our subsidiaries for use in the petrochemical refining and exploration industries. In addition, we acquired various companies to distribute our products that had distributed gaskets of other manufacturers prior to acquisition. We believe that many of our pending cases relate to locations at which none of our gaskets were distributed or used. Total settlement costs (exclusive of defense costs) for all such cases, some of which were filed over 12 years ago, have been approximately $2.3 million. We do not have significant primary insurance to cover our settlement and defense costs. We believe that significant coverage under excess insurance policies of former owners is available to us, but we are in the process of reconstructing the documentation for these policies, and such insurance may not be available. Based upon our experience to date and other available information (including the availability of excess insurance), we do not believe that these cases will have a material adverse effect on our financial condition or future results of operations. However, we may be subjected to significant additional claims in the future, the cost of settling cases in which product identification can be made may increase, and we may be subjected to further claims in respect of the former activities of our acquired gasket distributors.

We are subject to other claims and litigation in the ordinary course of our business, but do not believe that any such claim or litigation will have a material adverse effect on our financial position or results of operations.

Item 2.    Changes in Securities and Use of Proceeds.

None of our securities, which were not registered under the Securities Act, have been issued or sold by us since June 30, 2003, except as follows:

33

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1.

On September 25, 2003, we issued 10,000 shares of common stock to an employee at a price of $20.00 per share or an aggregate price of $200,000.

The issuance of the securities described above was exempt from registration under the Securities Act in reliance on Section 4(2) of such Securities Act as transactions by an issuer not involving any public offering. The recipient of securities in each such transaction represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates issued in such transactions. The recipients had adequate access to information about us at the time of his investment decision.

Items    3, 4 and 5.

Not applicable.

Item 6.    Exhibits and Reports on Form 8-K

(a)    Exhibits:

*	Incorporated by reference to the Exhibits filed with TriMas Corporation's Registration Statement of Form S-4, filed on October 4, 2002 (File No. 333-100351).

(b)    Reports on Form 8-K:

The Company filed an amendment on July 16, 2003 to its Current Report dated June 20, 2003, amending certain disclosures regarding its change in Certifying Accountants.

34

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

35

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                               TRIMAS CORPORATION
                               ------------------
                      2002 LONG TERM EQUITY INCENTIVE PLAN
                      ------------------------------------


         1.    Purposes.
               ---------

         The purposes of the 2002 Long Term Equity Incentive Plan are to advance
the interests of the Company and its shareholders by providing a means to
attract, retain, and motivate employees, consultants and directors of the
Company, its Subsidiaries and Affiliates upon whose judgment, initiative and
efforts the continued success, growth and development of the Company is
dependent.

         2.    Definitions.
               ------------

         For purposes of the Plan, the following terms shall be defined as set
forth below:

               (a)   "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board or the Committee as a participating
employer under the Plan, provided that the Company directly or indirectly owns
at least 20% of the combined voting power of all classes of stock of such entity
or at least 20% of the ownership interests in such entity.

               (b)   "Award" means any Option, SAR, Restricted Share, Restricted
Share Unit, Performance Share, Performance Unit, Dividend Equivalent, or Other
Share-Based Award granted to an Eligible Person under the Plan.

               (c)   "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.

               (d)   "Beneficiary" means the person, persons, trust or trusts
which have been designated by an Eligible Person in his or her most recent
written beneficiary designation filed with the Company to receive the benefits
specified under this Plan upon the death of the Eligible Person, or, if there is
no designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

               (e)   "Board" means the Board of Directors of the Company.

               (f)   "Code" means the Internal Revenue Code of 1986, as amended
from time to time. References to any provision of the Code shall be deemed to
include successor provisions thereto and regulations thereunder.





                                      -2-


               (g)   "Committee" means the Compensation Committee of the Board,
or such other Board committee (which may include the entire Board) as may be
designated by the Board to administer the Plan.

               (h)   "Company" means TriMas Corporation, a corporation organized
under the laws of Delaware, or any successor corporation.

               (i)   "Director" means a member of the Board who is not an
employee of the Company, a Subsidiary or an Affiliate.

               (j)   "Dividend Equivalent" means a right, granted under
Section 5(g), to receive cash, Shares, or other property equal in value to
dividends paid with respect to a specified number of Shares. Dividend
Equivalents may be awarded on a free-standing basis or in connection with
another Award, and may be paid currently or on a deferred basis.

               (k)   "Eligible Person" means (i) an employee of or consultant to
the Company, a Subsidiary or an Affiliate, including any director who is an
employee, or (ii) a Director. Notwithstanding any provisions of this Plan to the
contrary, an Award may be granted to a person, in connection with his or her
hiring or retention as an employee or consultant, prior to the date the employee
or consultant first performs services for the Company, a Subsidiary or an
Affiliate, provided that any such Award shall not become exercisable or vested
prior to the date the employee or consultant first performs such services as an
employee or consultant.

               (l)   "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time. References to any provision of the Exchange Act
shall be deemed to include successor provisions thereto and regulations
thereunder.

               (m)   "Fair Market Value" means, with respect to Shares or other
property, the fair market value of such Shares or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. If the Shares are listed on any established stock exchange or a
national market system, unless otherwise determined by the Committee in good
faith, the Fair Market Value of Shares shall mean the mean between the high and
low selling prices per Share on the immediately preceding date (or, if the
Shares were not traded on that day, the next preceding day that the Shares were
traded) on the principal exchange or market system on which the Shares are
traded, as such prices are officially quoted on such exchange.

               (n)   "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.






                                      -3-


               (o)   "NQSO" means any Option that is not an ISO.

               (p)   "Option" means a right, granted under Section 5(b), to
purchase Shares.

               (q)   "Other Share-Based Award" means a right, granted under
Section 5(h), that relates to or is valued by reference to Shares.

               (r)   "Participant" means an Eligible Person who has been granted
an Award under the Plan.

               (s)   "Performance Share" means a performance share granted under
Section 5(f).

               (t)   "Performance Unit" means a performance unit granted under
Section 5(f).

               (u)   "Plan" means this 2002 Long Term Equity Incentive Plan.

               (v)   "Restricted Shares" means an Award of Shares under
Section 5(d) that may be subject to certain restrictions and to a risk of
forfeiture.

               (w)   "Restricted Share Unit" means a right, granted under
Section 5(e), to receive Shares or cash at the end of a specified deferral
period.

               (x)   "Rule 16b-3" means Rule 16b-3, as from time to time in
effect and applicable to the Plan and Participants, promulgated by the
Securities and Exchange Commission under Section 16 of the Exchange Act.

               (y)   "SAR" or "Share Appreciation Right" means the right,
granted under Section 5(c), to be paid an amount measured by the difference
between the exercise price of the right and the Fair Market Value of Shares on
the date of exercise of the right, with payment to be made in cash, Shares, or
property as specified in the Award or determined by the Committee.

               (z)   "Shares" means common stock, $0.01 par value per share, of
the Company.

               (aa)  "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns shares
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.





                                      -4-


               3.    Administration.
                     ---------------

               (a)   Authority of the Committee. The Plan shall be administered
by the Committee, and the Committee shall have full and final authority to take
the following actions, in each case subject to and consistent with the
provisions of the Plan:

          (i)     to select Eligible Persons to whom Awards may be granted;

          (ii)    to designate Affiliates;

          (iii)   to determine the type or types of Awards to be granted to each
          Eligible Person;

          (iv)    to determine the type and number of Awards to be granted, the
          number of Shares to which an Award may relate, the terms and
          conditions of any Award granted under the Plan (including, but not
          limited to, any exercise price, grant price, or purchase price, and
          any bases for adjusting such exercise, grant or purchase price, the
          terms of any put or call rights with respect to an Award, any
          restriction or condition, any schedule for lapse of restrictions or
          conditions relating to transferability or forfeiture, exercisability,
          or settlement of an Award, and waiver or accelerations thereof, and
          waivers of performance conditions relating to an Award, based in each
          case on such considerations as the Committee shall determine), and all
          other matters to be determined in connection with an Award;

          (v)     to determine whether, to what extent, and under what
          circumstances an Award may be settled, or the exercise price of an
          Award may be paid, in cash, Shares, other Awards, or other property,
          or an Award may be canceled, forfeited, exchanged, or surrendered;

          (vi)    to determine whether, to what extent, and under what
          circumstances cash, Shares, other Awards, or other property payable
          with respect to an Award will be deferred either automatically, at the
          election of the Committee, or at the election of the Eligible Person;

          (vii)   to prescribe the form of each Award Agreement, which need not
          be identical for each Eligible Person;

          (viii)  to adopt, amend, suspend, waive, and rescind such rules and
          regulations and appoint such agents as the Committee may deem
          necessary or advisable to administer the Plan;





                                      -5-


          (ix)    to correct any defect or supply any omission or reconcile any
          inconsistency in the Plan and to construe and interpret the Plan and
          any Award, rules and regulations, Award Agreement, or other
          instrument hereunder;

          (x)     to accelerate the exercisability or vesting of all or any
          portion of any Award or to extend the period during which an Award is
          exercisable; and

          (xi)    to make all other decisions and determinations as may be
          required under the terms of the Plan or as the Committee may deem
          necessary or advisable for the administration of the Plan.

               (b)    Manner of Exercise of Committee Authority. The Committee
shall have sole discretion in exercising its authority under the Plan. Any
action of the Committee with respect to the Plan shall be final, conclusive, and
binding on all persons, including the Company, Subsidiaries, Affiliates,
Eligible Persons, any person claiming any rights under the Plan from or through
any Eligible Person, and shareholders. The express grant of any specific power
to the Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee. The Committee may
delegate to other members of the Board or officers or managers of the Company or
any Subsidiary or Affiliate the authority, subject to such terms as the
Committee shall determine, to perform administrative functions and, with respect
to Awards granted to persons not subject to Section 16 of the Exchange Act, to
perform such other functions as the Committee may determine, to the extent
permitted under Rule 16b-3 (if applicable) and applicable law.

               (c)    Limitation of Liability. Each member of the Committee
shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or other employee of the
Company or any Subsidiary or Affiliate, the Company's independent certified
public accountants, or other professional retained by the Company to assist in
the administration of the Plan. No member of the Committee, and no officer or
employee of the Company acting on behalf of the Committee, shall be personally
liable for any action, determination, or interpretation taken or made in good
faith with respect to the Plan, and all members of the Committee and any officer
or employee of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company with respect to any
such action, determination, or interpretation.





                                      -6-


               4.     Shares Subject to the Plan.
                      ---------------------------

               (a)    Subject to adjustment as provided in Section 4(b) hereof,
the total number of Shares reserved for issuance in connection with Awards under
the Plan shall be 2,222,000. No Award may be granted if the number of Shares to
which such Award relates, when added to the number of Shares previously issued
under the Plan, exceeds the number of Shares reserved under the preceding
sentence. If any Awards are forfeited, canceled, terminated, exchanged or
surrendered or such Award is settled in cash or otherwise terminates without a
distribution of Shares to the Participant, any Shares counted against the number
of Shares reserved and available under the Plan with respect to such Award
shall, to the extent of any such forfeiture, settlement, termination,
cancellation, exchange or surrender, again be available for Awards under the
Plan. Upon the exercise of any Award granted in tandem with any other Awards,
such related Awards shall be canceled to the extent of the number of Shares as
to which the Award is exercised.

               (b)    In the event that the Committee shall determine that any
dividend in Shares, recapitalization, Share split, reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event, affects the
Shares such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Eligible Persons under the Plan, then the Committee
shall make such equitable changes or adjustments as it deems appropriate and, in
such manner as it may deem equitable, adjust any or all of (i) the number and
kind of shares which may thereafter be issued under the Plan, (ii) the number
and kind of shares, other securities or other consideration issued or issuable
in respect of outstanding Awards, and (iii) the exercise price, grant price, or
purchase price relating to any Award; provided, however, in each case that, with
respect to ISOs, such adjustment shall be made in accordance with Section 424(a)
of the Code, unless the Committee determines otherwise. In addition, the
Committee is authorized to make adjustments in the terms and conditions of, and
the criteria and performance objectives, if any, included in, Awards in
recognition of unusual or non-recurring events (including, without limitation,
events described in the preceding sentence) affecting the Company or any
Subsidiary or Affiliate or the financial statements of the Company or any
Subsidiary or Affiliate, or in response to changes in applicable laws,
regulations, or accounting principles.

               (c)    Any Shares distributed pursuant to an Award may consist,
in whole or in part, of authorized and unissued Shares or treasury Shares
including Shares acquired by purchase in the open market or in private
transactions.

               5.     Specific Terms of Awards.
                      -------------------------

               (a)    General. Awards may be granted on the terms and conditions
set forth in this Section 5. In addition, the Committee may impose on any Award
or the ex-





                                      -7-


ercise thereof, at the date of grant or thereafter (subject to Section 7(d)),
such additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine, including terms regarding forfeiture
of Awards or continued exercisability of Awards in the event of termination of
service by the Eligible Person.

               (b)    Options. The Committee is authorized to grant Options,
which may be NQSOs or ISOs and which may be reload Options, to Eligible Persons
on the following terms and conditions:

          (i)     Exercise Price. The exercise price per Share purchasable under
          an Option shall be determined by the Committee, and the Committee may,
          without limitation, set an exercise price that is based upon
          achievement of performance criteria if deemed appropriate by the
          Committee.

          (ii)    Option Term.  The term of each Option shall be determined by
          the Committee.

          (iii)   Time and Method of Exercise. The Committee shall determine at
          the date of grant or thereafter the time or times at which an Option
          may be exercised in whole or in part (including, without limitation,
          upon achievement of performance criteria if deemed appropriate by the
          Committee), the methods by which such exercise price may be paid or
          deemed to be paid (including, without limitation, broker-assisted
          exercise arrangements), the form of such payment (including, without
          limitation, cash, Shares, notes or other property), and the methods by
          which Shares will be delivered or deemed to be delivered to Eligible
          Persons.

          (iv)    Early Exercise. The Committee may provide at the time of grant
          or any time thereafter, in its sole discretion, that any Option shall
          be exercisable with respect to Shares that otherwise would not then be
          exercisable, provided that, in connection with such exercise, the
          Participant enters into a form of Restricted Share agreement approved
          by the Committee.

          (v)     ISOs. The terms of any ISO granted under the Plan shall comply
          in all respects with the provisions of Section 422 of the Code,
          including but not limited to the requirement that the ISO shall be
          granted within ten years from the earlier of the date of adoption or
          shareholder approval of the Plan. ISOs may only be granted to
          employees of the Company or a Subsidiary.

               (c)    SARs. The Committee is authorized to grant SARs (Share
Appreciation Rights) to Eligible Persons on the following terms and conditions:





                                      -8-


          (i)     Right to Payment. An SAR shall confer on the Eligible Person
          to whom it is granted a right to receive with respect to each Share
          subject thereto, upon exercise thereof, the excess of (1) the Fair
          Market Value of one Share on the date of exercise (or, if the
          Committee shall so determine in the case of any such right, the Fair
          Market Value of one Share at any time during a specified period before
          or after the date of exercise) over (2) the exercise price of the SAR
          as determined by the Committee as of the date of grant of the SAR
          (which, in the case of an SAR granted in tandem with an Option, shall
          be equal to the exercise price of the underlying Option).

          (ii)    Other Terms. The Committee shall determine, at the time of
          grant or thereafter, the time or times at which an SAR may be
          exercised in whole or in part, the method of exercise, method of
          settlement, form of consideration payable in settlement, method by
          which Shares will be delivered or deemed to be delivered to Eligible
          Persons, whether or not an SAR shall be in tandem with any other
          Award, and any other terms and conditions of any SAR. Unless the
          Committee determines otherwise, an SAR (1) granted in tandem with an
          NQSO may be granted at the time of grant of the related NQSO or at any
          time thereafter and (2) granted in tandem with an ISO may only be
          granted at the time of grant of the related ISO.

               (d)    Restricted Shares. The Committee is authorized to grant
Restricted Shares to Eligible Persons on the following terms and conditions:

          (i)     Issuance and Restrictions.  Restricted Shares shall be subject
          to such restrictions on transferability and other restrictions, if
          any, as the Committee may impose at the date of grant or thereafter,
          which restrictions may lapse separately or in combination at such
          times, under such circumstances (including, without limitation, upon
          achievement of performance criteria if deemed appropriate by the
          Committee), in such installments, or otherwise, as the Committee may
          determine. Except to the extent restricted under the Award Agreement
          relating to the Restricted Shares, an Eligible Person granted
          Restricted Shares shall have all of the rights of a shareholder
          including, without limitation, the right to vote Restricted Shares and
          the right to receive dividends thereon. If the lapse of restrictions
          is conditioned on the achievement of performance criteria, the
          Committee shall select the criterion or criteria from the list of
          criteria set forth in Section 5(f)(i). The Committee must certify in
          writing prior to the lapse of restrictions conditioned on achievement
          of performance criteria that such performance criteria were in fact
          satisfied.





                                      -9-


          (ii)    Forfeiture. Except as otherwise determined by the Committee,
          at the date of grant or thereafter, upon termination of service during
          the applicable restriction period, Restricted Shares and any accrued
          but unpaid dividends or Dividend Equivalents that are at that time
          subject to restrictions shall be forfeited; provided, however, that
          the Committee may provide, by rule or regulation or in any Award
          Agreement, or may determine in any individual case, that restrictions
          or forfeiture conditions relating to Restricted Shares will be waived
          in whole or in part in the event of terminations resulting from
          specified causes, and the Committee may in other cases waive in whole
          or in part the forfeiture of Restricted Shares.

          (iii)   Certificates for Shares. Restricted Shares granted under the
          Plan may be evidenced in such manner as the Committee shall determine.
          If certificates representing Restricted Shares are registered in the
          name of the Eligible Person, such certificates shall bear an
          appropriate legend referring to the terms, conditions, and
          restrictions applicable to such Restricted Shares, and the Company
          shall retain physical possession of the certificate.

          (iv)    Dividends. Dividends paid on Restricted Shares shall be either
          paid at the dividend payment date, or deferred for payment to such
          date as determined by the Committee, in cash or in unrestricted Shares
          having a Fair Market Value equal to the amount of such dividends.
          Shares distributed in connection with a Share split or dividend in
          Shares, and other property distributed as a dividend, shall be subject
          to restrictions and a risk of forfeiture to the same extent as the
          Restricted Shares with respect to which such Shares or other property
          has been distributed.

          (v)     Early Exercise Options. The Committee shall award Restricted
          Shares to a Participant upon the Participant's early exercise of an
          Option under Section 5(b)(iv) hereof. Unless otherwise determined by
          the Committee, the lapse of restrictions with respect to such
          Restricted Shares shall occur on the same schedule as the vesting of
          the Option for which the Restricted Shares were exercised.

               (e)    Restricted Share Units.  The Committee is authorized to
grant Restricted Share Units to Eligible Persons, subject to the following terms
and conditions:

          (i)     Award and Restrictions.  Delivery of Shares or cash, as the
          case may be, will occur upon expiration of the deferral period
          specified for Restricted Share Units by the Committee (or, if
          permitted by the Committee, as elected by the Eligible Person). In
          addition, Restricted Share Units shall be subject to such restrictions
          as the Committee may impose, if any (includ-





                                      -10-


          ing, without limitation, the achievement of performance criteria if
          deemed appropriate by the Committee), at the date of grant or
          thereafter, which restrictions may lapse at the expiration of the
          deferral period or at earlier or later specified times, separately or
          in combination, in installments or otherwise, as the Committee may
          determine. If the lapse of restrictions is conditioned on the
          achievement of performance criteria, the Committee shall select the
          criterion or criteria from the list of criteria set forth in Section
          5(f)(i). The Committee must certify in writing prior to the lapse of
          restrictions conditioned on the achievement of performance criteria
          that such performance criteria were in fact satisfied.

          (ii)   Forfeiture.  Except as otherwise determined by the Committee a
          t date of grant or thereafter, upon termination of service (as
          determined under criteria established by the Committee) during the
          applicable deferral period or portion thereof to which forfeiture
          conditions apply (as provided in the Award Agreement evidencing the
          Restricted Share Units), or upon failure to satisfy any other
          conditions precedent to the delivery of Shares or cash to which such
          Restricted Share Units relate, all Restricted Share Units that are at
          that time subject to deferral or restriction shall be forfeited;
          provided, however, that the Committee may provide, by rule or
          regulation or in any Award Agreement, or may determine in any
          individual case, that restrictions or forfeiture conditions relating
          to Restricted Share Units will be waived in whole or in part in the
          event of termination resulting from specified causes, and the
          Committee may in other cases waive in whole or in part the forfeiture
          of Restricted Share Units.

               (f)    Performance Shares and Performance Units.  The Committee
is authorized to grant Performance Shares or Performance Units or both to
Eligible Persons on the following terms and conditions:

          (i)     Performance Period.  The Committee shall determine a
          performance period (the "Performance Period") of one or more years and
          shall determine the performance objectives for grants of Performance
          Shares and Performance Units. Performance objectives may vary from
          Eligible Person to Eligible Person and shall be based upon one or more
          of the following performance criteria as the Committee may deem
          appropriate: appreciation in value of the Shares; total shareholder
          return; earnings per share; operating income; net income; pro forma
          net income; return on equity; return on designated assets; return on
          capital; economic value added; earnings; earnings before interest,
          taxes, depreciation and amortization revenues; expenses; operating
          profit margin; operating cash flow; and net profit margin.





                                      -11-


          The performance objectives may be determined by reference to the
          performance of the Company, or of a Subsidiary or Affiliate, or of a
          division or unit of any of the foregoing. Performance Periods may
          overlap and Eligible Persons may participate simultaneously with
          respect to Performance Shares and Performance Units for which
          different Performance Periods are prescribed.

          (ii)    Award Value. At the beginning of a Performance Period, the
          Committee shall determine for each Eligible Person or group of
          Eligible Persons with respect to that Performance Period the range of
          number of Shares, if any, in the case of Performance Shares, and the
          range of dollar values, if any, in the case of Performance Units,
          which may be fixed or may vary in accordance with such performance or
          other criteria specified by the Committee, which shall be paid to an
          Eligible Person as an Award if the relevant measure of Company
          performance for the Performance Period is met. The Committee must
          certify in writing that the applicable performance criteria were
          satisfied prior to payment under any Performance Shares or Performance
          Units.

          (iii)   Significant Events. If during the course of a Performance
          Period there shall occur significant events as determined by the
          Committee which the Committee expects to have a substantial effect on
          a performance objective during such period, the Committee may revise
          such objective.

          (iv)    Forfeiture. Except as otherwise determined by the Committee,
          at the date of grant or thereafter, upon termination of service during
          the applicable Performance Period, Performance Shares and Performance
          Units for which the Performance Period was prescribed shall be
          forfeited; provided, however, that the Committee may provide, by rule
          or regulation or in any Award Agreement, or may determine in an
          individual case, that restrictions or forfeiture conditions relating
          to Performance Shares and Performance Units will be waived in whole or
          in part in the event of terminations resulting from specified causes,
          and the Committee may in other cases waive in whole or in part the
          forfeiture of Performance Shares and Performance Units.

          (v)     Payment. Each Performance Share or Performance Unit may be
          paid in whole Shares, or cash, or a combination of Shares and cash
          either as a lump sum payment or in installments, all as the Committee
          shall determine, at the time of grant of the Performance Share or
          Performance Unit or otherwise, commencing as soon as practicable after
          the end of the relevant Performance Period. The Committee must certify
          in writing prior to the





                                      -12-


          payment of any Performance Share or Performance Unit that the
          performance objectives and any other material terms were in fact
          satisfied.

               (g)    Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to Eligible Persons. The Committee may provide, at the date
of grant or thereafter, that Dividend Equivalents shall be paid or distributed
when accrued or shall be deemed to have been reinvested in additional Shares, or
other investment vehicles as the Committee may specify, provided that Dividend
Equivalents (other than freestanding Dividend Equivalents) shall be subject to
all conditions and restrictions of the underlying Awards to which they relate.

               (h)    Other Share-Based Awards. The Committee is authorized,
subject to limitations under applicable law, to grant to Eligible Persons such
other Awards that may be denominated or payable in, valued in whole or in part
by reference to, or otherwise based on, or related to, Shares, as deemed by the
Committee to be consistent with the purposes of the Plan, including, without
limitation, unrestricted shares awarded purely as a "bonus" and not subject to
any restrictions or conditions, other rights convertible or exchangeable into
Shares, purchase rights for Shares, Awards with value and payment contingent
upon performance of the Company or any other factors designated by the
Committee, and Awards valued by reference to the performance of specified
Subsidiaries or Affiliates. The Committee shall determine the terms and
conditions of such Awards at date of grant or thereafter. Shares delivered
pursuant to an Award in the nature of a purchase right granted under this
Section 5(h) shall be purchased for such consideration, paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Shares,
notes or other property, as the Committee shall determine. Cash awards, as an
element of or supplement to any other Award under the Plan, shall also be
authorized pursuant to this Section 5(h).

               6.     Certain Provisions Applicable to Awards.
                      ----------------------------------------

               (a)    Stand-Alone, Additional, Tandem and Substitute Awards.
Awards granted under the Plan may, in the discretion of the Committee, be
granted to Eligible Persons either alone or in addition to, in tandem with, or
in exchange or substitution for, any other Award granted under the Plan or any
award granted under any other plan or agreement of the Company, any Subsidiary
or Affiliate, or any business entity to be acquired by the Company or a
Subsidiary or Affiliate, or any other right of an Eligible Person to receive
payment from the Company or any Subsidiary or Affiliate. Awards may be granted
in addition to or in tandem with such other Awards or awards, and may be granted
either as of the same time as or a different time from the grant of such other
Awards or awards. The per Share exercise price of any Option, grant price of any
SAR, or purchase price of any other Award conferring a right to purchase Shares
which is granted, in connection with the substitution of awards granted under
any other plan or





                                      -13-


agreement of the Company or any Subsidiary or Affiliate or any business entity
to be acquired by the Company or any Subsidiary or Affiliate, shall be
determined by the Committee, in its discretion.

               (b)    Terms of Awards. The term of each Award granted to an
Eligible Person shall be for such period as may be determined by the Committee;
provided, however, that in no event shall the term of any ISO or an SAR granted
in tandem therewith exceed a period of ten years from the date of its grant (or
such shorter period as may be applicable under Section 422 of the Code).

               (c)    Form of Payment Under Awards. Subject to the terms of the
Plan and any applicable Award Agreement, payments to be made by the Company or a
Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may
be made in such forms as the Committee shall determine at the date of grant or
thereafter, including, without limitation, cash, Shares, notes or other
property, and may be made in a single payment or transfer, in installments, or
on a deferred basis. The Committee may make rules relating to installment or
deferred payments with respect to Awards, including the rate of interest to be
credited with respect to such payments.

               (d)    Nontransferability. Unless otherwise set forth by the
Committee in an Award Agreement, Awards shall not be transferable by an Eligible
Person except by will or the laws of descent and distribution (except pursuant
to a Beneficiary designation) and shall be exercisable during the lifetime of an
Eligible Person only by such Eligible Person or his guardian or legal
representative. An Eligible Person's rights under the Plan may not be pledged,
mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to
claims of the Eligible Person's creditors.

               (e)    Noncompetition; Nonsolicitation. The Committee may, by way
of the Award Agreements or otherwise, establish such other terms, conditions,
restrictions and/or limitations, if any, on any Award, provided they are not
inconsistent with the Plan, including, without limitation, the requirement that
the Participant not, directly or indirectly, engage in competition with, or
solicit or cause to be solicited employees or customers of, the Company or any
Subsidiary or Affiliate.

               7.     General Provisions.
                      -------------------

               (a)    Compliance with Legal and Trading Requirements. The Plan,
the granting and exercising of Awards thereunder, and the other obligations of
the Company under the Plan and any Award Agreement, shall be subject to all
applicable federal and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required. The Company, in its
discretion, may postpone the issuance or delivery of Shares under any Award
until completion of such stock exchange or market





                                      -14-


system listing or registration or qualification of such Shares or other required
action under any state or federal law, rule or regulation as the Company may
consider appropriate, and may require any Participant to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of Shares in compliance with applicable
laws, rules and regulations. No provisions of the Plan shall be interpreted or
construed to obligate the Company to register any Shares under federal or state
law. The Shares issued under the Plan may be subject to such other restrictions
on transfer as determined by the Committee.

               (b)    No Right to Continued Employment or Service. Neither the
Plan nor any action taken thereunder shall be construed as giving any employee,
consultant or director the right to be retained in the employ or service of the
Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any
way with the right of the Company or any of its Subsidiaries or Affiliates to
terminate any employee's, consultant's or director's employment or service at
any time.

               (c)    Taxes. The Company or any Subsidiary or Affiliate is
authorized to withhold from any Award granted, any payment relating to an Award
under the Plan, including from a distribution of Shares, or any payroll or other
payment to an Eligible Person, amounts of withholding and other taxes due in
connection with any transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the Company and Eligible
Persons to satisfy obligations for the payment of withholding taxes and other
tax obligations relating to any Award. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in
respect thereof in satisfaction of an Eligible Person's tax obligations.

               (d)    Changes to the Plan and Awards. The Board may amend,
alter, suspend, discontinue, or terminate the Plan or the Committee's authority
to grant Awards under the Plan without the consent of shareholders of the
Company or Participants, except that any such amendment or alteration as it
applies to ISOs shall be subject to the approval of the Company's shareholders
to the extent such shareholder approval is required under Section 422 of the
Code; provided, however, that, without the consent of an affected Participant,
no amendment, alteration, suspension, discontinuation, or termination of the
Plan may materially and adversely affect the rights of such Participant under
any Award theretofore granted to him or her. The Committee may waive any
conditions or rights under, amend any terms of, or amend, alter, suspend,
discontinue or terminate, any Award theretofore granted, prospectively or
retrospectively; provided, however, that, without the consent of a Participant,
no amendment, alteration, suspension, discontinuation or termination of any
Award may materially and adversely affect the rights of such Participant under
any Award theretofore granted to him or her.





                                      -15-


               (e)    No Rights to Awards; No Shareholder Rights. No Eligible
Person or employee shall have any claim to be granted any Award under the Plan,
and there is no obligation for uniformity of treatment of Eligible Persons and
employees. No Award shall confer on any Eligible Person any of the rights of a
shareholder of the Company unless and until Shares are duly issued or
transferred to the Eligible Person in accordance with the terms of the Award.

               (f)    Unfunded Status of Awards. The Plan is intended to
constitute an "unfunded" plan for incentive compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award shall give any such Participant any rights that are
greater than those of a general creditor of the Company; provided, however, that
the Committee may authorize the creation of trusts or make other arrangements to
meet the Company's obligations under the Plan to deliver cash, Shares, other
Awards, or other property pursuant to any Award, which trusts or other
arrangements shall be consistent with the "unfunded" status of the Plan unless
the Committee otherwise determines with the consent of each affected
Participant.

               (g)    Nonexclusivity of the Plan. Neither the adoption of the
Plan by the Board nor its submission to the shareholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of options and other awards
otherwise than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.

               (h)    Not Compensation for Benefit Plans. No Award payable under
this Plan shall be deemed salary or compensation for the purpose of computing
benefits under any benefit plan or other arrangement of the Company for the
benefit of its employees, consultants or directors unless the Company shall
determine otherwise.

               (i)    No Fractional Shares. No fractional Shares shall be issued
or delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards, or other property shall be issued or paid in lieu of
such fractional Shares or whether such fractional Shares or any rights thereto
shall be forfeited or otherwise eliminated.

               (j)    Governing Law. The validity, construction, and effect of
the Plan, any rules and regulations relating to the Plan, and any Award
Agreement shall be determined in accordance with the laws of Delaware without
giving effect to principles of conflict of laws thereof.

               (k)    Effective Date; Plan Termination. The Plan shall become
effective as of June 6, 2002 (the "Effective Date"). The Plan shall terminate as
to future awards on





                                      -16-


the date which is ten (10) years after the Effective Date. Termination of the
Plan shall not affect Awards granted prior to such termination.

               (l)    Titles and Headings. The titles and headings of the
sections in the Plan are for convenience of reference only. In the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

                               TRIMAS CORPORATION
                             STOCK OPTION AGREEMENT


                  AGREEMENT, made and entered into by and between TriMas
Corporation (the "Company") and <> (the "Option Holder").

                  WHEREAS, the Option Holder has been designated to participate
in the TriMas Corporation 2002 Long Term Equity Incentive Plan (the "Plan");

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and for other good and valuable consideration, the
Company and the Option Holder agree as follows:

                  (a)    Grant. Pursuant to the provisions of the Plan, the
terms of which are incorporated herein by reference, the Company hereby grants
to the Option Holder the right and option (the "Option") to purchase
<> shares of common stock of the Company (the "Shares"). The
Option is granted as of <> (the "Date of Grant"), and such grant
is subject to the terms and conditions herein and the terms and conditions of
the Plan. Such Option is not intended to be treated as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

                  (b)    Purchase Price. The purchase price of the Shares
subject to the Option shall be equal to $_____ per Share.

                  (c)    Term of Option. The Option may be exercised only after
it vests and during the period commencing on the date it becomes exercisable
under paragraph (e) below and continuing until the close of business on
<> (the "Option Period"). The Option Holder's exercise rights
during the Option Period shall be subject to limitations as hereinafter provided
and shall be subject to sooner termination as provided in paragraphs (f) and (g)
below. At the end of the Option Period or, if earlier, the termination of the
period of exercisability as provided in paragraphs (f) or (g) below, the Option
shall terminate.

                  (d)    Vesting. The Option will vest in installments as
provided below, which shall be cumulative.

                         (i)    As to 80% of the Shares subject to this Option
                  (the "Time Vesting Share Options"), the Option will vest in
                  three equal annual installments on each of
                  <>, <> and <>.

                         (ii)   As to the remaining 20% of the Shares subject to
                  this Option (the "Performance Acceleration Share Options"),
                  the Option will vest 7 years from the Date of Grant, subject
                  to becoming vested earlier as set forth below if the following
                  performance targets are met:





                                      -2-


                                   A. One-third of the Performance Acceleration
                      Share Options shall become vested as of December 31, 2003,
                      if EBITDA performance for the 2003 Company fiscal year
                      meets or exceeds a 10% cumulative average annual growth
                      over the 2002 Adjusted EBITDA.

                                   B. Two-thirds of the Performance Acceleration
                      Share Options (including Performance Acceleration Share
                      Options vested in subsection A, above) shall be vested as
                      of December 31, 2004, if EBITDA performance for the
                      2003/2004 Company fiscal years meets or exceeds a 10%
                      cumulative average annual growth over the 2002 Adjusted
                      EBITDA.

                                   C. Any unvested Performance Acceleration
                      Share Options shall become vested as of December 31, 2005,
                      if EBITDA performance for the 2003-2005 Company fiscal
                      years meets or exceeds a 10% cumulative average annual
                      growth over the 2002 Adjusted EBITDA.

                         (iii) For purposes of the above, EBITDA for any
                  applicable Company fiscal year and the 2002 Adjusted EBITDA
                  shall be determined by the Committee, in its discretion,
                  relying on information and/or calculations provided by the
                  Company's management or independent auditors, adjusted to take
                  into consideration any transactions, reorganizations,
                  dividends or distributions and other unusual or non-recurring
                  events (including, without limitation, events described in
                  Section 4 of the Plan) affecting the Company or any Subsidiary
                  or Affiliate or the financial statements of the Company or any
                  Subsidiary or Affiliate.

                  (e)    Exercisability. Except as otherwise provided in
paragraphs (f) or (g) below, the Option, to the extent not previously forfeited
under paragraphs (f) or (g) below, shall become exercisable upon the later of
(i) the time the Option vests, or (ii) as to one half of the Shares subject to
the Option, the 180th day following consummation of a Qualified Public Offering
(as defined below) and, as to the remaining one half of the Shares subject to
the Option, on the first anniversary of consummation of the Qualified Public
Offering. For example, if an Option was otherwise scheduled to vest in three
equal annual installments beginning on December 31, 2001, the number of Shares
subject to the Option was 300, a Qualified Public Offering occurred on December
1, 2002, and the Option Holder's employment continued, the Option would become
exercisable for 150 Shares on May 30, 2003 (180 days after the Qualified Public
Offering), 50 Shares on December 1, 2003 (the first anniversary of the Qualified
Public Offering) and the remaining 100 Shares on December 31, 2003 (the date of
vesting of the Option with respect to the final 100 Shares). Notwithstanding the
foregoing, to the extent not previously forfeited under paragraphs (f) or (g)
below, the Option shall (x) become vested and exercisable in full upon the
occurrence of a Liquidity Event (as defined below), and (y) shall become
exercisable on the fifth anniversary of the Date of Grant. Prior to the
occurrence of a Liquidity Event, the 180th day following a Qualified Public
Offering or the fifth anniversary of the Date of Grant, the





                                      -3-


Option, whether or not vested, shall not be exercisable. For purposes hereof, a
"Liquidity Event" shall mean (A) an Organic Event (as defined below) or (B) a
Change of Control (as defined below). A "Qualified Public Offering" shall mean
the completion of an underwritten public offering pursuant to a registration
statement that has become effective under the Securities Act of 1933, as amended
(excluding registration statements on Form S-4, Form S-8 or similar forms), as a
result of which the Common Stock shall be listed for trading on a national
securities exchange or shall be included for trading privileges in the Nasdaq
National Market System. An "Organic Event" shall mean (1) a merger or
consolidation as a result of which all of the shares of Common Stock of the
Company shall have been converted into cash and/or Publicly Traded Securities
(as defined below) or (2) a complete liquidation or complete dissolution of the
Company or distribution of cash or Publicly Traded Securities representing all
or a material part of the proceeds from a sale or other disposition of 80% or
more of the consolidated assets of the Company to a person or group of persons
(other than a newly formed holding company for the Company or any majority owned
subsidiary of the Company). "Publicly Traded Securities" means equity securities
of the successor to the particular merger or consolidation of a class of equity
securities that are listed for trading on a national securities exchange or
included for trading privileges in the Nasdaq National Market System. "Change of
Control" means the first of the following events to occur following the date
hereof: (i) the sale, lease, or transfer in one or a series of related
transactions (1) of eighty percent (80%) or more of the consolidated assets of
the Company and its subsidiaries, or (2) of seventy-five percent (75%) or more
(appropriately adjusted for stock splits, combinations, subdivisions, stock
dividends and similar events) of the Capital Stock (as defined below) of the
Company acquired by Heartland Industrial Partners, L.P. on the closing date
under the Stock Purchase Agreement among the Company, Heartland Industrial
Partners, L.P. and Metaldyne Corporation, dated as of May 17, 2002 (the "Stock
Purchase Agreement"), in either case to any Person (within the meaning set forth
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 ("1934 Act")
or any similar successor provision, and the rules, regulations and
interpretations promulgated thereunder) other than an affiliate of Heartland
Industrial Partners, L.P., whether by way of any merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning
under Rule 13d-3 of the 1934 Act) or otherwise, but not including (A) sales or
transfers which are effected in order to comply with the preemptive rights
provisions of Section 4.05 of the Metaldyne Shareholders Agreement with respect
to the investment by Heartland Industrial Partners, Inc. in the Company pursuant
to the Stock Purchase Agreement, or (B) sales or transfers which are effected
within one year after the date of closing under the Stock Purchase Agreement at
a price per share of not greater than $20 plus any interest charged
(appropriately adjusted for stock splits, combinations, subdivisions, stock
dividends and similar events); or (ii) the date on which the individuals who
constitute the Company's Board of Directors on the date of this Agreement, and
any new members of the Company's Board of Directors who are hereafter designated
by the Heartland Entities (as defined below) cease, for any reason, to
constitute at least a majority of the members of the Board of Directors.
"Capital Stock" means, with respect to any person, any and all shares,
interests, participations, rights in or other equivalents (however designated)
of such person's





                                      -4-


capital stock, and any rights (other than debt securities convertible into
capital stock), warrants or options exchangeable for or convertible into such
capital stock. "Heartland Entities" means Heartland Industrial Partners, L.P.,
Heartland Industrial Partners (FF), L.P., Heartland Industrial Partners (E1),
L.P., Heartland Industrial Partners (K1), L.P., Heartland Industrial Partners
(C1), L.P. or any controlled affiliate of any of these entities.

                  (f)    Termination.
                         ------------

                         (i)    (A)    Death in Service. In the event the Option
                  Holder dies during his period of employment with the Company,
                  the estate or other legal representative of the Option Holder
                  shall be entitled to exercise the portion of the Option that
                  is vested at the time of death to the extent such portion is
                  exercisable at the time of death or subsequently becomes
                  exercisable under paragraph (e) above due to consummation of a
                  Liquidity Event or expiration of 180 days or one year, as the
                  case may be, following a Qualified Public Offering, and such
                  portion shall remain exercisable until the later of 90 days
                  following the date it becomes exercisable and one year
                  following the Option Holder's death (but in no event beyond
                  the end of the Option Period).

                                (B)    Death After Service. In the event the
                  Option Holder dies after a termination of his employment
                  with the Company, the estate or other legal representative
                  of the Option Holder shall be entitled to exercise the
                  portion of the Option that is vested (and has not been
                  forfeited) at the time of death to the extent such portion
                  is exercisable at the time of death or subsequently becomes
                  exercisable under paragraph (e) above due to consummation of
                  a Liquidity Event or expiration of 180 days or one year, as
                  the case may be, following a Qualified Public Offering, and
                  such portion shall remain exercisable until the later of 90
                  days following the date it becomes exercisable and one year
                  following the Option Holder's death (but in no event beyond
                  the end of the Option Period).

                         (ii)   Termination Due to Disability. In the event the
                  Option Holder's employment with the Company is terminated by
                  reason of the Option Holder's Disability, the Option Holder
                  shall be entitled to exercise the portion of the Option that
                  is vested at the time of termination to the extent such
                  portion is exercisable at the time of termination or
                  subsequently becomes exercisable under paragraph (e) above due
                  to consummation of a Liquidity Event or expiration of 180 days
                  or one year, as the case may be, following a Qualified Public
                  Offering, and such portion shall remain exercisable until the
                  later of 90 days following the date it becomes exercisable and
                  one year following the Option Holder's termination of
                  employment (but in no event beyond the end of the Option
                  Period). "Disability" shall mean Disability as defined in the
                  applicable employment agreement between the Option Holder and
                  the Company or, if there is no such employment agreement or
                  such employment agreement does not contain such a defined term
                  then, if the Option Holder becomes disabled within the






                                      -5-


                  meaning of the long term disability plan of the Company in
                  which the Option Holder participates.

                         (iii)  Termination Due to Retirement. In the event of a
                  termination of the Option Holder's employment with the Company
                  due to the Option Holder's Retirement (as defined below), the
                  Option Holder shall be entitled to exercise the portion of the
                  Option that is vested at the time of termination to the extent
                  such portion is exercisable at that time or subsequently
                  becomes exercisable under paragraph (e) above due to
                  consummation of a Liquidity Event or expiration of 180 days or
                  one year, as the case may be, following a Qualified Public
                  Offering, and such portion shall remain exercisable until the
                  later of 90 days following the date it becomes exercisable and
                  one year following the date of termination of employment (but
                  in no event beyond the end of the Option Period). For this
                  purpose, "Retirement" means a termination of the Option
                  Holder's employment by the Option Holder (under circumstances
                  which would not constitute Cause (as defined below)) on or
                  after the Option Holder reaches age 55 but only if, within 30
                  days after such termination, the Option Holder initiates
                  payment of retirement benefits under a defined benefit pension
                  plan maintained by the Company in which the Option Holder
                  participates (or if the Option Holder does not participate in
                  such a defined benefit pension plan, under a defined
                  contribution plan maintained by the Company).

                         (iv)   Termination for Cause. In the event the Option
                  Holder's employment with the Company is terminated by the
                  Company for Cause, all rights of the Option Holder to exercise
                  the Option shall be forfeited immediately and the Option shall
                  terminate. As used herein, the term "Cause" shall mean: (i)
                  the Option Holder's conviction of or plea of guilty or nolo
                  contendere to a crime constituting a felony under the laws of
                  the United States or any state thereof or any other
                  jurisdiction in which the Company conducts business; (ii) the
                  Option Holder's willful misconduct in the performance of his
                  duties to Company; (iii) the Option Holder's willful and
                  continued failure to follow the instructions of the Option
                  Holder's supervisor; or (iv) the Option Holder's willful
                  and/or continued neglect of duties (other than any such
                  neglect resulting from incapacity of the Option Holder due to
                  physical or mental illness); provided, however, that Cause
                  shall arise under items (iii) or (iv) only following ten (10)
                  days written notice thereof from the Company which
                  specifically identifies such failure or neglect and the
                  continuance of such failure or neglect during such notice
                  period. Any failure by the Company to notify the Option Holder
                  after the first occurrence of an event constituting Cause
                  shall not preclude any subsequent occurrences of such event
                  (or a similar event) from constituting Cause.

                         (v)    Other Termination. In the event of a termination
                  of the Option Holder's employment with the Company other
                  than as set forth above, the Option Holder shall be entitled
                  to exercise the portion of the Option that is vested at the
                  time of termination to the extent such portion is
                  exercisable at that time or subsequently





                                      -6-


                  becomes exercisable under paragraph (e) above due to
                  consummation of a Liquidity Event or expiration of 180 days
                  or one year, as the case may be, following a Qualified
                  Public Offering, and such portion shall remain exercisable
                  until the later of 90 days following the date it becomes
                  exercisable and 90 days following the date of termination of
                  employment (but in no event beyond the end of the Option
                  Period).

                         (vi)   Forfeiture. That portion of the Option which is
                  unvested at the time of termination of the Option Holder's
                  employment shall be immediately forfeited.

                         (vii)   Service with Subsidiary. For purposes of this
                  paragraph (f), service with a subsidiary of the Company shall
                  be considered to be service with the Company.

                  (g)    Stock Option Forfeiture.
                         ------------------------

                         (i)    Forfeiture of Option Gain and Unexercised
                  Options if Option Holder Engages in Certain Activities. If,
                  at any time prior to <> after termination
                  of employment of the Option Holder for any reason, the
                  Option Holder engages in any of the following activities:
                  (A) engaging, either directly or indirectly, as a principal
                  for the Option Holder's own account or jointly with others,
                  or as a stockholder in any corporation or joint stock
                  association, or as a partner or member of a general or
                  limited liability entity, or as an employee, officer,
                  director, agent, consultant or in any other advisory
                  capacity in any business other than the Company or its
                  subsidiaries which designs, develops, manufacturers,
                  distributes, sells or markets the type of products or
                  services sold, distributed or provided by the Company or its
                  subsidiaries during the two (2) year period prior to the
                  date of termination (the "Business"); provided that nothing
                  herein shall prevent the Option Holder from owning, directly
                  or indirectly, not more than five percent (5%) of the
                  outstanding shares of, or any other equity interest in, any
                  entity engaged in the Business and listed or traded on a
                  national securities exchange or in an over-the-counter
                  securities market; (B) directly or indirectly employing or
                  soliciting, or receiving or accepting the performance of
                  services by, any active employee of the Company or any of
                  its subsidiaries who is employed primarily in connection
                  with the Business, except in connection with general,
                  non-targeted recruitment efforts such as advertisements and
                  job listings, or directly or indirectly inducing any
                  employee of the Company or its subsidiaries to leave the
                  Company, or assist in any of the foregoing; (C) soliciting
                  for business (relating to the Business) any person who is a
                  customer or former customer of the Company or any of its
                  subsidiaries, unless such person shall have ceased to have
                  been such a customer for a period of at least six (6)
                  months; (D) disclosing or misusing any confidential
                  information or material concerning the Company or its
                  subsidiaries; or (E) participating in a hostile attempt to
                  take over the Company, then this Option shall terminate
                  effective the date on which the Option Holder enters into
                  such activity described in clause (A), (B), (C), (D) or (E)
                  above,




                                      -7-


                  unless the Option is terminated sooner by operation of
                  another term or condition of this Option or the Plan.

                         (ii)   Committee Discretion. The Option Holder may be
                  released from his or her obligations under paragraph (g)(i)
                  above only if the Committee (or its duly appointed agent)
                  determines in its sole discretion that such action is in the
                  best interests of the Company.

                         (iii)  Reformation. It is expressly understood and
                  agreed that although the Option Holder and the Company
                  consider the restrictions contained in this paragraph (g) to
                  be reasonable, if a final judicial determination is made by a
                  court of competent jurisdiction that the time or territory or
                  any other restriction contained in this paragraph (g) is an
                  unenforceable restriction against the Option Holder, the
                  provisions of this paragraph (g) shall not be rendered void
                  but shall be deemed amended to apply as to such maximum time
                  and territory and to such maximum extent as such court may
                  judicially determine or indicate to be enforceable.

                  (h)    Exercise of Option. In order to exercise the Option,
the Option Holder shall submit to the Company an instrument in writing
specifying the number of Shares in respect of which the Option is being
exercised, accompanied by payment, in a manner acceptable to the Company, of the
Option Price of the Shares in respect of which the Option is being exercised.
Shares shall then be issued by the Company to the Option Holder; provided,
however, that the Company shall not be obligated to issue any Shares hereunder
if the issuance of such Shares would violate the provisions of any applicable
law.

                  (i)    No Rights of Shareholder; No Rights of Continued
Employment. The Option Holder shall not, by virtue of the Option, be entitled to
any rights of a shareholder of the Company, until Shares are issued to the
Option Holder. The grant of the Option shall not confer on the Option Holder any
right with respect to continuance of his service with the Company nor shall such
grant interfere in any way with the right of the Company to terminate the Option
Holder's service at any time.

                  (j)    Nonassignability. The Option may be assigned or
otherwise transferred only in the following circumstances: (i) by will or the
laws of descent and distribution; (ii) by valid beneficiary designation taking
effect at death made in accordance with procedures established by the Board of
Directors of the Company or any committee thereof; or (iii) by the Option Holder
to members of his or her "immediate family," to a trust established for the
exclusive benefit of solely one or more members of the Option Holder's
"immediate family" and/or the Option Holder, or to a partnership, limited
liability company or other entity pursuant to which the only partners, members
or equity holders are one or more members of the Option Holder's "immediate
family" and/or the Option Holder. Any Option held by the transferee will
continue to be subject to the same terms and conditions that were applicable to
the Option immediately prior to the transfer, except that the Option will be
transferable by







                                      -8-


the transferee only by will or the laws of descent and distribution. For
purposes hereof, "immediate family" means the Option Holder's children,
stepchildren, grandchildren, parents, stepparents, grandparents, spouse,
siblings (including half brothers and sisters), nieces, nephews, in-laws, and
relationships arising because of legal adoption.

                  (k)    Restrictions on Transfer of Shares. Neither the Shares
nor any interest in them may be sold, assigned, pledged, hypothecated,
encumbered or in any other manner transferred or disposed of, in whole or in
part, except in compliance with the terms, conditions and restrictions as set
forth in the governing instruments of the Company, applicable United States
federal and state securities laws or other applicable laws or regulations and
the terms and conditions hereof.

                  (l)    Legend on Certificates. The certificates representing
the Shares issued by exercise of the Option may be stamped or otherwise
imprinted with a legend in such form as the Company may require with respect to
any applicable restrictions on the sale or transfer of Shares.

                  (m)    Market Stand-Off. In connection with any underwritten
public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933 for such period as
the Company or its underwriters may request (such period not to exceed 180 days
following the date of the applicable offering), the Option Holder shall not,
directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge,
offer, grant or sell any option or other contract for the purchase of, purchase
any option or other contract for the sale of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with respect
to, any Shares acquired under this Option without the prior written consent of
the Company.

                  (n)    Withholding. The Option Holder agrees to make
appropriate arrangements with the Company for satisfaction of any applicable tax
withholding requirements, or similar requirements, arising out of this
Agreement.

                  (o)    References. References herein to rights and obligations
of the Option Holder shall apply where appropriate, to the Option Holder's legal
representative or estate without regard to whether specific reference to such
legal representative or estate is contained in a particular provision of this
Agreement.

                  (p)    Notice. Any notice required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been given
when delivered personally or by courier, or sent by certified or registered
mail, postage prepaid, return receipt requested, duly addressed to the party
concerned at the address indicated below or to such changed address as such
party may subsequently by similar process given notice of:






                                      -9-


                  If to the Company:


                  TriMas Corporation
                  39400 North Woodward, Suite 130
                  Bloomfield Hills, MI 48304
                  Attn.:  General Counsel


                  If to the Option Holder:

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

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

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


                  (q)    Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to principles of conflict of laws.

                  (r)    Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be regarded for all purposes as an
original constituting one and the same instrument.

                  IN WITNESS  WHEREOF,  the  undersigned  have executed this
Agreement as of the date indicated below.


TRIMAS CORPORATION



By:                                                   Date:
   ----------------------------------                      ---------------------
Name:
Title:



                                                      Date:
- -------------------------------------                      ---------------------
Option Holder

                               TRIMAS CORPORATION
                             STOCK OPTION AGREEMENT


                  AGREEMENT, made and entered into this ____ day of ___________,
2002 by and between TriMas Corporation (the "Company") and _______________
__________________ (the "Option Holder").

                  WHEREAS, Metaldyne Corporation has previously granted options
to purchase shares of its common stock to the Option Holder;

                  WHEREAS, the Company has agreed, pursuant to Section 2.04 of
the Stock Purchase Agreement among the Company, Heartland Industrial Partners,
L.P. and Metaldyne Corporation, dated as of May 17, 2002 (the "Stock Purchase
Agreement"), to issue options to purchase its common stock in substitution for
options to purchase common stock of Metaldyne Corporation;

                  WHEREAS, this Option is issued under the TriMas Corporation
2002 Long Term Equity Incentive Plan (the "Plan") in substitution for all of the
Option Holder's options to purchase common stock of Metaldyne Corporation;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and for other good and valuable consideration, the
Company and the Option Holder agree as follows:

                  (a)    Grant. Pursuant to the provisions of the Plan, the terms
of which are incorporated herein by reference, the Company hereby grants to the
Option Holder the right and option (the "Option") to purchase ___________ shares
of common stock of the Company (the "Shares"). The Option is granted as of
____________ ___, 2002 (the "Date of Grant"), and such grant is subject to the
terms and conditions herein and the terms and conditions of the Plan. Such
Option is not intended to be treated as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

                  (b)    Purchase Price. The purchase price of the Shares
subject to the Option shall be equal to $_____ per Share.

                  (c)    Term of Option. The Option may be exercised only after
it vests and during the period commencing on the date it becomes exercisable
under paragraph (e) below and continuing until the close of business on
________________ (the "Option Period"). The Option Holder's exercise rights
during the Option Period shall be subject to limitations as hereinafter provided
and shall be subject to sooner termination





                                      -2-


as provided in paragraphs (f) and (g) below. At the end of the Option Period or,
if earlier, the termination of the period of exercisability as provided in
paragraphs (f) or (g) below, the Option shall terminate.

                  (d)    Vesting. The Option is vested in full on the date
hereof.

                  (e)    Exercisability. Except as otherwise provided in
paragraphs (f) or (g) below, the Option, to the extent not previously forfeited
under paragraphs (f) or (g) below, shall become exercisable, as to one half of
the Shares subject to the Option, on the 180th day following consummation of a
Qualified Public Offering (as defined below) and, as to the remaining one half
of the Shares subject to the Option, on the first anniversary of consummation of
the Qualified Public Offering. Notwithstanding the foregoing, to the extent not
previously forfeited under paragraphs (f) or (g) below, the Option shall become
exercisable in full upon the earlier of (x) the occurrence of a Liquidity Event
(as defined below), and (y) ________. Prior to the occurrence of a Liquidity
Event, the 180th day following a Qualified Public Offering or ____________, the
Option shall not be exercisable. For purposes hereof, a "Liquidity Event" shall
mean (A) an Organic Event (as defined below) or (B) a Change of Control (as
defined below). A "Qualified Public Offering" shall mean the completion of an
underwritten public offering pursuant to a registration statement that has
become effective under the Securities Act of 1933, as amended (excluding
registration statements on Form S-4, Form S-8 or similar forms), as a result of
which the Common Stock shall be listed for trading on a national securities
exchange or shall be included for trading privileges in the Nasdaq National
Market System. An "Organic Event" shall mean (1) a merger or consolidation as a
result of which all of the shares of Common Stock of the Company shall have been
converted into cash and/or Publicly Traded Securities (as defined below) or (2)
a complete liquidation or complete dissolution of the Company or distribution of
cash or Publicly Traded Securities representing all or a material part of the
proceeds from a sale or other disposition of 80% or more of the consolidated
assets of the Company to a person or group of persons (other than a newly formed
holding company for the Company or any majority owned subsidiary of the
Company). "Publicly Traded Securities" means equity securities of the successor
to the particular merger or consolidation of a class of equity securities that
are listed for trading on a national securities exchange or included for trading
privileges in the Nasdaq National Market System. "Change of Control" means the
first of the following events to occur following the date hereof: (i) the sale,
lease, or transfer in one or a series of related transactions (1) of eighty
percent (80%) or more of the consolidated assets of the Company and its
subsidiaries, or (2) of seventy-five percent (75%) or more (appropriately
adjusted for stock splits, combinations, subdivisions, stock dividends and
similar events) of the Capital Stock (as defined below) of the Company acquired
by Heartland Industrial Partners, L.P. on the closing date under the Stock
Purchase Agreement, in either case to any Person (within the meaning set forth
in Sec-





                                      -3-


tions 13(d) and 14(d) of the Securities Exchange Act of 1934 ("1934 Act") or any
similar successor provision, and the rules, regulations and interpretations
promulgated thereunder) other than an affiliate of Heartland Industrial
Partners, L.P., whether by way of any merger, consolidation or other business
combination or purchase of beneficial ownership (within the meaning under Rule
13d-3 of the 1934 Act) or otherwise, but not including (A) sales or transfers
which are effected in order to comply with the preemptive rights provisions of
Section 4.05 of the Metaldyne Shareholders Agreement with respect to the
investment by Heartland Industrial Partners, Inc. in the Company pursuant to the
Stock Purchase Agreement, or (B) sales or transfers which are effected within
one year after the date of closing under the Stock Purchase Agreement at a price
per share of not greater than $20 plus any interest charged (appropriately
adjusted for stock splits, combinations, subdivisions, stock dividends and
similar events); or (ii) the date on which the individuals who constitute the
Company's Board of Directors on the date of this Agreement, and any new members
of the Company's Board of Directors who are hereafter designated by the
Heartland Entities (as defined below) cease, for any reason, to constitute at
least a majority of the members of the Board of Directors. "Capital Stock"
means, with respect to any person, any and all shares, interests,
participations, rights in or other equivalents (however designated) of such
person's capital stock, and any rights (other than debt securities convertible
into capital stock), warrants or options exchangeable for or convertible into
such capital stock. "Heartland Entities" means Heartland Industrial Partners,
L.P., Heartland Industrial Partners (FF), L.P., Heartland Industrial Partners
(E1), L.P., Heartland Industrial Partners (K1), L.P., Heartland Industrial
Partners (C1), L.P. or any controlled affiliate of any of these entities. For
the avoidance of doubt, the transactions set forth in the Stock Purchase
Agreement shall not constitute an Organic Event or a Change of Control for
purposes hereof.

                  (f)    Termination.
                         ------------

                         (i)    (A)    Death in Service. In the event the Option
                  Holder dies during his period of employment with the Company,
                  the estate or other legal representative of the Option Holder
                  shall be entitled to exercise the Option to the extent it is
                  exercisable at the time of death or subsequently becomes
                  exercisable under paragraph (e) above due to consummation of a
                  Liquidity Event or expiration of 180 days or one year, as the
                  case may be, following a Qualified Public Offering, and such
                  portion shall remain exercisable until the later of 90 days
                  following the date it becomes exercisable and one year
                  following the Option Holder's death (but in no event beyond
                  the end of the Option Period).

                                (B)    Death After Service. In the event the
                  Option Holder dies after a termination of his employment
                  with the Company, the estate or other legal representative
                  of the Option Holder shall be entitled to exercise the
                  Option





                                      -4-


                  to the extent it is exercisable at the time of death or
                  subsequently becomes exercisable under paragraph (e) above
                  due to consummation of a Liquidity Event or expiration of
                  180 days or one year, as the case may be, following a
                  Qualified Public Offering, and such portion shall remain
                  exercisable until the later of 90 days following the date it
                  becomes exercisable and one year following the Option
                  Holder's death (but in no event beyond the end of the Option
                  Period).

                         (ii)   Termination Due to Disability. In the event the
                  Option Holder's employment with the Company is terminated by
                  reason of the Option Holder's Disability, the Option Holder
                  shall be entitled to exercise the Option to the extent it is
                  exercisable at the time of termination or subsequently becomes
                  exercisable under paragraph (e) above due to consummation of a
                  Liquidity Event or expiration of 180 days or one year, as the
                  case may be, following a Qualified Public Offering, and such
                  portion shall remain exercisable until the later of 90 days
                  following the date it becomes exercisable and one year
                  following the Option Holder's termination of employment (but
                  in no event beyond the end of the Option Period). "Disability"
                  shall mean Disability as defined in the applicable employment
                  agreement between the Option Holder and the Company or, if
                  there is no such employment agreement or such employment
                  agreement does not contain such a defined term then, if the
                  Option Holder becomes disabled within the meaning of the long
                  term disability plan of the Company in which the Option Holder
                  participates.

                         (iii)  Termination Due to Retirement. In the event of a
                  termination of the Option Holder's employment with the Company
                  due to the Option Holder's Retirement (as defined below), the
                  Option Holder shall be entitled to exercise the Option to the
                  extent it is exercisable at that time or subsequently becomes
                  exercisable under paragraph (e) above due to consummation of a
                  Liquidity Event or expiration of 180 days or one year, as the
                  case may be, following a Qualified Public Offering, and such
                  portion shall remain exercisable until the later of 90 days
                  following the date it becomes exercisable and one year
                  following the date of termination of employment (but in no
                  event beyond the end of the Option Period). For this purpose,
                  "Retirement" means a termination of the Option Holder's
                  employment by the Option Holder (under circumstances which
                  would not constitute Cause (as defined below)) on or after the
                  Option Holder reaches age 55 but only if, within 30 days after
                  such termination, the Option Holder initiates payment of
                  retirement benefits under a defined benefit pension plan
                  maintained by the Company in which the Option Holder
                  participates (or if the Option Holder does not participate in
                  such a defined benefit pension plan, under a defined
                  contribution plan maintained by the Company).





                                      -5-


                         (iv)   Termination for Cause. In the event the Option
                  Holder's employment with the Company is terminated by the
                  Company for Cause, all rights of the Option Holder to exercise
                  the Option shall be forfeited immediately and the Option shall
                  terminate. As used herein, the term "Cause" shall mean: (i)
                  the Option Holder's conviction of or plea of guilty or nolo
                  contendere to a crime constituting a felony under the laws of
                  the United States or any state thereof or any other
                  jurisdiction in which the Company conducts business; (ii) the
                  Option Holder's willful misconduct in the performance of his
                  duties to Company; (iii) the Option Holder's willful and
                  continued failure to follow the instructions of the Option
                  Holder's supervisor; or (iv) the Option Holder's willful
                  and/or continued neglect of duties (other than any such
                  neglect resulting from incapacity of the Option Holder due to
                  physical or mental illness); provided, however, that Cause
                  shall arise under items (iii) or (iv) only following ten (10)
                  days written notice thereof from the Company which
                  specifically identifies such failure or neglect and the
                  continuance of such failure or neglect during such notice
                  period. Any failure by the Company to notify the Option Holder
                  after the first occurrence of an event constituting Cause
                  shall not preclude any subsequent occurrences of such event
                  (or a similar event) from constituting Cause.

                         (v)    Other Termination. In the event of a termination
                  of the Option Holder's employment with the Company other
                  than as set forth above, the Option Holder shall be entitled
                  to exercise the Option to the extent it is exercisable at
                  that time or subsequently becomes exercisable under
                  paragraph (e) above due to consummation of a Liquidity Event
                  or expiration of 180 days or one year, as the case may be,
                  following a Qualified Public Offering, and such portion
                  shall remain exercisable until the later of 90 days
                  following the date it becomes exercisable and 90 days
                  following the date of termination of employment (but in no
                  event beyond the end of the Option Period).

                         (vi)   Service with Subsidiary. For purposes of this
                  paragraph (f), service with a subsidiary of the Company shall
                  be considered to be service with the Company.

                  (g)    Stock Option Forfeiture.
                         ------------------------

                         (i)    Forfeiture of Option Gain and Unexercised
                  Options if Option Holder Engages in Certain Activities. If,
                  at any time prior to ____________ after termination of
                  employment of the Option Holder for any reason, the Option
                  Holder engages in any of the following activities: (A)
                  engaging, either directly or indirectly, as a principal for
                  the Option Holder's own account or jointly with others, or
                  as a stockholder in any corporation or joint stock
                  association, or as a partner or member of a general or
                  limited liability entity, or as an employee, officer,
                  director, agent, consultant






                                      -6-


                  or in any other advisory capacity in any business other than
                  the Company or its subsidiaries which designs, develops,
                  manufacturers, distributes, sells or markets the type of
                  products or services sold, distributed or provided by the
                  Company or its subsidiaries during the two (2) year period
                  prior to the date of termination (the "Business"); provided
                  that nothing herein shall prevent the Option Holder from
                  owning, directly or indirectly, not more than five percent
                  (5%) of the outstanding shares of, or any other equity
                  interest in, any entity engaged in the Business and listed
                  or traded on a national securities exchange or in an
                  over-the-counter securities market; (B) directly or
                  indirectly employing or soliciting, or receiving or
                  accepting the performance of services by, any active
                  employee of the Company or any of its subsidiaries who is
                  employed primarily in connection with the Business, except
                  in connection with general, non-targeted recruitment efforts
                  such as advertisements and job listings, or directly or
                  indirectly inducing any employee of the Company or its
                  subsidiaries to leave the Company, or assist in any of the
                  foregoing; (C) soliciting for business (relating to the
                  Business) any person who is a customer or former customer of
                  the Company or any of its subsidiaries, unless such person
                  shall have ceased to have been such a customer for a period
                  of at least six (6) months; (D) disclosing or misusing any
                  confidential information or material concerning the Company
                  or its subsidiaries; or (E) participating in a hostile
                  attempt to take over the Company, then this Option shall
                  terminate effective the date on which the Option Holder
                  enters into such activity described in clause (A), (B), (C),
                  (D) or (E) above, unless the Option is terminated sooner by
                  operation of another term or condition of this Option or the
                  Plan.

                         (ii)   Committee Discretion. The Option Holder may be
                  released from his or her obligations under paragraph (g)(i)
                  above only if the Committee (or its duly appointed agent)
                  determines in its sole discretion that such action is in the
                  best interests of the Company.

                         (iii)  Reformation. It is expressly understood and
                  agreed that although the Option Holder and the Company
                  consider the restrictions contained in this paragraph (g) to
                  be reasonable, if a final judicial determination is made by a
                  court of competent jurisdiction that the time or territory or
                  any other restriction contained in this paragraph (g) is an
                  unenforceable restriction against the Option Holder, the
                  provisions of this paragraph (g) shall not be rendered void
                  but shall be deemed amended to apply as to such maximum time
                  and territory and to such maximum extent as such court may
                  judicially determine or indicate to be enforceable.

                  (h)    Exercise of Option. In order to exercise the Option,
the Option Holder shall submit to the Company an instrument in writing
specifying the number of Shares in respect of which the Option is being
exercised, accompanied by payment, in a manner acceptable to the Company, of the
Option Price of the Shares in respect of which





                                      -7-


the Option is being exercised. Shares shall then be issued by the Company to the
Option Holder; provided, however, that the Company shall not be obligated to
issue any Shares hereunder if the issuance of such Shares would violate the
provisions of any applicable law.

                  (i)    No Rights of Shareholder; No Rights of Continued
Employment. The Option Holder shall not, by virtue of the Option, be entitled to
any rights of a shareholder of the Company, until Shares are issued to the
Option Holder. The grant of the Option shall not confer on the Option Holder any
right with respect to continuance of his service with the Company nor shall such
grant interfere in any way with the right of the Company to terminate the Option
Holder's service at any time.

                  (j)    Nonassignability. The Option may be assigned or
otherwise transferred only in the following circumstances: (i) by will or the
laws of descent and distribution; (ii) by valid beneficiary designation taking
effect at death made in accordance with procedures established by the Board of
Directors of the Company or any committee thereof; or (iii) by the Option Holder
to members of his or her "immediate family," to a trust established for the
exclusive benefit of solely one or more members of the Option Holder's
"immediate family" and/or the Option Holder, or to a partnership, limited
liability company or other entity pursuant to which the only partners, members
or equity holders are one or more members of the Option Holder's "immediate
family" and/or the Option Holder. Any Option held by the transferee will
continue to be subject to the same terms and conditions that were applicable to
the Option immediately prior to the transfer, except that the Option will be
transferable by the transferee only by will or the laws of descent and
distribution. For purposes hereof, "immediate family" means the Option Holder's
children, stepchildren, grandchildren, parents, stepparents, grandparents,
spouse, siblings (including half brothers and sisters), nieces, nephews,
in-laws, and relationships arising because of legal adoption.

                  (k)    Restrictions on Transfer of Shares. Neither the Shares
nor any interest in them may be sold, assigned, pledged, hypothecated,
encumbered or in any other manner transferred or disposed of, in whole or in
part, except in compliance with the terms, conditions and restrictions as set
forth in the governing instruments of the Company, applicable United States
federal and state securities laws or other applicable laws or regulations and
the terms and conditions hereof.

                  (l)    Legend on Certificates. The certificates representing
the Shares issued by exercise of the Option may be stamped or otherwise
imprinted with a legend in such form as the Company may require with respect to
any applicable restrictions on the sale or transfer of Shares.






                                      -8-


                  (m)    Market Stand-Off. In connection with any underwritten
public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933 for such period as
the Company or its underwriters may request (such period not to exceed 180 days
following the date of the applicable offering), the Option Holder shall not,
directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge,
offer, grant or sell any option or other contract for the purchase of, purchase
any option or other contract for the sale of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with respect
to, any Shares acquired under this Option without the prior written consent of
the Company.

                  (n)    Withholding. The Option Holder agrees to make
appropriate arrangements with the Company for satisfaction of any applicable tax
withholding requirements, or similar requirements, arising out of this
Agreement.

                  (o)    Substituted Option. The Option Holder hereby agrees
that this Option is granted in substitution for all of the Option Holder's
options to purchase common stock of Metaldyne Corporation previously granted by
Metaldyne Corporation, and the Option Holder shall have no further rights in
respect of such options to purchase Metaldyne Corporation common stock. Each of
the parties hereto agree that Metaldyne Corporation is an express third party
beneficiary of this paragraph (o).

                  (p)    References. References herein to rights and obligations
of the Option Holder shall apply where appropriate, to the Option Holder's legal
representative or estate without regard to whether specific reference to such
legal representative or estate is contained in a particular provision of this
Agreement.

                  (q)    Notice. Any notice required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been given
when delivered personally or by courier, or sent by certified or registered
mail, postage prepaid, return receipt requested, duly addressed to the party
concerned at the address indicated below or to such changed address as such
party may subsequently by similar process given notice of:


                  If to the Company:


                  TriMas Corporation
                  [Address]



                  If to the Option Holder:





                                      -9-


                  [Name]
                  [Address]

                  (r)    Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to principles of conflict of laws.

                  (s)    Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be regarded for all purposes as an
original constituting one and the same instrument.




















                                      -10-


                  IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.

                                         TRIMAS CORPORATION



                                         By:
                                            -------------------------
                                         Name:
                                         Title




                                         ----------------------------
                                         Option Holder

                              EMPLOYMENT AGREEMENT


         This Agreement is made by and between TriMas Corporation, a Delaware
corporation ("Company") and Benson K. Woo (hereinafter "Executive") effective
September 3, 2003 ("Effective Date"). In order to induce Executive to serve as
its Chief Financial Officer, Company enters into this Agreement with Executive
to set out the terms and conditions that will apply to Executive's employment
with Company. Executive is willing to accept such employment and assignment and
to perform services on the terms and conditions hereinafter set forth. It is
therefore hereby agreed by and between the parties as follows:

         SECTION 1 - EMPLOYMENT.

          (a)  Company employs Executive as its Chief Financial Officer. In this
               capacity, Executive shall report to the President and Chief
               Executive Officer ("CEO"). Executive accepts employment in
               accordance with this Agreement and agrees to devote his full
               business time and efforts to the performance of his duties and
               responsibilities hereunder.

          (b)  Nothing in this Agreement shall preclude Executive from engaging
               in charitable and community affairs, from managing any passive
               investment (i.e., an investment with respect to which Executive
               is in no way involved with the management or operation of the
               entity in which Executive has invested) made by him in publicly
               traded equity securities or other property (provided that no such
               investment may exceed five percent (5%) of the equity of any
               entity, without the prior approval of the Board of Directors of
               Company (the "Board")), or from serving, subject to the prior
               approval of the Board, as a member of boards of directors or as a
               trustee of any other corporation, association or entity, to the
               extent that any of the above activities do not conflict with any
               provision of this Agreement.

         SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under
this Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of: December 31,
2004 ("Initial Period"); or the date that either party terminates Executive's
employment under this Agreement; provided that subsequent to the Initial Period,
the Term of Employment shall automatically renew each January 1 for one year
("Renewal Period"), unless Company delivers to Executive or Executive delivers
to Company written notice at least thirty (30) days in advance of the expiration
of the Initial Period or any Renewal Period, that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the Year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the Term
of Employment under this Agreement shall not be a termination of this Agreement
to the extent that other provisions of this Agreement by their terms survive the
Term of Employment.

                                       1




                                                                       SECTION 3

         SECTION 3 - COMPENSATION.

          (a)  Salary. During the Initial Period, Company shall pay Executive at
               the rate of Three Hundred and Twenty Thousand Dollars ($320,000)
               per annum ("Base Salary"). Base Salary shall be payable in
               accordance with the ordinary payroll practices of Company and
               shall be subject to all applicable federal, state and local
               withholding and reporting requirements. Base Salary may be
               adjusted by the CEO during the Term of Employment.

          (b)  Annual Value Creation Plan ("AVCP"). Executive shall be eligible
               to participate in the AVCP, a copy of which has been provided to
               Executive, subject to all the terms and conditions of such plan,
               as such plan may be modified from time to time.


         SECTION 4 - EMPLOYEE BENEFITS.

          (a)  Employee Retirement Benefit Programs, Welfare Benefit Programs,
               Plans and Practices. Company shall provide Executive with
               coverage under any retirement benefit programs, welfare benefit
               programs, plans and practices, that Company makes available to
               its senior executives, in accordance with the terms thereof, as
               such programs, plans and practices may be amended from time to
               time in accordance with their terms.

          (b)  Vacation. Executive shall be entitled to twenty (20) business
               days of paid vacation each calendar year, which shall be taken at
               such times as are consistent with Executive's responsibilities
               hereunder. Vacation days shall be subject to the Company's
               general policies regarding vacation days, as such policies may be
               modified from time to time.

          (c)  Perquisites. During Executive's employment hereunder, Company
               shall provide Executive, subject to review and approval by the
               CEO, with such additional perquisites as are generally available
               to similarly-situated executives.

          (d)  Stock Options. Executive shall be eligible to participate in the
               TriMas Corporation 2002 Long Term Equity Incentive Plan in
               accordance with the terms and conditions of such plan and any
               grant agreements thereunder.

         SECTION 5 - EXPENSES. Subject to prevailing Company policy or such
guidelines as may be established by the CEO or his delegee, Company will
reimburse Executive for all reasonable expenses incurred by Executive in
carrying out his duties.

         SECTION 6 - TERMINATION OF EMPLOYMENT. The respective rights and
responsibilities of the parties to this Agreement notwithstanding, Executive
remains an employee-at-will, and his Term of Employment may be terminated by
either party at any time for any reason by written notice.



                                       2



                                                                    SECTION 6(a)


          (a)  Termination Without Cause or for Good Reason. If Executive's
               employment is terminated during the Term of Employment by Company
               for any reason other than Cause (as defined in Section 6(c)
               hereof), Disability (as defined in Section 6(e) hereof) or death,
               or if Executive's employment is terminated by Executive for Good
               Reason (as defined in Section 6(a)(2) hereof), then Company shall
               pay Executive the Severance Package. Any termination of
               employment that results from a notice of nonrenewal given in
               accordance with Section 2 of this Agreement shall not be a
               termination under this Section 6(a) but shall instead be a
               termination under Section 6(b) below. Likewise, a termination by
               Executive without Good Reason shall be a termination under
               Section 6(b) below and not a termination under this Section 6(a).

               (1)  For purposes of this Agreement, "Severance Package" shall
                    mean:

                    (A)  Base Salary continuation for twenty-four (24) months at
                         Executive's annual Base Salary rate in effect on the
                         date of termination, subject to all applicable federal,
                         state and local withholding and reporting requirements.
                         These salary continuation payments shall be paid in
                         accordance with usual Company payroll practices;

                    (B)  A bonus equal to two hundred percent (200%) of the
                         target bonus opportunity under AVCP, payable in equal
                         installments over the twenty-four (24) month period
                         described in Section 6(a)(1)(A) above, subject to the
                         same withholding and reporting requirements. In
                         addition, Executive shall receive the bonus for the
                         most recently completed bonus term if a bonus has been
                         declared for such term but not paid, and a pro rata
                         bonus for the year of termination through the date of
                         termination calculated at one hundred percent (100%) of
                         the bonus opportunity for target performance for that
                         term, multiplied by a fraction the numerator of which
                         is the number of days that Executive was employed
                         during such bonus term and the denominator of which is
                         365. The prorated bonus for the final year shall be
                         paid in a single sum within ten (10) days of the
                         termination of Executive's employment with Company. Any
                         unpaid bonus shall be paid in accordance with customary
                         practices for payment of bonuses under AVCP; and

                    (C)  Continuation of benefits under any life, group medical,
                         and dental insurance benefits substantially similar to
                         those which Executive was receiving immediately prior
                         to termination of employment until the earlier of:

                                       3




                                                           SECTION 6(a)(1)(C)(i)


                         (i)  the end of the twenty-four (24) month period
                              following Executive's termination of employment,
                              or

                         (ii) the date on which Executive becomes eligible to
                              receive any benefits under any plan or program of
                              any other employer.

                         The continuing coverage provided under this Section
                         6(a)(1)(C) is subject to Executive's eligibility to
                         participate in such plans and all other terms and
                         conditions of such plans, including without limitation,
                         any employee contribution requirements and Company's
                         ability to modify or terminate such plans or coverages.
                         Company may satisfy this obligation in whole or in part
                         by paying the premium otherwise payable by Executive
                         for continuing coverage under Section 601 et seq. of
                         the Employee Retirement Income Security Act of 1974, as
                         it may be amended or replaced from time to time. If
                         Executive is not eligible for continued coverage under
                         one of the Company-provided benefit plans noted in this
                         paragraph (C) that he was participating in during his
                         employment, Company shall pay Executive the cash
                         equivalent of the insurance cost for the duration of
                         the applicable period at the rate of the Company's cost
                         of coverage for Executive's benefits as of the date of
                         termination. Any obligation to pay the cash equivalent
                         of such cost under this item may be settled, at
                         Company's discretion, by a lump-sum payment of any
                         remaining premiums.

               (2)  For purposes of this Agreement, a termination of employment
                    by Executive for "Good Reason" shall be a termination by
                    Executive following the occurrence of any of the following
                    events unless Company has cured as provided below:

                    (A)  A material and permanent diminution in Executive's
                         duties or responsibilities;

                    (B)  A material reduction in the aggregate value of Base
                         Salary and bonus opportunity; or

                    (C)  A permanent reassignment of Executive to another
                         primary office, or a relocation of the Company office
                         that is Executive's primary office, unless Executive's
                         primary office following such reassignment or
                         relocation is within thirty-five (35) miles of
                         Executive's primary office before the reassignment or
                         relocation or Executive's permanent residence on the
                         date of the reassignment or relocation.



                                       4



                                                              SECTION 6(a)(2)(C)


                         Executive must notify Company of any event constituting
                         Good Reason within one hundred twenty (120) days after
                         Executive becomes aware of such event or such event
                         shall not constitute Good Reason for purposes of this
                         Agreement provided that Company shall have fifteen (15)
                         days from the date of such notice to cure the Good
                         Reason event. Executive cannot terminate his employment
                         for Good Reason if Cause exists at the time of such
                         termination. A termination by Executive following cure
                         shall not be a termination for Good Reason. A failure
                         of Executive to notify Company after the first
                         occurrence of an event constituting Good Reason shall
                         not preclude any subsequent occurrences of such event
                         (or similar event) from constituting Good Reason.


          (b)  Voluntary Termination by Executive; Expiration of Employment
               Term. If Executive terminates his employment with Company without
               Good Reason, or if the Employment Term expires following notice
               of nonrenewal by either party under Section 2, then Company shall
               pay Executive his accrued unpaid Base Salary through the date of
               termination and the AVCP award for the most recently completed
               year if an award has been declared for such year but not paid.
               The accrued unpaid Base Salary amounts payable under this Section
               6(b) shall be payable in a lump sum within ten (10) days of
               termination of employment. Any accrued unpaid bonus amounts
               payable under this Section 6(b) shall be payable in accordance
               with customary practices for payment of bonuses under AVCP. No
               prorated bonus for the year of termination shall be paid. Any
               other benefits under other plans and programs of Company in which
               Executive is participating at the time of Executive's termination
               of employment shall be paid, distributed, settled, or shall
               expire in accordance with their terms, and Company shall have no
               further obligations hereunder with respect to Executive following
               the date of termination of employment.

          (c)  Termination for Cause. If Executive's employment is terminated
               for Cause, Company shall pay Executive his accrued but unpaid
               Base Salary through the date of the termination of employment,
               and no further payments or benefits shall be owed. The accrued
               unpaid Base Salary amounts payable under this Section 6(c) shall
               be payable in a lump sum within ten (10) days of termination of
               employment. As used herein, the term "Cause" shall be limited to:

               (1)  Executive's conviction of or plea of guilty or nolo
                    contendere to a crime constituting a felony under the laws
                    of the United States or any state thereof or any other
                    jurisdiction in which Company conducts business;

               (2)  Executive's willful misconduct in the performance of his
                    duties to Company;

               (3)  Executive's willful and continued failure to follow the
                    instructions of Company's Board or the CEO; or


                                       5



                                                                 SECTION 6(c)(4)


               (4)  Executive's willful and/or continued neglect of duties
                    (other than any such neglect resulting from incapacity of
                    Executive due to physical or mental illness);

               provided, however, that Cause shall arise under items (3) or (4)
               only following ten (10) days written notice thereof from Company
               which specifically identifies such failure or neglect and the
               continuance of such failure or neglect during such notice period.
               Any failure by Company to notify Executive after the first
               occurrence of an event constituting Cause shall not preclude any
               subsequent occurrences of such event (or a similar event) from
               constituting Cause.

          (d)  Termination Following a Change of Control. In the event
               Executive's employment with Company terminates by reason of a
               Qualifying Termination (as defined below) within three (3) years
               after a Change of Control of Company (as defined below), then, in
               lieu of the Severance Package, and subject to the limitations
               described in Section 7 below, the Company shall provide Executive
               the following termination benefits:

               (1)  Termination Payments. Company shall pay Executive:

                    (A)  A single sum payment equal to two hundred and fifty
                         percent (250%) of Executive's annual Base Salary rate
                         in effect on the date of termination, subject to all
                         applicable federal, state and local withholding and
                         reporting requirements. This single-sum payment shall
                         be paid within ten (10) days of termination of
                         employment;

                    (B)  A bonus equal to two hundred and fifty percent (250%)
                         of the target bonus opportunity under AVCP. In
                         addition, Executive shall receive the bonus for the
                         most recently completed bonus term if a bonus has been
                         declared for such term but not paid, and a pro rata
                         bonus for the year of termination through the date of
                         termination calculated at one hundred percent (100%) of
                         the bonus opportunity for target performance for that
                         term, multiplied by a fraction the numerator of which
                         is the number of days that Executive was employed
                         during such bonus term and the denominator of which is
                         365. The prorated bonus for the final year shall be
                         paid as a single sum within ten (10) days of
                         termination of employment. Any unpaid bonus shall be
                         paid in accordance with customary practices for payment
                         of bonuses under AVCP.

                         All payments under this Section 6(d), however, are
                         subject to the timing rules, calculations and
                         adjustments described in Sections 7 and 8.



                                       6



                                                                 SECTION 6(d)(2)


               (2)  Benefits Continuation. Executive shall continue to receive
                    life, group medical and dental insurance benefits
                    substantially similar to those which Executive was receiving
                    immediately prior to the Qualifying Termination until the
                    earlier of:

                    (A)  the end of the thirty (30) month period following
                         Executive's termination of employment, or

                    (B)  the date on which Executive becomes eligible to receive
                         any benefits under any plan or program of any other
                         employer.

                    The continuing coverage provided under this Section 6(d)(2)
                    is subject to Executive's eligibility to participate in such
                    plans and all other terms and conditions of such plans,
                    including without limitation, any employee contribution
                    requirements and Company's ability to modify or terminate
                    such plans or coverages. Company may satisfy this obligation
                    in whole or in part by paying the premium otherwise payable
                    by Executive for continuing coverage under Section 601 et
                    seq. of the Employee Retirement Income Security Act of 1974,
                    as it may be amended or replaced from time to time. If
                    Executive is not eligible for continued coverage under one
                    of the Company-provided benefit plans noted in this
                    paragraph (2) that he was participating in during his
                    employment, Company shall pay Executive the cash equivalent
                    of the insurance cost for the duration of the applicable
                    period at the rate of the Company's cost of coverage for
                    Executive's benefits as of the date of termination. Any
                    obligation to pay the cash equivalent of such cost of
                    coverage under this item may be settled, at Company's
                    discretion, by a lump-sum payment of any remaining premiums.

               (3)  Qualifying Termination. For purposes of this Agreement, the
                    term "Qualifying Termination" means a termination of
                    Executive's employment with the Company for any reason other
                    than:

                    (A)  death;

                    (B)  Disability, as defined herein;

                    (C)  Cause, as defined herein; or

                    (D)  A termination by Executive without Good Reason, as
                         defined herein.

               (4)  Change of Control Defined. For purposes of this Agreement, a
                    "Change of Control" means the first of the following events
                    to occur following the date hereof:



                                       7



                                                              SECTION 6(d)(4)(A)


                    (A)  the sale, lease, or transfer in one or a series of
                         related transactions (i) of eighty percent (80%) or
                         more of the consolidated assets of the Company and its
                         subsidiaries, or (ii) of seventy-five percent (75%) or
                         more (appropriately adjusted for stock splits,
                         combinations, subdivisions, stock dividends and similar
                         events) of the Capital Stock (as defined below) of the
                         Company acquired by Heartland Industrial Partners, L.P.
                         on the closing date under the Stock Purchase Agreement
                         among the Company, Heartland Industrial Partners, L.P.
                         and Metaldyne Corporation, dated as of May 17, 2002
                         (the "Stock Purchase Agreement"), in either case to any
                         Person (within the meaning set forth in Sections 13(d)
                         and 14(d) of the Securities Exchange Act of 1934 ("1934
                         Act") or any similar successor provision, and the
                         rules, regulations and interpretations promulgated
                         thereunder) other than an affiliate of Heartland
                         Industrial Partners, L.P., whether by way of any
                         merger, consolidation or other business combination or
                         purchase of beneficial ownership (within the meaning
                         under Rule 13d-3 of the 1934 Act) or otherwise, but not
                         including (x) sales or transfers which are effected in
                         order to comply with the preemptive rights provisions
                         of Section 4.05 of the Metaldyne Shareholders Agreement
                         with respect to the investment by Heartland Industrial
                         Partners, Inc. in the Company pursuant to the Stock
                         Purchase Agreement, or (y) sales or transfers which are
                         effected within one year after the date of closing
                         under the Stock Purchase Agreement at a price per share
                         of not greater than $20 plus any interest charged
                         (appropriately adjusted for stock splits, combinations,
                         subdivisions, stock dividends and similar events); or

                    (B)  the date on which the individuals who constitute the
                         Company's Board of Directors on the date of this
                         Agreement, and any new members of the Company's Board
                         of Directors who are hereafter designated by the
                         Heartland Entities (as defined below) cease, for any
                         reason, to constitute at least a majority of the
                         members of the Board of Directors.

               "Capital Stock" means, with respect to any person, any and all
               shares, interests, participations, rights in or other equivalents
               (however designated) of such person's capital stock, and any
               rights (other than debt securities convertible into capital
               stock), warrants or options exchangeable for or convertible into
               such capital stock. "Heartland Entities" means Heartland
               Industrial Partners, L.P., Heartland Industrial Partners (FF),
               L.P., Heartland Industrial Partners (E1), L.P., Heartland
               Industrial Partners (K1), L.P., Heartland Industrial Partners
               (C1), L.P. or any controlled affiliate of any of these entities.


                                       8



                                                                    SECTION 6(e)


          (e)  Disability. In the event that Executive is unable to perform his
               duties under this Agreement on account of a disability which
               continues for one hundred eighty (180) consecutive days or more,
               or for an aggregate of one hundred eighty (180) days in any
               period of twelve (12) months, Company may, in its discretion,
               terminate Executive's employment hereunder. Company's obligation
               to make payments under this Agreement shall, except for earned
               but unpaid Base Salary and AVCP awards, cease on the first to
               occur of (i) the date that is six (6) months after such
               termination or (ii) the date Executive becomes entitled to
               benefits under a Company-provided long-term disability program.
               For purposes of this Agreement, "Disability" shall be defined by
               the terms of Company's long-term disability policy, or, in the
               absence of such policy, as a physical or mental disability that
               prevents Executive from performing substantially all of his
               duties under this Agreement and which is expected to be
               permanent. Company may only terminate Executive on account of
               Disability after giving due consideration to whether reasonable
               accommodations can be made under which Executive is able to
               fulfill his duties under this Agreement. The commencement date
               and expected duration of any physical or mental condition that
               prevents Executive from performing his duties hereunder shall be
               determined by a medical doctor selected by Company. Company may,
               in its discretion, require written confirmation from a physician
               of Disability during any extended absence.

          (f)  Death. In the event of Executive's death during the Term of
               Employment, all obligations of Company to make any further
               payments, other than an obligation to pay any accrued but unpaid
               Base Salary to the date of death and any accrued but unpaid
               bonuses under AVCP to the date of death, shall terminate upon
               Executive's death.

          (g)  No Duplication of Benefits. Notwithstanding any provision of this
               Agreement to the contrary, if Executive's employment is
               terminated for any reason, in no event shall Executive be
               eligible for payments under more than one subsection of this
               Section 6.

          (h)  Payments Not Compensation. Any participation by Executive in, and
               any terminating distributions and vested rights under,
               Company-sponsored retirement or savings plans, regardless of
               whether such plans are qualified or nonqualified for tax
               purposes, shall be governed by the terms of those respective
               plans. For purposes of determining benefits and the amounts to be
               paid to Executive under such plans, any salary continuation or
               severance benefits other than salary or bonus accrued before
               termination shall not be compensation for purposes of accruing
               additional benefits under such plans.

          (i)  Executive's Duty to Provide Materials. Upon the termination of
               the Term of Employment for any reason, Executive or his estate
               shall surrender to Company all correspondence, letters, files,
               contracts, mailing lists, customer lists, advertising material,
               ledgers, supplies, equipment, checks, and all other materials and
               records of


                                       9



                                                                 SECTION 7(b)(3)


               any kind that are the property of Company or any of its
               subsidiaries or affiliates, that may be in Executive's possession
               or under his control, including all copies of any of the
               foregoing.


         SECTION 7 - CAP ON PAYMENTS.

          (a)  General Rules. The Internal Revenue Code (the "Code") may place
               significant tax burdens on Executive and Company if the total
               payments made to Executive due to a Change of Control exceed
               prescribed limits. For example, if Executive's "Base Period
               Income" (as defined below) is $100,000, Executive's limit or
               "Cap" is $299,999. If Executive's "Total Payments" exceed the Cap
               by even $1.00, Executive is subject to an excise tax under
               Section 4999 of the Code of 20% of all amounts paid to Executive
               in excess of $100,000. In other words, if Executive's Cap is
               $299,999, Executive will not be subject to an excise tax if
               Executive receives exactly $299,999. If Executive receives
               $300,000, Executive will be subject to an excise tax of $40,000
               (20% of $200,000). In order to avoid this excise tax and the
               related adverse tax consequences for Company, by signing this
               Agreement, Executive will be agreeing that, subject to the
               exception noted below, the present value of Executive's Total
               Payments will not exceed an amount equal to Executive's Cap.

          (b)  Special Definitions. For purposes of this Section, the following
               specialized terms will have the following meanings:

               (1)  "Base Period Income". "Base Period Income" is an amount
                    equal to Executive's "annualized includable compensation"
                    for the "base period" as defined in Sections 280G(d)(1) and
                    (2) of the Code and the regulations adopted thereunder.
                    Generally, Executive's "annualized includable compensation"
                    is the average of Executive's annual taxable income from
                    Company for the "base period," which is the five calendar
                    years prior to the year in which the Change of Control
                    occurs. These concepts are complicated and technical and all
                    of the rules set forth in the applicable regulations apply
                    for purposes of this Agreement.

               (2)  "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean an
                    amount equal to 2.99 times Executive's "Base Period Income."
                    This is the maximum amount which Executive may receive
                    without becoming subject to the excise tax imposed by
                    Section 4999 of the Code or which Company may pay without
                    loss of deduction under Section 280G of the Code.

               (3)  "Total Payments". The "Total Payments" include any "payments
                    in the nature of compensation" (as defined in Section 280G
                    of the Code and the


                                       10


                    regulations adopted thereunder), made pursuant to this
                    Agreement or otherwise, to or for Executive's benefit, the
                    receipt of which is contingent on a Change of Control and to
                    which Section 280G of the Code applies.

          (c)  Calculating the Cap and Adjusting Payments. If Company believes
               that these rules will result in a reduction of the payments to
               which Executive is entitled under this Agreement, it will so
               notify Executive as soon as possible. Company will then, at its
               expense, retain a "Consultant" (which shall be a law firm, a
               certified public accounting firm, and/or a firm of recognized
               executive compensation consultants) to provide an opinion or
               opinions concerning whether Executive's Total Payments exceed the
               limit discussed above. Company will select the Consultant. At a
               minimum, the opinions required by this Section must set forth the
               amount of Executive's Base Period Income, the present value of
               the Total Payments and the amount and present value of any excess
               parachute payments. If the opinions state that there would be an
               excess parachute payment, Executive's payments under this
               Agreement will be reduced to the extent necessary to eliminate
               the excess. Executive will be allowed to choose the payment that
               should be reduced or eliminated, but the payment Executive
               chooses to reduce or eliminate must be a payment determined by
               such Consultant to be includable in Total Payments. Executive's
               decision shall be in writing and delivered to Company within
               thirty (30) days of Executive's receipt of such opinions. If
               Executive fails to so notify Company, Company will decide which
               payments to reduce or eliminate. If the Consultant selected to
               provide the opinions referred to above so requests in connection
               with the opinion required by this Section, a firm of recognized
               executive compensation consultants selected by Company shall
               provide an opinion, upon which such Consultant may rely, as to
               the reasonableness of any item of compensation as reasonable
               compensation for services rendered before or after the Change of
               Control. If Company believes that Executive's Total Payments will
               exceed the limitations of this Section, it will nonetheless make
               payments to Executive, at the times stated above, in the maximum
               amount that it believes may be paid without exceeding such
               limitations. The balance, if any, will then be paid after the
               opinions called for above have been received. If the amount paid
               to Executive by Company is ultimately determined, pursuant to the
               opinion referred to above or by the Internal Revenue Service, to
               have exceeded the limitation of this Section, the excess will be
               treated as a loan to Executive by Company and shall be repayable
               on the ninetieth (90th) day following demand by Company, together
               with interest at the lowest "applicable federal rate" provided in
               Section 1274(d) of the Code. If it is ultimately determined,
               pursuant to the opinion referred to above or by the Internal
               Revenue Service, that a greater payment should have been made to
               Executive, Company shall pay Executive the amount of the
               deficiency, together with interest thereon from the date such
               amount should have been paid to the date of such payment, at the
               rate set forth above, so that Executive will have received or be
               entitled to receive the maximum amount to which Executive is
               entitled under this Agreement.


                                       11



                                                                    SECTION 7(d)

          (d)  Effect of Repeal. In the event that the provisions of Sections
               280G and 4999 of the Code are repealed without succession, this
               Section shall be of no further force or effect.

          (e)  Exception. The Consultant selected pursuant to Section 7(c) will
               calculate Executive's "Uncapped Benefit" and Executive's "Capped
               Benefit." The limitations of Section 7(a) will not apply to
               Executive if Executive's Uncapped Benefit is at least one hundred
               and five percent (105%) of Executive's Capped Benefit. For this
               purpose, Executive's "Uncapped Benefit" is the amount to which
               Executive would be entitled pursuant to Section 6(d), without
               regard to the limitations of Section 7(a). Executive's "Capped
               Benefit" is the amount to which Executive would be entitled
               pursuant to Section 6(d) after the application of the limitations
               of Section 7(a).


         SECTION 8 - TAX GROSS-UP.

          (a)  Gross-Up Payment. If the Cap imposed by Section 7(a) does not
               apply to Executive because of the exception provided by Section
               7(e), Company will provide Executive with a "Gross-Up Payment" if
               an excise tax is imposed on Executive pursuant to Section 4999 of
               the Code. Except as otherwise noted below, this Gross-Up Payment
               will consist of a single lump sum payment in an amount such that
               after payment by Executive of the "total presumed federal and
               state taxes" and the excise taxes imposed by Section 4999 of the
               Code on the Gross-Up Payment (and any interest or penalties
               actually imposed), Executive would retain an amount of the
               Gross-Up Payment equal to the remaining excise taxes imposed by
               Section 4999 of the Code on Executive's Total Payments
               (calculated before the Gross-Up Payment). For purposes of
               calculating Executive's Gross-Up Payment, Executive's actual
               federal and state income taxes will not be used. Instead, Company
               will use Executive's "total presumed federal and state taxes."
               For purposes of this Agreement, Executive's "total presumed
               federal and state taxes" shall be conclusively calculated using a
               combined tax rate equal to the sum of the maximum marginal
               federal and applicable state income tax rates. The state tax rate
               for Executive's principal place of residence will be used and no
               adjustments will be made for the deduction of state taxes on the
               federal return, any deduction of federal taxes on a state return,
               the loss of itemized deductions or exemptions, or for any other
               purpose.

          (b)  Calculations. All determinations concerning whether a Gross-Up
               Payment is required pursuant to Section 8(a) and the amount of
               any Gross-Up Payment (as well as any assumptions to be used in
               making such determinations) shall be made by the Consultant
               selected pursuant to Section 7(c). The Consultant shall provide
               Executive and Company with a written notice of the amount of the
               excise taxes that Executive is required to pay and the amount of
               the Gross-Up Payment. The notice from the Consultant shall
               include any necessary calculations in support of its conclusions.
               All fees and expenses of the Consultant shall be paid by Company.
               Any Gross-Up


                                       12



                                                                    SECTION 8(b)

               Payment shall be made by Company within fifteen (15) days after
               the mailing of such notice. As a general rule, the Consultant's
               determination shall be binding on Executive and Company. The
               application of the excise tax rules of Section 4999, however, is
               complex and uncertain and, as a result, the Internal Revenue
               Service may disagree with the Consultant concerning the amount,
               if any, of the excise taxes that are due. If the Internal Revenue
               Service determines that excise taxes are due, or that the amount
               of the excise taxes that are due is greater than the amount
               determined by the Consultant, the Gross-Up Payment will be
               recalculated by the Consultant to reflect the actual excise taxes
               that Executive is required to pay (and any related interest and
               penalties). Any deficiency will then be paid to Executive by
               Company within fifteen (15) days of the receipt of the revised
               calculations from the Consultant. If the Internal Revenue Service
               determines that the amount of excise taxes that Executive paid
               exceeds the amount due, Executive shall return the excess to
               Company (along with any interest paid to Executive on the
               overpayment) immediately upon receipt from the Internal Revenue
               Service or other taxing authority. Company has the right to
               challenge any excise tax determinations made by the Internal
               Revenue Service. If Company agrees to indemnify Executive from
               any taxes, interest and penalties that may be imposed upon
               Executive (including any taxes, interest and penalties on the
               amounts paid pursuant to Company's indemnification agreement),
               Executive must cooperate fully with Company in connection with
               any such challenge. Company shall bear all costs associated with
               the challenge of any determination made by the Internal Revenue
               Service and Company shall control all such challenges. The
               additional Gross-Up Payments called for by the preceding
               paragraph shall not be made until Company has either exhausted
               its (or Executive's) rights to challenge the determination or
               indicated that it intends to concede or settle the excise tax
               determination. Executive must notify Company in writing of any
               claim or determination by the Internal Revenue Service that, if
               upheld, would result in the payment of excise taxes in amounts
               different from the amount initially specified by the Consultant.
               Such notice shall be given as soon as possible but in no event
               later than fifteen (15) days following Executive's receipt of
               notice of the Internal Revenue Service's position.


         SECTION 9 - NOTICES. All notices or communications hereunder shall be
in writing, addressed as follows:

               To Company:    TriMas Corporation
                              c/o Heartland Industrial Partners, L.P.
                              55 Railroad Avenue, 1st Floor
                              Greenwich, CT  06830
                              Attn:  David A. Stockman




                                       13



                                                                       SECTION 9

                  with a copy to:     TriMas Corporation
                                      39400  Woodward Ave., Suite 130
                                      Bloomfield, Mich  48304
                                      Attn:  William Fullmer, General Counsel

                  To Executive:       Benson K. Woo

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

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

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

                  with a copy to:
                                      ------------------------

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

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

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


Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

         SECTION 10 - SEPARABILITY; LEGAL FEES. If any provision of this
Agreement shall be declared to be invalid or unenforceable, in whole or in part,
such invalidity or unenforceability shall not affect the remaining provisions
hereof which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute
and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal of competent jurisdiction to have been frivolous.

         SECTION 11 - ASSIGNMENT AND ASSUMPTION. This contract shall be binding
upon and inure to the benefit of the heirs and representatives of Executive and
the assigns and successors of Company, but neither this Agreement nor any rights
or obligations hereunder shall be assignable or otherwise subject to
hypothecation by Executive (except by will or by operation of the laws of
intestate succession) or by Company, except that Company may assign this
Agreement to any successor (whether by merger, purchase or otherwise) to all or
substantially all of the stock, assets or business of Company.

         SECTION 12 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.



                                       14



                                                                      SECTION 13

         SECTION 13 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

          (a)  Executive represents that acceptance of employment under this
               Agreement and performance under this Agreement are not in
               violation of any restrictions or covenants under the terms of any
               other agreements to which Executive is a party.

          (b)  Executive acknowledges and recognizes the highly competitive
               nature of the business of Company and accordingly agrees that, in
               consideration of this Agreement, the rights conferred hereunder,
               and any payment hereunder, during the Term of Employment and for
               the two (2) year period following the termination of Executive's
               employment with Company, for any reason ("Non-Compete Term"),
               Executive shall not engage, either directly or indirectly, as a
               principal for Executive's own account or jointly with others, or
               as a stockholder in any corporation or joint stock association,
               or as a partner or member of a general or limited liability
               entity, or as an employee, officer, director, agent, consultant
               or in any other advisory capacity in any business other than
               Company or its subsidiaries which designs, develops,
               manufacturers, distributes, sells or markets the type of products
               or services sold, distributed or provided by Company or its
               subsidiaries during the two (2) year period prior to the date of
               termination (the "Business"); provided that nothing herein shall
               prevent Executive from owning, directly or indirectly, not more
               than five percent (5%) of the outstanding shares of, or any other
               equity interest in, any entity engaged in the Business and listed
               or traded on a national securities exchanges or in an
               over-the-counter securities market.

          (c)  During the Non-Compete Term, Executive shall not (i) directly or
               indirectly employ or solicit, or receive or accept the
               performance of services by, any active employee of Company or any
               of its subsidiaries who is employed primarily in connection with
               the Business, except in connection with general, non-targeted
               recruitment efforts such as advertisements and job listings, or
               directly or indirectly induce any employee of Company to leave
               Company, or assist in any of the foregoing, or (ii) solicit for
               business (relating to the Business) any person who is a customer
               or former customer of Company or any of its subsidiaries, unless
               such person shall have ceased to have been such a customer for a
               period of at least six (6) months.

          (d)  Executive shall not at any time (whether during or after his
               employment with Company) disclose or use for Executive's own
               benefit or purposes or the benefit or purposes of any other
               person, firm, partnership, joint venture, association,
               corporation or other business organization, entity or enterprise
               other than Company and any of its subsidiaries, any trade
               secrets, information, data, or other confidential information of
               the Company, including but not limited to, information relating
               to customers, development programs, costs, marketing, trading,
               investment, sales activities, promotion, credit and financial
               data, financing methods, plans or the business and affairs of
               Company generally, or of any subsidiary of Company, unless


                                       15



                                                                   SECTION 13(d)

               required to do so by applicable law or court order, subpoena or
               decree or otherwise required by law, with reasonable evidence of
               such determination promptly provided to Company. The preceding
               sentence of this paragraph (d) shall not apply to information
               which is not unique to Company or which is generally known to the
               industry or the public other than as a result of Executive's
               breach of this covenant. Executive agrees that upon termination
               of employment with Company for any reason, Executive will return
               to Company immediately all memoranda, books, papers, plans,
               information, letters and other data, and all copies thereof or
               therefrom, in any way relating to the business of Company and its
               subsidiaries, except that Executive may retain personal notes,
               notebooks and diaries. Executive further agrees that Executive
               will not retain or use for Executive's account at any time any
               trade names, trademark or other proprietary business designation
               used or owned in connection with the business of Company or its
               subsidiaries.

          (e)  It is expressly understood and agreed that although Executive and
               Company consider the restrictions contained in this Section 13 to
               be reasonable, if a final judicial determination is made by a
               court of competent jurisdiction that the time or territory or any
               other restriction contained in this Agreement is an unenforceable
               restriction against Executive, the provisions of this Agreement
               shall not be rendered void but shall be deemed amended to apply
               as to such maximum time and territory and to such maximum extent
               as such court may judicially determine or indicate to be
               enforceable. Alternatively, if any tribunal of competent
               jurisdiction finds that any restriction contained in this
               Agreement is unenforceable, and such restriction cannot be
               amended so as to make it enforceable, such finding shall not
               affect the enforceability of any of the other restrictions
               contained herein.

          (f)  As a condition to the receipt of any benefits described in this
               Agreement, Executive shall be required to execute an agreement
               pursuant to which Executive releases any claims he may have
               against Company and agrees to the continuing enforceability of
               the restrictive covenants of this Agreement.

          (g)  This Section 13 will survive the termination of this Agreement.

         SECTION 14 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 13 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, Executive shall forfeit all payments otherwise due under
this Agreement and shall return any Severance Package payment made. Moreover,
Company, without posting any bond, shall be entitled to seek equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.


                                       16


         SECTION 15- SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 15 are in addition to the survivorship provisions of
any other section of this Agreement.

         SECTION 16 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial
or administrative proceeding or claim relating to or pertaining to this
Agreement is initiated by either party hereto, such proceeding or claim shall
and must be filed in a state or federal court located in Wayne County, Michigan
and such proceeding or claim shall be governed by and construed under Michigan
law, without regard to conflict of law and principals.

         SECTION 17 - DISPUTE RESOLUTION. Any dispute related to or arising
under this Agreement shall be resolved in accordance with the TriMas Dispute
Resolution Policy in effect at the time such dispute arises. The TriMas Dispute
Resolution Policy in effect at the time of this Agreement is attached to this
Agreement.

         SECTION 18 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the
entire understanding between the parties hereto and supersedes in all respects
any prior or other agreement or understanding, both written and oral, between
Company, any parent, subsidiary or affiliate of Company or any predecessor of
Company or parent, subsidiary, or affiliate of any predecessor of Company and
Executive.

         SECTION 19 - WITHHOLDING. Company shall be entitled to withhold from
payment any amount of withholding required by law.

         SECTION 20 - SECTION HEADINGS AND CONSTRUCTION. The headings of
sections in this Agreement are provided for convenience only and will not effect
its construction or interpretation. All references to "Section" or "Sections"
refer to the corresponding section or sections of this Agreement unless
otherwise specified. All words used in this Agreement will be construed to be of
such gender or number as circumstances require.

         SECTION 21 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.



                                       17




         Intending to be legally bound hereby, the parties have executed this
Agreement on the dates set forth next to their names below.

                                                                COMPANY

                                                          TRIMAS CORPORATION



                                               By:
- --------------------------                        ------------------------------
          Date
                                               Its:
                                                   -----------------------------
                                                               EXECUTIVE

- --------------------------                     ---------------------------------
          Date                                               Benson K. Woo











                                       18

September 2, 2003



Mr. Todd R. Peters
 < Address >

Dear Todd:

This letter agreement (the "Agreement") details the understanding that TriMas
Corporation ("TriMas") and you have reached regarding the termination of your
employment with TriMas, and the benefits that TriMas is willing to provide you
as consideration for the execution of this Agreement. Please review it carefully
to make sure you are in complete agreement.

1.   Employment and Severance Benefits

Your employment with TriMas terminates on September 2, 2003 (the "Termination
Date"). As consideration for the execution of this Agreement, TriMas agrees to
pay you the Severance Benefits described below.

(a)  Base salary continuation for a period of twenty-four (24) months following
     the Termination Date at the annual base salary rate in effect on the
     Termination Date. Payments will be made in equal, bi-weekly installments,
     less applicable withholding and payroll taxes. (The gross amount of this
     salary continuation is Six Hundred and Eighty Thousand Dollars ($680,000).
     The gross amount per pay period will be $13,076.)

(b)  A gross bonus equal to two hundred percent (200%) of the target bonus
     opportunity under the Annual Value Creation Plan (AVCP), payable in equal
     installments over the twenty-four (24) month period under the same payment
     provisions described above. (The gross bonus amount for this purpose is
     Four Hundred and Eight Thousand Dollars ($408,000). The gross amount per
     pay period will be $7,846.15.) In addition, a pro rata bonus will be paid
     for 2003 through the Termination Date calculated at one hundred percent
     (100%) of the bonus opportunity for target performance under the AVCP. The
     gross bonus amount for this purpose is One Hundred and Thirty-Six Thousand
     Nine Hundred Thirty-One Dollars ($136,931), subject to all applicable
     withholdings described above, paid as a single sum following the expiration
     of the twenty-one day consideration period described below and the seven
     day revocation period described in Section 9 below.


Mr. Todd R. Peters
September 2, 2003
Page 2


(c)  Continuation of benefits under any group medical, dental, and life
     insurance benefits substantially similar to those which you were receiving
     immediately prior to termination of employment until the earlier of:

     1.   the end of the twenty-four (24) month period following the Termination
          Date, or

     2.   the date on which you become eligible to receive any benefits under
          any plan or program of any other employer.

          TriMas will pay the employer-portion of the medical, dental, and life
          insurance coverage. You will be required to pay the employee-portion
          of the medical, dental, and life insurance premiums. The
          employee-portion of the premiums will be billed to you on a monthly
          basis. Health care continuation will be applied against the COBRA
          notification period. If TriMas is not able to provide coverage under
          the existing plans, you will be paid cash in the amount of the
          TriMas's portion of the premium cost.

(d)  Outplacement Services. TriMas shall pay reasonable and customary fees and
     expenses for outplacement services for you with a provider selected by
     TriMas. TriMas shall make direct periodic payments for such services to the
     provider, as needed, provided that such payments shall not in the aggregate
     exceed Twenty Thousand Dollars ($20,000).

(e)  Company Car. You shall continue to participate in the TriMas Executive Car
     Program for a period of twelve (12) months from the Termination Date in
     accordance with the terms of that program.

(f)  Vacation. Your right to vacation will cease on the Termination Date. Your
     unused vacation for 2003 will be paid to you in a lump sum following the
     expiration of the twenty-one day consideration period and seven day
     revocation period described in Section 9 below.

(g)  Termination of Accruals Under Retirement Plans. Notwithstanding anything to
     the contrary set forth herein, you shall cease to be an active participant
     under the TriMas Retirement Program and other benefit plans pursuant to the
     terms of those plans, and no additional benefits shall accrue to you after
     the Termination Date. No amounts paid under this Agreement shall constitute
     compensation for purposes of any such retirement plan. Your rights to any
     accrued and vested benefits under a qualified retirement plan shall be
     determined in accordance with the applicable plan document.


Mr. Todd R. Peters
September 2, 2003
Page 3


(h)  Taxes. Any payments made by TriMas hereunder are subject to applicable
     federal, state and local tax withholding. You agree that you are
     exclusively liable for the payment of any federal, state, city or other
     taxes that may be due as a result of any benefits received by you as
     provided in this Agreement. You further agree to indemnify and hold TriMas
     harmless from any payment of taxes or penalties, if any, that may be
     required of you as a result of any severance benefits received by you
     pursuant to this Agreement. You may wish to consult with your financial or
     tax advisor with regard to the tax implication of any benefits described in
     this Agreement. You acknowledge and agree that no representations or
     warranties have been made to you with regard to the tax consequences of any
     payment provided for under this Agreement.

Payment of the amounts and benefits set forth in this Section 1 is in lieu of
any amounts that may otherwise be or become payable to you after the Termination
Date under the employment agreement between you and TriMas dated effective June
6, 2002 ("Employment Agreement") or any other agreement, plan, policy, or
program of TriMas, including, without limitation, any rights to a bonus under
the TriMas Annual Value Creation Plan ("AVCP") AND ANY CLAIM TO VESTED OR
UNVESTED OPTIONS TO ACQUIRE STOCK IN TRIMAS UNDER THE TRIMAS 2002 LONG TERM
EQUITY INCENTIVE PLAN ("INCENTIVE PLAN"), OR TO FUTURE GRANTS OF SUCH OPTIONS OR
CONVERSION OF ANY OPTIONS ISSUED BY METALDYNE CORPORATION INTO TRIMAS OPTIONS.
By signing this Agreement you waive and release all claims listed under Section
6, which includes a waiver and release of any and all claims for payments in any
form from the Employment Agreement, the AVCP, the Incentive Plan, and any other
TriMas severance or bonus plan that may exist or have existed prior to the date
of this Agreement. This Agreement supersedes the Employment Agreement in its
entirety, and the Employment Agreement shall terminate and have no further
effect upon the execution of this Agreement.

2. Non-Competition; Non-Solicitation; Confidentiality; Release Consideration.
You agree that you are subject to the restrictive covenants and remedies set
forth on Attachment A, which is hereby incorporated into and made part of to
this Agreement. You acknowledge that this Agreement provides additional and
sufficient consideration for the release contained herein.

3. Return of Property. You agree to immediately return all TriMas property (and
any copies of such property) of any kind and character, including, without
limitation, keys, credit cards, documents, computers, computer software, discs
and media, policy and procedures manuals and all other tangible or intangible
property of TriMas.

4. E-Mail and Computer Accounts. Access to TriMas e-mail services and other
computer systems will cease on the Termination Date.


Mr. Todd R. Peters
September 2, 2003
Page 4


5. Cooperation.

     (a) You agree that you will not to in any way criticize, disparage, attempt
to discredit, demean or otherwise call into disrepute TriMas, or its respective
affiliates, successors, assigns, officers, directors, employees or agents, or
any of TriMas' products or services.

     (b) You agree that you will not assist any party other than TriMas in any
claim, litigation, proceeding or investigation against TriMas or other Released
Parties (as defined below), except as required by law. You further agree that if
you believe any such action is required by law, you will first afford TriMas the
opportunity to raise and obtain a ruling on any claim of attorney-client or
other privilege, attorney work product protection, contractual or other defense
that may be applicable.

     (c) You agree to provide, at TriMas' expense, your reasonable cooperation
to TriMas and the Released Parties in any existing or future claim, litigation,
proceeding, investigation or other judicial, administrative or legislative
matter in which your assistance may be desired by TriMas.

6.   Release.

     (a) You and TriMas, without any admission of liability, desire to settle
with finality, compromise, dispose of, and release all claims, demands, and
causes of action you have asserted or which you could assert against TriMas,
whether or not arising out of the Employment Agreement; any representations or
agreements relating to stock options; any agreement with a predecessor to
TriMas; the termination of your employment, under the Employment Agreement; your
employment relationship; the termination of the employment relationship; or any
condition or benefit of employment or otherwise. This Agreement is not and shall
not be construed as an admission by either party that your employment was
terminated voluntarily or involuntarily, with or without cause, or as an
admission by TriMas of any liability, an admission against interest, or any
violation of TriMas' policies or procedures.

     (b) You, for yourself, and your heirs, executors, administrators,
successors and assigns, hereby release and forever discharge TriMas, its
affiliates and respective officers, directors, agents, representatives,
shareholders, employees (current and former), employee benefit plans,
successors, predecessors, including Metaldyne Corporation, assigns, and any and
all other persons, firms, corporations and other legal entities associated with
TriMas (collectively referred to as the "Released Parties"), of and from any and
all claims, demands, actions, causes of action, debts, damages, expenses, suits,
contracts, agreements, costs and liabilities of any kind, nature or description,
whether direct or indirect, known or unknown, in law or in equity, in contract,
tort or otherwise, which you ever had, now have or may have against any of the
Released Parties as of the date of execution of this Agreement, whether known or
unknown, suspected or


Mr. Todd R. Peters
September 2, 2003
Page 5


unsuspected, or which may be based upon pre-existing acts, claims or events
occurring at any time up to the present date including, but not limited to,
claims arising under the Employment Agreement, the Incentive Plan, or any other
written or oral agreement regarding compensation, benefits, or options or equity
grants, Title VII of the Civil Rights Act of 1964 or state civil rights
statutes, claims arising under the Age Discrimination in Employment Act of 1967
("ADEA"), as amended by the Older Workers Benefit Protection Act ("OWBPA"),
claims arising under the Americans with Disabilities Act ("ADA"), the Family and
Medical Leave Act ("FMLA"), the Fair Labor Standards Act ("FLSA"), the National
Labor Relations Act ("NLRA"), the Employee Retirement Income Security Act
("ERISA"), claims for breach of express or implied contract, breach of promise,
promissory estoppel, loss of income, back pay, reinstatement, front pay,
impairment of earning capacity, wrongful termination, defamation, libel,
slander, discrimination, damage to reputation, fraud, violation of public
policy, retaliation, negligent or intentional infliction of mental or emotional
distress, intentional tort or any other federal, state or local common law or
statutory claims, and all other claims and rights, whether in law or equity. It
is the intention of the parties that this paragraph will be construed as broadly
as possible; however, this paragraph does not include claims arising under state
workers' compensation laws, state unemployment laws and any claims that arise
after the signing of this Agreement. This paragraph also does not affect your
right to file a charge or otherwise participate in an EEOC proceeding insofar as
it is required by current EEOC regulations. You understand that TriMas will
assert this Agreement as an affirmative defense against any claim asserted by
you in any forum.

     (c) In signing this Agreement, you agree to waive any rights you might have
to pursue any claims against TriMas through any alternative dispute resolution
process, or through any court or administrative agency, to the extent permitted
by law, and further agree not to bring any suit or action in any court or
administrative agency, to the extent permitted by law, against any of the
beneficiaries of this release arising out of or relating to the subject matter
of this release.

7. Nondisclosure. You agree to not disclose the existence of this Agreement or
any of its terms to any third parties other than your spouse, tax advisors,
accountants and attorneys, or as otherwise required by law. You agree that any
violation of this non-disclosure paragraph will result in substantial and
irreparable injury to TriMas.

8. References. In the event that you seek a reference for employment purposes,
you agree to direct inquiries to TriMas' Human Resources Department. References
to be provided by TriMas regarding you shall be limited to dates of employment,
positions held and compensation. Those making such inquiries will be advised
that it is the general policy of TriMas to provide only such neutral references
in response to employment inquiries.

9. Consideration Time and Revocation Period.


Mr. Todd R. Peters
September 2, 2003
Page 6


     (a) Consistent with the ADEA, this Agreement was first given to you on
September 2, 2003. You have twenty-one (21) calendar days during which to review
and consider this offer. You are not required to, but may accept this Agreement
by signing and returning the Agreement at any time prior to September 23, 2003.
In the event you sign and return this Agreement before that time, you certify,
by such execution, that you knowingly and voluntarily waive the right to the
full twenty-one (21) days, for reasons personal to you, with no pressure by
TriMas to do so. TriMas and you further agree that any changes, whether material
or immaterial, to this Agreement do not restart the running of the twenty-one
(21) day consideration period.

     (b) You understand that you may revoke this Agreement for a period of seven
(7) calendar days following your execution of the Agreement. You understand that
any revocation, in order to be effective, must be: (1) in writing and either
postmarked within seven (7) days of your execution of the Agreement and
addressed to General Counsel, TriMas Corporation, 39400 Woodward, Suite 130,
Bloomfield Hills, MI 48304, or (2) hand-delivered within seven (7) days of your
execution of the Agreement to TriMas' General Counsel at the address listed
above. If revocation is by mail, certified mail, return receipt requested is
required to show proof of mailing.

     (c) No payments or benefits under this Agreement shall be made to you until
after the seven (7) day revocation period has expired. If you do not revoke this
Agreement within the seven (7) day revocation period, then this Agreement shall
become fully and finally effective and the payments and benefits provided
hereunder will be made to you in accordance with this Agreement.

10. Complete Agreement. In executing this Agreement, you are doing so knowingly
and voluntarily and agree that you have not relied upon any oral statements by
TriMas or its representatives, and that this Agreement, when signed by both
parties, supersedes any and all prior written agreements between the parties
regarding the terms of your employment or the termination of such employment,
including, without limitation, the Employment Agreement. You agree that the
provisions of Sections 2, 5, 6 and 7 have been separately negotiated and shall
survive any termination or expiration of this Agreement.

11. Severability. Should any provision of this Agreement be declared or
determined by any court to be illegal or invalid, the remaining parts, terms or
provisions shall not be affected thereby, and said illegal or invalid part, term
or provision shall be deemed not to be a part of this Agreement; provided that
such court may, in lieu of finding any provision hereof to be unenforceable,
illegal or invalid, modify any such provision to preserve to the greatest extent
possible the intended effect of such provision while otherwise rendering it
legal and enforceable.


Mr. Todd R. Peters
September 2, 2003
Page 7


12. Choice of Law. This Agreement shall be deemed to be made and entered into in
the State of Michigan and shall in all respects be interpreted, enforced and
governed under the laws of the State of Michigan and the United States.

13. Attorney. You understand and acknowledge that you have had the opportunity
to review this Agreement with an attorney, and have been encouraged and given
ample time to consult with your own legal counsel prior to executing this
Agreement to ascertain whether you have any potential rights or remedies that
are being waived and released by your execution of this Agreement. You
acknowledge that the decision to do so or not do so is totally your choice.

YOU REPRESENT THAT YOU FULLY UNDERSTAND THE TERMS OF THIS AGREEMENT AND EXECUTE
IT KNOWINGLY AND VOLUNTARILY; THAT NO PROMISE, INDUCEMENT OR AGREEMENT HAS BEEN
MADE TO YOU OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT; THAT THIS
AGREEMENT, CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
MODIFIED EXCEPT BY A SUBSEQUENT WRITTEN AGREEMENT, EXECUTED BY BOTH PARTIES,
WHICH SPECIFICALLY EVIDENCES AN INTENT TO MODIFY THIS AGREEMENT; AND THAT YOU
HAVE BEEN ADVISED TO CONSULT WITH LEGAL COUNSEL PRIOR TO EXECUTING THIS
AGREEMENT.



WITNESSED:


- ----------------------------------      ---------------------------------------
                                                     TODD R. PETERS


- ----------------------------------      ---------------------------------------
DATE OF WITNESS' SIGNATURE                  DATE OF EXECUTIVE'S SIGNATURE


                                                  TRIMAS CORPORATION
                                                       (TRIMAS)

                                       BY:
                                           -------------------------------------

                                       ITS:
                                            ------------------------------------



Mr. Todd R. Peters
September 2, 2003
Page 8


                                  ATTACHMENT A

By my signature below, I, Todd R. Peters (hereinafter "Executive"), accept the
following covenants, in exchange for consideration provided under the September
2, 2003 letter agreement ("letter agreement") with TriMas Corporation
("Company"), which agreement incorporates these covenants.

(a)  Executive acknowledges and recognizes the highly competitive nature of the
     business of Company and accordingly agrees that for the twenty-four (24)
     month period following the Termination Date, as defined in the letter
     agreement ("Non-Compete Term"), Executive shall not engage, either directly
     or indirectly, as a principal for Executive's own account or jointly with
     others, or as a stockholder in any corporation or joint stock association,
     or as a partner or member of a general or limited liability entity, or as
     an employee, officer, director, agent, consultant or in any other advisory
     capacity in any business which designs, develops, manufacturers,
     distributes, sells or markets the type of products or services sold,
     distributed or provided by Company or its subsidiaries during the two (2)
     year period prior to the Termination Date (the "Business"); provided that
     nothing herein shall prevent Executive -------- from owning, directly or
     indirectly, not more than five percent (5%) of the outstanding shares of,
     or any other equity interest in, any entity engaged in the Business and
     listed or traded on a national securities exchanges or in an
     over-the-counter securities market.

(b)  During the Non-Compete Term, Executive shall not (i) directly or indirectly
     employ or solicit, or receive or accept the performance of services by, any
     active employee of Company or any of its subsidiaries who is employed
     primarily in connection with the Business, except in connection with
     general, non-targeted recruitment efforts such as advertisements and job
     listings, or directly or indirectly induce any employee of Company to leave
     Company, or assist in any of the foregoing, or (ii) solicit for business
     (relating to the Business) any person who is a customer or former customer
     of Company or any of its subsidiaries, unless such person shall have ceased
     to have been such a customer for a period of at least six (6) months.

(c)  Executive shall not at any time disclose or use for Executive's own benefit
     or purposes or the benefit or purposes of any other person, firm,
     partnership, joint venture, association, corporation or other business
     organization, entity or enterprise other than Company and any of its
     subsidiaries, any trade secrets, information, data, or other confidential
     information of the Company, including but not limited to, information


Mr. Todd R. Peters
September 2, 2003
Page 9


     relating to customers, development programs, costs, marketing, trading,
     investment, sales activities, promotion, credit and financial data,
     financing methods, plans or the business and affairs of Company generally,
     or of any subsidiary of Company, unless required to do so by applicable law
     or court order, subpoena or decree or otherwise required by law, with
     reasonable evidence of such determination promptly provided to Company. The
     preceding sentence of this paragraph (d) shall not apply to information
     which is not unique to Company or which is generally known to the industry
     or the public other than as a result of Executive's breach of this
     covenant. Executive further agrees that Executive will not retain or use
     for Executive's account at any time any trade names, trademark or other
     proprietary business designation used or owned in connection with the
     business of Company or its subsidiaries.

(d)  It is expressly understood and agreed that although Executive and Company
     consider the restrictions contained in this Attachment A to be reasonable,
     if a final judicial determination is made by a court of competent
     jurisdiction that the time or territory or any other restriction contained
     in this Agreement is an unenforceable restriction against Executive, the
     provisions of this Attachment A shall not be rendered void but shall be
     deemed amended to apply as to such maximum time and territory and to such
     maximum extent as such court may judicially determine or indicate to be
     enforceable. Alternatively, if any tribunal of competent jurisdiction finds
     that any restriction contained in this Agreement is unenforceable, and such
     restriction cannot be amended so as to make it enforceable, such finding
     shall not affect the enforceability of any of the other restrictions
     contained herein.

(e)  Executive acknowledges and agrees that Company's remedies at law for a
     breach or threatened breach of any of the provisions of this Attachment A
     would be inadequate and, in recognition of this fact, Executive agrees
     that, in the event of such a breach or threatened breach, in addition to
     any remedies at law, Executive shall forfeit all payments otherwise due
     under the letter agreement and shall return any payments made under the
     letter agreement. Moreover, Company, without posting any bond, shall be
     entitled to seek equitable relief in the form of specific performance,
     temporary restraining order, temporary or permanent injunction or any other
     equitable remedy which may then be available.



                                           -------------------------------------
                                                      Todd R. Peters

                                                                       Exhibit A

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

                                CREDIT AGREEMENT

                            dated as of June 6, 2002,


                   as Amended and Restated as of June 6, 2003,


                                      among


                               TRIMAS CORPORATION,


                               TRIMAS COMPANY LLC,

                   The Subsidiary Term Borrowers Party Hereto,

                 The Foreign Subsidiary Borrowers Party Hereto,

                            The Lenders Party Hereto,


                              JPMORGAN CHASE BANK,
                  as Administrative Agent and Collateral Agent

                           CSFB CAYMAN ISLANDS BRANCH,
                              as Syndication Agent

                                 COMERICA BANK,
                             as Documentation Agent

                               NATIONAL CITY BANK,
                             as Documentation Agent

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Documentation Agent

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

                          J.P. MORGAN SECURITIES INC.,

                                       and

                           CREDIT SUISSE FIRST BOSTON
                                  as Arrangers

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







                                                    TABLE OF CONTENTS


                                                                                                              Page
                                                                                                              ----
                                                         ARTICLE I

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

SECTION 1.01. Defined Terms.......................................................................................5
SECTION 1.02. Classification of Loans and Borrowings.............................................................44
SECTION 1.03. Terms Generally....................................................................................44
SECTION 1.04. Accounting Terms; GAAP.............................................................................45
SECTION 1.05. Exchange Rates.....................................................................................45
SECTION 1.06. Redenomination of Certain Foreign Currencies.......................................................45

                                                         ARTICLE II

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

SECTION 2.01. Commitments........................................................................................46
SECTION 2.02. Loans and Borrowings...............................................................................47
SECTION 2.03. Requests for Borrowings............................................................................48
SECTION 2.04. Swingline Loans....................................................................................49
SECTION 2.05. Letters of Credit..................................................................................50
SECTION 2.06. Funding of Borrowings..............................................................................56
SECTION 2.07. Interest Elections.................................................................................57
SECTION 2.08. Termination and Reduction of Commitments...........................................................58
SECTION 2.09. Repayment of Loans; Evidence of Debt...............................................................59
SECTION 2.10. Amortization of Term Loans.........................................................................60
SECTION 2.11. Prepayment of Loans................................................................................62
SECTION 2.12. Fees...............................................................................................64
SECTION 2.13. Interest...........................................................................................65
SECTION 2.14. Alternate Rate of Interest.........................................................................66
SECTION 2.15. Increased Costs....................................................................................67
SECTION 2.16. Break Funding Payments.............................................................................68
SECTION 2.17. Taxes..............................................................................................69
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs........................................71
SECTION 2.19. Mitigation Obligations; Replacement of Lenders.....................................................73
SECTION 2.20. Additional Reserve Costs...........................................................................74
SECTION 2.21. Designation of Foreign Subsidiary Borrowers........................................................74
SECTION 2.22. Foreign Subsidiary Borrower Costs..................................................................75





                                                        ARTICLE III

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

SECTION 3.01. Organization; Powers...............................................................................75
SECTION 3.02. Authorization; Enforceability......................................................................76
SECTION 3.03. Governmental Approvals; No Conflicts...............................................................76
SECTION 3.04. Financial Condition; No Material Adverse Change....................................................76
SECTION 3.05. Properties.........................................................................................77
SECTION 3.06. Litigation and Environmental Matters...............................................................78
SECTION 3.07. Compliance with Laws and Agreements................................................................78
SECTION 3.08. Investment and Holding Company Status..............................................................78
SECTION 3.09. Taxes..............................................................................................78
SECTION 3.10. ERISA..............................................................................................78
SECTION 3.11. Disclosure.........................................................................................79
SECTION 3.12. Subsidiaries.......................................................................................79
SECTION 3.13. Insurance..........................................................................................79
SECTION 3.14. Labor Matters......................................................................................79
SECTION 3.15. Solvency...........................................................................................80
SECTION 3.16. Senior Indebtedness................................................................................80
SECTION 3.17. Security Documents.................................................................................80
SECTION 3.18. Federal Reserve Regulations........................................................................81

                                                         ARTICLE IV

                                                         Conditions
                                                         ----------

SECTION 4.01. Effective Date.....................................................................................82
SECTION 4.02. Each Credit Event..................................................................................85
SECTION 4.03. Credit Events Relating to Foreign Subsidiary Borrowers.............................................85

                                                         ARTICLE V

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

SECTION 5.01. Financial Statements and Other Information.........................................................86
SECTION 5.02. Notices of Material Events.........................................................................88
SECTION 5.03. Information Regarding Collateral...................................................................88
SECTION 5.04. Existence; Conduct of Business; Asset Dropdown.....................................................89
SECTION 5.05. Payment of Obligations.............................................................................89
SECTION 5.06. Maintenance of Properties..........................................................................89
SECTION 5.07. Insurance..........................................................................................90
SECTION 5.08. Casualty and Condemnation..........................................................................90
SECTION 5.09. Books and Records; Inspection and Audit Rights.....................................................90
SECTION 5.10. Compliance with Laws...............................................................................91
SECTION 5.11. Use of Proceeds and Letters of Credit..............................................................91
SECTION 5.12. Additional Subsidiaries............................................................................91
SECTION 5.13. Further Assurances.................................................................................91
SECTION 5.14. Interest Rate Protection...........................................................................92



                                        2



                                                        ARTICLE VI

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

SECTION 6.01. Indebtedness; Certain Equity Securities............................................................92
SECTION 6.02. Liens..............................................................................................95
SECTION 6.03. Fundamental Changes................................................................................96
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions..........................................97
SECTION 6.05. Asset Sales........................................................................................99
SECTION 6.06. Sale and Leaseback Transactions...................................................................100
SECTION 6.07. Hedging Agreements................................................................................100
SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.............................................100
SECTION 6.09. Transactions with Affiliates......................................................................102
SECTION 6.10. Restrictive Agreements............................................................................103
SECTION 6.11. Amendment of Material Documents...................................................................104
SECTION 6.12. Interest Expense Coverage Ratio...................................................................104
SECTION 6.13. Leverage Ratio....................................................................................104
SECTION 6.14. Capital Expenditures..............................................................................105

                                                       ARTICLE VII

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

                                                       ARTICLE VIII

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

                                                         ARTICLE IX

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

SECTION 9.01. Implementation of CAM.............................................................................111
SECTION 9.02. Letters of Credit.................................................................................111

                                                          ARTICLE X

                                                        Miscellaneous
                                                        -------------

SECTION 10.01. Notices..........................................................................................113
SECTION 10.02. Waivers; Amendments..............................................................................114
SECTION 10.03. Expenses; Indemnity; Damage Waiver...............................................................116
SECTION 10.04. Successors and Assigns...........................................................................117
SECTION 10.05. Survival.........................................................................................120
SECTION 10.06. Counterparts; Integration; Effectiveness.........................................................121
SECTION 10.07. Severability.....................................................................................121
SECTION 10.08. Right of Setoff..................................................................................121
SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process.......................................122




SECTION 10.10. WAIVER OF JURY TRIAL.............................................................................122
SECTION 10.11. Headings.........................................................................................123
SECTION 10.12. Confidentiality..................................................................................123
SECTION 10.13. Interest Rate Limitation.........................................................................124
SECTION 10.14. Judgment Currency................................................................................124
SECTION 10.15. Obligations Joint and Several....................................................................125


SCHEDULES:
- ----------

Schedule 1.01(a)           --       Existing Letters of Credit
Schedule 1.01(b)           --       Mortgaged Property
Schedule 2.01              --       Commitments
Schedule 3.05              --       Real Property
Schedule 3.06              --       Disclosed Matters
Schedule 3.12              --       Subsidiaries
Schedule 3.13              --       Insurance
Schedule 3.17(d)           --       Mortgage Filing Offices
Schedule 6.01              --       Existing Indebtedness
Schedule 6.02              --       Existing Liens
Schedule 6.04              --       Existing Investments
Schedule 6.05              --       Asset Sales
Schedule 6.09              --       Existing Affiliate Transactions
Schedule 6.10              --       Existing Restrictions

EXHIBITS:
- ---------

Exhibit A                  --       Form of Assignment and Acceptance
Exhibit B-1                --       Form of Opinion of Parent Borrower's Counsel
Exhibit B-2                --       Forms of Opinions of Parent Borrower's U.S. Local Counsel
Exhibit C                  --       Form of Foreign Subsidiary Borrowing Agreement
Exhibit D                  --       Form of Guarantee Agreement
Exhibit E                  --       Form of Incremental Term Loan Activation Notice
Exhibit F                  --       Form of Indemnity, Subrogation and Contribution Agreement
Exhibit G                  --       Form of Mortgage
Exhibit H                  --       Form of Pledge Agreement
Exhibit I                  --       Form of Security Agreement
Exhibit J                  --       Form of Subordination and Other Provisions
Exhibit K                  --       Mandatory Costs Rate












                                       4




                                    CREDIT AGREEMENT dated as of June 6, 2002,
                           as amended and restated as of June 6, 2003, among
                           TRIMAS COMPANY LLC, TRIMAS CORPORATION, the
                           SUBSIDIARY TERM BORROWERS party hereto, the FOREIGN
                           SUBSIDIARY BORROWERS party hereto, the LENDERS party
                           hereto, JPMORGAN CHASE BANK, as Administrative Agent
                           and Collateral Agent, CSFB CAYMAN ISLANDS BRANCH, as
                           Syndication Agent, COMERICA BANK, as Documentation
                           Agent, NATIONAL CITY BANK, as Documentation Agent,
                           and WACHOVIA BANK, NATIONAL ASSOCIATION, as
                           Documentation Agent.

                  The parties hereto agree as follows:


                                    ARTICLE I

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

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

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

                  "Acquired Assets" means (a) the consolidated tangible assets
acquired pursuant to a Permitted Acquisition during any fiscal year determined
in accordance with GAAP (the "Specified Amount"), provided that if such
Permitted Acquisition is not consummated during the first quarter of a fiscal
year, Acquired Assets for such fiscal year shall be determined by multiplying
the Specified Amount by (i) 0.75 if such Permitted Acquisition is consummated
during the second quarter of such fiscal year, (ii) 0.50 if such Permitted
Acquisition is consummated during the third quarter of such fiscal year and
(iii) 0.25 if such Permitted Acquisition is consummated during the fourth
quarter of such fiscal year and (b) with respect to any fiscal year occurring
after such Permitted Acquisition, the Specified Amount.

                  "Acquisition" means the acquisition of common stock of
Holdings by the Investors effected through the Equity Issuance pursuant to the
Purchase Agreement.

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

                  "Acquisition Lease Financing" means any sale or transfer by
the Parent Borrower or any Subsidiary of any property, real or personal, that is
acquired pursuant to



                                       5



a Permitted Acquisition, in an aggregate amount, not to exceed at any time
$50,000,000, after the Effective Date that is rented or leased by the Parent
Borrower or such Subsidiary so long as the proceeds from such transaction
consist solely of cash.

                  "Acquisition Transactions" means (a) the Acquisition, (b) the
Equity Retention, (c) the Debt Repayment, (d) the A/R Purchase and (e) the other
transactions contemplated by the Purchase Agreement, including the issuance to
Seller of a warrant to purchase common stock of Holdings and the distribution of
the Cash Dividend.

                  "Add-On Notes" means the 9.875% Subordinated Notes of Holdings
due 2012 in the aggregate principal amount of $85,000,000 (including the
Exchange Notes issued in exchange for the initial Add-On Notes as contemplated
by the registration rights agreement related thereto) and the Indebtedness
represented thereby. The Add-On Notes constitute Permitted Subordinated Notes
for purposes hereunder.

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

                  "Administrative Agent" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder. With respect to Foreign Currency
Borrowings, the Administrative Agent may be an Affiliate of JPMCB for purposes
of administering such Borrowings, and all references herein to the term
"Administrative Agent" shall be deemed to refer to the Administrative Agent in
respect of the applicable Borrowing or to all Administrative Agents, as the
context requires.

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

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

                  "Agents" means, collectively, the Administrative Agent, CSFB
Cayman Islands Branch, as syndication agent, Comerica Bank, as documentation
agent, National City Bank, as documentation agent, and Wachovia Bank, National
Association, as documentation agent.

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


                                       6




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

                  "Applicable Rate" means, for any day, with respect to any ABR
Loan or Eurocurrency Loan that is a Revolving Loan or a Tranche B Term Loan, or
with respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption "Revolving Loan ABR
Spread", "Revolving Loan Eurocurrency Spread", "Tranche B Term Loan ABR Spread",
"Tranche B Term Loan Eurocurrency Spread" or "Commitment Fee Rates", as the case
may be, based upon the Leverage Ratio as of the most recent determination date;
provided that up to and including December 31, 2002, the "Applicable Rate" shall
be the applicable rate per annum set forth below in Category 1.





================================ ================== ======================== =================== ======================
        Leverage Ratio:           Revolving Loan        Revolving Loan           Tranche B/           Tranche B/
        ---------------           ---------------       ---------------          ----------           ----------
                                    ABR Spread        Eurocurrency Spread      Term Loan ABR          Term Loan
                                    ----------        -------------------      --------------         ---------
                                                                                   Spread            Eurocurrency
                                                                                   ------            ------------
                                                                                                        Spread
                                                                                                        ------
- -------------------------------- ------------------ ------------------------ ------------------- ----------------------

          Category 1                   2.00%                 3.00%                 2.25%                 3.25%
          ----------
      Greater than 4 to 1
- -------------------------------- ------------------ ------------------------ ------------------- ----------------------
          Category 2                   1.75%                 2.75%                 1.75%                 2.75%
          ----------
 Less than or equal to 4 to 1
   but greater than 3.5 to 1
- -------------------------------- ------------------ ------------------------ ------------------- ----------------------
          Category 3                   1.50%                 2.50%                 1.75%                 2.75%
          ----------
Less than or equal to 3.5 to 1
    but greater than 3 to 1
- -------------------------------- ------------------ ------------------------ ------------------- ----------------------
          Category 4                   1.25%                 2.25%                 1.75%                 2.75%
          ----------
 Less than or equal to 3 to 1
================================ ================== ======================== =================== ======================






=======================================================================================================================
                                                Commitment Fee Rates
- ----------------------------------------- ------------------------------------ ----------------------------------------
            Leverage Ratio:                        High Usage Period                      Low Usage Period
            ---------------                        -----------------                      ----------------
- ----------------------------------------- ------------------------------------ ----------------------------------------

               Category 1                                0.50%                                  0.75%
               ----------
          Greater than 4 to 1
- ----------------------------------------- ------------------------------------ ----------------------------------------
               Category 2                                0.50%                                  0.50%
               ----------
    Less than or equal to 4 to 1 but
         greater than 3.5 to 1
- ----------------------------------------- ------------------------------------ ----------------------------------------
               Category 3                                0.50%                                  0.50%
               ----------
   Less than or equal to 3.5 to 1 but
          greater than 3 to 1
- ----------------------------------------- ------------------------------------ ----------------------------------------
               Category 4                               0.375%                                 0.375%
               ----------
      Less than or equal to 3 to 1
========================================= ==================================== ========================================






                                       7



                  For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Parent Borrower's fiscal
year based upon Holdings' consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting
from a change in the Leverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided
that the Leverage Ratio shall be deemed to be in Category 1 (A) at any time that
an Event of Default has occurred and is continuing or (B) if Holdings or the
Parent Borrower fails to deliver the consolidated financial statements required
to be delivered by it pursuant to Section 5.01(a) or (b), during the period from
the expiration of the time for delivery thereof until such consolidated
financial statements are delivered. The rate per annum for Incremental Term
Loans shall be the rate specified, or the rate per annum determined pursuant to
a pricing grid specified, in the applicable Incremental Term Loan Activation
Notice as agreed to by the Parent Borrower and the applicable Incremental
Lenders; provided that if and for so long as the Applicable Rate with respect to
any Incremental Term Loans is greater than 0.25% per annum in excess of the then
existing Applicable Rate for Tranche B Term Loans, the Applicable Rate for
Tranche B Term Loans shall be increased automatically for such period so that
the Applicable Rate for such Incremental Term Loans is no greater than 0.25% per
annum in excess of the Applicable Rate for Tranche B Term Loans.

                  "A/R Purchase" means the repurchase by Holdings, Parent
Borrower and any Subsidiary of all the uncollected accounts receivable generated
by any of them which had been sold to MTSPC, Inc. pursuant to the terms of the
Metaldyne receivables financing, as of the Effective Date, in accordance with
the terms of the relevant documentation with MTSPC, Inc. and the other parties
to the receivables financing documentation to which MTSPC, Inc. is a party, as
amended through the Effective Date.

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

                  "Asset Dropdown" means the sale or contribution by Holdings to
the Parent Borrower or any Subsidiary of all of its assets to the extent
permitted by applicable law or third party contracts, except as otherwise agreed
to by the Administrative Agent.



                                       8



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

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

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

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

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

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

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

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

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

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



                                       9



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

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

                  "Capital Expenditures" means, for any period, without
duplication, (a) the additions to property, plant and equipment and other
capital expenditures of Holdings, the Parent Borrower and its consolidated
Subsidiaries (including the Receivables Subsidiary) that are (or would be) set
forth in a consolidated statement of cash flows of Holdings for such period
prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by
Holdings, the Parent Borrower and its consolidated Subsidiaries (including the
Receivables Subsidiary) during such period.

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

                  "Cash Dividend" means the cash dividend declared prior to the
Effective Date and payable on the Effective Date in an amount equal to
$840,000,000, less the aggregate amount of the Debt Repayment and the A/R
Purchase.

                  "Change in Control" means (a) the acquisition by any Person
other than Holdings of any direct Equity Interest in the Parent Borrower; (b)
prior to the date of an IPO, any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the Effective Date) other than Heartland
and its Affiliates shall beneficially own at any time, directly or indirectly
(without giving effect, for avoidance of doubt, to shares owned by Heartland and
its Affiliates), a greater percentage of the aggregate ordinary voting power of
Holdings than the aggregate ordinary voting power of Holdings that is
beneficially owned at such time, directly or indirectly (without giving effect,
for avoidance of doubt, to shares owned by such Person), by Heartland and its
Affiliates (treating shares over which Heartland or its Affiliates have voting
authority by right of contract or otherwise as being owned by Heartland and its
Affiliates), unless Heartland and its Affiliates shall have the right to
designate, by right of contract or otherwise, a majority of the board of



                                       10




directors of Holdings; (c) on or after an IPO, the acquisition of beneficial
ownership, directly or indirectly, by any Person or group (within the meaning of
the Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the Effective Date) other than Heartland
and its Affiliates, of Equity Interests representing more than 25% of either the
aggregate ordinary voting power represented by the issued and outstanding Equity
Interests in Holdings and such Person or group beneficially owns at such time,
directly or indirectly (without giving effect, for avoidance of doubt, to shares
owned by Heartland and its Affiliates), a greater percentage of the aggregate
ordinary voting power of Holdings than the aggregate ordinary voting power of
Holdings that is beneficially owned at such time, directly or indirectly,
(without giving effect, for avoidance of doubt, to shares owned by such Person),
by Heartland and its Affiliates (treating shares over which Heartland or its
Affiliates have voting authority by right of contract or otherwise as being
owned by Heartland and its Affiliates), unless Heartland and its Affiliates
shall have the right to designate, by right of contract or otherwise, a majority
of the board of directors of Holdings; (d) occupation of a majority of the seats
on the board of directors of Holdings by Persons who were not nominated by
Heartland and its Affiliates or approved by Heartland and its Affiliates; or (e)
the occurrence of any change in control (or similar event, however denominated)
with respect to Holdings or the Parent Borrower under (i) any indenture or
agreement in respect of Material Indebtedness to which Holdings, the Parent
Borrower or any Subsidiary is a party, including the Subordinated Debt
Documents, (ii) any instrument governing any preferred stock of Holdings, the
Parent Borrower or any Subsidiary having a liquidation value or redemption value
in excess of $10,000,000 or (iii) the Permitted Receivables Financing.

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

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

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

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



                                       11



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

                  "Collateral and Guarantee Requirement" means the requirement
that:

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

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

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

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



                                       12



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

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

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

                  "Consolidated Cash Interest Expense" means, for any period,
the excess of (a) the sum, without duplication, of (i) the interest expense
(including imputed interest expense in respect of Capital Lease Obligations) of
Holdings, the Parent Borrower and the Subsidiaries (including the Receivables
Subsidiary) for such period, determined on a consolidated basis in accordance
with GAAP, plus (ii) any interest accrued during such period in respect of
Indebtedness of Holdings, the Parent Borrower or any Subsidiary (including the
Receivables Subsidiary) that is required to be capitalized rather than included
in consolidated interest expense for such period in accordance with GAAP, plus
(iii) any cash payments made during such period in respect of obligations
referred to in clause (b)(iii) below that were amortized or accrued in a
previous period, plus (iv) interest-equivalent costs associated with any
Permitted Receivables Financing, whether accounted for as interest expense or
loss on the sale of receivables, minus (b) the sum of, without duplication, (i)
interest income of Holdings, the Parent Borrower and the Subsidiaries (including
the Receivables Subsidiary) for such period, determined on a consolidated basis
in accordance with GAAP, plus (ii) to the extent included in such consolidated
interest expense for such period, noncash amounts attributable to amortization
of financing costs paid in a previous period, plus (iii) to the extent included
in such consolidated interest expense for such period, noncash amounts
attributable to amortization of debt discounts or accrued interest payable in
kind for such period, plus (iv) to the extent included in such consolidated
interest expense for such period, all financing fees incurred in connection with
the Transactions. For purposes of calculating Consolidated Cash Interest Expense
for each of the four-fiscal-quarter periods ending September 30, 2002, December
31, 2002, and March 31, 2003, Consolidated Cash Interest Expense for such
four-fiscal-quarter period shall equal Consolidated Cash Interest Expense for
the period commencing July 1, 2002 and ending on (a) September



                                       13




30, 2002, multiplied by 4, (b) December 31, 2002, multiplied by 2 and (c) March
31, 2002, multiplied by 4/3.

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent deducted
in determining such Consolidated Net Income, the sum of (i) consolidated
interest expense for such period, (ii) consolidated income tax expense for such
period (including (x) all single business tax expenses imposed by state law and
(y) all payments in respect of, or on account of, taxes to Seller or any of its
subsidiaries pursuant to the Purchase Agreement), (iii) all amounts attributable
to depreciation and amortization for such period, (iv) any extraordinary noncash
charges for such period, (v) all management fees and other fees paid during such
period to Heartland and/or its Affiliates pursuant to the Heartland Management
Agreement to the extent permitted by Section 6.09, (vi) interest-equivalent
costs associated with any Permitted Receivables Financing for such period,
whether accounted for as interest expense or loss on the sale of receivables,
and all Preferred Dividends, (vii) all extraordinary losses during such period
that are either noncash or relate to the retirement of Indebtedness, (viii)
noncash expenses during such period resulting from the grant of Equity Interests
to management and employees of Holdings, the Parent Borrower or any of the
Subsidiaries, (ix) the aggregate amount of deferred financing expenses for such
period, (x) all other noncash expenses or losses of Holdings, the Parent
Borrower or any of the Subsidiaries for such period (excluding any such charge
that constitutes an accrual of or a reserve for cash charges for any future
period), (xi) any nonrecurring fees, expenses or charges realized by Holdings,
the Parent Borrower or any of the Subsidiaries for such period related to any
offering of Equity Interests or incurrence of Indebtedness, (xii) fees and
expenses in connection with the Transactions, (xiii) any nonrecurring costs and
expenses arising from the integration of any business acquired pursuant to any
Permitted Acquisition, not to exceed in the aggregate $15,000,000, (xiv) any
payments made or expenses recorded in respect of any Restricted Stock
Obligations, not to exceed in the aggregate $21,000,000, (xv) Excluded Charges
for such period, (xvi) any nonrecurring expenses or similar costs relating to
cost savings projects, including restructuring and severance expenses, not to
exceed in the aggregate $25,000,000 and (xvii) payments made in respect of
repurchases of the stock of Seller under the terms of the Purchase Agreement or
to the extent the amount paid is subject to indemnification or reimbursement by
Seller under the Purchase Agreement, payments made by Holdings, the Parent
Borrower or the Subsidiaries, minus (b) without duplication and to the extent
included in determining such Consolidated Net Income, any extraordinary gains
for such period, all determined on a consolidated basis in accordance with GAAP.
If the Parent Borrower or any Subsidiary has made any Permitted Acquisition or
any sale, transfer, lease or other disposition of assets outside of the ordinary
course of business permitted by Section 6.05 during the relevant period for
determining the Leverage Ratio and the Interest Expense Coverage Ratio,
Consolidated EBITDA for the relevant period shall be calculated only for
purposes of determining Leverage Ratio and the Interest Expense Coverage Ratio
after giving pro forma effect thereto, as if such Permitted Acquisition or sale,
transfer, lease or other disposition of assets (and, in each case, any related
incurrence, repayment or assumption of Indebtedness, with any new Indebtedness
being deemed to be amortized over the relevant



                                       14




period in accordance with its terms, and assuming that any Revolving Loans
borrowed in connection with such acquisition are repaid with excess cash
balances when available) had occurred on the first day of the relevant period
for determining Consolidated EBITDA. Any such pro forma calculations may include
operating and other expense reductions and other adjustments for such period
resulting from any Permitted Acquisition, or sale, transfer, lease or other
disposition of assets that is being given pro forma effect to the extent that
such operating and other expense reductions and other adjustments (a) would be
permitted pursuant to Article XI of Regulation S-X under the Securities Act of
1933 ("Regulation S-X") or (b) are reasonably consistent with the purpose of
Regulation S-X as determined in good faith by the Parent Borrower in
consultation with the Administration Agent. For purposes of calculating
Consolidated EBITDA, any payments to Seller or any of its subsidiaries in
respect of indemnity provisions or otherwise under the Purchase Agreement as
satisfaction of obligations or costs to a third party that are or have been
discharged by Seller or any of its subsidiaries, shall be treated as if such
payments were paid by Holdings, the Parent Borrower or any Subsidiary directly
to such third party. For purposes of calculating Consolidated EBITDA for each of
the four-fiscal-quarter periods ending June 30, 2002, September 30, 2002,
December 31, 2002 and March 31, 2003, Consolidated EBITDA for such
four-fiscal-quarter period shall equal Consolidated EBITDA for the period
commencing on June 1, 2002 and ending on (a) June 30, 2002, plus $118,500,000,
(b) September 30, 2002, plus $88,100,000, (c) December 31, 2002, plus
$63,400,000, and (d) March 31, 2003, plus $26,800,000.

                  "Consolidated Net Income" means, for any period, the net
income or loss of Holdings, the Parent Borrower and the Subsidiaries (including
the Receivables Subsidiary) for such period determined on a consolidated basis
in accordance with GAAP; provided that there shall be excluded (a) the income of
any Person (other than the Parent Borrower) in which any other Person (other
than the Parent Borrower or any Subsidiary or any director holding qualifying
shares in compliance with applicable law) owns an Equity Interest, except to the
extent of the amount of dividends or other distributions actually paid to the
Parent Borrower or any of the Subsidiaries during such period, and (b) the
income or loss of any Person accrued prior to the date it becomes a Subsidiary
or is merged into or consolidated with the Parent Borrower or any Subsidiary or
the date that such Person's assets are acquired by the Parent Borrower or any
Subsidiary.

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

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

                  "Debt Repayment" means the repayment by Holdings, Parent
Borrower and the Subsidiaries (collectively, the "TriMas Obligors") of,
collectively, the following:



                                       15



(i) Indebtedness and other inter-company advances from Seller or any subsidiary
of Seller (other than the TriMas Obligors) outstanding as of the Effective Date
and (ii) all Indebtedness and other obligations of the TriMas Obligors in their
capacity as Subsidiary Term Borrowers owing as of the Effective Date under the
Credit Agreement dated as of November 28, 2000 among Metaldyne (f.k.a. Mascotech
Inc., Metaldyne Company LLC (f.k.a. Metalync Company LLC), the Subsidiary Term
Borrowers party thereto, the Foreign Subsidiary Borrowers party thereto, the
Lenders party thereto, JPMorgan Chase Bank, as Collateral Agent and
Administrative Agent, Credit Suisse First Boston, as Syndication Agent, Comerica
Bank, as Documentation Agent, First Union National Bank, as Documentation Agent,
National City Bank, as Documentation Agent and Bank One NA, as Documentation
Agent, as amended by Amendment No. 1 thereto.

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

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

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

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

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

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
10.02), which the parties hereto agree is June 6, 2002.

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

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

                  "Environmental Liability" means any liabilities, obligations,
damages, losses, claims, actions, suits, judgments, or orders, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, costs of administrative



                                       16




oversight, fines, natural resource damages, penalties or indemnities), of
Holdings, the Parent Borrower or any Subsidiary (including the Receivables
Subsidiary) directly or indirectly resulting from or relating to (a) compliance
or non-compliance with any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
any actual or alleged exposure to any Hazardous Materials, (d) the Release or
threatened Release of any Hazardous Materials or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

                  "Equity Issuance" means the issuance of common equity of
Holdings to the Investors in exchange for not less than $265,000,000 in cash to
Holdings as specified in the Purchase Agreement.

                  "Equity Retention" means the retention by Seller of common
stock of Holdings as specified in the Purchase Agreement.

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

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

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




                                       17



Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

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

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

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

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

                  (a) the Consolidated Net Income for such fiscal year, adjusted
           to exclude any gains or losses attributable to Prepayment Events;
           plus

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

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

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

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



                                       18




           exclude changes arising from Permitted Acquisitions) decreased
           during such fiscal year plus (iv) the net amount, if any, by
           which the consolidated accrued long-term asset accounts of
           Holdings, the Parent Borrower and its consolidated Subsidiaries
           (including the Receivables Subsidiary) (adjusted to exclude
           changes arising from Permitted Acquisitions) increased during
           such fiscal year; minus

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

                  (g) the aggregate principal amount of Long-Term Indebtedness
           repaid or prepaid by Holdings, the Parent Borrower and its
           consolidated Subsidiaries (including the Receivables Subsidiary)
           during such fiscal year, excluding (i) Indebtedness in respect of
           Revolving Loans and Letters of Credit, (ii) Term Loans prepaid
           pursuant to Section 2.11(d) or (e), and (iii) repayments or
           prepayments of Long-Term Indebtedness financed by incurring other
           Long-Term Indebtedness; minus

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

                  (i) all cash payments required to be made under the Purchase
           Agreement, including in respect of indemnity obligations, Restricted
           Stock Obligations and repurchases of stock of Seller.

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

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



                                       19




                        Date                         Amount
                        ----                         ------
                  June 30, 2002                    $12,500,000
                  September 30, 2002                $9,500,000
                  December 31, 2002                 $6,250,000
                  March 31, 2003                    $3,250,000



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

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

                  "Existing Subordinated Notes" means the 9.875% Subordinated
Notes of Holdings due 2012 in the aggregate principal amount of $352,770,000
(including the Exchange Notes issued in exchange for the initial Existing
Subordinated Notes as contemplated by the registration rights agreement related
thereto) and the Indebtedness represented thereby.

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



                                       20




the quotations for such day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

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

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

                  "Foreign Currencies" means Euro and Sterling.

                  "Foreign Currency Commitment" means, with respect to each
Revolving Lender, the commitment of such Revolving Lender to make Foreign
Currency Loans and to acquire participations in Foreign Currency Letters of
Credit, expressed as an amount representing the maximum aggregate amount of such
Revolving Lender's Foreign Currency Exposure hereunder, as such commitment may
be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or
increased from time to time pursuant to assignments by or to such Revolving
Lender pursuant to Section 10.04. The initial amount of each Revolving Lender's
Foreign Currency Commitment is set forth on Schedule 2.01, or in the Assignment
and Acceptance pursuant to which such Revolving Lender shall have assumed its
Foreign Currency Commitment, as applicable. The initial aggregate amount of the
Revolving Lenders' Foreign Currency Commitments is the Dollar Equivalent of
$25,000,000.

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

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

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



                                       21



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

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

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

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

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

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

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

                  "Foreign Security Documents" means any agreement or instrument
entered into by any Foreign Subsidiary Borrower that is reasonably requested by



                                       22




the Collateral Agent providing for a Lien over the assets (including shares of
other Subsidiaries) of such Foreign Subsidiary Borrower.

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

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

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

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

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

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

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

                  "Hazardous Materials" means all explosive, radioactive,
hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates,



                                       23



asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law.

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

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

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

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

                  "Holdings" means TriMas Corporation, a Delaware corporation.

                  "Incremental Lenders" means (a) on any Incremental Term Loan
Activation Date, the Lenders signatory to the Incremental Term Loan Activation
Notice and (b) thereafter, each Lender that has made, or acquired pursuant to an
assignment made pursuant to Section 10.04, an Incremental Term Loan.

                  "Incremental Maturity Date" means, as to the Incremental Term
Loans to be made pursuant to any Incremental Term Loan Activation Notice, the
maturity date specified in such Incremental Term Loan Activation Notice, which
date shall be a date at least 91 days after the Tranche B Maturity Date.

                  "Incremental Term Loan Activation Date" means each date, which
shall be a Business Day on or before the Incremental Term Loan Termination Date,
on which any Lender shall execute and deliver to the Administrative Agent an
Incremental Term Loan Activation Notice pursuant to Section 2.01(b).

                  "Incremental Term Loan Activation Notice" means a notice
substantially in the form of Exhibit E.

                  "Incremental Term Loan Amount" means, as to each Incremental
Lender, on and after the effectiveness of any Incremental Term Loan Activation
Notice, the obligation of such Incremental Lender to make Incremental Term Loans
hereunder in a principal amount equal to the amount set forth under the heading
"Incremental Term Loan Amount" opposite such Incremental Lender's name on such
Incremental Term Loan Activation Notice.

                  "Incremental Term Loan Effective Date" means each date, which
shall be a Business Day on or before the Incremental Term Loan Termination Date,
designated as such in an Incremental Term Loan Activation Notice.



                                       24



                  "Incremental Term Loan Termination Date" means the Tranche B
Maturity Date.

                  "Incremental Term Loans" means a Loan made pursuant to clause
(b) of Section 2.01.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money or with respect to advances of
any kind, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person upon which
interest charges are customarily paid, (d) all obligations of such Person under
conditional sale or other title retention agreements relating to property
acquired by such Person, (e) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h)
all Capital Lease Obligations of such Person, (i) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (j) all obligations, contingent or otherwise, of
such Person in respect of bankers' acceptances. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. Notwithstanding
anything to the contrary in this paragraph, the term "Indebtedness" shall not
include (a) agreements providing for indemnification, purchase price adjustments
or similar obligations incurred or assumed in connection with the acquisition or
disposition of assets or capital stock, (b) trade payables and accrued expenses
in each case arising in the ordinary course of business and (c) Restricted Stock
Obligations.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

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

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

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



                                       25



                  "Interest Expense Coverage Ratio" means, on any date, the
ratio of (a) Consolidated EBITDA to (b) the sum of (i) Consolidated Cash
Interest Expense and (ii) Preferred Dividends.

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

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

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

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

                  "Issuing Bank" means JPMCB, in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.05(i). The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, including
with respect to Foreign Currency Letters of Credit, and in each such case the
term "Issuing Bank" shall include any such Affiliate with respect to Letters of
Credit issued by such Affiliate. In the event that there is more than one
Issuing Bank at any time, references herein and in the other Loan Documents to
the Issuing Bank shall be deemed to refer to the Issuing Bank in respect of the
applicable Letter of Credit or to all Issuing Banks, as the context requires.
Notwithstanding the



                                       26




foregoing, each institution listed in Schedule 1.01(a) shall be deemed to be an
Issuing Bank with respect to the Existing Letters of Credit issued by it.

                  "JPMCB" means JPMorgan Chase Bank.

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

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

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

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

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

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

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance or an Incremental Term Loan Activation Notice, as the case may be,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

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

                  "Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of Holdings ended on such date (or, if such date is
not the last day of a fiscal quarter, ended on the last day of the fiscal
quarter of Holdings most recently ended prior to such date for which financial
statements are available), provided that, (i) prior to June 29, 2003 and (ii)
solely for purposes of Section 6.13, Total Indebtedness shall not include



                                       27




an aggregate principal amount of Add-On Notes equal to the Net Proceeds from the
issuance of the Add-On Notes which has not been applied to effect one or more
Permitted Acquisitions (except for $20,000,000 of such Net Proceeds, which
Holdings may use to purchase, repurchase, redeem or otherwise acquire its Equity
Interest held by, directly or indirectly, Metaldyne Corporation pursuant to
Section 6.08(a)(vii)).

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

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

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

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

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




                                       28



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

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

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

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, operations, properties, assets, financial condition, or
material agreements of Holdings, the Parent Borrower and the Subsidiaries
(including the Receivables Subsidiary), taken as a whole (it being understood
that any effect on the business, operations, properties, assets, financial
condition, or material agreements of Holdings, the Parent Borrower and the
Subsidiaries (including the Receivables Subsidiary) resulting from the Asset
Dropdown will not constitute a material adverse effect for purposes of this
clause (a)), (b) the ability of any Loan Party in any material respect to
perform any of its obligations under any Loan Document or (c) the rights of or
benefits available to the Lenders under any Loan Document.

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

                  "Material Indebtedness" means (a) Indebtedness in respect of
the Existing Subordinated Notes, the Permitted Senior Notes, the Permitted
Subordinated Notes and the Permitted Acquisition Subordinated Notes, (b)
obligations in respect of the Permitted Receivables Financing and (c) any other
Indebtedness (other than the Loans and Letters of Credit), or obligations in
respect of one or more Hedging Agreements, of any one or more of Holdings, the
Parent Borrower and its Subsidiaries evidencing an aggregate outstanding
principal amount exceeding $10,000,000. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of Holdings, the Parent
Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall
be the maximum aggregate amount (giving effect to any netting agreements) that
Holdings, the Parent Borrower or such Subsidiary would be required to pay if
such Hedging Agreement were terminated at such time.

                  "Metaldyne Fittings Acquisition" means the acquisition by the
Parent Borrower or a Subsidiary of all or substantially all the assets
constituting the fastners business from Metaldyne Company LLC.

                  "Mexican Sale Leaseback" means the sale and lease back
transaction pending as of the Effective Date relating to the property located in
Mexico City, Mexico.

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



                                       29



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

                  "Mortgaged Property" means, initially, each parcel of real
property and the improvements thereto owned by a Loan Party and identified on
Schedule 1.01(a), and includes each other parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.12 or 5.13.

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

                  "Net Proceeds" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any noncash proceeds, but only as and when received, (ii) in the case
of a casualty, insurance proceeds in excess of $1,000,000 and (iii) in the case
of a condemnation or similar event, condemnation awards and similar payments,
net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid by
Holdings, the Parent Borrower and the Subsidiaries to third parties (other than
Affiliates) in connection with such event, (ii) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback
transaction or a casualty or a condemnation or similar proceeding), the amount
of all payments required to be made by Holdings, the Parent Borrower and the
Subsidiaries as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result
of such event, and (iii) the amount of all Taxes paid (or reasonably estimated
to be payable) by Holdings, the Parent Borrower and the Subsidiaries, and the
amount of any reserves established by Holdings, the Parent Borrower and the
Subsidiaries to fund contingent liabilities reasonably estimated to be payable,
in each case during the 24-month period immediately following such event and
that are directly attributable to such event (as determined reasonably and in
good faith by the chief financial officer of Holdings or the Parent Borrower) to
the extent such liabilities are actually paid within such applicable time
periods. Notwithstanding anything to the contrary set forth above, the proceeds
of any sale, transfer or other disposition of receivables (or any interest
therein) pursuant to any Permitted Receivables Financing shall not be deemed to
constitute Net Proceeds.

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



                                       30



                  "New Tranche B Term Loans" means Loans made on the Restatement
Effective Date in an aggregate amount not to exceed $75,000,000 pursuant to
clause (i) of Section 2.01(a).

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

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

                  "Parent Borrower" means TriMas Company LLC, a Delaware limited
liability company.

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

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

                  "Permitted Acquisition" means any acquisition, whether by
purchase, merger, consolidation or otherwise, by the Parent Borrower or a
Subsidiary of all or substantially all the assets of, or all the Equity
Interests in, a Person or a division, line of business or other business unit of
a Person so long as (a) such acquisition shall not have been preceded by a
tender offer that has not been approved or otherwise recommended by the board of
directors of such Person, (b) such assets are to be used in, or such Person so
acquired is engaged in, as the case may be, a business of the type conducted by
the Parent Borrower and its Subsidiaries on the date of execution of this
Agreement or in a business reasonably related thereto, (c) such acquisition
shall be financed with proceeds from (i) Revolving Loans (subject to Section
6.01(a)(i)), Incremental Term Loans, Add-On Notes, Permitted Acquisition
Subordinated Notes, Acquisition Lease Financings, Permitted Receivables
Financings (subject to Section 6.01(a)(ii)) and/or Qualified Holdings Preferred
Stock issued and outstanding pursuant to clause (b) of the definition of
Qualified Holdings Preferred Stock, (ii) the issuance of Equity Interests by
Holdings, (iii) Excess Cash Flow not required to be used to prepay Term Loans
pursuant to Section 2.11(e) or (iv) any combination thereof and (d) immediately
after giving effect thereto, (i) no Default has occurred and is continuing or
would result therefrom, (ii) all transactions related thereto are consummated in
all material respects in accordance with applicable laws, (iii) all the Equity
Interests (other than Assumed Preferred Stock) of each Subsidiary formed for the
purpose of or resulting from such acquisition shall be owned directly by the
Parent Borrower or a Subsidiary and all actions required to be taken under
Sections 5.12 and 5.13 have been taken, (iv) Holdings, the Parent Borrower and
its Subsidiaries are in compliance, on a pro forma basis after giving effect to
such acquisition, with the covenants contained in Section 6.13 recomputed as at
the last day of the most recently ended fiscal quarter of Holdings for which
financial statements are



                                       31




available, as if such acquisition (and any related incurrence or repayment of
Indebtedness) had occurred on the first day of each relevant period for testing
such compliance (provided that any acquisition that occurs prior to the first
testing period under such Sections shall be deemed to have occurred during such
first testing period), (v) any Indebtedness or any preferred stock that is
incurred, acquired or assumed in connection with such acquisition shall be in
compliance with Section 6.01 and (vi) the Parent Borrower has delivered to the
Administrative Agent an officers' certificate to the effect set forth in clauses
(a), (b), (c) and (d) (i) through (vi) above, together with all relevant
financial information for the Person or assets to be acquired. Notwithstanding
any of the foregoing to the contrary, the Metaldyne Fittings Acquisition shall
be deemed a Permitted Acquisition.

                  "Permitted Acquisition Subordinated Notes" means Indebtedness
of Holdings or the Parent Borrower in an aggregate principal amount not to
exceed at any time the sum of (x) $250,000,000 and (y) the amount of any
underwriting or placement discounts, fees or commissions and other financing
expenses incurred to yield net proceeds of $250,000,000, less the liquidation
value of any applicable Qualified Holdings Preferred Stock issued and
outstanding pursuant to clause (b) of the definition of Qualified Holdings
Preferred Stock, provided that (a) such Indebtedness and any related Guarantees
shall not be secured by any Lien, (b) such Indebtedness shall be subject to
subordination and intercreditor provisions that are no more favorable to the
holders or obligees thereof than the subordination or intercreditor provisions
of the Existing Subordinated Notes in any material respect, (c) such
Indebtedness shall not have any principal payments due prior to the date that is
12 months after the later of the Tranche B Maturity Date and the Incremental
Maturity Date, whether at maturity or otherwise, except upon the occurrence of a
change of control or similar event (including asset sales), in each case so long
as the provisions relating to change of control or similar events (including
asset sales) included in the governing instrument of such Indebtedness provide
that the provisions of this Agreement must be satisfied prior to the
satisfaction of such provisions of such Indebtedness and (d) such Indebtedness
bears interest at a fixed rate, which rate shall be, in the good faith judgment
of the Parent Borrower's board of directors, consistent with the market at the
time of issuance for similar Indebtedness for comparable issuers or borrowers.

                  "Permitted Capital Expenditure Amount" means (a) with respect
to the three-fiscal-quarter period ending December 31, 2002, $30,000,000 and (b)
with respect to any fiscal year thereafter, the sum of (i) the Base Amount for
such fiscal year as specified below, (ii) 10% of Acquired Assets (the "Acquired
Assets Amount") and (iii) for each fiscal year after any Acquired Assets Amount
are initially included in clause (ii) above, 5% of such Acquired Assets Amount,
calculated on a cumulative basis.



                                       32




                Fiscal Year Ended                      Base Amount
                -----------------                      -----------
                      2003                             $37,500,000
               2004 and thereafter                     $40,000,000




                  "Permitted Encumbrances" means:

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

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

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

                  (d) deposits to secure the performance of bids, trade
           contracts, leases, statutory obligations, surety and appeal bonds,
           performance bonds and other obligations of a like nature, in each
           case in the ordinary course of business and Liens in respect of the
           proceeds from the issuance of Permitted Acquisition Subordinated
           Notes held by a trustee or an agent prior to the consummation of a
           Permitted Acquisition;

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

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

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

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

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



                                       33



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

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

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

                  "Permitted Investments" means:

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

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

                  (c) investments in certificates of deposit, banker's
           acceptances and time deposits maturing within one year from the date
           of acquisition thereof issued or guaranteed by or placed with, and
           money market deposit accounts issued or offered by, any domestic
           office of any commercial bank organized under the laws of the United
           States of America or any State thereof which has a combined capital
           and surplus and undivided profits of not less than $500,000,000;

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

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

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

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



                                       34



                  (h) cash; and

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

                  "Permitted Joint Venture and Foreign Subsidiary Investments"
means investments by Holdings, the Parent Borrower or any Subsidiary in the
Equity Interests of (a) any Person that is not a Subsidiary or (b) any Person
that is a Foreign Subsidiary, in an aggregate amount not to exceed $50,000,000.

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

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

                  "Permitted Senior Notes" means Indebtedness of Holdings or the
Parent Borrower, provided that (a) such Indebtedness and any related Guarantees
shall not be secured by any Lien, (b) the net proceeds from such Indebtedness
shall be used to prepay Term Loans pursuant to Section 2.11(d), except that up
to $250,000,000 in proceeds from such Indebtedness may instead be used to repay
Revolving Loans pursuant to Section 2.09(a) and reduce the balances in respect
of the Permitted Receivables Financing, in either case, only if, immediately
after giving effect to such repayment, the Senior Leverage Ratio is less than
3.00 to 1.00, (c) such Indebtedness shall not have any principal payments due
prior to the date that is 12 months after the later of the Tranche B Maturity
Date and the Incremental Maturity Date, whether at maturity or otherwise, except
upon the occurrence of a change of control or similar event (including asset
sales), in each case so long as the provisions relating to change of control or
similar events (including asset sales) included in the governing instrument of
such Indebtedness provide that the provisions of this Agreement must be
satisfied prior to the satisfaction of such provisions of such Indebtedness and
(d) such Indebtedness bears interest at a fixed rate, which rate shall be, in
the good faith judgment of the Parent Borrower's board of directors, consistent
with the market at the time of issuance for similar Indebtedness for comparable
issuers or borrowers.

                  "Permitted Subordinated Notes" means Indebtedness of Holdings
or the Parent Borrower, provided that (a) such Indebtedness and any related
Guarantees shall not be secured by any Lien, (b) such Indebtedness shall be
subject to subordination and intercreditor provisions that are no more favorable
to the holders or obligees thereof than the subordination or intercreditor
provisions of the Existing Subordinated Notes in any material respect, (c) the
Net Proceeds from such Indebtedness shall be used to prepay Term Loans pursuant
to Section 2.11(d), except that (i) up to $250,000,000 in proceeds




                                       35




from such Indebtedness may instead be used to repay Revolving Loans pursuant to
Section 2.09(a) and reduce the balances in respect of the Permitted Receivables
Financing and (ii) the Net Proceeds from the issuance of the Add-On Notes may be
used to effect one or more Permitted Acquisitions or for the purposes specified
in Section 6.08(a)(vii), from the date of such issuance through June 29, 2003
and after June 29, 2003, to the extent not so used, such Net Proceeds shall be
used to prepay Term Loans pursuant to Section 2.11(d), in each case (except for
use of the Net Proceeds from the issuance of the Add-On Notes to repay Term
Loans pursuant to Section 2.11(d)), only if, immediately after giving effect to
such repayment, the Senior Leverage Ratio is less than 3.00 to 1.00, (d) such
Indebtedness shall not have any principal payments due prior to the date that is
12 months after the later of the Tranche B Maturity Date and the Incremental
Maturity Date, whether at maturity or otherwise, except upon the occurrence of a
change of control or similar event (including asset sales), in each case so long
as the provisions relating to change of control or similar events (including
asset sales) included in the governing instrument of such Indebtedness provide
that the provisions of this Agreement must be satisfied prior to the
satisfaction of such provisions of such Indebtedness and (e) such Indebtedness
bears interest at a fixed rate, which rate shall be, in the good faith judgment
of the Parent Borrower's board of directors, consistent with the market at the
time of issuance for similar Indebtedness for comparable issuers of borrowers.

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

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

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

                  "Preferred Dividends" means any cash dividends of Holdings
permitted hereunder paid with respect to preferred stock of Holdings.

                  "Prepayment Event" means:

                  (a) any sale, transfer or other disposition (including
           pursuant to a sale and leaseback transaction) of any property or
           asset of Holdings, the Parent Borrower or any Subsidiary, other than
           dispositions described in clauses (a), (b), (c), (d), (f), (g) and
           (j) (but only to the extent the sales, transfers or other
           dispositions under clause (j)(ii) thereof do not exceed $25,000,000
           thereof) of Section 6.05 and Section 6.06(a), provided that
           Acquisition Lease Financings and the Mexican Sale Leaseback shall not
           constitute a Prepayment Event; or



                                       36



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

                  (c) the incurrence by Holdings, the Parent Borrower or any
           Subsidiary of any Indebtedness, other than Indebtedness permitted by
           Section 6.01(a) (except for Permitted Senior Notes (except to the
           extent proceeds therefrom are permitted to be used for other purposes
           pursuant to clause (b) of the definition thereof) and Permitted
           Subordinated Notes (except to the extent proceeds therefrom are
           permitted to be used for other purposes pursuant to clause (c) of the
           definition thereof)).

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

                  "Purchase Agreement" means the Stock Purchase Agreement dated
as of May 17, 2002, among Heartland, Holdings and Seller as amended,
supplemented or otherwise modified from time to time.

                  "Qualified Holdings Preferred Stock" means any preferred
capital stock or preferred equity interest of Holdings (a)(i) that does not
provide for any cash dividend payments or other cash distributions in respect
thereof prior to the Tranche B Maturity Date and (ii) that by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable or exercisable) or upon the happening of any event does not (A)(x)
mature or become mandatorily redeemable pursuant to a sinking fund obligation or
otherwise; (y) become convertible or exchangeable at the option of the holder
thereof for Indebtedness or preferred stock that is not Qualified Holdings
Preferred Stock; or (z) become redeemable at the option of the holder thereof
(other than as a result of a change of control event), in whole or in part, in
each case on or prior to the first anniversary of the Tranche B Maturity Date
and (B) provide holders thereunder with any rights upon the occurrence of a
"change of control" event prior to the repayment of the Obligations under the
Loan Documents, (b) with respect to which Holdings has delivered a notice to the
Administrative Agent that it has issued preferred stock or preferred equity
interest in lieu of incurring (x) Permitted Acquisition Subordination Notes or
(y) Indebtedness permitted by clause (xiii) under Section 6.01(a), with such
notice specifying to which of such Indebtedness such preferred stock or
preferred equity interest applies; provided that (i) the aggregate liquidation
value of all such preferred stock or preferred equity interest issued pursuant
to this clause (b) shall not exceed at any time the dollar limitation related to
the applicable Indebtedness hereunder, less the aggregate principal amount of
such Indebtedness then outstanding and (ii) the terms of such preferred stock or
preferred equity interests (x) shall provide that upon a default thereof, the
remedies of



                                       37




the holders thereof shall be limited to the right to additional representation
on the board of directors of Holdings and (y) shall otherwise be no less
favorable to the Lenders, in the aggregate, than the terms of the applicable
Indebtedness or (c) having an aggregate initial liquidation value not to exceed
$25,000,000, provided that the terms of such preferred stock or preferred equity
interests shall provide that upon a default thereof, the remedies of the holders
thereof shall be limited to the right to additional representation on the board
of directors of Holdings.

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

                  "Receivables Purchase Agreement" means (a) the Receivables
Purchase Agreement dated as of June 6, 2002 among the Receivables Subsidiary,
Holdings, the Parent Borrower and the Subsidiaries party thereto, related to the
Permitted Receivables Financing, as may be amended, supplemented or otherwise
modified to the extent permitted by Section 6.11 and (b) any agreement replacing
such Receivables Purchase Agreement, provided that such replacing agreement
contains terms that are substantially similar to such Receivables Purchase
Agreement and that are otherwise no more adverse to the Lenders than the
applicable terms of such Receivables Purchase Agreement.

                  "Receivables Subsidiary" means TSPC, Inc., a Nevada
corporation.

                  "Receivables Transfer Agreement" means (a) the Receivables
Transfer Agreement dated as of June 6, 2002, among the Receivables Subsidiary,
Holdings and the purchasers party thereto, relating to the Permitted Receivables
Financing, as may be amended, supplemented or otherwise modified to the extent
permitted by Section 6.11 and (b) any agreement replacing such Receivables
Transfer Agreement, provided that such replacing agreement contains terms that
are substantially similar to such Receivables Transfer Agreement and that are
otherwise no more adverse to the Lenders than the applicable terms of such
Receivables Transfer Agreement.

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

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

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

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



                                       38



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

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

                  "Restatement Effective Date" means June 6, 2003.

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

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

                  "Restricted Stock Obligation" means any obligation of
Holdings, the Parent Borrower or any of the Subsidiaries either (i) to reimburse
Seller for its obligations in respect of restricted stock awards as provided by
the terms of the Purchase Agreement or (ii) any obligation of Holdings, the
Parent Borrower or any of the Subsidiaries created in substitution therefor
through a new restricted stock award program of Holdings (but not in cash
amounts that would exceed those contemplated by the Purchase Agreement as in
effect on the Effective Date).

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

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



                                       39




in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Revolving Commitment, as applicable. The initial aggregate amount of
the Lenders' Revolving Commitments is $150,000,000.

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

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

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

                  "Revolving Maturity Date" means December 31, 2007, or, if such
day is not a Business Day, the first Business Day thereafter.

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

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

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

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

                  "Seller" means Metaldyne Corporation, a Delaware corporation.

                  "Senior Indebtedness" means Total Indebtedness less
Subordinated Debt.

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



                                       40



                  "Shareholder Agreement" means the Shareholders Agreement dated
as of June 6, 2002, among Holdings, Heartland and the other parties thereto, as
amended from time to time.

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

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

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

                  "Subordinated Debt" means the Existing Subordinated Notes, the
Permitted Subordinated Notes, the Permitted Acquisition Subordinated Notes and
any other subordinated Indebtedness of Holdings, the Parent Borrower or any
Subsidiary.

                  "Subordinated Notes Documents" means the indenture under which
any of the Existing Subordinated Notes, the Permitted Subordinated Notes and the
Permitted Acquisition Subordinated Notes are issued and all other instruments,
agreements and other documents evidencing or governing such Notes or providing
for any Guarantee or other right in respect thereof.

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



                                       41



                  "Subsidiary" means any subsidiary of the Parent Borrower or
Holdings, as the context requires, including the Subsidiary Term Borrowers and
the Foreign Subsidiary Borrowers. Unless expressly otherwise provided, the term
"Subsidiary" shall not include the Receivables Subsidiary.

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

                  "Subsidiary Term Borrowers" means each direct or indirect
wholly owned domestic subsidiary of the Parent Borrower listed on the signature
page hereof.

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

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

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

                  "Synthetic Purchase Agreement" means any swap, derivative or
other agreement or combination of agreements pursuant to which Holdings, the
Parent Borrower or a Subsidiary is or may become obligated to make (i) any
payment (other than in the form of Equity Interests of Holdings) in connection
with a purchase by a third party from a Person other than Holdings, the Parent
Borrower or a Subsidiary of any Equity Interest or Restricted Indebtedness or
(ii) any payment (other than on account of a permitted purchase by it of any
Equity Interest or any Restricted Indebtedness) the amount of which is
determined by reference to the price or value at any time of any Equity Interest
or Restricted Indebtedness; provided that (i) the Restricted Stock Obligations
or other obligations under the Purchase Agreement or (ii) phantom stock or
similar plans providing for payments only to current or former directors,
officers, consultants, advisors or employees of Holdings, the Parent Borrower or
the Subsidiaries (or to their heirs or estates) shall not be deemed to be a
Synthetic Purchase Agreement.

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



                                       42



                  "Term Loan Borrowers" means the Parent Borrower and the
Subsidiary Term Borrowers.

                  "Term Loans" means Tranche B Term Loans and Incremental Term
Loans.

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

                  "Total Indebtedness" means, as of any date, the sum of,
without duplication, (a) the aggregate principal amount of Indebtedness of
Holdings, the Parent Borrower and the Subsidiaries outstanding as of such date,
in the amount that would be reflected on a balance sheet prepared as of such
date on a consolidated basis in accordance with GAAP, plus (b) the aggregate
"Net Investment" as defined in Annex A to the Receivables Transfer Agreement,
plus (c) the aggregate principal amount of Indebtedness of Holdings, the Parent
Borrower and the Subsidiaries outstanding as of such date that is not required
to be reflected on a balance sheet in accordance with GAAP, determined on a
consolidated basis; provided that, for purposes of clause (c) above, the term
"Indebtedness" shall not include (i) contingent obligations of Holdings, the
Parent Borrower or any Subsidiary as an account party in respect of any letter
of credit or letter of guaranty unless, without duplication, such letter of
credit or letter of guaranty supports an obligation that constitutes
Indebtedness and (ii) Indebtedness described in Section 6.01(a)(xii).

                  "Tranche B Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Tranche B Term Loan hereunder on
the Effective Date, or in the case of New Tranche B Term Loans, on the
Restatement Effective Date, expressed as an amount representing the maximum
principal amount of the Tranche B Term Loan to be made by such Lender hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.08
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 10.04. The initial amount of each Lender's
Tranche B Commitment is set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Tranche B
Commitment, as applicable. The aggregate amount of the Lenders' Tranche B
Commitments is $335,000,000.



                                       43



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

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

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

                  "Transactions" means the Acquisition Transactions and the
Financing Transactions.


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

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

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

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



                                       44



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

                  SECTION 1.05. Exchange Rates. (a) Not later than 1:00 p.m.,
New York City time, on each Calculation Date beginning with the date on which
the initial Foreign Currency Borrowing is made or the initial Foreign Currency
Letter of Credit is issued, the Administrative Agent shall (i) determine the
Exchange Rate as of such Calculation Date with respect to each Foreign Currency
and (ii) give notice thereof to the Revolving Lenders and the Parent Borrower
(on behalf of itself and the Foreign Subsidiary Borrowers). The Exchange Rates
so determined shall become effective on the first Business Day immediately
following the relevant Calculation Date (a "Recalculation Date"), shall remain
effective until the next succeeding Recalculation Date, and shall for all
purposes of this Agreement (other than Section 9.01, Section 10.14 or any other
provision expressly requiring the use of a current Exchange Rate) be the
Exchange Rates employed in converting any amounts between dollars and Foreign
Currencies.

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

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



                                       45



Foreign Currency Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with respect
to such Foreign Currency Borrowing, at the end of the then current Interest
Period.

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

                                   ARTICLE II

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

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

                  (b) The Parent Borrower and all or certain of the Lenders may,
up to three times during the period from and including the Effective Date to but
excluding the Incremental Term Loan Termination Date, agree that such Lenders
shall become Incremental Lenders or increase the principal amount of their
Incremental Term Loans by executing and delivering to the Administrative Agent
an Incremental Term Loan Activation Notice specifying (i) the respective
Incremental Term Loan Amount of such Incremental Lenders, (ii) the applicable
Incremental Term Loan Effective Date, (iii) the applicable Incremental Maturity
Date, (iv) the amortization schedule for the applicable Incremental Term Loans,
which shall comply with subsection 2.10(b) and (v) the Applicable Rate for the
Incremental Term Loans to be made pursuant to such Incremental Term Loan
Activation Notice, and which shall be otherwise duly completed. Each Incremental
Lender that is a signatory to an Incremental Term Loan Activation Notice
severally agrees, on the terms and conditions of this Agreement, to make an
Incremental Term Loan to the Parent Borrower on the Incremental Term Loan
Effective Date specified in such Incremental Term Loan Activation Notice in a
principal amount not to exceed the amount of the Incremental Term Loan Amount of
such Incremental Lender specified in such Incremental Term Loan Activation
Notice. Subject to the terms and conditions of this Agreement, the Parent
Borrower may convert Incremental Term Loans of one Type into Incremental Term
Loans of another Type (as provided in Section 2.07) or continue Incremental Term
Loans of one Type as Incremental Term Loans of the same Type (as provided in
Section 2.07). Nothing in this subsection 2.01(b) shall be construed to obligate
any Lender to execute an Incremental Term Loan Activation Notice.



                                       46




Notwithstanding the foregoing, the aggregate amount of Incremental Term Loans
shall not exceed $125,000,000.

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

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

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

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

                  (d) Notwithstanding any other provision of this Agreement,
none of the Parent Borrower, any Subsidiary Term Borrower or any Foreign
Subsidiary Borrower



                                       47




shall be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the
Revolving Maturity Date, Tranche B Maturity Date or Incremental Maturity Date,
as applicable.

                  (e) Notwithstanding any other provision of this Agreement, but
subject to Article IX, a Lender with no Foreign Currency Commitment hereunder
shall not be obligated to make or participate in any Foreign Currency Loans.

                  SECTION 2.03. Requests for Borrowings. To request a Revolving
Loan or Term Loan, the Parent Borrower or the applicable Subsidiary Term
Borrower or, in the case of a Foreign Currency Borrowing, the applicable Foreign
Subsidiary Borrower, shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00
noon, New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New
York City time, one Business Day before the date of the proposed Borrowing;
provided that any such notice of an ABR Revolving Loan to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be
given not later than 10:00 a.m., New York City time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Parent Borrower or Subsidiary Term Borrower, as the case may
be, and, in the case of a Foreign Currency Borrowing, the applicable Foreign
Subsidiary Borrower. Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.02:

                         (i) whether the requested Borrowing is to be a
           Revolving Loan, Tranche B Term Loan or Incremental Term Loan;

                         (ii) the aggregate amount of such Borrowing;

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

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

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

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

                         (vii) the location and number of the Parent Borrower's,
           the applicable Subsidiary Term Borrower's, or the applicable Foreign
           Subsidiary



                                       48



           Borrower's, as the case may be, account to which funds are to be
           disbursed, which shall comply with the requirements of Section
           2.06.

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

                  SECTION 2.04. Swingline Loans. (a)Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Parent Borrower from time to time during the Revolving Availability
Period, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline Loans
exceeding $20,000,000 or (ii) the sum of the total Revolving Exposures exceeding
the total Revolving Commitments; provided that the Swingline Lender shall not be
required to make a Swingline Loan to refinance an outstanding Swingline Loan. On
the last day of each month during the Revolving Availability Period, the Parent
Borrower shall repay any outstanding Swingline Loans. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Parent
Borrower may borrow, prepay and reborrow Swingline Loans.

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

                  (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Applicable Percentage of



                                       49




such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender's
Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever (provided that such payment shall not cause such
Lender's Revolving Exposure to exceed such Lender's Revolving Commitment). Each
Revolving Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in
Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall
apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Revolving Lenders. The Administrative Agent
shall notify the Parent Borrower of any participations in any Swingline Loan
acquired pursuant to this paragraph, and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Parent
Borrower (or other party on behalf of the Parent Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale
of participations therein shall be promptly remitted to the Administrative
Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Revolving Lenders that shall have
made their payments pursuant to this paragraph and to the Swingline Lender, as
their interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Parent Borrower of any default
in the payment thereof.

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



                                       50



                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Parent Borrower or
the applicable Foreign Subsidiary Borrower, as the case may be, shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the Parent Borrower or the
applicable Foreign Subsidiary Borrower, as the case may be, also shall submit a
letter of credit application on the Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Parent Borrower or the applicable Foreign
Subsidiary Borrower, as the case may be, shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $40,000,000, (ii) the total
Revolving Exposures shall not exceed the total Revolving Commitments and (iii)
the total Foreign Currency Exposures shall not exceed the total Foreign Currency
Commitments.

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

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Parent Borrower or the applicable Foreign Subsidiary
Borrower, as the case may be, on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the
Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may
be, for any reason. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any



                                       51



amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Notwithstanding the foregoing or any other provision of
this Agreement, but subject to Article IX, a Lender with no Foreign Currency
Commitment hereunder shall not be obligated to participate in any Foreign
Currency Letter of Credit.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Parent Borrower or the
applicable Foreign Subsidiary Borrower, as the case may be, shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Parent Borrower or the applicable Foreign
Subsidiary Borrower, as the case may be, shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time or London time (in the case
of Foreign Currency Letters of Credit), on such date, or, if such notice has not
been received by the Parent Borrower or the applicable Foreign Subsidiary
Borrower, as the case may be, prior to such time on such date, then not later
than 12:00 noon, New York City time or London time (in the case of Foreign
Currency Letters of Credit), on the Business Day immediately following the day
that the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the
case may be, receives such notice; provided that (i) the Parent Borrower may,
subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving
Loan or Swingline Loan in an equivalent amount and, to the extent so financed,
the Parent Borrower's obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Loan or Swingline Loan and (ii) such
Foreign Subsidiary Borrower may, subject to the conditions to borrowing set
forth herein, request in accordance with Section 2.03 that such payment be
financed with a Eurocurrency Revolving Loan in an equivalent amount in the
applicable Foreign Currency and, to the extent so financed, such Foreign
Subsidiary Borrower's obligation to make such payment shall be discharged and
replaced by the resulting Eurocurrency Revolving Loan. If the Parent Borrower or
the applicable Foreign Subsidiary Borrower, as the case may be, fails to make
such payment when due, the Administrative Agent shall notify each Revolving
Lender of the applicable LC Disbursement, the payment then due from the Parent
Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, in
respect thereof and such Lender's Applicable Percentage thereof. Promptly
following receipt of such notice, each Revolving Lender shall pay to the
Administrative Agent its Applicable Percentage of the unreimbursed LC
Disbursement in the same manner as provided in Section 2.06 with respect to
Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Parent Borrower or the applicable Foreign Subsidiary Borrower,
as the case may be, pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the Issuing Bank or, to the extent that Revolving
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then distribute such payment to such Lenders and the Issuing




                                       52



Bank as their interests may appear. Any payment made by a Revolving Lender
pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve the Parent
Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, of
its obligation to reimburse such LC Disbursement.

                  (f) Obligations Absolute. The obligation of the Parent
Borrower or any Foreign Subsidiary Borrower to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever and irrespective of
(i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the Issuing Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the obligations of the Parent Borrower or any
Foreign Subsidiary Borrower hereunder. None of the Administrative Agent, the
Lenders or the Issuing Bank, or any of their Related Parties, shall have any
liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank; provided
that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Parent Borrower or any applicable Foreign Subsidiary Borrower,
as the case may be, to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Parent Borrower or any applicable Foreign Subsidiary Borrower, as the case may
be, to the extent permitted by applicable law) suffered by the Parent Borrower
or any applicable Foreign Subsidiary Borrower, as the case may be, that are
caused by the Issuing Bank's failure to exercise care when determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or wilful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be
deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the



                                       53



contrary, or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit.

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

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

                  (i) Replacement of the Issuing Bank; Additional Issuing Banks.
The Issuing Bank may be replaced at any time by written agreement among the
Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers), the
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank.
One or more Lenders may be appointed as additional Issuing Banks by written
agreement among the Parent Borrower (on behalf of itself and the Foreign
Subsidiary Borrowers), the Administrative Agent (whose consent will not be
unreasonably withheld) and the Lender that is to be so appointed. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank or any such additional Issuing Bank. At the time any such
replacement shall become effective, the Parent Borrower (on behalf of itself and
the Foreign Subsidiary Borrowers) shall pay all unpaid fees accrued for the
account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after
the effective date of any such replacement or addition, as applicable, (i) the
successor or additional Issuing Bank shall have all the rights and obligations
of the Issuing Bank under this Agreement with respect to Letters of Credit to be
issued thereafter and (ii) references herein to the term "Issuing Bank" shall be
deemed to refer to such successor or such addition or to any previous



                                       54




Issuing Bank, or to such successor or such addition and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit. If
at any time there is more than one Issuing Bank hereunder, the Parent Borrower
(on behalf of itself and the Foreign Subsidiary Borrowers) may, in its
discretion, select which Issuing Bank is to issue any particular Letter of
Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Parent Borrower or any
Foreign Subsidiary Borrower receives notice from the Administrative Agent or the
Required Lenders (or, if the maturity of the Loans has been accelerated,
Revolving Lenders with LC Exposure representing greater than 50% of the total LC
Exposure) demanding the deposit of cash collateral pursuant to this paragraph,
the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be,
shall deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Lenders, an amount in cash in
the applicable currency equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Parent Borrower
or any Foreign Subsidiary Borrower described in clause (h) or (i) of Article
VII. Each such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the obligations of the Parent Borrower and
the Foreign Subsidiary Borrowers under this Agreement. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the risk and expense of the Parent
Borrower and the Foreign Subsidiary Borrowers, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in
such account. Moneys in such account shall be applied by the Administrative
Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Parent Borrower and the
Foreign Subsidiary Borrowers for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of
Revolving Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other obligations of the Parent Borrower and
the Foreign Subsidiary Borrowers under this Agreement. If the Parent Borrower or
any Foreign Subsidiary Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such
amount plus any accrued interest or realized profits of such amounts (to the
extent not applied as aforesaid) shall be returned to the Parent Borrower or
such Foreign Subsidiary Borrower within three Business Days after all Events of
Default have been cured or waived. If the Parent Borrower is required to provide
an amount of such collateral hereunder pursuant to Section 2.11(b), such amount
plus any accrued interest or realized profits on account of such amount (to the
extent not applied as aforesaid) shall be



                                       55




returned to the Parent Borrower as and to the extent that, after giving effect
to such return, the Parent Borrower would remain in compliance with Section
2.11(b) and no Default or Event of Default shall have occurred and be
continuing.

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

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



                                       56



                  SECTION 2.07. Interest Elections. (a) Each Revolving Loan and
Term Loan initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurocurrency Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Parent
Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign
Subsidiary Borrower, as the case may be, may elect to convert such Borrowing to
a different Type or to continue such Borrowing and, in the case of a
Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Parent Borrower, the applicable Subsidiary Term Borrower or
the applicable Foreign Subsidiary Borrower, as the case may be, may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Loans, which may not be converted or continued.

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

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

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

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

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

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



                                       57



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

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

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

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

                  (b) The Parent Borrower (on behalf of itself, the Subsidiary
Term Borrowers and the Foreign Subsidiary Borrowers) may at any time terminate,
or from time to time reduce, the Commitments of any Class (it being understood
that reductions of Revolving Commitments will automatically reduce Foreign
Currency Commitments on a pro rata basis); provided that (i) each reduction of
the Commitments of any Class shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000 and (ii) the Revolving Commitments
shall not be terminated or reduced if, after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 2.11, the sum of
the Revolving Exposures would exceed the total Revolving Commitments.

                  (c) The Parent Borrower (on behalf of itself, the Subsidiary
Term Borrowers and the Foreign Subsidiary Borrowers) shall notify the
Administrative Agent of any election to terminate or reduce the Commitments
under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and
the effective date thereof. Promptly following




                                       58



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

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

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

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

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the



                                       59




obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in
any manner affect the obligation of the Parent Borrower, the Subsidiary Term
Borrowers and the Foreign Subsidiary Borrowers to repay the Loans in accordance
with the terms of this Agreement.

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

                  SECTION 2.10. Amortization of Term Loans. (a) Subject to
adjustment pursuant to paragraph (e) of this Section, the Term Loan Borrowers
shall repay Tranche B Term Loans on each date set forth below in the aggregate
principal amount set forth opposite such date:




                                                                                         Amount Allocated to
                                                               Amount Allocated to          Tranche B Term
                                                              Tranche B Term Loans          Loans made on
                                                                      made on           Restatement Effective
              Date                            Amount              Effective Date                 Date
- -------------------------------      ----------------------  -----------------------   ---------------------

December 31, 2002                         $ 625,000.00            $ 625,000.00

March 31, 2003                            $ 625,000.00            $ 625,000.00

June 30, 2003                             $ 819,711.40            $ 625,000.00             $ 194,711.40

September 30, 2003                        $ 819,711.40            $ 625,000.00             $ 194,711.40

December 31, 2003                         $ 819,711.40            $ 625,000.00             $ 194,711.40

March 31, 2004                            $ 819,711.40            $ 625,000.00             $ 194,711.40

June 30, 2004                             $ 819,711.40            $ 625,000.00             $ 194,711.40

September 30, 2004                        $ 819,711.40            $ 625,000.00             $ 194,711.40

December 31, 2004                         $ 819,711.40            $ 625,000.00             $ 194,711.40

March 31, 2005                            $ 819,711.40            $ 625,000.00             $ 194,711.40

June 30, 2005                             $ 819,711.40            $ 625,000.00             $ 194,711.40

September 30, 2005                        $ 819,711.40            $ 625,000.00             $ 194,711.40

December 31, 2005                         $ 819,711.40            $ 625,000.00             $ 194,711.40




                                       60






                                                                                         Amount Allocated to
                                                               Amount Allocated to          Tranche B Term
                                                              Tranche B Term Loans          Loans made on
                                                                      made on           Restatement Effective
              Date                            Amount              Effective Date                 Date
- -------------------------------      ----------------------  -----------------------   ---------------------

March 30, 2006                            $ 819,711.40            $ 625,000.00             $ 194,711.40

June 30, 2006                             $ 819,711.40            $ 625,000.00             $ 194,711.40

September 30, 2006                        $ 819,711.40            $ 625,000.00             $ 194,711.40

December 31, 2006                         $ 819,711.40            $ 625,000.00             $ 194,711.40

March 31, 2007                            $ 819,711.40            $ 625,000.00             $ 194,711.40

June 30, 2007                             $ 819,711.40            $ 625,000.00             $ 194,711.40

September 30, 2007                        $ 819,711.40            $ 625,000.00             $ 194,711.40

December 31, 2007                         $ 819,711.40            $ 625,000.00             $ 194,711.40

March 31, 2008                            $ 819,711.40            $ 625,000.00             $ 194,711.40

June 30, 2008                             $ 819,711.40            $ 625,000.00             $ 194,711.40

September 30, 2008                        $ 819,711.40            $ 625,000.00             $ 194,711.40

December 31, 2008                         $ 819,711.40            $ 625,000.00             $ 194,711.40

March 30, 2009                            $ 819,711.40            $ 625,000.00             $ 194,711.40

June 30, 2009                             $ 819,711.40            $ 625,000.00             $ 194,711.40

September 30, 2009                        $152,199,519        $ 118,125,000.00             $ 34,074,519

Tranche B Maturity Date                   $161,057,696        $ 125,000,000.00             $ 36,057,696
                                       ---------------        ----------------           --------------
                                       $335,000,000.00        $ 260,000,000.00           $75,000,000.00
                                      ================        ================           ==============



                  (b) The Incremental Term Loans, if any, of each Incremental
Lender shall mature in installments as specified in the Incremental Term Loan
Activation Notice pursuant to which such Incremental Term Loans were made;
provided that prior to the Tranche B Maturity Date the amounts of such
installments for any twelve consecutive months shall not exceed 1% of the
aggregate principal amount of such Incremental Term Loans on the date such Loans
were first made.

                  (c) To the extent not previously paid, (i) all Tranche B Term
Loans shall be due and payable on the Tranche B Maturity Date and (ii) all
Incremental Term Loans shall be due and payable on the applicable Incremental
Maturity Date.

                  (d) Any prepayment of a Term Loan of any Class shall be
applied to reduce the subsequent scheduled repayments of the Term Loans of such
Class to be made pursuant to this Section ratably; provided that any prepayment
made pursuant to Section 2.11(a) shall be applied, first, to reduce the next two
scheduled repayments of the



                                       61




Term Loans of such Class due to be made within the next twelve months pursuant
to this Section unless and until such next scheduled repayment has been
eliminated as a result of reductions hereunder (provided, further, that the
amount of such prepayment that may be allocated as provided in this proviso may
not exceed the greater of 50% of such prepayment and the amount of such two
scheduled repayments). Notwithstanding the foregoing, any prepayment of
Eurocurrency Term Loans made pursuant to Section 2.11(a) on a date that is (x)
the last day of an Interest Period and (y) no more than five days prior to a
scheduled amortization payment pursuant this Section shall be applied, first, to
reduce such scheduled payment, and any excess shall be applied as required by
the first sentence of this Section 2.10(d).

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

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

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

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

                  (d) In the event and on each occasion that any Net Proceeds
are received by or on behalf of Holdings, the Parent Borrower or any Subsidiary
in respect of any



                                       62




Prepayment Event, the Parent Borrower (on behalf of itself and, in the case of
Tranche B Term Loans, the Subsidiary Term Borrowers) shall, within three
Business Days after such Net Proceeds are received, prepay Term Loans in an
aggregate amount equal to such Net Proceeds; provided that, in the case of any
event described in clause (a) of the definition of the term Prepayment Event
(other than sales, transfers or other dispositions pursuant to Section
6.05(j)(ii) in excess of $25,000,000), if Holdings or the Parent Borrower shall
deliver, within such three Business Days, to the Administrative Agent a
certificate of a Financial Officer to the effect that Holdings, the Parent
Borrower and the Subsidiaries intend to apply the Net Proceeds from such event
(or a portion thereof specified in such certificate), within 365 days after
receipt of such Net Proceeds, to acquire real property, equipment or other
tangible assets to be used in the business of the Parent Borrower and the
Subsidiaries, and certifying that no Default has occurred and is continuing,
then no prepayment shall be required pursuant to this paragraph in respect of
the Net Proceeds in respect of such event (or the portion of such Net Proceeds
specified in such certificate, if applicable) except to the extent of any such
Net Proceeds therefrom that have not been so applied by the end of such 365-day
period, at which time a prepayment shall be required in an amount equal to such
Net Proceeds that have not been so applied.

                  (e) Following the end of each fiscal year of the Parent
Borrower, commencing with the fiscal year ending December 31, 2003, the Parent
Borrower (on behalf of itself and, in the case of Tranche B Term Loans, the
Subsidiary Term Borrowers) shall prepay Term Loans in an aggregate amount equal
to 50% of Excess Cash Flow for such fiscal year; provided that for fiscal years
after the fiscal year ended December 31, 2003, (i) such percentage shall be
reduced from 50% to 25% with respect to the prepayment under this paragraph (e)
if the Parent Borrower's Leverage Ratio as of the last fiscal quarter preceding
the applicable prepayment date is less than 3.00 to 1.00 and (ii) there shall be
no requirement of repayment pursuant to this paragraph (e) if the Parent
Borrower's Leverage Ratio as of the last fiscal quarter preceding the applicable
prepayment date is less than 2.00 to 1.00. Each prepayment pursuant to this
paragraph shall be made on or before the date on which financial statements are
delivered pursuant to Section 5.01 with respect to the fiscal year for which
Excess Cash Flow is being calculated (and in any event within 95 days after the
end of such fiscal year).

                  (f) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Parent Borrower (on behalf of itself, the Subsidiary
Term Borrowers and the Foreign Subsidiary Borrowers) shall select the Borrowing
or Borrowings to be prepaid and shall specify such selection in the notice of
such prepayment pursuant to paragraph (g) of this Section. In the event of any
optional or mandatory prepayment of Term Loans made at a time when Term Loans of
more than one Class remain outstanding, the Parent Borrower shall select Term
Loans to be prepaid so that the aggregate amount of such prepayment is allocated
between the Tranche B Term Loans and Incremental Term Loans pro rata based on
the aggregate principal amount of outstanding Borrowings of each such Class.



                                       63



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

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



                                       64



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

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

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

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

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



                                       65



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

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

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that (i) interest on a Foreign Currency Borrowing
denominated in Sterling and (ii) interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

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

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

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

then the Administrative Agent shall give notice thereof to the Parent Borrower
(on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers) and the Lenders by telephone or telecopy as promptly as practicable
thereafter and, until the Administrative Agent notifies the Parent Borrower (on
behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers) and the Lenders that the



                                       66




circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing denominated in
such currency to, or continuation of any Borrowing denominated in such currency
as, a Eurocurrency Borrowing shall be ineffective, and any Eurocurrency
Borrowing denominated in such currency that is requested to be continued (A) if
such currency is the dollar, shall be converted to an ABR Borrowing on the last
day of the Interest Period applicable thereto and (B) if such currency is a
Foreign Currency, shall be repaid on the last day of the Interest Period
applicable thereto and (ii) if any Borrowing Request requests a Eurocurrency
Borrowing denominated in such currency (A) if such currency is the dollar, such
Borrowing shall be made as an ABR Borrowing and (B) if such currency is a
Foreign Currency, such Borrowing Request shall be ineffective.

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

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

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

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

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



                                       67




may be, will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank
or such Lender's or the Issuing Bank's holding company for any such reduction
suffered.

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

                  (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that none of the Parent Borrower, any Subsidiary Term Borrower or any
Foreign Subsidiary Borrower shall be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 270 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Parent Borrower (on behalf of itself, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) of the Change in
Law giving rise to such increased costs or reductions and of such Lender's or
the Issuing Bank's intention to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.

                  SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency Loan other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurocurrency Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(g) and is revoked in accordance therewith), or (d)
the assignment of any Eurocurrency Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower
pursuant to Section 2.19, then, in any such event, the Parent Borrower, the
applicable Subsidiary Term Borrower or the applicable Foreign Subsidiary
Borrower, as the case may be, shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurocurrency Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest



                                       68




Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such
period at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for deposits in the applicable currency of a
comparable amount and period from other banks in the Eurocurrency market. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the Parent
Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign
Subsidiary Borrowers) and shall be conclusive absent manifest error. The Parent
Borrower, the applicable Subsidiary Term Borrower or the applicable Foreign
Subsidiary Borrower, as the case may be, shall pay such Lender the amount shown
as due on any such certificate within 10 days after receipt thereof.

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

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

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



                                       69




Borrower or any Foreign Subsidiary Borrower, as the case may be, by a Lender or
the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf
of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

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

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

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



                                       70



                  SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs. (a) The Parent Borrower (on behalf of itself, the Subsidiary Term
Borrowers and the Foreign Subsidiary Borrowers) shall make each payment required
to be made by it hereunder or under any other Loan Document (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.15, 2.16 or 2.17, or otherwise) on or before the time
expressly required hereunder or under such other Loan Document for such payment
(or, if no such time is expressly required, prior to 12:00 noon, New York City
time, or if the applicable Loan is a Foreign Currency Loan, London time), on the
date when due, in immediately available funds, without set-off or counterclaim.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York (unless otherwise instructed in the case of Foreign Currency
Loans), except payments to be made directly to the Issuing Bank or Swingline
Lender as expressly provided herein and except that payments pursuant to
Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension. Subject to Section 9.01, (i) all payments under each
Loan Document of principal or interest in respect of any Loan or LC Disbursement
shall be made in the currency of such Loan or LC Disbursement, (ii) any portion
of the fees payable pursuant to Section 2.12(b) in respect of Foreign Currency
LC Exposure shall be made in the applicable Foreign Currency, and (iii) all
other payments hereunder and under each other Loan Document shall be made in
dollars.

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

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other



                                       71




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

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

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or
10.03(c), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision



                                       72




hereof), apply any amounts thereafter received by the Administrative Agent for
the account of such Lender to satisfy such Lender's obligations under such
Sections until all such unsatisfied obligations are fully paid.

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

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



                                       73



Borrower or any Foreign Subsidiary Borrower to require such assignment and
delegation cease to apply.

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

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

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

                  SECTION 2.21. Designation of Foreign Subsidiary Borrowers. The
Parent Borrower may at any time and from time to time designate any Foreign
Subsidiary as a Foreign Subsidiary Borrower, by delivery to the Administrative
Agent of a Foreign Subsidiary Borrowing Agreement executed by such Foreign
Subsidiary and the Parent Borrower, and upon such delivery such Foreign
Subsidiary shall for all purposes of this Agreement and the other Loan Documents
be a Foreign Subsidiary Borrower until the Parent Borrower shall terminate such
designation pursuant to a termination agreement satisfactory to the
Administrative Agent, whereupon such Foreign Subsidiary shall cease to be a
Foreign Subsidiary Borrower and a party to this Agreement and any other
applicable Loan Documents. Notwithstanding the preceding sentence, but subject
to Section 10.04(a), no such termination will become effective as to any Foreign
Subsidiary Borrower at a time when any principal of or interest on any Loan to
such Foreign Subsidiary Borrower is outstanding. As soon as practicable upon
receipt of a Foreign



                                       74



Subsidiary Borrowing Agreement, the Administrative Agent shall send a copy
thereof to each Lender.

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

                  (b) Each Revolving Lender will promptly notify the Parent
Borrower (on behalf of the relevant Foreign Subsidiary Borrower) and the
Administrative Agent of any event of which it has knowledge that will entitle
such Revolving Lender to additional interest or payments pursuant to paragraph
(a) above, but in any event within 45 days after such Revolving Lender obtains
actual knowledge thereof; provided that (i) if any Revolving Lender fails to
give such notice within 45 days after it obtains actual knowledge of such an
event, such Revolving Lender shall, with respect to compensation payable
pursuant to this Section 2.22 in respect of any costs resulting from such event,
only be entitled to payment under this Section 2.22 for costs incurred from and
after the date 45 days prior to the date that such Revolving Lender does give
such notice and (ii) each Revolving Lender will designate a different applicable
lending office, if, in the judgment of such Revolving Lender, such designation
will avoid the need for, or reduce the amount of, such compensation and will not
be otherwise disadvantageous to such Revolving Lender.


                                  ARTICLE III

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

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

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



                                       75



business in, and is in good standing in, every jurisdiction where such
qualification is required.

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

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

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



                                       76



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

                  (c) Except as disclosed in the financial statements referred
to above or the notes thereto or in the Information Memorandum, except for the
Disclosed Matters and except for liabilities arising as a result of the
Transactions, after giving effect to the Transactions, none of Holdings, the
Parent Borrower or the Subsidiaries (including the Receivables Subsidiary) has,
as of the Effective Date, any contingent liabilities that would be material to
Holdings, the Parent Borrower and the Subsidiaries (including the Receivables
Subsidiary), taken as a whole.

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

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

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

                  (c) Schedule 3.05 sets forth the address of each real property
that is owned or leased by Holdings, the Parent Borrower or any of its
Subsidiaries as of the Effective Date after giving effect to the Transactions.

                  (d) As of the Effective Date, none of Holdings, the Parent
Borrower or any of its Subsidiaries has received written notice of any pending
or contemplated condemnation proceeding affecting any Mortgaged Property or any
sale or disposition thereof in lieu of condemnation. Neither any Mortgaged
Property nor any interest therein is subject to any right of first refusal,
option or other contractual right to purchase such Mortgaged Property or
interest therein.



                                       77



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

                  (b) Except for the Disclosed Matters and except with respect
to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of Holdings,
the Parent Borrower or any of its Subsidiaries (including the Receivables
Subsidiary) (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

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

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

                  SECTION 3.08. Investment and Holding Company Status. None of
Holdings, the Parent Borrower or any of its Subsidiaries (including the
Receivables Subsidiary) is (a) an "investment company" as defined in, or subject
to regulation under, the Investment Company Act of 1940 or (b) a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.

                  SECTION 3.09. Taxes. Each of Holdings, the Parent Borrower and
its Subsidiaries (including the Receivables Subsidiary) has timely filed or
caused to be filed all Tax returns and reports required to have been filed and
has paid or caused to be paid all Taxes required to have been paid by it, except
(a) any Taxes that are being contested in good faith by appropriate proceedings
and for which Holdings, the Parent Borrower or such Subsidiary (including the
Receivables Subsidiaries), as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which



                                       78



liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. As of the Effective Date, the present value
of all accumulated benefit obligations under any one Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed by more than $1,000,000 the fair market value of the assets
of such Plan, and the present value of all accumulated benefit obligations of
all underfunded Plans (based on the assumptions used for purposes of Statement
of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$3,200,000 the fair market value of the assets of all such underfunded Plans.

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

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

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

                  SECTION 3.14. Labor Matters. As of the Effective Date, there
are no strikes, lockouts or slowdowns against Holdings, the Parent Borrower or
any Subsidiary pending or, to the knowledge of Holdings or the Parent Borrower,
threatened that could reasonably be expected to have a Material Adverse Effect.
All payments due from Holdings, the Parent Borrower or any Subsidiary, or for
which any claim may be made against Holdings, the Parent Borrower or any
Subsidiary, on account of wages and employee health and welfare insurance and
other benefits, have been paid or accrued as a liability on the books of
Holdings, the Parent Borrower or such Subsidiary. The



                                       79



consummation of the Transactions will not give rise to any right of termination
or right of renegotiation on the part of any union under any collective
bargaining agreement to which Holdings, the Parent Borrower or any Subsidiary is
bound.

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

                  SECTION 3.16. Senior Indebtedness. The Obligations constitute
"Senior Indebtedness" under and as defined in the Subordinated Notes Documents.

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

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

                  (c) When the Security Agreement (or a summary thereof) is
filed in the United States Patent and Trademark Office and the United States
Copyright Office and the financing statements referred to in Section 3.17(b)
above are appropriately filed, the security interest created by the Security
Agreement shall constitute a perfected security interest in all right, title and
interest of the grantors thereunder in the Intellectual Property



                                       80



(as defined in the Security Agreement) in which a security interest may be
perfected by filing, recording or registering a security agreement, financing
statement or analogous document in the United States Patent and Trademark Office
or the United States Copyright Office, as applicable, in each case prior and
superior in right to any other Person (it being understood that subsequent
recordings in the United States Patent and Trademark Office and the United
States Copyright Office and subsequent UCC filings may be necessary to perfect a
lien on registered trademarks, trademark applications and copyrights acquired by
the Loan Parties after the Effective Date), other than with respect to Liens
permitted by Section 6.02.

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

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

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

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



                                       81




                                   ARTICLE IV

                                   Conditions
                                   ----------

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

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

                  (b) The Agents shall have received a favorable written opinion
           (addressed to the Administrative Agent and the Lenders and dated the
           Effective Date) of each of (i) Cahill Gordon & Reindel, special
           counsel for the Parent Borrower, substantially in the form of Exhibit
           B-1, and (ii) local counsel for the Parent Borrower in each
           jurisdiction where a Mortgaged Property and certain other specified
           Collateral is located, substantially in the form of Exhibit B-2, and,
           in the case of each such opinion required by this paragraph, covering
           such other matters relating to the Loan Parties, the Loan Documents
           or the Transactions as the Required Lenders shall reasonably request.
           Each of Holdings and the Parent Borrower hereby requests such counsel
           to deliver such opinions.

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

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

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

                  (f) The Collateral and Guarantee Requirement shall have been
           satisfied and the Administrative Agent shall have received a
           completed Perfection Certificate dated the Effective Date and signed
           by an executive officer or



                                       82




           Financial Officer of the Parent Borrower, together with all
           attachments contemplated thereby, including the results of a
           search of the Uniform Commercial Code (or equivalent) filings
           made with respect to the Loan Parties in the jurisdictions
           contemplated by the Perfection Certificate and copies of the
           financing statements (or similar documents) disclosed by such
           search and evidence reasonably satisfactory to the Administrative
           Agent that the Liens indicated by such financing statements (or
           similar documents) are permitted by Section 6.02 or have been
           released or will be released pursuant to UCC-3 financing
           statements or other release documentation delivered to the
           Collateral Agent.

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

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

                  (i) The Acquisition Transactions, including the Equity
           Issuance, shall have been, or substantially simultaneously with the
           initial funding of Loans on the Effective Date shall be, consummated
           in accordance with the Acquisition Documents (in the case of the
           Purchase Agreement, without giving effect to any amendments not
           approved by the Agents) and applicable law, and the Administrative
           Agent shall be satisfied that the fees and expenses related to the
           Transactions payable on the Effective Date will not materially exceed
           $35,000,000.

                  (j) The Permitted Receivables Facility shall have been
           implemented. The terms and conditions of the Permitted Receivables
           Facility (including terms and conditions relating to interest rates,
           fees, amortization, maturity, redemption, covenants, events of
           default and remedies) shall be reasonably satisfactory in all
           respects to the Agents (it being understood that the terms and
           conditions of the Permitted Receivables Financing as provided to the
           Agents prior to the Effective Date are satisfactory to the Agents and
           the parties thereto shall not be entitled to effect material
           amendments or waivers to the agreements relating thereto without the
           approval of the Agents).

                  (k) After giving effect to the Transactions and the other
           transactions contemplated hereby, Holdings, the Parent Borrower and
           the Subsidiaries shall have outstanding no Indebtedness (including
           any receivables facility or securitization) or preferred stock other
           than (a) the Loans and other extensions of



                                       83



           credit pursuant hereto, (b) the Existing Subordinated Notes, (c)
           the Permitted Receivables Financing and (d) the Indebtedness
           listed on Schedule 6.01.

                  (l) The Lenders shall have received audited consolidated
           balance sheets and related statements of income, stockholders' equity
           and cash flows of Holdings for each of the three fiscal years most
           recently ended before the Effective Date and unaudited consolidated
           balance sheets and related statements of income, stockholders' equity
           and cash flows of Holdings for, (a) each fiscal quarter ended after
           the most recently received audited financial statements and ended 45
           days before the Effective Date and (b) each fiscal month after the
           most recent fiscal quarter for which financial statements were
           received by the Lenders as described above and ended 30 days before
           the Effective Date.

                  (m) The Lenders shall have received a pro forma consolidated
           balance sheet of Holdings described in Section 3.04(b), after giving
           effect to the Transactions, which balance sheet shall not be
           materially inconsistent with the forecasts previously provided to the
           Lenders, except for changes occurring in the ordinary course of
           business.

                  (n) The Lenders shall be reasonably satisfied in all respects
           as to the amount and nature of the environmental and employee health
           and safety exposures to which Holdings, the Parent Borrower and the
           Subsidiaries may be subject after giving effect to the Transactions
           and the other transactions contemplated hereby, and the plans of
           Holdings, the Parent Borrower or the Subsidiaries with respect
           thereto.

                  (o) The Agents shall be reasonably satisfied in all respects
           as to the Tax position and the contingent Tax and other liabilities
           of Holdings, the Parent Borrower and the Subsidiaries after giving
           effect to the Transactions, and the plans of Holdings, the Parent
           Borrower or the Subsidiaries with respect thereto. The Lenders shall
           be reasonably satisfied in all respects with any Tax sharing
           agreements to which Holdings, the Parent Borrower and the
           Subsidiaries will be parties following the Closing Date (it being
           understood that the Tax sharing agreements set forth in the
           Acquisition Documents are satisfactory).

                  (p) The Administrative Agent shall have received a certificate
           from an officer of Holdings as to the solvency of Holdings as well as
           a copy of any solvency letter delivered to Holdings by Valuation
           Research Corporation.

                  (q) Holdings shall have received approximately $350,000,000 in
           gross cash proceeds from the issuance of the Existing Subordinated
           Notes in a public offering or in a Rule 144A or other private
           placement to one or more holders satisfactory to the Agents. The
           terms and conditions of the Existing Subordinated Notes (including
           but not limited to, as applicable, terms and conditions relating to
           the interest rate, fees, amortization, maturity, redemption,
           subordination, covenants, events of default and remedies) shall be
           reasonably satisfactory in all material respects to the Agents.




                                       84



The Administrative Agent shall notify the Parent Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit hereunder shall not become effective unless each
of the foregoing conditions is satisfied (or waived pursuant to Section 10.02)
at or prior to 5:00 p.m., New York City time, on June 6, 2002 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than (i) any Revolving
Loan made pursuant to Section 2.04(c) or Section 2.05(d) and (ii) any
continuation or conversion of a Borrowing pursuant to the terms hereof that does
not result in the increase of the aggregate principal amount of the Borrowings
then outstanding), and of the Issuing Bank to issue, amend, renew or extend any
Letter of Credit, is subject to receipt of the request therefor in accordance
herewith and to the satisfaction of the following conditions:

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

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

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

                  SECTION 4.03. Credit Events Relating to Foreign Subsidiary
Borrowers. The obligation of each Lender to make Loans to any Foreign Subsidiary
Borrower, and of the Issuing Bank to issue, amend, renew or extend any Letter of
Credit to any Foreign Subsidiary Borrower, is subject to the satisfaction of the
following conditions:

                  (a) With respect to the initial Loan made or the initial
Letter of Credit issued, whichever comes first, to such Foreign Subsidiary
Borrower,

                         (i) the Administrative Agent (or its counsel) shall
           have received such Foreign Subsidiary Borrower's Foreign Subsidiary
           Borrowing Agreement duly executed by all parties thereto; and

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



                                       85



           Subsidiary Borrowing Agreement, all in form and substance
           satisfactory to the Administrative Agent and its counsel.

                  (b) With respect to any Borrowing following which the
aggregate amount of outstanding Foreign Currency Borrowings exceeds the Dollar
Equivalent of $5,000,000, the Administrative Agent shall be satisfied that the
Foreign Security Collateral and Guarantee Requirement shall be satisfied with
respect to all Foreign Subsidiary Borrowers.


                                   ARTICLE V

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

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

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

                  (a) within 95 days after the end of each fiscal year of
Holdings, its audited consolidated and unaudited consolidating balance sheet and
related statements of operations, stockholders' equity and cash flows as of the
end of and for such year, setting forth in each case in comparative form the
figures for the previous fiscal year, all reported on by PriceWaterhouseCoopers
LLP or other independent public accountants of recognized national standing
(without a "going concern" or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of Holdings and its
consolidated subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;

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

                  (c) concurrently with any delivery of financial statements
under clause (a) or (b) above, a certificate of a Financial Officer of Holdings
or the Parent Borrower



                                       86




(i) certifying as to whether a Default has occurred and, if a Default has
occurred, specifying the details thereof and any action taken or proposed to be
taken with respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Sections 6.12, 6.13 and 6.14, (iii) stating
whether any change in GAAP or in the application thereof has occurred since the
date of Holdings' audited financial statements referred to in Section 3.04 and,
if any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate, (iv) identifying all
Subsidiaries existing on the date of such certificate and indicating, for each
such Subsidiary, whether such Subsidiary is a Subsidiary Loan Party or a Foreign
Subsidiary and whether such Subsidiary was formed or acquired since the end of
the previous fiscal quarter and (v) to the extent that the Asset Dropdown has
not been completed, describing the status of the Asset Dropdown;

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

                  (e) at least 30 days prior to the commencement of each fiscal
year of Holdings (commencing with the fiscal year ending December 31, 2003), a
detailed consolidated budget for such fiscal year (including a projected
consolidated balance sheet and related statements of projected operations and
cash flow as of the end of and for such fiscal year and setting forth the
assumptions used for purposes of preparing such budget) and, promptly when
available, any material revisions of such budget that have been approved by
senior management of Holdings;

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



                                       87



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

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

                  (a) the occurrence of any Default;

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

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

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

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

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

                  (b) Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to clause (a) of
Section 5.01, Holdings (on



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

                  SECTION 5.04. Existence; Conduct of Business; Asset Dropdown.
(a) Each of Holdings, the Parent Borrower and the Foreign Subsidiary Borrowers
will, and will cause each of the Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges, franchises, patents,
copyrights, trademarks and trade names the loss of which would have a Material
Adverse Effect; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03 or
disposition permitted under Section 6.05. Holdings and the Parent Borrower will
cause all the Equity Interests of the Subsidiary Term Borrowers and the Foreign
Subsidiary Borrowers to be owned, directly or indirectly, by the Parent Borrower
or any Subsidiary, and the Subsidiary Term Borrowers shall at all times remain a
guarantor under the Guarantee Agreement.

                  (b) Holdings shall complete the Asset Dropdown as soon as
reasonably practicable and in any event on or prior to the date that is 90 days
after the Effective Date.

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

                  SECTION 5.06. Maintenance of Properties. Each of Holdings, the
Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary
Borrowers will,




                                       89



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

                  SECTION 5.07. Insurance. Each of Holdings, the Parent
Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers
will, and will cause each of the Subsidiaries to, maintain insurance in such
amounts (with no greater risk retention) and against such risks as are
customarily maintained by companies of established repute engaged in the same or
similar businesses operating in the same or similar locations, except where the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect. Such insurance shall be maintained with financially sound and
reputable insurance companies, except that a portion of such insurance program
(not to exceed that which is customary in the case of companies engaged in the
same or similar business or having similar properties similarly situated) may be
effected through self-insurance, provided adequate reserves therefor, in
accordance with GAAP, are maintained. In addition, each of Holdings, the Parent
Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers
will, and will cause each of its Subsidiaries to, maintain all insurance
required to be maintained pursuant to the Security Documents. The Parent
Borrower will furnish to the Lenders, upon request of the Administrative Agent,
information in reasonable detail as to the insurance so maintained. All
insurance policies or certificates (or certified copies thereof) with respect to
such insurance shall be endorsed to the Collateral Agent's reasonable
satisfaction for the benefit of the Lenders (including, without limitation, by
naming the Collateral Agent as loss payee or additional insured, as
appropriate).

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

                  SECTION 5.09. Books and Records; Inspection and Audit Rights.
Each of Holdings, the Parent Borrower, the Subsidiary Term Borrowers and the
Foreign Subsidiary Borrowers will, and will cause each of the Subsidiaries to,
keep proper books of record and account in which full, true and correct entries
are made of all dealings and transactions in relation to its business and
activities. Each of Holdings, the Parent Borrower, the Subsidiary Term Borrowers
and the Foreign Subsidiary Borrowers will, and will cause each of the
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its



                                       90




properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested.

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

                  SECTION 5.11. Use of Proceeds and Letters of Credit. The
Parent Borrower and the Subsidiary Term Borrowers will use on the Effective Date
the proceeds of the Tranche B Term Loan, together with the proceeds of the
Existing Subordinated Notes and the Equity Issuance solely for the payment of
the Cash Dividend, the Debt Repayment and the A/R Purchase and the fees and
expenses payable in connection with the Transactions; provided that in the case
of New Tranche B Term Loans, the Parent Borrower and the Subsidiary Term
Borrowers will use on the Restatement Effective Date proceeds of the New Tranche
B Term Loans to repay Revolving Borrowings or obligations arising in respect of
the Permitted Receivables Financing. The proceeds of the Revolving Loans and
Swingline Loans will be used only for general corporate purposes and, to the
extent permitted by Section 6.01(a)(i), Permitted Acquisitions. The proceeds of
the Incremental Term Loans will be used only for Permitted Acquisitions. Letters
of Credit will be available only for general corporate purposes. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.

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

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



                                       91



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

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

                  SECTION 5.14. Interest Rate Protection. As promptly as
practicable, and in any event within 90 days after the Effective Date, the
Parent Borrower will enter into with one or more Lenders, and thereafter for a
period of not less than three years will maintain in effect, one or more
interest rate protection agreements on such terms as shall be reasonably
satisfactory to the Administrative Agent, the effect of which shall be to fix or
limit the interest cost to the Parent Borrower with respect to at least 50% of
the sum of (x) the outstanding Term Loans, (y) the outstanding Subordinated Debt
and (z) any other outstanding Indebtedness that may not be reborrowed following
a repayment thereof.


                                   ARTICLE VI

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

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

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

                         (i) Indebtedness created under the Loan Documents,
           including the Incremental Term Loans; provided that (x)(A) Revolving
           Loans may only be used to finance a Permitted Acquisition if, in
           addition to the satisfaction of all other


                                       92



           requirements necessary to effect such Permitted Acquisition set
           forth herein, after giving effect to such Permitted Acquisition,
           the Senior Leverage Ratio is less than 2.75 to 1.00 and (B) the
           amount of Revolving Loans used to finance Permitted Acquisitions
           outstanding at any time shall not exceed $100,000,000 and (y)
           Incremental Term Loans may only be incurred if, in addition to
           the satisfaction of all other requirements set forth herein
           necessary to effect the applicable Permitted Acquisition related
           to such Incremental Term Loan, after giving effect to such
           Permitted Acquisition the Leverage Ratio is less than the lower
           of (A) the Leverage Ratio that the Parent Borrower is required to
           maintain at such time pursuant to Section 6.13 minus 0.50 and (B)
           4.50 to 1.00;

                         (ii) (x) the Permitted Receivables Financing; provided
           that the Permitted Receivables Financing may only be used to finance
           a Permitted Acquisition if, in addition to the satisfaction of all
           other requirements necessary to effect such Permitted Acquisition set
           forth herein, after giving effect to such Permitted Acquisition, the
           Senior Leverage Ratio is less than 2.75 to 1.00 and (y) financings in
           respect of sales of accounts receivable by a Foreign Subsidiary
           permitted by Section 6.05(c)(ii);

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

                         (iv) the Existing Subordinated Notes;

                         (v) the Permitted Acquisition Subordinated Notes, the
           Permitted Subordinated Notes and the Permitted Senior Notes;

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

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

                         (viii) Guarantees by Holdings, the Parent Borrower or
           any Subsidiary, as the case may be, in respect of the Existing
           Subordinated Notes, the Permitted Subordinated Notes, the Permitted
           Senior Notes or the Permitted Acquisition Subordinated Notes;
           provided that none of Holdings, the Parent



                                       93



           Borrower or any Subsidiary, as the case may be, shall Guarantee
           the Existing Subordinated Notes, the Permitted Subordinated
           Notes, the Permitted Senior Notes or the Permitted Acquisition
           Subordinated Notes unless (A) it also has Guaranteed the
           Obligations pursuant to the Guarantee Agreement and (B) such
           Guarantee of the Existing Subordinated Notes, the Permitted
           Subordinated Notes, or the Permitted Acquisition Subordinated
           Notes is subordinated to such Guarantee of the Obligations on
           terms no less favorable to the Lenders than the subordination
           provisions of the Existing Subordinated Notes;

                         (ix) Indebtedness of the Parent Borrower or any
           Subsidiary incurred to finance the acquisition, construction or
           improvement of any fixed or capital assets, including Capital Lease
           Obligations and any Indebtedness assumed in connection with the
           acquisition of any such assets or secured by a Lien on any such
           assets prior to the acquisition thereof, and extensions, renewals and
           replacements of any such Indebtedness that do not increase the
           outstanding principal amount thereof or result in an earlier maturity
           date or decreased weighted average life thereof; provided that (A)
           such Indebtedness is incurred prior to or within 180 days after such
           acquisition or the completion of such construction or improvement and
           (B) the aggregate principal amount of Indebtedness permitted by this
           clause (ix) shall not exceed $30,000,000 at any time outstanding;

                         (x) Indebtedness arising as a result of an Acquisition
           Lease Financing or any other sale and lease back transaction
           permitted under Section 6.06;

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

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

                         (xiii) other unsecured Indebtedness of Holdings, the
           Parent Borrower or any Subsidiary in an aggregate principal amount
           not exceeding $15,000,000 at any time outstanding, less the
           liquidation value of any applicable Qualified Holdings Preferred
           Stock issued and outstanding pursuant to clause (b) of the definition
           of Qualified Holdings Preferred Stock.


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

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

                  (a) Liens created under the Loan Documents;

                  (b) Permitted Encumbrances;

                  (c) Liens in respect of the Permitted Receivables Financing;

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

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

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

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



                                       95



                  (h) Liens in respect of sales of accounts receivable by
Foreign Subsidiaries permitted by Section 6.05(c)(ii); and

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

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

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

                  (c) Holdings will not engage in any business or activity other
than (i) the ownership of all the outstanding shares of capital stock of the
Parent Borrower, (ii) performing its obligations in respect of the Restricted
Stock Obligations or the Purchase Agreement, (iii) performing its obligations
(A) under the Loan Documents, (B) under the Subordinated Notes Documents and the
agreements relating to the Permitted Senior Notes and (C) under the Permitted
Receivables Financing, (iv) activities incidental thereto and to Holdings's
existence, (v) activities related to the performance of all its obligations in
respect of the Transactions, including the Asset Dropdown, (vi) performing its
obligations under guarantees in respect of sale and leaseback transactions
permitted by Section 6.06 and (vii) other activities (including the incurrence
of Indebtedness and the issuance of its Equity Interests) that are permitted by
this Agreement. Holdings will not own or acquire any assets (other than shares
of capital stock of the Parent Borrower, Permitted Investments, assets to be
transferred pursuant to the Asset Dropdown and any other assets that are not
subject to the Asset Dropdown) or



                                       96



incur any liabilities (other than liabilities imposed by law, including tax
liabilities, liabilities related to its existence and permitted business and
activities specified in the immediately preceding sentence).

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

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

                  (a) Permitted Investments;

                  (b) investments existing on the Effective Date and set forth
on Schedule 6.04;

                  (c) Permitted Acquisitions;

                  (d) investments by the Parent Borrower and the Subsidiaries in
Equity Interests in their respective Subsidiaries that exist immediately prior
to any applicable transaction; provided that (i) any such Equity Interests held
by a Loan Party shall be pledged pursuant to the Pledge Agreement or any
applicable Foreign Security Documents, as the case may be, to the extent
required by this Agreement and (ii) the aggregate amount of investments
(excluding any such investments, loans, advances and Guarantees to such
Subsidiaries that are assumed and exist on the date any Permitted Acquisition is
consummated and that are not made, incurred or created in contemplation of or in
connection with such Permitted Acquisition) by Loan Parties in, and loans and
advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of,
Subsidiaries that are not Domestic Loan Parties made after the Effective Date
shall not at any time exceed, in the aggregate, $25,000,000;

                  (e) loans or advances made by the Parent Borrower to any
Subsidiary and made by any Subsidiary to the Parent Borrower or any other
Subsidiary; provided that (i) any such loans and advances made by a Loan Party
shall be evidenced by a promissory



                                       97




note pledged pursuant to the Pledge Agreement and (ii) the amount of such loans
and advances made by Loan Parties to Subsidiaries that are not Loan Parties
shall be subject to the limitation set forth in clause (d) above;

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

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

                  (h) investments constituting permitted Capital Expenditures
under Section 6.14;

                  (i) investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business;

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

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

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

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

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

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

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

                  (q) Permitted Joint Venture and Foreign Subsidiary
Investments; and

                  (r) investments, loans or advances in addition to those
permitted by clauses (a) through (q) above not exceeding in the aggregate
$10,000,000 at any time outstanding.



                                       98



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

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

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

                  (c) (i) sales of accounts receivable and related assets
pursuant to the Permitted Receivables Financing and (ii) sales of accounts
receivable and related assets by a Foreign Subsidiary pursuant to customary
terms whereby recourse and exposure in respect thereof to any Foreign Subsidiary
does not exceed at any time $10,000,000.

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

                  (e) sales or transfers that are permitted sale and leaseback
transactions pursuant to Section 6.06;

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

                  (g) Restricted Payments permitted by Section 6.08;

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

                  (i) sales, transfers and other dispositions of property
identified on Schedule 6.05;

                  (j) sales, transfers and other dispositions of assets (other
than Equity Interests in a Subsidiary) that are not permitted by any other
clause of this Section; provided that the aggregate fair market value of all
assets sold, transferred or otherwise disposed of in reliance upon this clause
(j) shall not exceed (i) $10,000,000 during any fiscal year of the Parent
Borrower; provided that such amount shall be increased, in respect of the fiscal
year ending on December 31, 2003, and each fiscal year thereafter by an amount
equal to the total unused amount of such permitted sales, transfers and other
dispositions for the immediately preceding fiscal year (without giving effect to
the amount of any unused permitted sales, transfers and other dispositions that
were carried forward to such preceding fiscal year) or (ii) $75,000,000 during
the term of this Agreement;




                                       99



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

                  SECTION 6.06. Sale and Leaseback Transactions. None of
Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign
Subsidiary Borrower will, nor will they permit any Subsidiary to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereinafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred, except for (a) any such sale of any fixed
or capital assets (other than any such transaction to which (b) or (c) below is
applicable) that is made for cash consideration in an amount not less than the
cost of such fixed or capital asset in an aggregate amount less than or equal to
25% of the Permitted Capital Expenditure Amount, so long as the Capital Lease
Obligations associated therewith are permitted by Section 6.01(a)(ix), (b) in
the case of property owned as of the Effective Date, any such sale of any fixed
or capital assets that is made for cash consideration in an aggregate amount not
less than the fair market value of such fixed or capital assets not to exceed
$75,000,000 in the aggregate, so long as the Capital Lease Obligations (if any)
associated therewith are permitted by Section 6.01(a)(ix) and (c) any
Acquisition Lease Financing.

                  SECTION 6.07. Hedging Agreements. None of Holdings, the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will,
nor will they permit any Subsidiary to, enter into any Hedging Agreement, other
than (a) Hedging Agreements required by Section 5.14 and (b) Hedging Agreements
entered into in the ordinary course of business and which are not speculative in
nature to hedge or mitigate risks to which the Parent Borrower, any Subsidiary
Term Borrower, any Foreign Subsidiary Borrower or any other Subsidiary is
exposed in the conduct of its business or the management of its assets or
liabilities (including Hedging Agreements that effectively cap, collar or
exchange interest rates (from fixed to floating rates, from one floating rate to
another floating rate or otherwise)).

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

                         (i) Holdings may declare and pay dividends with respect
           to its Equity Interests payable solely in additional Equity Interests
           of Holdings;

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



                                      100



                         (iii) the Parent Borrower may make payments to Holdings
           to permit it to make, and Holdings may make, Restricted Payments, not
           exceeding $5,000,000 during the term of this Agreement, in each case
           pursuant to and in accordance with stock option plans, equity
           purchase programs or agreements or other benefit plans, in each case
           for management or employees or former employees of the Parent
           Borrower and the Subsidiaries;

                         (iv) the Parent Borrower may pay dividends to Holdings
           at such times and in such amounts as shall be necessary to permit
           Holdings to discharge and satisfy its obligations that are permitted
           hereunder (including (A) state and local taxes and other governmental
           charges, and administrative and routine expenses required to be paid
           by Holdings in the ordinary course of business and (B) cash dividends
           payable by Holdings in respect of Qualified Holdings Preferred Stock
           issued pursuant to clauses (b) and (c) of the definition thereof,
           provided that dividends payable by the Parent Borrower to Holdings
           pursuant to this clause (iv) in order to satisfy cash dividends
           payable by Holdings in respect of Qualified Holdings Preferred Stock
           issued pursuant to clause (c) of the definition thereof may only be
           made after the fiscal year ending December 31, 2003 with Excess Cash
           Flow not otherwise required to be used to prepay Term Loans pursuant
           to Section 2.11(e));

                         (v) Parent Borrower may make payments to Holdings to
           permit it to make, and Holdings may make payments permitted by
           Sections 6.09(d), (e), (f), (g) and (h); provided that, at the time
           of such payment and after giving effect thereto, no Default or Event
           of Default shall have occurred and be continuing and Holdings and the
           Parent Borrower are in compliance with Section 6.12; provided,
           further, that any payments that are prohibited because of the
           immediately preceding proviso shall accrue and may be made as so
           accrued upon the curing or waiver of such Default, Event of Default
           or noncompliance;

                         (vi) the Parent Borrower or Holdings may make the
           payments required by the Acquisition Documents including the Cash
           Dividend, the Debt Repayment, the A/R Purchase and payments in
           respect of the Restricted Stock Obligation; and

                         (vii) Holdings may purchase, repurchase, redeem or
           otherwise acquire its Equity Interest held by, directly or
           indirectly, Metaldyne Corporation with up to $20,000,000 of the Net
           Proceeds from the issuance of the Add-On Notes (it being understood
           that if the Parent Borrower or any of the Subsidiaries holds such
           proceeds, it may declare and pay a dividend to Holdings to permit
           Holdings to effect such purchase, repurchase, redemption or
           acquisition).

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



                                      101



on any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Indebtedness, except:

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

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

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

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

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

                  SECTION 6.09. Transactions with Affiliates. None of Holdings,
the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary
Borrower will, nor will they permit any Subsidiary to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except:

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

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

                  (c) any Restricted Payment permitted by Section 6.08;

                  (d) transactions pursuant to agreements in effect on the
Effective Date and listed on Schedule 6.09 (provided that this clause (d) shall
not apply to any extension, or



                                      102



renewal of, or any amendment or modification of such agreements that is less
favorable to the Parent Borrower or the applicable Subsidiaries, as the case may
be);

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

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

                  (g) the payment of one time fees to Heartland and/or its
Affiliates in connection with any Permitted Acquisition, such fees to be payable
at the time of each such acquisition and not to exceed the percentage of the
aggregate consideration paid by Holdings, the Parent Borrower and its
Subsidiaries for any such acquisition as specified in the Heartland Management
Agreement; and

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

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




                                      103



and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (v) clause
(a) of the foregoing shall not apply to customary provisions in leases and other
agreements restricting the assignment thereof.

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

                  SECTION 6.12. Interest Expense Coverage Ratio. Neither
Holdings nor the Parent Borrower will permit the Interest Expense Coverage
Ratio, in each case for any period of four consecutive fiscal quarters ending on
any date during any period set forth below, to be less than the ratio set forth
below opposite such period:


                   Period                                        Ratio
                   ------                                        -----
     June 30, 2002, to March 30, 2003                         2.50 to 1.00

     March 31, 2003, to June 29, 2003                         2.60 to 1.00

     June 30, 2003, to September 29, 2003                     2.35 to 1.00

     September 30, 2003, to December 30, 2003                 2.45 to 1.00

     December 31, 2003, to March 30, 2004                     2.60 to 1.00

     March 31, 2004, to June 29, 2004                         2.65 to 1.00

     June 30, 2004, to September 29, 2004                     2.70 to 1.00

     September 30, 2004, and thereafter                       2.75 to 1.00


                  SECTION 6.13. Leverage Ratio. Neither Holdings nor the Parent
Borrower will permit the Leverage Ratio as of any date during any period set
forth below to exceed the ratio set forth opposite such period:


                   Period                                          Ratio
                   ------                                          -----
     June 30, 2002, to March 30, 2003                         5.25 to 1.00

     March 31, 2003, to June 29, 2003                         5.00 to 1.00




                                      104




     June 30, 2003, to September 29, 2003                     5.25 to 1.00

     September 30, 2003, to December 30, 2003                 5.00 to 1.00

     December 31, 2003, to June 29, 2004                      4.75 to 1.00

     June 30, 2004, to September 29, 2004                     4.50 to 1.00

     September 30, 2004, to December 30, 2004                 4.25 to 1.00

     December 31, 2004, to March 30, 2005                     4.00 to 1.00

     March 31, 2005, to December 30, 2005                     3.50 to 1.00

     December 31, 2005, and thereafter                        3.25 to 1.00


                  SECTION 6.14. Capital Expenditures. (a) Neither Holdings nor
the Parent Borrower will permit the aggregate amount of Capital Expenditures for
any period to exceed the applicable Permitted Capital Expenditure Amount, as
such amount may be reduced pursuant to Section 6.06(a), for such period.

                  (b) Notwithstanding the foregoing, the Parent Borrower may in
respect of the fiscal year ending on December 31, 2003, and each fiscal year
thereafter, increase the amount of Capital Expenditures permitted to be made
during such fiscal year pursuant to Section 6.14(a) by an amount equal to the
total unused amount of permitted Capital Expenditures for the immediately
preceding fiscal year (without giving effect to the amount of any unused
permitted Capital Expenditures that were carried forward to such preceding
fiscal year).


                                  ARTICLE VII

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

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

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

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

                  (c) any representation or warranty made or deemed made by or
on behalf of Holdings, the Parent Borrower, any Subsidiary Term Borrower, any
Foreign



                                      105




Subsidiary Borrower or any Subsidiary in or in connection with any Loan Document
or any amendment or modification thereof or waiver thereunder, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with any Loan Document or any amendment or modification thereof or
waiver thereunder, shall prove to have been incorrect in any material respect
when made or deemed made;

                  (d) Holdings, the Parent Borrower, any Subsidiary Term
Borrower or any Foreign Subsidiary Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, 5.04(a) (with
respect to the existence of Holdings, the Parent Borrower, any Subsidiary Term
Borrower or any Foreign Subsidiary Borrower and ownership of the Subsidiary Term
Borrowers and the Foreign Subsidiary Borrowers), 5.04(b), 5.11 or 5.14 or in
Article VI;

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

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

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

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

                  (i) Holdings, the Parent Borrower or any Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a



                                      106



timely and appropriate manner, any proceeding or petition described in clause
(h) of this Article, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
Holdings, the Parent Borrower or any Subsidiary or for a substantial part of its
assets, (iv) file an answer admitting the material allegations of a petition
filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors or (vi) take any action for the purpose of effecting any of
the foregoing;

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

                  (k) one or more judgments for the payment of money in an
aggregate amount in excess of $10,000,000 shall be rendered against Holdings,
the Parent Borrower, any Subsidiary or any combination thereof and the same
shall remain undischarged for a period of 30 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to attach or levy upon any assets of Holdings, the Parent
Borrower or any Subsidiary to enforce any such judgment;

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

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

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

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



                                      107



                  (r) a Change in Control shall occur;

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


                                  ARTICLE VIII

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

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

                  The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with Holdings, the Parent Borrower or
any Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent hereunder.



                                      108



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

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

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such


                                      109



sub-agent and to the Related Parties of each Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Parent
Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign
Subsidiary Borrowers). Upon any such resignation, the Required Lenders shall
have the right, in consultation with the Parent Borrower and, if applicable, the
relevant Subsidiary Term Borrower and Foreign Subsidiary Borrower, to appoint a
successor from among the Lenders. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Parent Borrower (on behalf of itself, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Parent Borrower (on behalf of itself, the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 10.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

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

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



                                      110



Agents as it makes with respect to the Administrative Agent or any other Lender
in this Article VIII.


                                   ARTICLE IX

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

                  SECTION 9.01. Implementation of CAM. (a) On the CAM Exchange
Date, (i) the Commitments shall automatically and without further act be
terminated as provided in Article VII, (ii) all Foreign Currency Borrowings and
the Commitments to make Foreign Currency Loans shall be converted into, and all
such amounts due thereunder shall accrue and be payable in, dollars at the
Exchange Rate on such date and (iii) the Lenders shall automatically and without
further act (and without regard to the provisions of Section 10.04) be deemed to
have exchanged interests in the Credit Facilities such that in lieu of the
interest of each Lender in each Credit Facility in which it shall participate as
of such date (including such Lender's interest in the Specified Obligations of
each Loan Party in respect of each such Credit Facility), such Lender shall hold
an interest in every one of the Credit Facilities (including the Specified
Obligations of each Loan Party in respect of each such Credit Facility and each
LC Reserve Account established pursuant to Section 9.02 below), whether or not
such Lender shall previously have participated therein, equal to such Lender's
CAM Percentage thereof. Each Lender and each Loan Party hereby consents and
agrees to the CAM Exchange, and each Lender agrees that the CAM Exchange shall
be binding upon its successors and assigns and any person that acquires a
participation in its interests in any Credit Facility.

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

                  SECTION 9.02. Letters of Credit. (a) In the event that on the
CAM Exchange Date any Letter of Credit shall be outstanding and undrawn in whole
or in part, or any amount drawn under a Letter of Credit shall not have been
reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as
the case may be, or with the proceeds of a Revolving Loan, each Revolving Lender
shall promptly pay over to the Administrative Agent, in immediately available
funds and in the currency that such Letters of Credit are denominated, an amount
equal to such Revolving Lender's Applicable Percentage (as notified to such
Lender by the Administrative Agent) of such Letter of Credit's undrawn face
amount or (to the extent it has not already done so) such Letter of Credit's
unreimbursed drawing, together with interest thereon from the CAM Exchange Date
to the date on which such amount shall be paid to the Administrative



                                      111



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

                  (b) In the event that after the CAM Exchange Date any drawing
shall be made in respect of a Letter of Credit, the Administrative Agent shall,
at the request of the Issuing Bank, withdraw from the LC Reserve Account of each
Lender any amounts, up to the amount of such Lender's CAM Percentage of such
drawing, deposited in respect of such Letter of Credit and remaining on deposit
and deliver such amounts to the Issuing Bank in satisfaction of the
reimbursement obligations of the Revolving Lenders under Section 2.05(e) (but
not of the Parent Borrower and the Foreign Subsidiary Borrowers under Section
2.05(f), respectively). In the event any Revolving Lender shall default on its
obligation to pay over any amount to the Administrative Agent in respect of any
Letter of Credit as provided in this Section 9.02, the Issuing Bank shall, in
the event of a drawing thereunder, have a claim against such Revolving Lender to
the same extent as if such Lender had defaulted on its obligations under Section
2.05(e), but shall have no claim against any other Lender in respect of such
defaulted amount, notwithstanding the exchange of interests in the reimbursement
obligations pursuant to Section 9.01. Each other Lender shall have a claim
against such defaulting Revolving Lender for any damages sustained by it as a
result of such default, including, in the event such Letter of Credit shall
expire undrawn, its CAM Percentage of the defaulted amount.

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

                  (d) With the prior written approval of the Administrative
Agent and the Issuing Bank, any Lender may withdraw the amount held in its LC
Reserve Account in



                                      112




respect of the undrawn amount of any Letter of Credit. Any Lender making such a
withdrawal shall be unconditionally obligated, in the event there shall
subsequently be a drawing under such Letter of Credit, to pay over to the
Administrative Agent, for the account of the Issuing Bank on demand, its CAM
Percentage of such drawing.

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


                                   ARTICLE X

                                  Miscellaneous
                                  -------------

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

                  (a) if to Holdings, the Parent Borrower, any Subsidiary Term
Borrower or any Foreign Subsidiary Borrower, to the Parent Borrower (on behalf
of itself, Holdings, any Subsidiary Term Borrower and any Foreign Subsidiary
Borrower) at 39400 Woodward Avenue, Suite 130, Bloomfield Hills, MI 48304,
Attention of R. Jeffrey Pollock, General Counsel (Telecopy No. (248) 631-5455),

         with a copy to

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

                  (b) if to the Administrative Agent, to JPMorgan Chase Bank,
Loan and Agency Services Group, 1111 Fannin, 10th floor, Houston, Texas 77002
Attention of Debbie Meche (Telecopy: 713-750-2938), with a copy to JPMorgan
Chase Bank, 270 Park Avenue, New York, New York 10017, Attention of Richard
Duker (Telecopy No. 212-270-5127);

                  (c) if to the Issuing Bank, to it at JPMorgan Chase Bank,
Standby Letters of Credit, 10420 Highland Mn Dr BL2, Tampa, Florida, 33610 4th
floor (Telecopy: 813-



                                      113



432-5161) attention of James Alonzo, and in the event that there is more than
one Issuing Bank, to such other Issuing Bank at its address (or telecopy number)
set forth in its Administrative Questionnaire;

                  (d) if to JPMCB, as Swingline Lender, to it at 1111 Fannin,
10th floor, Houston, Texas 77002, Attention of Debbie Meche (Telecopy:
713-750-2938);

                  (e) if to Comerica, as Swingline Lender, to it at Comerica
Tower at Detroit Center, 500 Woodward Avenue, 9th Floor, M/C 3270, Detroit, MI
48226, Attention of Tammy Gurne (Telecopy No. (313) 222-5182); and

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

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

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

                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, the Parent Borrower, each Subsidiary Term Borrower
(but only to the extent such waiver, amendment or modification relates to such
Subsidiary Term Borrower), each Foreign Subsidiary Borrower (but only to the
extent such waiver, amendment or modification relates to such Foreign Subsidiary
Borrower) and the Required Lenders or, in the case of any other Loan Document,
pursuant to an agreement or agreements in writing entered into by the
Administrative Agent and the Loan Party or Loan Parties that are parties
thereto, in each case with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the
written



                                      114




consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the maturity of any Loan, or any scheduled date of payment of the
principal amount of any Term Loan under Section 2.10, or the required date of
reimbursement of any LC Disbursement, or any date for the payment of any
interest or fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment or
postpone the scheduled date of expiration of any Letter of Credit beyond the
Revolving Maturity Date, without the written consent of each Lender affected
thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro
rata sharing of payments required thereby, without the written consent of each
Lender, (v) change the percentage set forth in the definition of "Required
Lenders" or any other provision of any Loan Document (including this Section)
specifying the number or percentage of Lenders (or Lenders of any Class)
required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be), (vi) release
Holdings or any Subsidiary Loan Party from its Guarantee under the Guarantee
Agreement (except as expressly provided in the Guarantee Agreement), or limit
its liability in respect of such Guarantee, without the written consent of each
Lender, (vii) release all or substantially all of the Collateral from the Liens
of the Security Documents, without the written consent of each Lender (except as
expressly provided in the Security Documents) or (viii) change any provisions of
any Loan Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of any Class differently than
those holding Loans of any other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments
of each affected Class; provided, further, that (A) no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative
Agent, the Issuing Bank or the Swingline Lender without the prior written
consent of the Administrative Agent, the Issuing Bank or the Swingline Lender,
as the case may be, and (B) any waiver, amendment or modification of this
Agreement that by its terms affects the rights or duties under this Agreement of
the Revolving Lenders (but not the Tranche B Lenders and Incremental Lenders),
the Tranche B Lenders (but not the Revolving Lenders and Incremental Lenders) or
the Incremental Lenders (but not the Revolving Lenders and Tranche B Lenders)
may be effected by an agreement or agreements in writing entered into by
Holdings, the Parent Borrower, each Subsidiary Term Borrower (but only to the
extent such waiver, amendment or modification relates to such Subsidiary Term
Borrower), each Foreign Subsidiary Borrower (but only to the extent such waiver,
amendment or modification relates to such Foreign Subsidiary Borrower) and
requisite percentage in interest of the affected Class of Lenders that would be
required to consent thereto under this Section if such Class of Lenders were the
only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into by Holdings, the Parent Borrower, each Subsidiary Term Borrower (but only
to the extent such waiver, amendment or modification relates to such Subsidiary
Term Borrower), each Foreign Subsidiary Borrower (but only to the extent such
waiver, amendment or modification relates to such Foreign Subsidiary Borrower),
the Required Lenders and the



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Administrative Agent (and, if their rights or obligations are affected thereby,
the Issuing Bank and the Swingline Lender) if (i) by the terms of such agreement
the Commitment of each Lender not consenting to the amendment provided for
therein shall terminate upon the effectiveness of such amendment and (ii) at the
time such amendment becomes effective, each Lender not consenting thereto
receives payment in full of the principal of and interest accrued on each Loan
made by it and all other amounts owing to it or accrued for its account under
this Agreement.

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

                  (b) Holdings, the Parent Borrower, each Subsidiary Term
Borrower and each Foreign Subsidiary Borrower, jointly and severally, shall
indemnify the Agents, the Issuing Bank and each Lender, and each Related Party
of any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit
or the use of the proceeds therefrom (including any refusal by the Issuing Bank
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any Mortgaged Property or any other property
currently or formerly owned or operated by Holdings, the Parent Borrower or any
Subsidiary, or any Environmental Liability related in any way to Holdings, the
Parent Borrower or any Subsidiary, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on



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contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee.

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

                  (d) To the extent permitted by applicable law, none of
Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign
Subsidiary Borrower shall assert, and each hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or
instrument contemplated hereby, the Transactions, any Loan or Letter of Credit
or the use of the proceeds thereof.

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

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

                  SECTION 10.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except
that, subject to Section 10.15(g), none of Holdings, the Parent Borrower, any
Subsidiary Term Borrower or any Foreign Subsidiary Borrower may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by
Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign
Subsidiary Borrower without such consent shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other



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than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit) and, to the extent expressly contemplated hereby, the Related Parties of
each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

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



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that any liability of the Parent Borrower, any Subsidiary Term Borrower or any
Foreign Subsidiary Borrower to such assignee under Section 2.15, 2.16 or 2.17
shall be limited to the amount, if any, that would have been payable thereunder
by the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary
Borrower in the absence of such assignment), and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17
and 10.03). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (e) of this Section.

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

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

                  (e) Any Lender may, without the consent of the Parent
Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower, the
Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other



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

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

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 10.05. Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or



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incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17 and 10.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

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

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

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



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

                  (b) Each of Holdings, the Parent Borrower, each Subsidiary
Term Borrower and each Foreign Subsidiary Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to any Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against Holdings, the Parent Borrower, any of the
Subsidiary Term Borrowers, any of the Foreign Subsidiary Borrowers or their
properties in the courts of any jurisdiction.

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

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

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



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ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 10.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 10.12. Confidentiality. Each of the Administrative
Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its and its Lender Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential pursuant to the terms hereof), (b) to the extent requested by any
regulatory or quasi-regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Parent Borrower,
any Subsidiary Term Borrower, any Foreign Subsidiary Borrower and their
respective obligations, (g) with the consent of the Parent Borrower or (h) to
the extent such Information (i) is publicly available at the time of disclosure
or becomes publicly available other than as a result of a breach of this Section
or (ii) becomes available to the Administrative Agent, the Issuing Bank or any
Lender on a nonconfidential basis from a source other than Holdings, the Parent
Borrower or any Subsidiary (including the Receivables Subsidiary). For the
purposes of this Section, "Information" means all information received from
Holdings, the Parent Borrower or any Subsidiary (including the Receivables
Subsidiary) relating to Holdings, the Parent Borrower or any Subsidiary
(including the Receivables Subsidiary) or its business, other than any such
information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by Holdings, the
Parent Borrower or any Subsidiary (including the Receivables Subsidiary);
provided that, in the case of information received from Holdings, the Parent
Borrower or any Subsidiary (including the Receivables Subsidiary) after the
Effective Date, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.



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

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

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



                                      124



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

                  SECTION 10.15. Obligations Joint and Several. (a) Each Term
Loan Borrower agrees that it shall, jointly with the other Term Loan Borrowers
and severally, be liable for all the Obligations in respect of the Term Loans
and Term Loan Commitments (the "Term Loan Obligations"). Each Term Loan Borrower
further agrees that the Term Loan Obligations of the other Term Loan Borrowers
may be extended and renewed, in whole or in part, without notice to or further
assent from it, and that it will remain bound upon its agreement hereunder
notwithstanding any extension or renewal of any Term Loan Obligation of the
other Term Loan Borrowers.

                  (b) Each Term Loan Borrower waives presentment to, demand of
payment from and protest to the other Term Loan Borrowers of any of the Term
Loan Obligations or the other Term Loan Borrowers of any Term Loan Obligations,
and also waives notice of acceptance of its obligations and notice of protest
for nonpayment. The Term Loan Obligations of a Term Loan Borrower hereunder
shall not be affected by (i) the failure of any Term Loan Lender or the Issuing
Bank or the Administrative Agent or the Collateral Agent to assert any claim or
demand or to enforce any right or remedy against the other Term Loan Borrowers
under the provisions of this Agreement or any of the other Loan Documents or
otherwise; (ii) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Agreement, any of the other Loan Documents or any
other agreement; or (iii) the failure of any Term Loan Lender or the Issuing
Bank to exercise any right or remedy against any other Term Loan Borrower.

                  (c) Each Term Loan Borrower further agrees that its agreement
hereunder constitutes a promise of payment when due and not of collection, and
waives any right to require that any resort be had by any Term Loan Lender or
the Issuing Bank to any balance of any deposit account or credit on the books of
any Term Loan Lender or the Issuing Bank in favor of any other Term Loan
Borrower or any other person.

                  (d) The Term Loan Obligations of each Term Loan Borrower
hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including compromise, and shall not be subject to
any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Term Loan
Obligations of the other Term Loan Borrowers or otherwise. Without limiting the
generality of the foregoing, the Term Loan Obligations of each Term Loan
Borrower hereunder shall not be discharged or impaired or otherwise affected by
the failure of the Administrative Agent, the Collateral Agent or any Term Loan
Lender or the Issuing Bank to assert any claim or demand or to enforce any
remedy under this Agreement or under any other Loan Document or any other
agreement, by any waiver or modification in respect of any thereof, by any
default, failure or delay, willful or otherwise, in the performance of the Term
Loan Obligations of the other Term Loan Borrowers or by any other act or
omission which may or might in any manner or to any



                                      125



extent vary the risk of such Term Loan Borrower or otherwise operate as a
discharge of such Term Loan Borrower as a matter of law or equity.

                  (e) Each Term Loan Borrower further agrees that its
obligations hereunder shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of principal of or
interest on any Term Loan Obligation of the other Term Loan Borrowers is
rescinded or must otherwise be restored by the Administrative Agent, the
Collateral Agent or any Term Loan Lender or the Issuing Bank upon the bankruptcy
or reorganization of any of the other Term Loan Borrowers or otherwise.

                  (f) In furtherance of the foregoing and not in limitation of
any other right which the Administrative Agent, the Collateral Agent or any Term
Loan Lender or the Issuing Bank may have at law or in equity against any Term
Loan Borrower by virtue hereof, upon the failure of a Term Loan Borrower to pay
any Term Loan Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each other
Term Loan Borrower hereby promises to and will, upon receipt of written demand
by the Administrative Agent, forthwith pay, or cause to be paid, in cash the
amount of such unpaid Term Loan Obligations, and thereupon each Term Loan Lender
shall, in a reasonable manner, assign the amount of the Term Loan Obligations of
the other Term Loan Borrowers owed to it and paid by such Term Loan Borrower
pursuant to this Section 10.15 to such Term Loan Borrower, such assignment to be
pro tanto to the extent to which the Term Loan Obligations in question were
discharged by such Term Loan Borrower or make such disposition thereof as such
Term Loan Borrower shall direct (all without recourse to any Term Loan Lender
and without any representation or warranty by any Term Loan Lender).

                  (g) Notwithstanding any other provision herein, the Parent
Borrower shall be entitled, at any time and in its sole discretion, to designate
any Term Loan Borrower (including itself) to replace any other Term Borrower as
a borrower hereunder with respect to any outstanding Term Loans.


















                                      126

                                                                    EXHIBIT 31.1


                                  CERTIFICATION
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
              (CHAPTER 63, TITLE 18 U.S.C. SECTION 1350(A) AND (B))


I, Grant H. Beard, certify that:


1.       I have reviewed this quarterly report on Form 10-Q of TriMas
         Corporation;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and we have:

          a)  Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

          b)  Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

          c)  Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter that has materially
              affected, or is reasonably likely to materially affect, the
              registrant's internal control over financial reporting; and





                                      -2-


5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

          a)  All significant deficiencies and material weaknesses in the design
              or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the registrant's ability
              to record, process, summarize and report financial information;
              and

          b)  Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.



Date: November 10, 2003                      /s/ Grant H. Beard
                                             ------------------
                                             Grant H. Beard
                                             Chief Executive Officer

                                      -3-


                                                                    EXHIBIT 31.2


                                  CERTIFICATION
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
              (CHAPTER 63, TITLE 18 U.S.C. SECTION 1350(A) AND (B))


I, Benson K. Woo, certify that:


1.       I have reviewed this quarterly report on Form 10-Q of TriMas
         Corporation;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and we have:

          a)  Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

          b)  Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

          c)  Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter that has materially
              affected, or is reasonably likely to materially affect, the
              registrant's internal control over financial reporting; and





                                      -4-


5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

          a)  All significant deficiencies and material weaknesses in the design
              or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the registrant's ability
              to record, process, summarize and report financial information;
              and

          b)  Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.



Date: November 10, 2003     /s/ Benson K. Woo
                            -----------------
                            Benson K. Woo
                            Chief Financial Officer
                            (Chief Accounting Officer and Authorized Signatory)

                                      -5-


                                                                    EXHIBIT 32.1


                                  CERTIFICATION
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
              (CHAPTER 63, TITLE 18 U.S.C. SECTION 1350(A) AND (B))


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18
U.S.C. Section 1350(a) and (b)), the undersigned hereby certifies in his
capacity as an officer of TriMas Corporation (the "Company") that the Quarterly
Report of the Company on Form 10-Q for the period ended September 30, 2003 fully
complies with the requirements of Section 13(a) of the Securities Exchange Act
of 1934, as amended, and that the information contained in such report fairly
presents, in all material respects, the financial condition and results of
operations of the Company at the end of and for the periods covered by such
Report.

Date: November 10, 2003                         /s/ Grant H. Beard
                                                ------------------
                                                Grant H. Beard
                                                Chief Executive Officer


This certification will not be deemed filed for purposes of Section 18 of the
Exchange Act (15 U.S.C. 78), or otherwise subject to the liability of that
section. Such certification will not be deemed to be incorporated by reference
into any filing under the Securities Act or the Exchange Act, except to the
extent that the registrant specifically incorporates it by reference.

                                      -6-



                                                                    EXHIBIT 32.2


                                  CERTIFICATION
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
              (CHAPTER 63, TITLE 18 U.S.C. SECTION 1350(A) AND (B))


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18
U.S.C. Section 1350(a) and (b)), the undersigned hereby certifies in his
capacity as an officer of TriMas Corporation (the "Company") that the Quarterly
Report of the Company on Form 10-Q for the period ended September 30, 2003 fully
complies with the requirements of Section 13(a) of the Securities Exchange Act
of 1934, as amended, and that the information contained in such report fairly
presents, in all material respects, the financial condition and results of
operations of the Company at the end of and for the periods covered by such
Report.

Date: November 10, 2003     /s/ Benson K. Woo
                            -----------------
                            Benson K. Woo
                            Chief Financial Officer
                            (Chief Accounting Officer and Authorized Signatory)



This certification will not be deemed filed for purposes of Section 18 of the
Exchange Act (15 U.S.C. 78), or otherwise subject to the liability of that
section. Such certification will not be deemed to be incorporated by reference
into any filing under the Securities Act or the Exchange Act, except to the
extent that the registrant specifically incorporates it by reference.