8-K

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

                                    FORM 8-K

                                 Current Report

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

                                 April 29, 2005
                Date of Report (Date of earliest event reported)


                              METALDYNE CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                      001-12068             38-2513957
(State or other jurisdiction of          (Commission         (I.R.S. Employer
 incorporation or organization)          file number)       Identification No.)

                  47659 Halyard Drive, Plymouth, Michigan 48170
                    (Address of principal executive offices)

                                 (734) 207-6200
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement communication s pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================



Item 1.01  Regulation FD Disclosure.

     On April 29, 2005, Metaldyne Corporation and its wholly owned special
purpose subsidiary, MRFC, Inc., entered into a new accounts receivable financing
facility with General Electric Capital Corporation ("GECC"). Concurrently with
entering into the new facility, the registrant's former accounts receivable
financing facility with JPMorgan Chase Bank, N.A. (the "Former Facility") was
repaid in full and terminated. The terms of the new facility are generally
consistent with those of the Former Facility, but include (a) a maturity date of
January 1, 2007, (b) improved customer concentration limits, (c) increased
program availability and (d) adjustments to certain default triggers. The new
facility further provides that upon the Company entering into an intercreditor
agreement with the agent under its senior secured credit facilities, the
Receivables Transfer Agreement will be automatically amended to (a) further
increase program availability and (b) increase the applicable margin on LIBOR
based drawings from 1.5% to 1.75% (increasing further 0.25% thereafter each 90
days to a maximum of 2.25%) and increase the applicable margin on Base Rate
based drawings from 0.5% to 0.75% (increasing further 0.25% thereafter each 90
days to a maximum of 2.25%). If the Company has not entered into an
intercreditor agreement with the agent under its senior secured credit
facilities within sixty days, then the improved terms of the new facility
related to certain default triggers and certain customer concentration limits
will revert back to the terms under the Former Facility.

     The Receivables Purchase Agreement and Receivables Transfer Agreement are
filed herewith as Exhibits 99.1 and 99.2, respectively.


Item 9.01  Financial Statements and Exhibits.


     (c) Exhibits. The following exhibit is filed herewith:



Exhibit 99.1                 Receivables Purchase Agreement

Exhibit 99.2                 Receivables Transfer Agreement








                                   SIGNATURES


     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.

Dated:  May 4, 2005


                                METALDYNE CORPORATION


                                By:  /s/ Jeffrey M. Stafeil
                                     ------------------------------------
                                     Name:  Jeffrey M. Stafeil
                                     Title: Executive Vice President
                                            and Chief Financial Officer

EX-99.1

Exhibit 99.1






                         RECEIVABLES PURCHASE AGREEMENT


                                      among


                             METALDYNE CORPORATION,

                            THE SELLERS NAMED HEREIN

                                   as Sellers,


                                       and


                                   MRFC, INC.





                           Dated as of April 29, 2005










                         RECEIVABLES PURCHASE AGREEMENT, dated as of April 29,
                    2005 (as amended, supplemented or otherwise modified and in
                    effect from time to time, this "Agreement"), among Metaldyne
                    Corporation, a Delaware corporation ("Metaldyne"), the
                    subsidiaries of Metaldyne identified as Sellers on Schedule
                    I annexed hereto, as sellers, (each, individually, a
                    "Seller" and collectively, the "Sellers"), and MRFC, Inc., a
                    Delaware corporation, as purchaser hereunder (in such
                    capacity, "MRFC").


                              W I T N E S S E T H :


     WHEREAS, MRFC desires to purchase from time to time certain accounts
receivable existing on the Closing Date and thereafter until the Purchase
Termination Date;

     WHEREAS, the Sellers desire to sell and assign from time to time such
certain accounts receivable to MRFC upon the terms and conditions hereinafter
set forth;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed by and among
MRFC and the Sellers as follows:

                                    Article I

                                   Definitions

     SECTION 1.01. Definitions. All capitalized terms used herein shall have the
meanings specified herein or, if not so specified, the meaning specified in, or
incorporated by reference into, Schedule A to the Receivables Transfer
Agreement, dated as of the date hereof (as amended, supplemented or otherwise
modified and in effect from time to time, the "Receivables Transfer Agreement"),
by and among MRFC, as Transferor thereunder, Metaldyne, individually, as
Collection Agent and as Guarantor thereunder, the several Purchasers named
therein, and General Electric Capital Corporation, as Administrative Agent
thereunder.

     SECTION 1.02. Other Terms. All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting
principles. All terms used in Article 9 of the Relevant UCC, and not
specifically defined herein, are used herein as defined in such Article 9.

     SECTION 1.03. Computation of Time Periods. Unless otherwise stated in this
Agreement, in the computation of a period of time from a specified date to a
later specified date, the word "from" means "from and including" and the words
"to" and "until" each means "to but excluding," and the word "within" means
"from and excluding a specified date and to and including a later specified
date."



                                       1


                                   Article II

                Purchase, Conveyance and Servicing of Receivables

     SECTION 2.01. Sales. (a) Upon the terms and subject to the conditions set
forth herein, and without recourse (except such limited recourse as is
specifically provided for in Sections 5.01(q), 6.01 and 6.02), each of the
Sellers hereby sells, assigns, transfers and conveys to the MRFC, and MRFC
hereby purchases from each of the Sellers, all of such Seller's right, title and
interest, whether now owned or hereafter acquired and wherever located, in, to
and under the Receivables outstanding on the Closing Date and thereafter owned
by each of the Sellers, through any Purchase Termination Date, together with all
Related Security and Collections with respect thereto (to the extent that such
right, title and interest was not already purchased by MRFC) and all Proceeds of
the foregoing. Such interest in the Receivables, expressed as a dollar amount,
shall be equal to the aggregate unpaid balance of the Receivables from time to
time. Any sale, assignment, transfer and conveyance hereunder does not
constitute an assumption by MRFC of any obligations of the Sellers or any other
Person to Obligors or to any other Person in connection with the Receivables or
under any Related Security or any other agreement or instrument relating to the
Receivables.

     (b) In connection with such sale, each Seller agrees to execute and deliver
for filing (or authorize the filing) on or prior to the Closing Date, at its own
expense, a financing statement or statements (Form UCC-1) with respect to the
Receivables and the other property described in Section 2.01(a) sold by such
Seller hereunder meeting the requirements of applicable state law in such manner
and in such jurisdictions as are necessary to perfect and protect the interests
of MRFC created hereby in the Receivables under the Relevant UCC against all
creditors of, and purchasers from, such Seller, and to deliver either the
originals of such financing statements or a file-stamped copy of such financing
statements or other evidence of such filings to MRFC on or prior to the Closing
Date.

     (c) Each of the Sellers agrees that from time to time, at its expense, it
will promptly execute and deliver all instruments and documents and take all
actions as may be necessary or as MRFC may reasonably request in order to
perfect or protect the interest of MRFC in the Receivables purchased hereunder
or to enable MRFC to exercise or enforce any of its rights hereunder. Without
limiting the foregoing, each Seller will, in order to accurately reflect this
purchase and sale transaction, execute and file (or authorize the filing of)
such financing or continuation statements or amendments thereto or assignments
thereof (as permitted pursuant hereto) as may be requested by MRFC and mark its
master data processing records (or related subledger) and other documents with a
legend describing the purchase by MRFC of the Receivables and the interest
transferred by MRFC to the Administrative Agent pursuant to the Receivables
Transfer Agreement and stating "An interest in these accounts receivable has
been granted to General Electric Capital Corporation, as Administrative Agent,
pursuant to a Receivables Transfer Agreement dated as of April 29, 2005." The
Sellers shall, upon request of MRFC, obtain such additional search reports as
MRFC shall request. To the fullest extent permitted by applicable law, MRFC
shall be permitted and authorized to file continuation statements



                                       2


and amendments thereto and assignments thereof without the Sellers' signatures.
Carbon, photographic or other reproduction of this Agreement or any financing
statement shall be sufficient as a financing statement.

     (d) It is the express intent of the Sellers and MRFC that the conveyance of
the Receivables by the Sellers to MRFC pursuant to this Agreement be construed
as a sale of such Receivables by the Sellers to MRFC. Further, it is not the
intention of the Sellers and MRFC that such conveyance be deemed a grant of a
security interest in the Receivables by the Sellers to MRFC to secure a debt or
other obligation of the Sellers. Except under the limited circumstances
described in Sections 5.01(q), 6.01 and 6.02, the Sellers shall have no right or
obligation hereunder to repurchase or otherwise reacquire any such Receivables.
Except as otherwise provided in Sections 5.01(q), 6.01 and 6.02, each sale of
Receivables by the Sellers hereunder is made without recourse of any kind.
However, in the event that, notwithstanding the intent of the parties, the
Receivables are construed to constitute property of the Sellers, then (i) this
Agreement shall be deemed to be, and hereby is, a security agreement within the
meaning of the Relevant UCC; and (ii) the conveyances by each of the Sellers
provided for in this Agreement shall be deemed to be, and each of the Sellers
hereby grants to MRFC, a security interest in, to and under all of such Seller's
right, title and interest in, to and under the Receivables, together with all
Related Security and Collections with respect thereto and all Proceeds of the
foregoing, to secure the rights of MRFC set forth in this Agreement or as may be
determined in connection therewith by applicable law. The Sellers and MRFC
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Receivables, such security interest would be deemed to be a
perfected security interest in favor of MRFC under applicable law and will be
maintained as such throughout the term of this Agreement.

     SECTION 2.02. Servicing of Receivables. The servicing, administering and
collection of the Receivables shall be conducted by each of the Sellers, as
agents of the Collection Agent, in accordance with the terms and conditions of
the Receivables Transfer Agreement. Each Seller hereby agrees to perform, take
or cause to be taken all such action as may be necessary or advisable to collect
each Receivable from time to time, all in accordance with the terms and
conditions of the Receivables Transfer Agreement, the Credit and Collection
Policy and applicable laws, rules and regulations and with the care and
diligence which each of the Sellers employs in servicing similar receivables for
its own account. MRFC hereby appoints each of the Sellers as its agent to
enforce MRFC's rights and interests in, to and under the Receivables, the
Related Security and the Collections with respect thereto. To the extent
permitted by applicable law, each Seller hereby grants to any Collection Agent
appointed under the Receivables Transfer Agreement and at any time following the
designation of a Collection Agent other than Metaldyne, any Seller or MRFC, to
the Administrative Agent an irrevocable power of attorney to take in the
Seller's name and on behalf of the Seller any and all steps necessary or
desirable, in the reasonable determination of the Collection Agent or the
Administrative Agent, to collect all amounts due under any and all Receivables,
including, without limitation, endorsing the Seller's name on checks and other
instruments representing Collections and enforcing such Receivables and the
related Contracts. Each of the Sellers



                                       3


shall hold in trust for MRFC, in accordance with its interests, all Records
which evidence or relate to the Receivables or Related Security, Collections and
Proceeds with respect thereto. Notwithstanding anything to the contrary
contained herein, from and after the occurrence of a Termination Event or a
Collection Agent Default, the Administrative Agent, upon written notice to the
Collection Agent on behalf of the Purchasers, shall have the absolute and
unlimited right to terminate the Sellers' servicing activities described in this
Section 2.02. In consideration of the foregoing, MRFC agrees to pay each Seller
a servicing fee of one percent (1.0%) per annum on the aggregate Outstanding
Balance of the Receivables sold by such Seller, payable monthly, for its
performance of the duties and obligations described in this Section 2.02;
provided that any such monthly payment shall be reduced by any amounts payable
in such month by the Purchasers to Metaldyne in its capacity as Collection Agent
pursuant to the Receivables Transfer Agreement.

                                   ARTICLE III

                      Consideration and Payment; Reporting

     SECTION 3.01. Purchase Price. The purchase price for the Receivables and
related property conveyed to MRFC by the Sellers under this Agreement (other
than Receivables and related property contributed to MRFC pursuant to the
penultimate sentence of Section 3.02(a))on any Business Day shall be a dollar
amount equal to the product of (i) the aggregate Outstanding Balance of the
Receivables sold on such Business Day and (ii) the then applicable Discount
Percentage (the "Purchase Price").

     SECTION 3.02. Payment of Purchase Price. (a) The Purchase Price for each
Receivable sold hereunder on any Business Day shall be paid or provided for on
the Business Day on which such sale occurred (i) by payment in immediately
available funds to the extent MRFC has such funds available and (ii) to the
extent such funds are not available, by increasing the amount due under the
Subordinated Note by notation thereon; provided, however, that the aggregate
outstanding principal amount of the Subordinated Note on any Business Day (after
giving effect to all repayments thereof on or before such Business Day) shall
not exceed the lesser of (x) 30% of the Outstanding Balance of the Receivables
purchased hereunder existing on such Business Day and (y) an amount that would
cause MRFC's net worth (as defined in accordance with GAAP) to be less than
$25,000,000. To the extent that MRFC does not have sufficient cash or
availability under the Subordinated Note to pay the total Purchase Price for
Receivables sold on any Business Day in full, Metaldyne Company LLC may make a
cash capital contribution to MRFC. No sales of Receivables shall be made
hereunder on and after the Purchase Termination Date.

     (b) All advances made by the Sellers to Purchaser pursuant to Section
3.02(a) (each, an "Advance") shall be evidenced by a single subordinated note,
duly executed on behalf of Purchaser, in substantially the form of Exhibit A
annexed hereto, delivered on the Closing Date and payable to Metaldyne, as agent
for the Sellers (as amended, supplemented or otherwise modified and in effect
from time to time, the "Subordinated Note"). The Collection Agent is hereby
authorized by Purchaser to endorse on the schedule attached to the Subordinated
Note (or a continua-



                                       4


tion of such schedule attached thereto and made a part thereof) an appropriate
notation evidencing the date and amount of each Advance, as well as the date and
amount of each payment with respect thereto; provided, however, that the failure
of any Person to make such a notation shall not affect any obligations of
Purchaser thereunder. Any such notation shall be conclusive and binding as to
the date and amount of such Advance, or payment of principal or interest
thereon, absent manifest error.

     (c) The terms and conditions of the Subordinated Note and all Advances
thereunder shall be as follows:

     (i) Allocation of Advances. Advances shall be allocated among the Sellers
pro rata according to the Purchase Price due to each Seller on the date such
Advances are made.

     (ii) Repayment of Advances. All amounts paid by MRFC with respect to the
Advances shall be allocated first to the repayment of accrued interest until all
such interest is paid, and then to the outstanding principal amount of the
Advances. Subject to the provisions of this Agreement, MRFC may borrow, repay
and reborrow Advances on and after the date hereof and prior to the termination
of this Agreement, subject to the terms, provisions and limitations set forth
herein.

     (iii) Interest. The Subordinated Note shall bear interest from its date on
the outstanding principal balance thereof at an initial rate per annum equal to
7.75%, adjusted on each Interest Payment Date (as defined therein) to an amount
equal to the Prime Rate (as defined therein) plus 2%. Interest on each Advance
shall be computed based on the number of days elapsed in a year of 360 days.

     (iv) Sole and Exclusive Remedy; Subordination. MRFC shall be obligated to
repay Advances to the Sellers only to the extent of funds available to MRFC from
Collections on the Receivables and, to the extent that such payments are
insufficient to pay all amounts owing to the Sellers under the Subordinated
Note, the Sellers shall not have any claim against MRFC for such amounts and no
further or additional recourse shall be available against Purchaser. The
Subordinated Note shall be fully subordinated to any rights of the
Administrative Agent, on behalf of the Purchasers pursuant to the Receivables
Transfer Agreement, and shall not evidence any rights in the Receivables or
related property.

     (v) Offsets, etc. MRFC may offset any amount due and owing by the Sellers
to MRFC against any amount due and owing by MRFC to the Sellers under the terms
of the Subordinated Note.

     SECTION 3.03. Reports. Each Seller will furnish to the Collection Agent all
information with respect to the Receivables sold by such Seller under this
Agreement required by the Collection Agent in order to complete the weekly
Deposit Reports and monthly Settlement Statements delivered by the Collection
Agent pursuant to the Receivables Transfer Agreement. Each delivery of a Deposit
Report and Settlement Statement by the Collection Agent shall be deemed to be a
representation and warranty by each Seller that all information set forth in
those reports with re-



                                       5


spect to the Receivables sold by such Seller under this Agreement and
Collections thereof is true and correct.

     SECTION 3.04. Transfer of Records. (a) In connection with the Purchase of
Receivables hereunder, each of the Sellers hereby sells, transfers, and conveys
to MRFC all of its right and title to and interest in the Records relating to
all of its Receivables sold hereunder, without the need for any further
documentation in connection with any Purchase. In connection with such transfer,
each of the Sellers hereby grants to MRFC, the Collection Agent and the
Administrative Agent an irrevocable, non-exclusive license to use without
royalty or payment of any kind, all software used by such Seller to account for
its Receivables, to the extent necessary to administer its Receivables, whether
such software is owned by the Parent or is owned by others and used by the
Parent under license agreements with respect thereto, provided that should the
consent of any licensor to such grant of license described herein be required,
each Seller agrees that upon the request of MRFC, the Collection Agent or the
Administrative Agent, such Seller will use reasonable efforts to obtain the
consent of such third-party licensor. The irrevocable license hereby granted
shall terminate on the date when the Net Investment has been reduced to zero,
all other Aggregate Unpaids have been paid in full and the Commitments have been
terminated.

     (b) Each Seller shall take such action as requested by MRFC, from time to
time hereafter, that may be necessary or appropriate to ensure that MRFC and its
assignees have an enforceable right to use all Records and all software used to
account for the Receivables and/or recreate such records.

     (c) The use of Records by MRFC is subject to Section 9.14 of this
Agreement.

     SECTION 3.05. Payments and Computations. All amounts due to be paid or
deposited by MRFC hereunder shall be paid or deposited in accordance with the
terms hereof on the day when due in immediately available funds to the account
designated from time to time by the Sellers or as otherwise directed by the
Sellers. In the event that any payment owed by any Person hereunder becomes due
on a day that is not a Business Day, then such payment shall be made on the next
succeeding Business Day. Except as otherwise provided in the Transaction
Documents, any amount due hereunder that is not paid when due hereunder shall
bear interest at the Base Rate as in effect from time to time until paid in
full; provided, however, that such interest rate shall not at any time exceed
the maximum rate permitted by applicable law. All computations of interest
payable hereunder shall be made on the basis of a year of 360 days for the
actual number of days (including the first, but excluding the last) elapsed.

                                   ARTICLE IV

                         Representations and Warranties



                                       6


     SECTION 4.01. Sellers' Representations and Warranties. Each of the Sellers
represents and warrants to MRFC as of the Closing Date and on each Business Day
on which Receivables are sold hereunder:

     (a) Corporate Existence and Power. Such Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
its incorporation and has all requisite corporate power and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business in each jurisdiction in which its business is now conducted
except where the failure to have such licenses, authorizations, consents and
approvals would not have a Material Adverse Effect. Such Seller is duly
qualified to do business in, and is in good standing in, every other
jurisdiction in which the nature of its business requires it to be so qualified,
except where the failure to be so qualified or in good standing would not have a
Material Adverse Effect.

     (b) Corporate and Governmental Authorization; Contravention. The execution,
delivery and performance by such Seller of the Transaction Documents to which it
is a party are within such Seller's corporate powers, have been duly authorized
by all necessary corporate action, require no action by or in respect of, or
filing with, any Official Body or official thereof (except for the filing of UCC
financing statements as required by this Agreement), and to the best of the
Sellers' knowledge, do not contravene, or constitute a default under, any
provision of applicable law, rule or regulation or of the Certificate of
Incorporation or the By-Laws of such Seller or of any agreement, judgment,
injunction, order, writ, decree or other instrument binding upon such Seller or
result in the creation or imposition of any Adverse Claim on the assets of such
Seller (except those created by this Agreement or the Receivables Transfer
Agreement).

     (c) Valid Sale; Binding Effect. Each purchase from such Seller of
Receivables and Related Security by MRFC hereunder shall constitute a valid sale
and assignment by such Seller to MRFC, enforceable against creditors of, and
purchasers from, such Seller. Each of the Transaction Documents to which such
Seller is a party will constitute the legal, valid and binding obligation of
such Seller, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws affecting the rights of creditors and general equitable
principles (whether considered in a proceeding in equity or at law).

     (d) Quality of Title. Immediately preceding the sale by such Seller of any
Receivables and Related Security pursuant to this Agreement, such Seller was the
owner of all of such Receivables, free and clear of all liens, encumbrances,
security interests, preferences or other security arrangement. On or prior to
the date hereof, all financing statements and other documents required to be
recorded or filed in order to perfect and protect the interest of MRFC in, to
and under the Receivables against all creditors of and purchasers from such
Seller will have been duly filed in each filing office necessary for such
purpose and all filing fees and taxes, if any, payable in connection with such
filings shall have been paid in full.



                                       7


     (e) Accuracy of Information. All written information heretofore furnished
by such Seller to MRFC, the Collection Agent, the Administrative Agent or the
Purchasers for purposes of or in connection with this Agreement, any other
Transaction Document, or any transaction contemplated hereby or thereby is, and
all such information hereafter furnished by such Seller to MRFC, the Collection
Agent, the Administrative Agent, or the Purchasers will be, true and accurate in
every material respect, on the date such information is stated or certified.

     (f) Tax Status. Such Seller has filed all material tax returns (Federal,
state and local) required to be filed and has paid or made adequate provision
for the payment of all material taxes, assessments and other similar
governmental charges other than taxes contested in good faith and for which
adequate reserves have been established in accordance with GAAP and taxes which
are not yet due and payable.

     (g) Litigation. Except as set forth in Exhibit B hereof, there are no
actions, suits or proceedings pending, or to the knowledge of such Seller
threatened, against or affecting such Seller or any Affiliate of the Seller or
their respective properties, in or before any court, arbitrator or other
Official Body, which could reasonably be expected to, individually or in the
aggregate, have a Material Adverse Effect.

     (h) Name; Type of Entity; Place of Business. Such Seller's name as it
appears in official filings in the state of its incorporation or other
organization, the type of entity of such Seller (including corporation,
partnership, limited partnership or limited liability company), the
organizational identification number issued to such Seller by its jurisdiction
of incorporation or organization (or a statement that no such number has been
issued), such Seller's jurisdiction of organization or incorporation, the
location of the principal place of business and chief executive office of such
Seller, and the location of the offices where such Seller keeps all its Records,
in each case as of the Closing Date, are specified on Schedule I attached hereto
and such Seller has not changed any such name, type, number, jurisdiction or
location except to the extent that such Seller has given MRFC and the
Administrative Agent written notice thereof in accordance with this Agreement.

     (i) Solvency. Such Seller is not insolvent, does not have unreasonably
small capital with which to carry on its business, is able to pay its debts
generally as they become due and payable, and its liabilities do not exceed its
assets.

     (j) Tradenames, Etc. As of the date hereof: (i) such Seller has no
divisions; and (ii) such Seller has, within the last five years, operated only
under the tradenames identified for it on Exhibit J to the Receivables Transfer
Agreement, and, within the last five (5) years, has not changed its name,
changed its organizational or corporate form, changed its jurisdiction of
incorporation or organization, or merged with or into or consolidated with any
other Person or been the subject of any proceeding under Title 11, United States
Code (Bankruptcy), except as disclosed in Exhibit J to the Receivables Transfer
Agreement.

     (k) Nature of Receivables. Each Receivable of such Seller included in the
calculation of the Net Receivables Balance in fact satisfies at such time the
definition of "Eligible Receivable" and is an "eligible asset" as defined in
Rule 3a-7



                                       8


under the Investment Company Act of 1940, as amended, and is not a Defaulted
Receivable.

     (l) Credit and Collection Policy. Since the Closing Date, there have been
no material changes in the Credit and Collection Policy other than as permitted
hereunder.

     (m) Collections and Servicing. Since May 31, 2004, there has been no
material adverse change in the ability of such Seller to service and collect the
Receivables.

     (n) Binding Effect of Receivables and Contract. Each Receivable of such
Seller and the related Contract constitutes a legal, valid and binding
obligation of the Obligor, enforceable against the Obligor, subject to the
effect of bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally and general equitable principles (whether considered
in a proceeding at law or in equity).

     (o) Not an Investment Company. Such Seller is not, nor is it controlled by,
an "investment company" within the meaning of the Investment Company Act of
1940, as amended, and it is exempt from all provisions of such Act.

     (p) ERISA. Such Seller and its ERISA Affiliates are in compliance in all
material respects with ERISA, and no lien exists in favor of the Pension Benefit
Guaranty Corporation on any of the Receivables.

     (q) Lock-Box Accounts. The names and addresses of all the Lock-Box Banks,
together with the account numbers of the Lock-Box Accounts at such Lock-Box
Banks, are specified in Exhibit C to the Receivables Transfer Agreement. All
Obligors have been instructed to make payment to a Lock-Box Account.

     (r) Bulk Sales. No transaction contemplated by this Agreement requires
compliance with any bulk sales act or similar law.

     (s) Reasonably Equivalent Value. The Purchase Price constitutes reasonably
equivalent value in consideration for the transfer by such Seller to MRFC of
Receivables from such Seller pursuant to this Agreement and no such transfer has
been made for or on account of an antecedent debt owed by such Seller to MRFC,
and no such transfer is or may be voidable or subject to avoidance under any
section of the Bankruptcy Code.

     SECTION 4.02. Reaffirmation of Representations and Warranties by the
Sellers; Notice of Breach. On the Closing Date and on each Business Day on which
Receivables are sold hereunder, the Sellers, by accepting the proceeds of such
sale, shall be deemed to have certified that all representations and warranties
of the Sellers set forth in Section 4.01 are true and correct on and as of such
day as though made on and as of such day. The representations and warranties set
forth in Section 4.01 shall survive (i) the conveyance of the Receivables to
MRFC, (ii) the termination of the rights and obligations of MRFC and the Sellers
under this Agreement and (iii) the termination of the rights and obligations of
the Transferor, the Sellers and the Administrative Agent under the Receivables
Transfer Agreement. Upon the coming



                                       9


to the knowledge of any Responsible Officer of MRFC or any of the Sellers of a
breach of any of the foregoing representations and warranties, the party with
knowledge of such breach shall give prompt written notice to the other within
three (3) Business Days of such discovery.

                                    ARTICLE V

                            Covenants of the Sellers

     SECTION 5.01. Covenants of the Sellers. Each of the Sellers hereby
covenants and agrees with MRFC that, for so long as this Agreement is in effect,
and until all Receivables which have been sold to MRFC pursuant hereto, shall
have been paid in full or written-off as uncollectible, and all amounts owed by
the Sellers pursuant to this Agreement have been paid in full, unless MRFC and
the Administrative Agent otherwise consents in writing, as follows:

     (a) Conduct of Business. Such Seller will, and will cause each of its
Affiliates to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and do all things necessary to remain duly organized, validly existing
and in good standing in its jurisdiction of incorporation and will maintain all
requisite authority to conduct its business in each jurisdiction in which its
business is conducted except where the failure to be so qualified or in good
standing would not have a Material Adverse Effect.

     (b) Compliance with Laws. Such Seller will, and will cause each of its
Affiliates to, comply in all material respects with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject, except to the extent that the failure to comply with such
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards would not materially adversely affect the ability of the Seller to
perform its obligations under this Agreement.

     (c) Furnishing of Information and Inspection of Records. Such Seller will
furnish to MRFC from time to time such information with respect to itself or the
Receivables as MRFC may reasonably request, including, without limitation,
listings identifying the Obligor and the Outstanding Balance for each
Receivable. Such Seller will at any time and from time to time during regular
business hours, upon reasonable notice (it being agreed that one Business Day's
notice shall be reasonable when a Termination Event or Potential Termination
Event has taken place and is continuing), and at MRFC's expense, permit MRFC,
its agents or representatives or such other individuals as MRFC may reasonably
request, (i) to examine and make copies of and abstracts from all Records and
(ii) to visit the offices and properties of such Seller for the purpose of
examining such Records, and to discuss matters relating to Receivables or such
Seller's performance hereunder with any of the officers or employees of such
Seller having knowledge of such matters.

     (d) Keeping of Records and Books of Account. Such Seller will maintain a
system of accounting established and administered in accordance with generally
accepted accounting principles, consistently applied, and will maintain and


                                       10


implement administrative and operating procedures (including, without
limitation, an ability to recreate records evidencing Receivables in the event
of the destruction of the originals thereof), and keep and maintain, or obtain,
as and when required, all documents, books, records and other information
reasonably necessary or advisable for the collection of all Receivables
(including, without limitation, records adequate to permit the daily
identification of each Receivable and all Collections of and adjustments to each
existing Receivable). Such Seller will give MRFC prompt notice of any change in
the administrative and operating procedures referred to in the previous sentence
to the extent such change could reasonably be expected to have a Material
Adverse Effect.

     (e) Performance and Compliance with Receivables and Contracts. Such Seller
at its expense will timely and fully perform and comply with all material
provisions, covenants and other promises required to be observed by it under the
Contracts related to the Receivables.

     (f) Credit and Collection Policies. Such Seller will comply in all material
respects with the Credit and Collection Policy in regard to each Receivable and
the related Contract.

     (g) Collections. Such Seller shall instruct all Obligors to cause all
Collections to be deposited directly to a Lock-Box Account.

     (h) Collections Received. Such Seller shall hold in trust for MRFC, and
deposit immediately (and in any event within one Business Day) after receipt
thereof to a Lock-Box Account all Collections received from time to time by such
Seller. Such Seller shall prevent the deposit of any funds other than
Collections into any of the Lock-Box Accounts and, to the extent that any such
funds are nevertheless deposited into any of such Lock-Box Accounts, promptly
(and in any event within one Business Day) identify any such funds to the
Collection Agent for segregation and remittance to the owner thereof. If such
Seller or any of its agents or representatives of Affiliates shall at any time
receive any cash, checks or other instruments constituting Collections, such
recipient shall segregate such payments and hold such payments in trust for MRFC
and shall, promptly upon receipt (and in any event within one Business Day
following receipt), remit all such Collections, duly endorsed or with duly
executed instruments of transfer, to a Lock-Box Account.

     (i) Sale Treatment. Such Seller agrees to treat each conveyance hereunder
for all purposes (including, without limitation, tax and financial accounting
purposes) as a sale and, to the extent any such reporting is required, shall
report the transactions contemplated by this Agreement on all relevant books,
records, tax returns, financial statements and other applicable documents as a
sale of the Receivables to MRFC.

     (j) No Sales, Liens, Etc. Except as otherwise provided herein, such Seller
will not sell, assign (by operation of law or otherwise) or otherwise dispose
of, or create or suffer to exist any Adverse Claim upon (except for the filing
of any financing statement as required under this Agreement) or with respect to,
any Receivable, Related Security or Collections or upon or with respect to any
Lock-Box Ac-



                                       11


count to which any Collections of any Receivable are sent, or, in each case,
assign any right to receive income in respect thereof.

     (k) No Extension or Amendment of Receivables. Such Seller will not extend,
amend or otherwise modify the terms of any Receivable, or amend, modify or waive
any term or condition of any Contract related thereto in a manner which
adversely affects the amount or collectibility of any Receivable, except as
provided in the Receivables Transfer Agreement, without the prior written
consent of MRFC.

     (l) No Change in Credit and Collection Policy. Except as provided in the
Receivables Transfer Agreement, such Seller will not make any change in the
Credit and Collection Policy, which change might impair such Seller's ability to
collect the Receivables, considered as a whole, in any respect.

     (m) No Mergers, Etc. Such Seller will not (i) consolidate or merge with or
into any other Person, or (ii) sell, lease or transfer all or substantially all
of its assets to any other Person; provided, that such Seller may merge with
another Person if such Seller is the surviving entity and such merger or
consolidation does not cause a Termination Event or Potential Termination Event
under Section 7.01(h) of the Receivables Transfer Agreement.

     (n) Change in Payment Instructions to Obligors; Deposits to Lock-Box
Accounts. Such Seller will not add or terminate, or make any change to, any
Lock-Box Account, except in accordance with the Receivables Transfer Agreement.
The Seller will not deposit or otherwise credit, or cause or permit to be so
deposited or credited, to any Lock-Box Account, cash or cash proceeds other than
Collections of Receivables.

     (o) Change of Name, Etc. Such Seller shall not change its name or its
jurisdiction of incorporation or organization unless at least ten (10) days
prior to the effective date of any such change such Seller delivers to MRFC and
the Administrative Agent written notice of such change together with (i)
evidence that financing statements have been filed under the Relevant UCC to the
extent necessary to reflect such change and to continue the perfection of MRFC's
interest in the Receivables and (ii) new or revised Lock-Box Account Agreements
which reflect such change and enable the Administrative Agent, on behalf of the
Purchasers, to exercise its rights under the Transaction Documents.

     (p) Separate Existence. Such Seller shall:

          (i) Maintain its deposit account or accounts, separate from those of
     MRFC and use its commercially reasonable efforts to ensure that its funds
     will not be diverted to MRFC and that its funds and assets will not be
     commingled with those of MRFC;

          (ii) To the extent that it shares any officers or other employees with
     MRFC, fairly allocate between it and MRFC the salaries of and the expenses
     related to providing benefits to such officers and other employees, and
     such Seller and MRFC shall bear their respective fair share of the salary
     and benefit costs associated with all such common officers and employees;



                                       12


          (iii) To the extent that it jointly contracts with MRFC to do business
     with vendors or service providers or to share overhead expenses, fairly
     allocate between it and MRFC the costs incurred in so doing, and it and
     MRFC shall bear their fair shares of such costs. To the extent that it
     contracts or does business with vendors or service providers where the
     goods and services provided are partially for the benefit of MRFC, the
     costs incurred in so doing shall be fairly allocated between it and MRFC in
     proportion to the benefit of the goods or services each is provided, and
     the Seller and MRFC shall bear their fair shares of such costs;

          (iv) Enter into all material transactions with MRFC, whether currently
     existing or hereafter entered into, only on an arm's length basis, it being
     understood and agreed that the transactions contemplated in the Transaction
     Documents meet the requirements of this clause (iv);

          (v) Maintain office space separate from the office space of MRFC (but
     which may be located at the same address as MRFC). To the extent that it
     and MRFC have offices in the same location, there shall be a fair and
     appropriate allocation of overhead costs between them, and each shall bear
     its fair share of such expenses subject to a written sublease agreement;

          (vi) Conduct its affairs strictly in accordance with its certificate
     of incorporation and observe all necessary, appropriate and customary
     corporate formalities, including, but not limited to, holding all regular
     and special stockholders' and directors' meetings appropriate to authorize
     all corporate action, keeping separate and accurate minutes of its
     meetings, passing all resolutions or consents necessary to authorize
     actions taken or to be taken, and maintaining accurate and separate books,
     records and accounts, including, but not limited to, payroll and
     intercompany transaction accounts;

          (vii) Not assume or guarantee any of the liabilities of MRFC;

          (viii) Take, or refrain from taking, as the case may be, all other
     actions that are necessary to be taken or not to be taken in order (x) to
     ensure that the assumptions and factual recitations set forth in the
     Specified Bankruptcy Opinion Provisions remain true and correct with
     respect to it (and, to the extent within its control, to ensure that the
     assumptions and factual recitations set forth in the Specified Bankruptcy
     Opinion Provisions remain true and correct with respect to MRFC) and (y) to
     comply with those procedures described in such provisions that are
     applicable to it; (ix) The books of account, financial reports and
     corporate records of such Seller will be maintained separately from those
     of the Parent and each other Affiliate of such Seller;

          (x) The accounting records and the published financial statements of
     such Seller will clearly show that, for accounting purposes, the
     Receivables and Related Security have been sold to MRFC;



                                       13


          (xi) Such Seller's assets will be maintained in a manner that
     facilitates their identification and segregation from those of the Parent,
     the other Sellers, the Transferor and other Affiliates of the Parent;

          (xii) Such Seller shall not, directly or indirectly, name MRFC or
     enter into any agreement to name MRFC a direct or contingent beneficiary or
     loss payee or any insurance policy covering the property of such Seller;
     and

          (xiii) Such Seller will not be, nor will hold itself out to be,
     responsible for the debts of MRFC or the decisions or actions in respect of
     the daily business and affairs of MRFC. Such Seller will immediately
     correct any known misrepresentation with respect to the foregoing, and the
     Sellers, MRFC and their Affiliates will not operate or purport to operate
     as an integrated single economic unit with respect to each other or in
     their dealing with any other entity.

     (q) Indemnification. Such Seller agrees to indemnify, defend and hold MRFC
harmless from and against any and all losses, liabilities, damages, judgments,
claims, deficiencies, or expenses (including interest, penalties, reasonable
attorneys' fees and amounts paid in settlement) to which MRFC may become subject
insofar as such losses, liabilities, damages, judgments, claims, deficiencies,
or expenses arise out of or are based upon a breach by any Seller of its
representations, warranties and covenants contained herein, or any information
certified in any schedule or certificate delivered by any of the Sellers
hereunder or in connection with the Transaction Documents, being untrue in any
material respect at any time; provided that in no event shall this Section
5.01(q) be construed to include uncollectibility of any Receivable for
credit-related reasons pertaining to the related Obligor. The obligations of the
Sellers under this Section 5.01(q) shall be considered to have been relied upon
by MRFC and the Administrative Agent, on behalf of the Purchasers, and shall
survive the execution, delivery, performance and termination of this Agreement
for a period of three (3) years following the Purchase Termination Date,
regardless of any investigation made by MRFC, the Administrative Agent or the
Purchaser or any of them.

     It is expressly understood and agreed by the parties (i) that the foregoing
indemnification is not intended to, and shall not constitute a guarantee of the
collectibility or payment of the Purchased Receivables and (ii) that nothing in
this Section 5.01(q) shall constitute recourse (except as otherwise specifically
provided in this Agreement) for (a) uncollectible Receivables or other
obligations hereunder or related costs or expenses resulting from such
indemnified Person's gross negligence or willful misconduct, (b) any franchise
taxes owed by such indemnified Person or (c) any other taxes imposed against
such indemnified Person on account of its ownership of the Purchased Receivables
to the extent such taxes are measured by or against the gross or net income or
receipts of such Person.

     (r) ERISA. (i) Such Seller will not (A) engage or permit any of its ERISA
Affiliates to engage in any prohibited transaction (as defined in Section 4975
of the Code and Section 406 of ERISA) for which an exemption is not available or
has not previously been obtained from the U.S. Department of Labor; (B) permit
to



                                       14


exist any accumulated funding deficiency (as defined in Section 302(a) of ERISA
and Section 412(a) of the Code) or funding deficiency with respect to any
Benefit Plan other than a Multiemployer Plan; (c) fail to make any payments to
any Multiemployer Plan that the Seller or any ERISA Affiliate of such Seller is
required to make under the agreement relating to such Multiemployer Plan or any
law pertaining thereto; (D) terminate any Benefit Plan so as to result in any
liability; or (E) permit to exist any occurrence of any reportable event
described in Title IV of ERISA which represents a material risk of a liability
to the Sellers, or any ERISA Affiliate of the Sellers under ERISA or the Code,
if such prohibited transactions, accumulated funding deficiencies, failure to
make payments, terminations and reportable events occurring within any fiscal
year of the Sellers, in the aggregate, involve a payment of money or an
incurrence of liability by the Sellers or any ERISA Affiliate of the Sellers, in
an amount which would reasonably be expected to have a Material Adverse Effect
and (ii) such Seller shall promptly give MRFC written notice upon becoming aware
that such Seller is not in compliance in all material respects with ERISA or
that any ERISA lien on any of the Receivables exists and, promptly after the
receipt or filing thereof, shall provide MRFC with copies of all reports and
notices with respect to any reportable event (as defined in Article IV of ERISA)
which such Seller or any ERISA Affiliate thereof files under ERISA with the
Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S.
Department of Labor or which such Seller or any ERISA Affiliate thereof receives
from the Internal Revenue Service, the Pension Benefit Guaranty Corporation or
the U.S. Department of Labor.

     (s) Amendments to Credit Agreement. The Sellers and Metaldyne agree not to
amend the Credit Agreement without MRFC's consent.

                                   ARTICLE VI

                              Repurchase Obligation

     SECTION 6.01. Mandatory Repurchase.

     (a) Breach of Representation or Warranty. If any Receivable which has been
sold by any Seller hereunder and which has been reported by such Seller as an
Eligible Receivable to the Collection Agent in the reports of such Seller
delivered pursuant to Section 3.03 shall have failed to meet the conditions set
forth in the definition of Eligible Receivable on the date of such report or if,
on any day, any representation or warranty made herein in respect of such
Receivable shall no longer be true in any material respect, such Seller shall be
deemed to have received on the date of such report or such day, as applicable, a
Collection of such Receivable in full and shall on such day pay to MRFC an
amount equal to the aggregate Outstanding Balance of such Receivable.

     (b) Reconveyance Under Certain Circumstances. Each Seller agrees that, in
the event of a breach of any of the representations and warranties set forth in
Sections 4.01(d), (h), (j), (k), (l), (n), (o), and (p), with respect to any
Receivable which has been sold hereunder, such Seller agrees to accept the
reconveyance of such Receivable upon receipt by such Seller of notice given in
writing by MRFC and such Seller's failure to cure such breach within fifteen
(15) days (or, in the case of



                                       15


Section 4.01(d) or (k), within one (1) Business Day) after receipt of such
notice. In the event of a reconveyance under this Section 6.01(b), the Seller
shall pay to MRFC in immediately available funds on such 15th day (or such
Business Day, if applicable) an amount equal to the Outstanding Balance of any
such Receivable.

     SECTION 6.02. Dilutions, Etc. Each Seller agrees that if on any Business
Day the Outstanding Balance of a Receivable, an interest in which has been sold
by such Seller hereunder, is either (x) reduced as a result of defective,
rejected or returned goods or other dilution factor, any billing adjustment or
other adjustment, or (y) reduced or canceled as a result of (i) a setoff or
dispute in respect of any claim by any Person (whether such claim arises out of
the same or a related transaction or an unrelated transaction), or (ii) any
action by any Federal or state taxing authority or as a result of the payment by
any Obligor of any portion of a Receivable constituting a tax or governmental
fee or charge to any Person other than MRFC, then such Seller shall be deemed to
have received on such day a collection of such Receivable in the amount of such
reduction, cancellation or payment made by the Obligor and shall on such day pay
to MRFC an amount equal to such reduction or cancellation on the last Business
Day of the calendar month in which such reduction or cancellation occurred.

                                   ARTICLE VII

                              Conditions Precedent

     SECTION 7.01. Conditions Precedent. The obligations of MRFC to purchase the
Receivables on the Closing Date and on any Business Day on which Receivables are
sold hereunder shall be subject to the satisfaction of the following conditions:

     (a) All representations and warranties of the Sellers contained in this
Agreement shall be true and correct on the Closing Date and on the applicable
Business Day of sale, with the same effect as though such representations and
warranties had been made on such date;

     (b) All information concerning the Receivables provided to MRFC shall be
true and correct in all material respects as of the Closing Date, in the case of
any Receivables sold on the Closing Date, or the date such Receivables are
created, in the case of any Receivables created after the Closing Date and sold
by the Sellers to MRFC on a subsequent Business Day;

     (c) Each of the Sellers shall have substantially performed all other
obligations required to be performed by the provisions of this Agreement and the
other Transaction Documents to which it is a party;

     (d) The Sellers shall have either filed or caused to be filed the financing
statement(s) required to be filed pursuant to Section 2.01(b);

     (e) On the Closing Date, all corporate and legal proceedings, and all
instruments in connection with the transactions contemplated by this Agreement
and the other Transaction Documents shall be satisfactory in form and substance
to



                                       16


MRFC, and MRFC shall have received from the Sellers copies of all documents
(including, without limitation, records of corporate proceedings) relevant to
the transactions herein contemplated as MRFC may reasonably have requested;

     (f) On the Closing Date, the Sellers shall deliver to MRFC and the
Administrative Agent a statement of the aggregate Outstanding Balance of the
Receivables in existence as of the close of business on the second Business Day
prior to the Closing Date; and

     (g) the Purchase Termination Date shall not have occurred.

     SECTION 7.02. Conditions Precedent to the Addition of a Seller. The
obligation of MRFC to purchase Receivables and Related Security hereunder from a
Subsidiary of Metaldyne requested to be an additional Seller pursuant to Section
9.13 is subject to the conditions precedent that MRFC shall have received the
following items on or before the date designated for the addition of such Seller
(the "Seller Addition Date") and in form and substance satisfactory to MRFC:

     (a) Additional Seller Supplement. An Additional Seller Supplement
substantially in the form of Exhibit C attached hereto (with a copy for the
Administrative Agent) duly executed and delivered by such Seller;

     (b) Secretary's Certificate. A certificate of the Secretary or an Assistant
Secretary of such Seller, dated the related Seller Addition Date, and certifying
(i) that attached thereto is a true and complete copy of the by-laws of such
Seller, as in effect on the Seller Addition Date and at all times since a date
prior to the date of the resolutions described in clause (ii) below, (ii) that
attached thereto is a true and complete copy of the resolutions, in form and
substance reasonably satisfactory to MRFC, of the Board of Directors of such
Seller or committees thereof authorizing the execution, delivery and performance
of this Agreement and the other Transaction Documents to which it is a party and
the transactions contemplated hereby and thereby, and that such resolutions have
not been amended, modified, revoked or rescinded and are in full force and
effect, (iii) that the certificate of incorporation of such Seller has not been
amended since the date of the last amendment thereto shown on the certificate of
good standing (or its equivalent) furnished pursuant to subsection (e) below and
(iv) as to the incumbency and specimen signature of each officer executing the
Additional Seller Supplement and any other Transaction Documents or any other
document delivered in connection therewith on behalf of such Seller (on which
certificates MRFC may conclusively rely until such time as MRFC shall receive
from such Seller a revised certificate with respect to such Seller meeting the
requirements of this subsection (b));

     (c) Officer's Certificate. A Certificate of a Responsible Officer of
Metaldyne, dated the related Seller Addition Date, and certifying such Seller is
in the same or a related line of business as the existing Sellers as of the
related Seller Addition Date;

     (d) Corporate Documents. The organizational documents, including all
amendments thereto, of such Seller, certified as of a recent date by the
Secretary



                                       17


of State or other appropriate authority of the state of incorporation, as the
case may be;

     (e) Good Standing Certificates. Certificates of compliance, of status or of
good standing, dated as of a recent date, from the Secretary of State or other
appropriate authority of such jurisdiction, with respect to such Seller in each
State where the ownership, lease or operation of property or the conduct of
business requires it to qualify as a foreign corporation, except where the
failure to so qualify would not have a Material Adverse Effect;

     (f) Consents, Licenses, Approvals, Etc. A certificate dated the related
Seller Addition Date of a Responsible Officer of such Seller either (i)
attaching copies of all consents (including, without limitation, consents under
loan agreements and indentures to which any Seller or its Affiliates are
parties), licenses and approvals required in connection with the execution,
delivery and performance by such Seller of the Additional Seller Supplement and
the validity and enforceability of the Additional Seller Supplement against such
Seller, and such consents, licenses and approvals shall be in full force and
effect or (ii) stating that no such consents, licenses and approvals are so
required;

     (g) No Litigation. Confirmation that there is no pending or, to its
knowledge after due inquiry, threatened action or proceeding affecting such
Seller or any of its Subsidiaries before any Governmental Authority that could
reasonably be expected to have a Material Adverse Effect;

     (h) Lockboxes. A Lockbox Account with respect to Receivables to be sold by
such Seller shall have been established in the name of MRFC, each invoice issued
to an Obligor on and after the related Seller Addition Date shall indicate that
payments in respect of its Receivable shall be made by such Obligor to a Lockbox
Account or by wire transfer or other electronic payment to a Lockbox Account or
the Collection Account and the Collection Agent shall have delivered with
respect to each Lockbox Account a Lockbox Agreement signed by MRFC, the
Administrative Agent and the applicable Lockbox Bank;

     (i) UCC Certificate; UCC Financing Statements. Copies of such proper
financing statements (or other similar instruments), filed and recorded at such
Seller's expense prior to the related Seller Addition Date, naming such Seller
as the seller and MRFC as MRFC of the Receivables and the Related Security, in
proper form for filing in each jurisdiction in which MRFC (or any of its
assignees) deems it necessary or desirable to perfect MRFC's ownership interest
in all Receivables and Related Security under the UCC or any comparable law of
such jurisdiction;

     (j) UCC Searches. Written search reports, listing all effective financing
statements (or other similar instruments) that name such Seller as debtor or
assignor and that are filed in the jurisdictions in which filings were made
pursuant to subsection (i) above and in any other jurisdictions that MRFC (or
any of its assignees) determines are necessary or appropriate, together with
copies of such financing statements (none of which, except for those described
in subsection (i) above, shall



                                       18


cover any Receivables or Related Security), and tax and judgment lien searches
showing no liens that are not permitted by the Transaction Documents;

     (k) List of Obligors. A microfiche, typed or printed list or other tangible
evidence reasonably acceptable to MRFC showing, as of a date acceptable to MRFC
prior to the related Seller Addition Date, the Obligors whose Receivables are to
be transferred to MRFC and the balance of the Receivables with respect to each
such Obligor as of such date;

     (l) Back-up Servicing Arrangements. Evidence that such Seller maintains
disaster recovery systems or back-up computer or other information management
systems that, in MRFC's and the Administrative Agent's reasonable judgment, are
sufficient to protect such Seller's business against material interruption or
loss or destruction of its primary computer and information management systems;

     (m) Systems. Evidence, reasonably satisfactory to MRFC and the
Administrative Agent that such additional Seller's systems, procedures and
record keeping relating to the Receivables remain in all material respects
sufficient and satisfactory in order to permit the purchase and administration
of the Receivables in accordance with the terms and intent of this Agreement;

     (n) Opinions. The Transferor shall have received (i) legal opinions on
behalf of such Seller as to general corporate matters (including an opinion as
to the perfection and priority of the Transferor's interest in the Receivables)
and (ii) a certificate from a Responsible Officer of such Seller stating that
the Specified Bankruptcy Opinion Provisions are also true and correct as to such
Seller as of the Seller Addition Date, all in form and substance reasonably
satisfactory to the Administrative Agent; and

     (o) Other. Such other approvals or documents as MRFC (or any of its
assignees) may reasonably request from such additional Seller, including, but
not limited to, a pro-forma Deposit Report and Settlement Statement
incorporating the receivables data of such additional Seller.

                                  ARTICLE VIII

                              Term and Termination

     SECTION 8.01. Term. This Agreement shall commence as of the first day on
which all of the conditions precedent as set out in Section 7.01 have been
satisfied and shall continue in full force and effect until the earlier of (i)
the date designated by MRFC or the Sellers as the Purchase Termination Date at
any time following ten (10) days' written notice to the other (with a copy
thereof to the Administrative Agent), (ii) the date on which the Administrative
Agent, on behalf of the Purchasers, declares a Termination Event pursuant to the
Receivables Transfer Agreement, (iii) upon the occurrence of an Event of
Bankruptcy with respect to either MRFC or any of the Sellers or (iv) the date on
which either MRFC or any of the Sellers becomes unable for any reason to
purchase or repurchase, respectively, any Receivable in accordance with the
provisions of this Agreement or defaults on its obligations hereunder, which
default continues unremedied for more than ten (10)



                                       19


days after written notice to the defaulting party (any such date being a
"Purchase Termination Date"); provided, however, that the termination of this
Agreement pursuant to this Section 8.01 hereof shall not discharge any Person
from any obligations incurred prior to such termination, including, without
limitation, any obligations to make any payments with respect to any Receivable
sold prior to such termination.

     SECTION 8.02. Effect of Termination. Following the termination of this
Agreement pursuant to Section 8.01, the Sellers shall not sell, and MRFC shall
not purchase, any Receivables. No termination, rejection or failure to assume
the executory obligations of this Agreement in any Event of Bankruptcy with
respect to the Sellers or MRFC shall be deemed to impair or affect the
obligations pertaining to any executed sale or executed obligations, including,
without limitation, pre-termination breaches of representations and warranties
by the Sellers or MRFC. Without limiting the foregoing, prior to termination,
the failure of the Sellers to deliver computer records of Receivables or any
reports regarding the Receivables shall not render such transfer or obligation
executory, nor shall the continued duties of the parties pursuant to this
Agreement render an executed sale executory.

     SECTION 8.03. Termination of Sellers and Seller Divisions. (a) Metaldyne
hereby covenants and agrees with MRFC that Metaldyne shall not permit any Seller
at any time to cease to be a wholly-owned Subsidiary of Metaldyne, except as
provided in the following paragraph (b).

     (b) If Metaldyne wishes to permit any Seller to cease to be a wholly-owned
Subsidiary of Metaldyne or terminate the sales of Receivables hereunder by any
Seller or Seller Division, then Metaldyne shall submit a request (a "Seller
Termination Request") to such effect in writing to MRFC and the Administrative
Agent, which request shall be accompanied by a certificate prepared by a
Responsible Officer of the Collection Agent indicating the Purchased Receivables
Percentage applicable to such Seller (or Seller Division) as of the date of
submission of such request (the "Seller Termination Request Date"). Subject to
the terms and provisions hereof and of the Receivables Transfer Agreement, the
relevant Seller (or Seller Division) shall be terminated as a Seller (or Seller
Division) hereunder immediately upon the consummation of the transaction in
connection with which such Seller ceases to be a wholly-owned Subsidiary of
Metaldyne or in the case of a Seller Division upon the satisfaction of any
applicable conditions in the Receivables Transfer Agreement. From and after the
date any such Seller (or Seller Division) is terminated as a Seller (or Seller
Division) pursuant to this subsection, the Seller (or Seller Division) shall
cease selling, and MRFC shall cease buying, Receivables and Related Security
from such Seller (or Seller Division) and a Purchase Termination Date shall be
deemed to have occurred with respect to such Seller (or Seller Division).

     (c) A terminated Seller (or Seller Division) shall have no further
obligation under any Transaction Document, other than pursuant to Sections
5.01(q), 6.01 and 6.02 of this Agreement, with respect to Receivables previously
sold by it to MRFC.



                                       20


                                   ARTICLE IX

                            Miscellaneous Provisions

     SECTION 9.01. Amendments, Etc. This Agreement and the rights and
obligations of the parties hereunder may not be amended, supplemented, waived or
otherwise modified and no consent to any such amendment, supplement, waiver or
modification may be given except in an instrument in writing signed by MRFC and
the Sellers and consented to in writing by the Administrative Agent (with the
consent of the Required Purchasers). Any reconveyance executed in accordance
with Section 5.01(q), 6.01 or 6.02 hereof shall not be considered an amendment
or modification to this Agreement.

     SECTION 9.02. Governing Law; Submission to Jurisdiction.

     (a) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York except to the extent that the validity or
perfection of MRFC's ownership of or security interest in the Receivables, or
remedies hereunder in respect thereof, are governed by the laws of a
jurisdiction other than the State of New York.

     (b) THE PARTIES HERETO HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF
ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL
LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS SECTION 9.02(b) SHALL
AFFECT THE RIGHT OF MRFC TO BRING ANY OTHER ACTION OR PROCEEDING AGAINST ANY OF
THE SELLERS OR ITS PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.

     SECTION 9.03. Notices. (a) All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, return receipt requested,
or telecopied to:

     (a) in the case of MRFC:

                           MRFC, Inc.
                           47659 Halyard Drive
                           Plymouth, MI 48170
                           Attention: President
                           Telecopy:  734-207-6200



                                       21


     (b) in the case of the Sellers to the address set forth on Schedule I; and

                  in each case, with a copy to:

                           General Electric Capital Corporation
                           1100 Abernathy Road, Suite 900
                           Atlanta, GA  30328
                           Attention:  Metaldyne/MRFC, Inc. Account Manager
                           Telecopy:  678-320-8902

or, as to each party, at such other address as shall be designated by such party
in a written notice to each other party.

     (b) Notices and communications by facsimile shall be effective upon
receipt.

     SECTION 9.04. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions,
or terms shall be deemed severable from the remaining covenants, agreements,
provisions, or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.

     SECTION 9.05. Assignment. This Agreement may not be assigned by the parties
hereto, except that MRFC may assign its rights hereunder pursuant to the
Receivables Transfer Agreement to the Administrative Agent for the benefit of
Purchasers as security for MRFC's repayment obligations under the Receivables
Transfer Agreement. MRFC hereby notifies the Sellers, and the Sellers hereby
acknowledge and agree, that MRFC, pursuant to the Receivables Transfer
Agreement, has assigned its rights (but not its obligations) hereunder to the
Administrative Agent for the benefit of the Purchasers and that the
representations, warranties, covenants and agreements of the Sellers contained
in this Agreement and the rights, powers and remedies of MRFC under this
Agreement are intended to benefit the Purchasers and will be directly
enforceable by the Administrative Agent on their behalf. All rights, powers and
remedies of MRFC hereunder may be exercised by the Administrative Agent to the
extent of its rights hereunder and under the other Transaction Documents.

     SECTION 9.06. Further Assurances. MRFC and the Sellers agree to do and
perform, from time to time, any and all acts and to execute any and all further
instruments required or reasonably requested by the other party more fully to
effect the purposes of this Agreement and the other Transaction Documents,
including, without limitation, the execution of any financing statements or
continuation statements or equivalent documents relating to the Receivables for
filing under the provisions of the Relevant UCC or other laws of any applicable
jurisdiction.

     SECTION 9.07. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of MRFC, the Sellers, the Administrative Agent,
or any Purchaser any right, remedy, power or privilege hereunder,



                                       22


shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exhaustive of any rights, remedies, powers and privilege provided by law.

     SECTION 9.08. Counterparts. (a) This Agreement may be executed in two or
more counterparts thereof (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.

     (b) Delivery of an executed counterpart of a signature page to this
Agreement by facsimile shall be effective as delivery of a manually executed
counterpart of this Agreement.

     SECTION 9.09. Binding Effect; Third-Party Beneficiaries. This Agreement and
the other Transaction Documents will inure to the benefit of and be binding upon
the parties hereto and their respective successors, transferees and permitted
assigns. The Purchasers and the Administrative Agent are each intended by the
parties hereto to be third-party beneficiaries of this Agreement.

     SECTION 9.10. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement and the other Transaction Documents set forth
the entire understanding of the parties relating to the subject matter hereof,
and all prior understandings, written or oral, are superseded by this Agreement
and the other Transaction Documents.

     SECTION 9.11. Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.

     SECTION 9.12. Exhibits. The schedules and exhibits referred to herein shall
constitute a part of this Agreement and are incorporated into this Agreement for
all purposes.

     SECTION 9.13. Addition of Sellers. Subject to the terms and conditions
hereof, from time to time one or more wholly-owned direct or indirect
Subsidiaries of Metaldyne may become additional Seller parties hereto. If any
such Subsidiary wishes to become an additional Seller, Metaldyne shall submit a
request to such effect in writing to MRFC and the Administrative Agent. If
Metaldyne, MRFC, and the Administrative Agent shall have agreed to any such
request (such consent not to be unreasonably withheld or delayed from the date
such request is received), such wholly-owned Subsidiary shall become an
additional Seller party hereto on the related Seller Addition Date upon
satisfaction of the conditions set forth in Section 7.02.

     SECTION 9.14. Confidentiality. (a) Each of Metaldyne, the Sellers and MRFC
shall maintain, and shall cause each officer, employee and agent of itself and
its Affiliates to maintain, the confidentiality of this Agreement, the other
Transaction Documents and all other confidential proprietary information with
respect to



                                       23


the other parties and each of their respective businesses obtained by them in
connection with the structuring, negotiation and execution of the transactions
contemplated herein and in the other Transaction Documents, except for
information that has become publicly available or information disclosed (i) to
legal counsel, accountants and other professional advisors to the parties and
their Affiliates, (ii) as required by law, regulation or legal process
(including in connection with any registration Statement or other filing made
with the SEC); or (iii) in connection with any legal or regulatory proceeding to
which the parties or any of their Affiliates is subject. Each of the parties
hereby consents to the disclosure of any nonpublic information with respect to
it received by any Purchaser or the Administrative Agent to (i) any Purchaser or
the Administrative Agent, (ii) any potential Purchaser or (iii) any Participant
or potential Participant.

     (b) Each of the parties hereto shall maintain, and shall cause each
officer, employee and agent of itself and its Affiliates to maintain, the
confidentiality of the Transaction Documents and all other confidential
proprietary information with respect to the Purchasers and the Administrative
Agent and each of their respective businesses obtained by them in connection
with the structuring, negotiation and execution of the transactions contemplated
herein and in the other Transaction Documents, except for information that has
become publicly available or information disclosed (i) to legal counsel,
accountants and other professional advisors to the parties and their Affiliates,
(ii) as required by law, regulation or legal process (including in connection
with any registration Statement or other filing made with the SEC) or (iii) in
connection with any legal or regulatory proceeding to which the parties or any
of their Affiliates is subject.




                                       24





     IN WITNESS WHEREOF, MRFC and the Sellers each have caused this Receivables
Purchase Agreement to be duly executed by their respective officers as of the
day and year first above written.

                                METALDYNE CORPORATION


                                By:    /s/ Jeffrey M. Stafeil
                                       -----------------------------------
                                Name:  Jeffrey M. Stafeil
                                Title: Executive Vice President & Chief
                                         Executive Officer

                                As Sellers:

                                Metaldyne Accura Tool & Mold, Inc.
                                Metaldyne Company LLC
                                Metaldyne DuPage Die Casting Corporation
                                Metaldyne Lester Precision Die Casting, Inc.
                                Metaldyne Light Metals Company, Inc.
                                Metaldyne Machining and Assembly Company, Inc.
                                Metaldyne Precision Forming-Fort Wayne, Inc.
                                Metaldyne Sintered Components of Indiana, Inc.
                                Metaldyne Sintered Components, LLC
                                Metaldyne Tubular Products, Inc.
                                NC-M Chassis Systems, LLC
                                Windfall Products, Inc.




                                By:   /s/ Jeffrey M. Stafeil
                                      ------------------------------------
                                Name: Jeffrey M. Stafeil





                                       25








                                    As Purchaser:

                                    MRFC, INC.


                                    By:    /s/ Jeffrey M. Stafeil
                                           -------------------------------
                                    Name:  Jeffrey M. Stafeil
                                    Title: Executive Vice President


Acknowledged and agreed as f the date first above written:


GENERAL ELECTRIC CAPITAL
CORPORATION, as Administrative Agent
for the benefit of the several Purchasers


By:    /s/ Curtis J. Correa
       ----------------------------------
Name:  Curtis J. Correa
Title: Authorized Signatory





                                       26

EX-99.2

Exhibit 99.2

                                                                  Execution Copy






                         RECEIVABLES TRANSFER AGREEMENT


                                  BY AND AMONG


                                   MRFC, INC.,


                                 AS TRANSFEROR,


                             METALDYNE CORPORATION,


                                  INDIVIDUALLY,
                      AS COLLECTION AGENT AND AS GUARANTOR,


                          THE PERSONS PARTIES HERETO AS
                                   PURCHASERS


                                       AND


                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             AS ADMINISTRATIVE AGENT


                           DATED AS OF APRIL 29, 2005







                                TABLE OF CONTENTS

                                                                            Page

   ARTICLE I               Definitions .......................................1

      SECTION 1.01.  Certain Defined Terms ...................................1
      SECTION 1.02.  Other Terms .............................................1
      SECTION 1.03.  Computation of Time Periods .............................1

   ARTICLE II              Purchases and Settlements .........................1

      SECTION 2.01.  Facility ................................................1
      SECTION 2.02.  Transfers; Certificates; Eligible Receivables. ..........2
      SECTION 2.03.  Selection of Tranche Periods and Tranche Rates. .........4
      SECTION 2.04.  Discount, Fees and Other Costs and Expenses .............4
      SECTION 2.05.  Non-Liquidation Settlement and Reinvestment Procedures ..5
      SECTION 2.06.  Liquidation Settlement Procedures .......................5
      SECTION 2.07.  Reduction of Commitments ................................7
      SECTION 2.08.  Fees ....................................................7
      SECTION 2.09.  Protection of Ownership Interest of the Purchasers. .....7
      SECTION 2.10.  Deemed Collections; Application of Payments. ............9
      SECTION 2.11.  Payments and Computations, etc ..........................9
      SECTION 2.12.  Reports ................................................10
      SECTION 2.13.  Collection Account .....................................10
      SECTION 2.14.  Right of Setoff ........................................11
      SECTION 2.15.  Sharing of Payments, etc ...............................11
      SECTION 2.16.  Broken Funding .........................................11
      SECTION 2.17.  Conversion and Continuation of Outstanding Tranches ....12
      SECTION 2.18.  Illegality. ............................................12
      SECTION 2.19.  Inability to Determine Eurodollar Rate .................13
      SECTION 2.20.  Indemnities by the Transferor ..........................14
      SECTION 2.21.  Indemnity for Reserves and Expenses ....................16
      SECTION 2.22.  Indemnity for Taxes ....................................18
      SECTION 2.23.  Other Costs, Expenses and Related Matters ..............19
      SECTION 2.24.  Administrative Agent ...................................20
      SECTION 2.25.  Use of Historical Data .................................20

   ARTICLE III             Representations and Warranties ...................20

      SECTION 3.01.  Representations and Warranties of the Transferor .......20
      SECTION 3.02.  Reaffirmation of Representations and Warranties
                           by the Transferor ................................24

   ARTICLE IV              Conditions Precedent .............................24

      SECTION 4.01.  Conditions to Effectiveness ............................24

   ARTICLE V               Covenants ........................................26

      SECTION 5.01.  Affirmative Covenants of the Transferor ................26
      SECTION 5.02.  Negative Covenants of the Transferor ...................32

   ARTICLE VI              Administration and Collections ...................34

      SECTION 6.01.  Appointment of Collection Agent ........................34
      SECTION 6.02.  Duties of Collection Agent. ............................34
      SECTION 6.03.  Rights After Designation of New Collection Agent .......37
      SECTION 6.04.  Representations and Warranties of the Collection Agent .37
      SECTION 6.05.  Covenants of the Collection Agent ......................38


                                      -ii-


      SECTION 6.06.  Negative Covenants of the Collection Agent .............39
      SECTION 6.07.  Collection Agent Default ...............................40
      SECTION 6.08.  Responsibilities of the Transferor and the Sellers .....41

   ARTICLE VII             Termination Events ...............................41

      SECTION 7.01.  Termination Events .....................................41
      SECTION 7.02.  Remedies Upon the Occurrence of a Termination Event. ...43
      SECTION 7.03.  Reconveyance Under Certain Circumstances ...............43

   ARTICLE VIII            The Administrative Agent .........................43

      SECTION 8.01.  Appointment ............................................43
      SECTION 8.02.  Delegation of Duties ...................................44
      SECTION 8.03.  Exculpatory Provisions .................................44
      SECTION 8.04.  Reliance by Administrative Agent .......................44
      SECTION 8.05.  Notice of Collection Agent Default .....................45
      SECTION 8.06.  Non-Reliance on the Administrative Agent and Other
                           Purchasers .......................................45
      SECTION 8.07.  Indemnification ........................................46
      SECTION 8.08.  The Administrative Agent in Its Individual Capacity ....46
      SECTION 8.09.  Resignation of Administrative Agent; Successor
                           Administrative Agent .............................46

   ARTICLE IX              Limited Guaranty .................................47

      SECTION 9.01.  Guaranty of Obligations ................................47
      SECTION 9.02.  Validity of Obligations; Irrevocability ................47
      SECTION 9.03.  Several Obligations ....................................48
      SECTION 9.04.  Subrogation Rights .....................................48
      SECTION 9.05.  Rights of Set-Off ......................................48
      SECTION 9.06.  Representations and Warranties .........................49

   ARTICLE X               Miscellaneous ....................................50

      SECTION 10.01.  Term of Agreement .....................................50
      SECTION 10.02.  Waivers; Amendments ...................................50
      SECTION 10.03.  Notices ...............................................50
      SECTION 10.04.  Governing Law; Submission to Jurisdiction;
                           Integration. .....................................52
      SECTION 10.05.  Severability; Counterparts ............................52
      SECTION 10.06.  Successors and Assigns ................................53
      SECTION 10.07.  Confidentiality .......................................54
      SECTION 10.08.  [Reserved]. ...........................................54
      SECTION 10.09.  [Reserved]. ...........................................54
      SECTION 10.10.  Characterization of the Transactions Contemplated
                           by the Agreement .................................55
      SECTION 10.11.  [Reserved]. ...........................................55
      SECTION 10.12.  GE Capital Conflict Waiver ............................55
      SECTION 10.13.  Limitation on the Termination of Sellers ..............55

   ARTICLE XI              Intercreditor Condition Amendments ...............56


SCHEDULE A                 Definitions
SCHEDULE B                 Schedule of Purchasers
SCHEDULE C                 Schedule of Special Obligors



                                      -iii-


EXHIBIT A                  Credit and Collection Policies and Practices
EXHIBIT B                  List of Lockbox Banks and Accounts
EXHIBIT C                  Form of Lockbox Agreement
EXHIBIT D-1                Form of Deposit Report
EXHIBIT D-2                Form of Settlement Statement
EXHIBIT E                  Form of Transfer Certificate
EXHIBIT F                  List of Actions and Suits
EXHIBIT G                  Location of Records
EXHIBIT H                  Wire Transfer Instructions of Administrative Agent
EXHIBIT I                  Form of Secretary's Certificate
EXHIBIT J                  Trade Names of the Sellers
EXHIBIT K                  Form of Transfer Supplement
EXHIBIT L                  Form of Credit Default Swaps Assignment



                                      -iv-



                         RECEIVABLES TRANSFER AGREEMENT (as amended,
                    supplemented or otherwise modified and in effect from time
                    to time, this "Agreement"), dated as of April 29, 2005, by
                    and among MRFC, Inc., a Delaware corporation, as transferor
                    (in such capacity, the "Transferor"), METALDYNE CORPORATION,
                    a Delaware corporation, individually (the "Parent"), as
                    collection agent (in such capacity, the "Collection Agent")
                    and as guarantor under the Limited Guaranty set forth in
                    Article IX (in such capacity, the "Guarantor"), the
                    purchasers identified on Schedule B and their respective
                    permitted successors and assigns (the "Purchasers"; each,
                    individually, a "Purchaser"), and GENERAL ELECTRIC CAPITAL
                    CORPORATION, a Delaware corporation ("GE Capital"), as
                    administrative agent for the benefit of the Purchasers (in
                    such capacity, the "Administrative Agent").

                             PRELIMINARY STATEMENTS

     WHEREAS the Transferor may desire to convey, transfer and assign, from time
to time, undivided percentage interests in certain accounts receivable, and
subject to the terms and conditions hereof, shall accept such conveyance,
transfer and assignment of such undivided percentage interests, subject to the
terms and conditions of this Agreement.

     NOW, THEREFORE, the parties hereby agree as follows:

                                    ARTICLE I

                                   Definitions

     SECTION 1.01. Certain Defined Terms. Capitalized terms used herein shall
have the meanings assigned to such terms in, or incorporated by reference into,
Schedule A attached hereto, which Schedule A is incorporated by reference
herein.

     SECTION 1.02. Other Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP.

     SECTION 1.03. Computation of Time Periods. Unless otherwise stated in this
Agreement, in the computation of a period of time from a specified date to a
later specified date, the word "from" means "from and including," the words "to"
and "until" each means "to but excluding," and the word "within" means "from and
excluding a specified date and to and including a later specified date."

                                   ARTICLE II

                            Purchases and Settlements

     SECTION 2.01. Facility. Upon the terms and subject to the conditions set
forth herein and in the other Transaction Documents prior to the Termination
Date, (x) the Transferor may, at its option, convey, transfer and assign to each
Purchaser and (y) each Purchaser shall ac-



                                      -1-


cept such conveyance, transfer and assignment from the Transferor of, without
recourse except as provided herein, undivided percentage ownership interests in
the Receivables, together with Related Security, Collections and Proceeds with
respect thereto, from time to time. Such purchases by the Purchasers from the
Transferor shall be made in accordance with their respective Pro Rata Shares. By
accepting any conveyance, transfer and assignment hereunder, none of the
Purchasers or the Administrative Agent assumes or shall have any obligations or
liability under any of the Contracts, all of which shall remain the obligations
and liabilities of the Sellers.

     The Purchasers' several obligations to make purchases from the Transferor
hereunder shall terminate on the Termination Date. Notwithstanding anything to
the contrary contained herein or in the other Transaction Documents, no
Purchaser shall be obligated to provide the Transferor with funds in an amount
that would exceed such Purchaser's unused Commitment then in effect, and the
failure of any Purchaser to make its Pro Rata Share of such purchase available
to the Transferor (subject to the terms and conditions set forth herein) shall
not relieve any other Purchaser of its obligations hereunder.

     SECTION 2.01. Transfers; Certificates; Eligible Receivables.

     (a) Incremental Transfers. Prior to the Termination Date, upon the terms
and subject to the conditions set forth herein and in the other Transaction
Documents, the Transferor may, at its option from time to time, convey, transfer
and assign to each Purchaser and (y) each Purchaser shall accept such
conveyance, transfer and assignment from the Transferor, without recourse except
as provided herein, undivided percentage ownership interests in the Receivables,
together with Related Security, Collections and Proceeds with respect thereto
(each, an "Incremental Transfer") from time to time prior to the Termination
Date; provided that the representations and warranties set forth in Section 3.01
shall be true and correct as of the date of such Incremental Transfer and the
payment to the Transferor of the Transfer Price related thereto.

     The Transferor shall, by notice to the Administrative Agent given by
telecopy, offer to convey, transfer and assign to the Purchasers undivided
percentage ownership interests in the Receivables and Related Security,
Collections and Proceeds with respect thereto at least one (1) Business Day
prior to the proposed date of any Incremental Transfer. Each such notice shall
specify (x) the desired Transfer Price (which shall be at least $1,000,000 per
Purchaser or integral multiples of $100,000 in excess thereof) or such lesser
amount that would not cause the Percentage Factor to exceed the Maximum
Percentage Factor; (y) the desired date of such Incremental Transfer which shall
be a Business Day; and (z) the desired Transfer Period(s) and allocations of the
Net Investment of such Incremental Transfer thereto as required by Section 2.03.
Each Incremental Transfer shall be subject to the condition precedent that the
Collection Agent shall have delivered to the Administrative Agent, in form and
substance satisfactory to the Administrative Agent, a completed Deposit Report
dated within five (5) Business Days prior to the desired date of such
Incremental Transfer, together with such other additional information as the
Administrative Agent may reasonably request. The Administrative Agent will
promptly notify the Purchasers of the Administrative Agent's receipt of any
request for an Incremental Transfer to be made to such Person.

     Each notice of proposed Incremental Transfer shall be irrevocable and
binding on the Transferor, and the Transferor shall indemnify the Purchasers
against any loss or expense



                                      -2-


incurred by the Purchasers, either directly or indirectly, as a result of any
failure by the Transferor to complete such Incremental Transfer, including,
without limitation, any loss or expense incurred by the Purchasers by reason of
the liquidation or reemployment of funds acquired by the Purchasers (including,
without limitation, funds obtained by issuing Commercial Paper or promissory
notes, obtaining deposits as loans from third parties and reemployment of funds)
to fund such Incremental Transfer.

     On the date of the initial Incremental Transfer, the Administrative Agent,
on behalf of the Purchasers, shall deliver written confirmation to the
Transferor of the Transfer Price, the Tranche Period(s) and the Tranche Rate(s)
relating to such Transfer as required by Section 2.03, and the Transferor shall
deliver to the Administrative Agent the Transfer Certificate in the form of
Exhibit E hereto (the "Transfer Certificate"). The Transfer Price for the
initial Incremental Transfer shall be $107,359,019.71. The Administrative Agent
shall indicate the amount of the initial Incremental Transfer together with the
date thereof on the grid attached to the Transfer Certificate; provided,
however, that the failure by the Administrative Agent to make the foregoing
notations shall not in any way affect the Transferor's obligations hereunder. On
the date of each subsequent Incremental Transfer, the Administrative Agent shall
send written confirmation to the Transferor of the Transfer Price, the Tranche
Period(s), the Transfer Date and the Tranche Rate(s) applicable to such
Incremental Transfer. The Administrative Agent shall indicate the amount of the
Incremental Transfer together with the date thereof as well as any decrease in
the Net Investment on the grid attached to the Transfer Certificate. The
Transfer Certificate shall evidence the Incremental Transfers. On the day of
such Incremental Transfer, each of the Purchasers shall deposit to the
Transferor's account, in immediately available funds, an amount equal to the
Transfer Price for such Incremental Transfer made to the Purchasers.

     (b) Reinvestment Transfers. On each Business Day occurring after the
initial Incremental Transfer hereunder and prior to the Termination Date, the
Transferor hereby agrees to convey, transfer and assign to the Purchasers, and
each Purchaser shall purchase from the Transferor, undivided percentage
ownership interests in each and every Receivable, together with Related
Security, Collections and Proceeds with respect thereto, to the extent that
Collections are available for such Transfer in accordance with Section 2.05
hereof. The Transferor agrees to maintain, at all times prior to the Termination
Date, a Net Receivables Balance in an amount at least sufficient to maintain the
Percentage Factor at an amount not greater than the Maximum Percentage Factor.
Accordingly, the maximum amount of funding that the Transferor may obtain on the
Closing Date or at any time thereafter shall be equal to the maximum Net
Investment that would not cause the Percentage Factor to exceed the Maximum
Percentage Factor.

     (c) All Transfers. Each Transfer shall constitute a purchase of undivided
percentage ownership interests in each and every Receivable, together with
Related Security, Collections and Proceeds with respect thereto, then existing,
as well as in each and every Receivable, together with Related Security,
Collections and Proceeds with respect thereto, which arises at any time after
the date of such Transfer. The Purchasers' aggregate undivided percentage
ownership interest in the Receivables, together with the Related Security,
Collections and Proceeds with respect thereto, shall equal the Percentage Factor
in effect from time to time.

     (d) Percentage Factor. The Percentage Factor shall be initially computed as
of the opening of business of the Collection Agent on the date of the initial
Incremental Transfer



                                      -3-


hereunder. Thereafter, until the Termination Date, the Percentage Factor shall
be automatically recomputed as of the close of business of the Collection Agent
on each day (other than a day after the Termination Date). The Percentage Factor
shall remain constant from the time as of which any such computation or
recomputation is made until the time as of which the next such recomputation, if
any, shall be made. At all times on and after the Termination Date until the
date on which the Net Investment has been reduced to zero and all accrued
Discount, Servicing Fees and all other Aggregate Unpaids have been paid in full,
the Percentage Factor shall equal 100%.

     SECTION 2.03. Selection of Tranche Periods and Tranche Rates.

     (a) [Reserved].

     (b) [Reserved].

     (c) Prior to the Termination Date. At all times with respect to any portion
of the Transferred Interest which is owned by or transferred to a Purchaser
pursuant to this Agreement, but prior to the Termination Date, the initial
Tranche Period applicable to such portion of the Net Investment allocable
thereto shall be a period of not greater than three (3) days, and such Tranche
shall be a BR Tranche. Thereafter (but prior to the Termination Date or the
occurrence and continuation of a Potential Termination Event), with respect to
such portion, and with respect to any other portion of the Transferred Interest
held by any Purchaser, the Tranche Period applicable thereto shall be, at the
Transferor's sole option, either a BR Tranche or a Eurodollar Tranche. The
Transferor shall give the Administrative Agent and the Purchasers irrevocable
notice by telephone of the new Tranche Period at least three (3) Business Days
prior to the expiration of any then existing Tranche Period. Any Tranche Period
maintained by the Purchasers which is outstanding on the Termination Date shall
end on the Termination Date.

     (d) After the Termination Date. At all times on and after the Termination
Date, subject to Section 2.17 hereof, the Administrative Agent shall select all
Tranche Periods and Tranche Rates applicable thereto upon the expiration of
Tranche Periods in effect on the Termination Date.

     SECTION 2.04. Discount, Fees and Other Costs and Expenses. Notwithstanding
the limitation on recourse under Section 2.01 hereof, the Transferor shall pay,
as and when due in accordance with this Agreement and the other Transaction
Documents, all Discount, Servicing Fees, Fees and other Aggregate Unpaids to the
extent not otherwise provided for by the provisions of this Agreement. As
provided in Section 2.05 and 2.06, the Transferor shall pay to the
Administrative Agent, on behalf of the Purchasers, an amount equal to the
accrued and unpaid Discount for such Tranche Period; provided that (i) in the
event of any repayment or prepayment of a BR Tranche or a Eurodollar Tranche,
accrued Discount on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (ii) in the event of any conversion
of a BR Tranche or a Eurodollar Tranche, accrued interest on such BR Tranche or
Eurodollar Tranche shall be payable on the effective date of such conversion.
Discount shall accrue with respect to each Tranche on each day occurring during
the Tranche Period related thereto. Further, the Transferor will reimburse the
Administrative Agent for the actual cost of obtaining once during each calendar
quarter a certificate of good standing (in short-form, if ap-



                                      -4-


plicable, and on an un-expedited basis) for each of the Transferor and each
Seller from its state of incorporation or organization.

     Nothing in this Agreement or the other Transaction Documents shall limit in
any way the obligations of the Transferor to pay the amounts set forth in this
Section 2.04.

     SECTION 2.05. Non-Liquidation Settlement and Reinvestment Procedures. On
each day after the date of any Incremental Transfer but prior to the Termination
Date, and provided that Section 2.06 shall not be applicable, the Collection
Agent shall, out of the Percentage Factor of Collections received on or prior to
such day and not previously set aside or paid:

          (i) set aside and hold in trust for the Purchasers (or deposit into
     the Collection Account if so required pursuant to Section 2.13 hereof) an
     amount equal to all Discount, Fees and the Servicing Fee accrued through
     such day and not so previously set aside or paid;

          (ii) apply the balance of such Percentage Factor of Collections
     remaining after application of Collections as provided in clause (i) of
     this Section 2.05 to the Transferor, for the benefit of the Purchasers, to
     the purchase of additional undivided percentage interests in each
     Receivable pursuant to Section 2.02(b) hereof; and

          (iii) remit the balance, if any, of such Percentage Factor of
     Collections remaining after the applications provided in clauses (i) and
     (ii) to the Transferor.

On the Settlement Date, from the amounts set aside as described in clause (i) of
the first sentence of this Section 2.05 hereof, the Collection Agent shall
deposit to the Collection Account, for the benefit of the Purchasers, an amount
equal to the accrued and unpaid Discount and Fees for the related Settlement
Period and shall deposit to its own account an amount equal to the accrued and
unpaid Servicing Fee for such Settlement Period. The Administrative Agent, upon
its receipt of such amounts in the Collection Account, shall distribute such
amounts to the Purchasers entitled thereto in accordance with the records
maintained by the Administrative Agent pursuant to Section 2.24; provided
further that if the Administrative Agent shall have insufficient funds to pay
all of the above amounts in full on any such date, the Administrative Agent
shall notify the Transferor and the Transferor shall immediately pay to the
Administrative Agent, from funds previously paid to the Transferor, an amount
equal to such insufficiency. In addition, the Collection Agent shall remit to
the Transferor for its account or apply on behalf of the Transferor as
instructed by the Transferor to other accounts specified herein, on each
Settlement Date, such portion of Collections not allocated to the Purchasers or
applied towards payment of its Servicing Fee so long as all of the above amounts
are paid in full when due. Such Collections remitted to the Transferor shall be
available for the ordinary business purposes of the Transferor or otherwise,
subject to the provisions of the Transaction Documents.

     SECTION 2.06. Liquidation Settlement Procedures. If at any time on or prior
to the Termination Date, the Percentage Factor is greater than the Maximum
Percentage Factor, then the Transferor shall immediately pay to the
Administrative Agent, for the benefit of the Purchasers, from previously
received Collections, an amount that, when applied to reduce the Net Investment,
will result in a Percentage Factor less than or equal to the Maximum Percentage
Fac-



                                      -5-


tor. Such amount shall be applied to reduce the Net Investment of Tranche
Periods selected by the Administrative Agent. On the Termination Date and on
each day thereafter, and on each day on which a Potential Termination Event has
occurred and is continuing, the Collection Agent, at the direction of the
Administrative Agent, shall set aside and hold in trust for the Purchasers (or
deposit into the Collection Account if so required pursuant to Section 2.12
hereof), the Percentage Factor of all Collections received on such day and shall
set aside and hold in trust for the Transferor such portion of Collections not
allocated to the Purchasers. On the Termination Date or the day on which a
Potential Termination Event occurs, the Collection Agent shall deposit to the
Collection Account, for the benefit of the Purchasers, any amounts set aside
pursuant to Section 2.05 above.

     On the last day of each Tranche Period to occur on or after the Termination
Date or during the continuation of a Potential Termination Event, the Collection
Agent, at the direction of the Administrative Agent, shall deposit to the
Collection Account, for the benefit of the Purchasers, the amounts so set aside
for the Purchasers pursuant to the second preceding sentence, to be applied to
the payment in full of (i) the accrued Discount for such Tranche Period, (ii)
the portion of the Net Investment allocated to such Tranche Period, and (iii)
all other Aggregate Unpaids not covered in clauses (i) and (ii). On such day,
the Collection Agent shall deposit to its account, from the amounts set aside
for the Purchasers pursuant to the preceding sentence which remain after payment
in full of the aforementioned amounts, the accrued Servicing Fee for such
Tranche Period. If there shall be insufficient funds on deposit for the
Collection Agent to distribute funds in payment in full of the aforementioned
amounts, the Collection Agent shall distribute funds in the following order of
priority:

          (i) first, in payment of the accrued Discount;

          (ii) second, if the Transferor, the Parent or any Affiliate of the
     Transferor or the Parent is not then the Collection Agent, to the
     Collection Agent's account, in payment of the Servicing Fee payable to the
     Collection Agent;

          (iii) third, in reduction of the Net Investment allocated to any
     Tranche Period ending on such date;

          (iv) fourth, in payment of all Fees payable by the Transferor
     hereunder;

          (v) fifth, in payment of all other Aggregate Unpaids not covered in
     clauses (i) through (iv) above; and

          (iv) sixth, if the Transferor, any Seller or any Affiliate of the
     Transferor or any Seller is the Collection Agent, to its account as
     Collection Agent, in payment of the Servicing Fee payable to such Person as
     Collection Agent.

The Administrative Agent, upon its receipt of such amounts in the Administrative
Agent's account, shall distribute such amounts to the Purchasers entitled
thereto in accordance with the records maintained by the Administrative Agent
pursuant to Section 2.24; provided that if the Administrative Agent shall have
insufficient funds to pay all of the above amounts in full on any such date, the
Administrative Agent shall pay such amounts in the order of priority set forth
above and, with respect to any such category above for which the Administrative
Agent shall



                                      -6-


have insufficient funds to pay all amounts owing on such date, ratably (based on
the amounts in such categories owing to such Persons) among all such Persons
entitled to payment thereof.

     Following the date on which the Net Investment has been reduced to zero and
all accrued Discount, Servicing Fees and all other Aggregate Unpaids have been
paid in full, (i) the Percentage Factor shall equal zero, (ii) the
Administrative Agent, on behalf of the Purchasers, shall be considered to have
reconveyed to the Transferor all of the Purchasers' right, title and interest
in, to and under the Receivables and Related Security, Collections and Proceeds
with respect thereto, (iii) the Collection Agent shall pay to the Transferor any
remaining Collections set aside and held by the Collection Agent pursuant to the
third sentence of this Section 2.06 and (iv) the Administrative Agent, on behalf
of the Purchasers, shall execute and deliver to the Transferor, at the
Transferor's expense, such documents or instruments as are necessary to
terminate the Purchasers' respective interests in the Receivables and Related
Security, Collections and Proceeds with respect thereto. Any such documents
shall be prepared by or on behalf of the Transferor. On the last day of each
Tranche Period, the Collection Agent shall remit to the Transferor such portion
of Collections set aside for the Transferor pursuant to this Section 2.06.

     SECTION 2.07. Reduction of Commitments. Upon ten (10) Business Days written
notice to the Administrative Agent, the Transferor may reduce the Commitments of
the Purchasers in an amount equal to $5,000,000 or a whole multiple of $500,000
in excess thereof; provided that no such termination or reduction shall be
permitted if, after giving effect thereto, the Net Investment would exceed the
Aggregate Commitment. Upon any such reduction, the Commitment of each Purchaser
shall be reduced in an amount equal to such Purchaser's Pro Rata Share of the
amount of such reduction. Once reduced, the Commitments shall not be
subsequently reinstated. The Commitment of each Purchaser shall be automatically
reduced to zero on the Commitment Expiry Date.

     SECTION 2.01. Fees.

     (a) The Transferor agrees to pay to the Administrative Agent an unused
facility fee equal to one half of one percent (0.50%) per annum (the "Unused
Line Fee") calculated daily from the Closing Date until the Commitment Expiry
Date and payable monthly on the Settlement Date, commencing with the first full
month following the Closing Date, on the amount by which the Aggregate
Commitment as in effect on such date exceeds the Net Investment on such date,
which fee shall be fully earned when payable and shall be non-refundable. All
computations of the Unused Line Fee shall be made by Administrative Agent on the
basis of a 365 or 366-day year, as applicable, for the actual number of days
occurring in the period for which the Unused Line Fee is payable.

     (b) To the extent not otherwise provided for by the provisions of the
Agreement, the Transferor shall pay to the Administrative Agent, for its own
account and the account of each Purchaser, the Fees specified in the Fee Letter.

     SECTION 2.09. Protection of Ownership Interest of the Purchasers; Lockbox
Accounts.



                                      -7-


     (a) The Transferor agrees that it will, and will cause each Seller to, from
time to time, at its expense, promptly execute and deliver all instruments and
documents and take all actions as may be necessary or as the Administrative
Agent may reasonably request in order to perfect or protect the Transferred
Interest or to enable the Administrative Agent or the Purchasers to exercise or
enforce any of their respective rights hereunder. Without limiting the
foregoing, the Transferor will, and will cause each Seller to, upon the request
of the Administrative Agent or any of the Purchasers, in order to accurately
reflect this purchase and sale transaction, (x) file (or authorize the filing
of) such financing or continuation statements or amendments thereto or
assignments thereof (as permitted pursuant to Section 10.06 hereof) as may be
requested by the Administrative Agent for the benefit of the Purchasers and (y)
mark its respective master data processing records and other documents with a
legend describing the conveyance to the Transferor (in the case of the Sellers)
and the Administrative Agent for the benefit of the Purchasers, of the
Transferred Interest. The Transferor shall, and will cause the Sellers to, upon
request of the Administrative Agent, obtain such additional search reports as
the Administrative Agent, for the benefit of the Purchasers, shall reasonably
request. To the fullest extent permitted by applicable law, the Administrative
Agent shall be permitted to file continuation statements and amendments thereto
and assignments thereof without the Transferor's or any Seller's signature. The
Transferor shall not, and shall not permit any Seller to, change its respective
name, identity or corporate structure (within the meaning of Section 9-503 of
the Relevant UCC), change its jurisdiction of incorporation or organization or
relocate its respective chief executive office or any office where Records are
kept unless it shall have: (i) given the Administrative Agent at least thirty
(30) days' prior notice thereof and (ii) prepared at Transferor's expense and
delivered to the Administrative Agent all financing statements, instruments and
other documents necessary to preserve and protect the Transferred Interest or
requested by the Administrative Agent in connection with such change or
relocation. Any filings under the Relevant UCC or otherwise that are occasioned
by such change in name or location shall be made at the expense of Transferor.

     (b) The Collection Agent shall instruct, and shall cause the other Sellers
to instruct, all Obligors to cause all Collections to be deposited directly with
a Lockbox Bank. Any Lockbox Account maintained by a Lockbox Bank pursuant to the
related Lockbox Agreement shall be under the exclusive dominion and control of
the Administrative Agent which is hereby granted to the Administrative Agent by
the Transferor. The Collection Agent shall be permitted to give instructions to
the Lockbox Banks except during the occurrence of a Collection Agent Default or
any other Termination Event. The Collection Agent shall not add any bank as a
Lockbox Bank to those listed on Exhibit B attached hereto unless such bank has
entered into a Lockbox Agreement. The Collection Agent shall not terminate any
bank as a Lockbox Bank unless the Administrative Agent shall have received sixty
(60) days' prior notice of such termination. If the Transferor, any Seller or
the Collection Agent receives any Collections, the Transferor or the Collection
Agent, as applicable, shall, or shall cause such Seller to, remit such
Collections to a Lockbox Account within one (1) Business Day.

     (c) The Collection Agent hereby transfers and assigns all of its rights,
titles and interests in each Lockbox Account and all cash, checks and other
negotiable instruments, funds and other evidences of payment held therein to the
Transferor, and the Transferor hereby pledges, assigns and transfers to the
Administrative Agent, for the benefit of the Purchasers, and hereby creates and
grants to the Administrative Agent, for the benefit of the Purchasers, a
secu-



                                      -8-


rity interest in the Lockbox Accounts and all cash, checks and other negotiable
instruments, funds and other evidences of payment held therein. Administrative
Agent and Transferor shall enter into cash dominion Lockbox Agreements, in form
and substance satisfactory to Administrative Agent; provided, however, that so
long as no Termination Event or Potential Termination Event has occurred and is
continuing, Administrative Agent shall return to Transferor on each business day
the cash swept from the Lockbox Accounts to Administrative Agent on such day.

     SECTION 2.10. Deemed Collections; Application of Payments.

     (a) If on any day a Receivable becomes a Diluted Receivable, the Transferor
shall be deemed to have received on such day a Collection of such Receivable in
the amount of such reduction or cancellation, and the Transferor shall pay to
the Collection Agent an amount equal to such reduction or cancellation. Any such
amount shall be applied by the Collection Agent as a Collection in accordance
with Section 2.05 or 2.06 hereof, as applicable. The Net Investment shall be
reduced by the amount of such payment actually received by the Administrative
Agent.

     (b) If on any day any of the representations or warranties in Article III
was or becomes untrue with respect to a Receivable or the nature of the
Administrative Agent's interest therein (whether on or after the date of any
transfer of an interest therein to the Purchasers), the Transferor shall be
deemed to have received on such day a Collection of such Receivable in full and
the Transferor shall, on such day, pay to the Collection Agent an amount equal
to the Outstanding Balance of such Receivable and such amount shall be allocated
and applied by the Collection Agent as a Collection allocable to the Transferred
Interest in accordance with Section 2.05 or 2.06 hereof, as applicable. The Net
Investment shall be reduced by the amount of such payment actually received by
the Administrative Agent. Simultaneously with any such payment by the
Transferor, each of the Purchasers shall convey all of its right, title and
interest in such Receivable and Related Security to the Transferor, and the
Administrative Agent, on behalf of the Purchasers, shall take all action
reasonably requested by the Transferor to effectuate such conveyance.

     (c) Any payment by an Obligor in respect of any indebtedness owed by it to
the Transferor or any Seller shall, except as provided in paragraphs (a) and (b)
of this Section 2.10 or as otherwise specified by such Obligor or otherwise
required by contract or law and unless otherwise instructed by the Required
Purchasers, be applied as a Collection of any Receivable of such Obligor
included in the Transferred Interest (in order of the age of such Receivable,
starting with the oldest such Receivable) to the extent of any amounts then due
and payable thereunder before being applied to any other receivable or other
indebtedness of such Obligor.

     SECTION 2.11. Payments and Computations, etc. All amounts to be paid or
deposited by the Transferor or the Collection Agent hereunder shall be paid or
deposited in accordance with the terms hereof (including without limitation in
accordance with the wire transfer instructions set forth as Exhibit H hereto) no
later than 12:00 p.m. (New York time) on the day when due in immediately
available funds; if such amounts are payable to any Purchaser, they shall be
paid or deposited to the Collection Account, until otherwise notified by the
Administrative Agent. No later than 3:00 p.m. (New York time) on the date of any
Incremental Transfer hereunder, the Purchasers, will make available to the
Transferor, in immediately available funds,



                                      -9-


the amount of such Incremental Transfer on such day by remitting such amount to
an account of the Transferor specified in the related notice of Transfer. The
Transferor shall, to the extent permitted by law, pay to the Administrative
Agent, for the benefit of the Purchasers upon demand, interest on all amounts
not paid or deposited by it when due hereunder at a rate equal to 1.5% per annum
plus the Base Rate. All computations of interest hereunder shall be made on the
basis of a year of 365 or 366 days, as applicable for the actual number of days
(including the first but excluding the last day) elapsed. Whenever any payment
or deposit to be made hereunder shall be due on a day other than a Business Day,
such payment or deposit shall be made on the next succeeding Business Day and
such extension of time shall be included in the computation of such payment or
deposit. Any computations by the Administrative Agent of amounts payable by the
Transferor hereunder shall be binding upon the Transferor absent manifest error.

     SECTION 2.12. Reports. (a) Deposit Report. The Collection Agent shall
deliver to the Administrative Agent and the Transferor, no later than 1:00 p.m.,
New York City time, on each Weekly Settlement Date (or, after the occurrence of
a Termination Event or after the occurrence and during the continuance of a
Potential Termination Event, on each Business Day), a written report
substantially in the form attached hereto as Exhibit D-1 (the "Deposit Report")
setting forth total Collections received and Receivables originated during the
immediately preceding calendar week, Eligible Receivables balances at the end of
the immediately preceding calendar week, and such other information as the
Administrative Agent may reasonably request. If any Sellers or Seller Divisions
are shut down during any week, the Deposit Report for such week may be prepared
on the basis of the information with respect to the Collections and Receivables
of such Sellers and Seller Divisions for their last week of operations preceding
the shut down. The Deposit Report may be delivered in an electronic format
mutually agreed upon by the Collection Agent and the Administrative Agent, or
pending such agreement, by facsimile.

     (b) Settlement Statement. On each Settlement Date, the Collection Agent
shall deliver to the Administrative Agent and the Transferor a monthly report,
substantially in the form of Exhibit D-2 (the "Settlement Statement"), showing
(i) the aggregate Purchase Price of Receivables acquired or generated by the
Sellers in the preceding month, (ii) the aggregate Outstanding Balance of such
Receivables that are Eligible Receivables and (iii) such other information as
the Administrative Agent may reasonably request.

     SECTION 2.13. Collection Account. (i) There shall be established on or
before the day of the initial Incremental Transfer hereunder and maintained, for
the benefit of the Administrative Agent on behalf of the Purchasers, a
segregated account (the "Collection Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Purchasers. On and after the occurrence of a Termination Event or a Potential
Termination Event, the Collection Agent, at the direction of the Administrative
Agent, shall remit daily to the Collection Account all Collections received with
respect to any Receivables as provided in Section 2.06. Funds on deposit in the
Collection Account (other than investment earnings) shall be invested by the
Administrative Agent in Permitted Investments that will mature so that such
funds will be available prior to the last day of each successive Tranche Period
or prior to each Settlement Date, as applicable, following such investment. On
the last day of each Tranche Period or on each Settlement Date, as applicable,
all interest and earnings (net of losses and investment expenses) on funds on
deposit in the Collection Account shall be retained in the Collection Account
and be available to make any payments required to be made hereunder (including




                                      -10-


Discount) by the Transferor. On the date on which the Net Investment is zero,
all accrued Discount, Servicing Fees, Fees and all other Aggregate Unpaids have
been paid in full, any funds remaining on deposit in the Collection Account
shall be paid to the Transferor.

     (b) For so long as any amounts remain due and owing to the Purchasers
hereunder or under the Transaction Documents, the Administrative Agent shall
distribute all payments received by it in respect of the Transaction Documents
immediately after receipt thereof by (i) transferring to the Purchasers, on a
pro rata basis, based on the amounts thereof owing to each Purchaser and each
Purchaser, respectively, all payments of Discount, (ii) transferring to the
Purchasers, on a pro rata basis, all payments in reduction of the Net Investment
and (iii) transferring to the Purchasers, any other amounts owing to the
Purchasers under this Agreement. Such transfers shall be made by the
Administrative Agent by withdrawing funds on deposit in the Collection Account
and remitting such funds to the accounts of the Purchasers specified by each of
them from time to time. The Administrative Agent shall remit any such funds to
the Purchasers ratably in accordance with their Pro Rata Shares.

     SECTION 2.14. Right of Setoff. Each of the Purchasers is hereby authorized
(in addition to any other rights it may have) at any time after the occurrence
of the Termination Date, or during the continuation of a Termination Event, to
set off, appropriate and apply (without presentment, demand, protest or other
notice which are hereby expressly waived) any deposits and any other
indebtedness held or owing by such Purchasers to, or for the account of, the
Transferor against the amount of the Aggregate Unpaids owing by the Transferor
to such Person (even if contingent or unmatured).

     SECTION 2.15. Sharing of Payments, etc. If any Purchaser(for purposes of
this Section 2.15 only, a "Recipient") shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of setoff, or
otherwise) on account of any interest in the Transferred Interest owned by it in
excess of its ratable share of payments on account of any interest in the
Transferred Interest obtained by the Purchasers entitled thereto, such Recipient
shall forthwith purchase from the Purchasers entitled to a share of such amount
participations in the percentage interests owned by such Persons as shall be
necessary to cause such Recipient to share the excess payment ratably with each
such other Person entitled thereto; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such Recipient, such
purchase from each such other Person shall be rescinded and each such other
Person shall repay to the Recipient the purchase price paid by such Recipient
for such participation to the extent of such recovery, together with an amount
equal to such other Person's ratable share (according to the proportion of (a)
the amount of such other Person's required payment to (b) the total amount so
recovered from the Recipient) of any interest or other amount paid or payable by
the Recipient in respect of the total amount so recovered.

     SECTION 2.16. Broken Funding. In the event of (a) the payment of any
principal of any Eurodollar Tranche other than on the last day of the Eurodollar
Tranche Period applicable thereto (including as a result of the occurrence of
the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the
conversion of any Eurodollar Tranche other than on the last day of the related
Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or
prepay any Eurodollar Tranche on the date specified in any notice delivered
pursuant hereto, then, in any such event, the Transferor shall compensate each
of the Purchasers for the



                                      -11-


loss, cost and expense actually incurred by such Purchaser attributable to such
event. Such loss, cost or expense to any Purchaser shall include an amount
determined by such Purchaser to be the excess, if any, of (i) the amount of
Discount which would have accrued on the principal amount of such Eurodollar
Tranche had such event not occurred, at the Eurodollar Rate that would have been
applicable to such Eurodollar Tranche, for the period from the date of such
event to the last day of the Eurodollar Tranche Period (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the
related Eurodollar Tranche Period), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which such
Purchaser would bid were it to bid, at the commencement of such period, for
dollar deposits of a comparable amount and period from other banks in the
interbank Eurodollar market. Within forty-five (45) days after any Purchaser
hereunder receives actual knowledge of any of the events specified in this
Section 2.16, a certificate of such Purchaser setting forth any amount or
amounts that such Purchaser is entitled to receive pursuant to this Section 2.16
and the reason(s) therefor shall be delivered to the Transferor (with a copy to
the Administrative Agent) and shall be conclusive absent manifest error. The
Transferor shall pay each such Purchaser the amount shown as due on any such
certificate within ten (10) days after receipt thereof.

     SECTION 2.17. Conversion and Continuation of Outstanding Tranches. Prior to
the occurrence of the Termination Date or a Potential Termination Event, (a)
each BR Tranche hereunder may, at the option of the Transferor, be converted to
a Eurodollar Tranche and (b) each Eurodollar Tranche may, at the option of the
Transferor, be continued as a Eurodollar Tranche or converted to a BR Tranche.
If the Termination Date has occurred or a Potential Termination Event has been
declared by the Administrative Agent and is continuing, then (i) no outstanding
Tranche funded by the Purchasers may be converted to, or continued as, a
Eurodollar Tranche and (ii) unless repaid, each Eurodollar Tranche shall be
converted to a BR Tranche on the last day of the Tranche Period related thereto.
For any such conversion or continuation, the Transferor shall give the
Administrative Agent irrevocable notice (each, a "Conversion/Continuation
Notice") of such request not later than 12:30 p.m. (New York City time) (i) in
the case of a conversion of a BR Tranche into a Eurodollar Tranche, or a
continuation of a Eurodollar Tranche as a Eurodollar Tranche, three (3) Business
Days before the date of such conversion or continuation, as applicable, and (ii)
following the Termination Date or the declaration by the Administrative Agent
and continuation of a Potential Termination Event, in the case of a conversion
of a Eurodollar Tranche into a BR Tranche or a continuation of a BR Tranche as a
BR Tranche, on the Business Day of such conversion. If a Conversion/Continuation
Notice has not been timely delivered with respect to any BR Tranche or
Eurodollar Tranche, such Tranche shall be automatically continued as, or
converted to, a BR Tranche. Each Conversion/Continuation Notice shall specify
(a) the requested date (which shall be a Business Day) of such conversion or
continuation, (b) the aggregate amount and rate option applicable to the Tranche
which is to be converted or continued and (c) the amount and rate option(s) of
Tranche(s) into which such Tranche is to be converted or continued.

     SECTION 2.18. Illegality.

     (a) Notwithstanding any other provision herein, if, after the Closing Date,
the adoption of any Law or bank regulatory guideline or any amendment or change
in the interpretation of any existing or future Law or bank regulatory guideline
by any Official Body charged with the administration, interpretation or
application thereof, or the compliance with any direc-



                                      -12-


tive of any Official Body (in the case of any bank regulatory guideline, whether
or not having the force of Law), shall make it unlawful for any Purchaser to
acquire or maintain a Eurodollar Tranche as contemplated by this Agreement, (i)
such Purchaser shall, within forty-five (45) days after receiving actual
knowledge thereof, deliver a certificate to the Transferor (with a copy to the
Administrative Agent) setting forth the basis for such illegality, which
certificate shall be conclusive absent manifest error, (ii) the commitment of
such Purchaser hereunder to make a portion of a Eurodollar Tranche, continue any
portion of a Eurodollar Tranche as such and convert a BR Tranche to a Eurodollar
Tranche shall forthwith be canceled, and such cancelation shall remain in effect
so long as the circumstance described above exists, and (iii) such Purchaser's
portion of any Eurodollar Tranche then outstanding shall be converted
automatically to a BR Tranche on the last day of the related Eurodollar Tranche
Period, or within such earlier period as required by law.

     If any such conversion of a portion of a Eurodollar Tranche occurs on a day
which is not the last day of the related Eurodollar Tranche Period, then
pursuant to Section 2.16 the Transferor shall pay to such Purchaser such
amounts, if any, as may be required to compensate such Purchaser. If
circumstances subsequently change so that it is no longer unlawful for an
affected Purchaser to acquire or to maintain a portion of a Eurodollar Tranche
as contemplated hereunder, such Purchaser will, as soon as reasonably
practicable after such Purchaser knows of such change in circumstances, notify
the Transferor and the Administrative Agent, and upon receipt of such notice,
the obligations of such Purchaser to acquire or maintain its acquisition of
portions of Eurodollar Tranches or to convert its portion of a BR Tranche into
portions of Eurodollar Tranches shall be reinstated.

     (b) Each Purchaser agrees that, upon the occurrence of any event giving
rise to the operation of Section 2.18(a) with respect to such Purchaser, it
will, if requested by the Transferor and to the extent permitted by law or by
the relevant Official Body, endeavor in good faith to change the office at which
it books its portions of Eurodollar Tranches hereunder if such change would make
it lawful for such Purchasers to continue to acquire or to maintain its
acquisition of portions of Eurodollar Tranches hereunder; provided, however,
that such change may be made in such manner that such Purchaser, in its sole
determination, suffers no unreimbursed cost or expense or any other disadvantage
whatsoever.

     SECTION 2.19. Inability to Determine Eurodollar Rate. If, prior to the
first day of any Eurodollar Tranche Period:

          (i) the Administrative Agent shall have determined (which
     determination in the absence of manifest error shall be conclusive and
     binding upon the Transferor) that, by reason of circumstances affecting the
     interbank Eurodollar market, either (a) dollar deposits in the relevant
     amounts and for the relevant Tranche Period are not available, or (b)
     adequate and reasonable means do not exist for ascertaining the Eurodollar
     Rate for such Eurodollar Tranche Period; or

          (ii) the Administrative Agent shall have received notice from the
     Required Purchasers that the Eurodollar Rate determined or to be determined
     for such Eurodollar Tranche Period will not adequately and fairly reflect
     the cost to such Purchasers (as



                                      -13-


     conclusively certified by such Purchasers) of purchasing or maintaining
     their affected portions of Eurodollar Tranches during such Eurodollar
     Tranche Period;

then, in either such event, the Administrative Agent shall give telecopy or
telephonic notice thereof (confirmed in writing) to the Transferor and the
Purchasers as soon as practicable (but, in any event, within ten (10) days after
such determination or notice, as applicable) thereafter. Until such notice has
been withdrawn by the Administrative Agent, no further Eurodollar Tranches shall
be made. The Administrative Agent agrees to withdraw any such notice as soon as
reasonably practicable after the Administrative Agent is notified of a change in
circumstances which makes such notice inapplicable.

     SECTION 2.20. Indemnities by the Transferor. Without limiting any other
rights which the Administrative Agent may have hereunder or under applicable
law, the Transferor hereby agrees to indemnify the Purchasers and the
Administrative Agent and any successors and permitted assigns and their
respective officers, directors, agents and employees (collectively, "Indemnified
Parties") from and against any and all damages, losses, claims, liabilities,
costs and expenses, including, without limitation, reasonable attorneys' fees
(which such attorneys may be employees of the Administrative Agent) and
disbursements (all of the foregoing being collectively referred to as
"Indemnified Amounts") awarded against or incurred by any of them in any action
or proceeding between the Transferor, the Collection Agent in such capacity or
the Sellers and any of the Indemnified Parties or between any of the Indemnified
Parties and any third party or otherwise arising out of or as a result of this
Agreement, the other Transaction Documents, the ownership or maintenance, either
directly or indirectly, by the Administrative Agent or any Purchaser of the
Transferred Interest or any of the other transactions contemplated hereby or
thereby, excluding, however, (i) Indemnified Amounts to the extent relating to
or resulting from (x) gross negligence or willful misconduct on the part of an
Indemnified Party as finally determined pursuant to a nonappealable order or
judgment issued by a court of competent jurisdiction or (y) recourse (except as
otherwise specifically provided in this Agreement) for uncollectible Receivables
or (ii) all taxes (other than Indemnified Taxes). Without limiting the
generality of the foregoing, the Transferor shall indemnify each Indemnified
Party for Indemnified Amounts (without duplication of amounts for which any
Indemnified Party is effectively held harmless under any other provision hereof)
relating to or resulting from:

     (a) any representation or warranty made in writing by the Transferor, the
Collection Agent or the Sellers or any officers of the Transferor, the
Collection Agent or the Sellers under or in connection with this Agreement, any
of the other Transaction Documents, any Deposit Report, any Settlement Report or
any other information or report delivered by any of them pursuant hereto or
thereto, which shall have been false or incorrect in any material respect when
made or deemed made;

     (b) the failure by the Transferor, the Collection Agent or the Sellers to
comply with any applicable law, rule or regulation with respect to any
Receivable or the related Contract, or the nonconformity of any Receivable or
the related Contract with any such applicable law, rule or regulation;

     (c) the failure to either (x) vest and maintain vested in the
Administrative Agent, for the benefit of the Purchasers, an undivided first
priority, perfected percentage owner-



                                      -14-


ship interest, to the extent of the Transferred Interest, in the Receivables and
Related Security, Collections and Proceeds with respect thereto, free and clear
of any Adverse Claim or (y) to create or maintain a valid and perfected first
priority security interest in favor of the Administrative Agent, for the benefit
of the Purchasers, in the Transferor's interest in the Receivables and Related
Security, Collections and Proceeds with respect thereto, free and clear of any
Adverse Claim (other than any Adverse Claim created by or through the
Purchasers);

     (d) the failure to file, or any delay in filing, financing statements,
continuation statements, or other similar instruments or documents under the
Relevant UCC or other applicable laws with respect to any of the Receivables or
Related Security, Collections and Proceeds with respect thereto;

     (e) any dispute, claim, offset or defense (other than discharge in
bankruptcy of the Obligor) of the Obligor to the payment of any Receivable
(including, without limitation, a defense based on such Receivable or the
related Contract not being legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms), or any other claim
resulting from the sale of merchandise or services related to such Receivable or
the furnishing or failure to furnish such merchandise or services (if such
collection activities were performed by the Transferor or any of its Affiliates
acting as the Collection Agent);

     (f) any products liability claim or personal injury or property damage suit
or other similar or related claim or action of whatever sort arising out of or
in connection with merchandise or services which are the subject of any
Receivable;

     (g) the transfer of an ownership interest in any Receivable other than an
Eligible Receivable;

     (h) the failure by any of the Transferor, the Collection Agent or the
Sellers to comply with any term, provision or covenant contained in this
Agreement or any of the other Transaction Documents to which it is a party or to
perform any duty or obligation in accordance with the provisions hereof or
thereof or to perform any of its duties or obligations under the Contracts;

     (i) the Percentage Factor exceeding the Maximum Percentage Factor at any
time on or prior to the Termination Date;

     (j) the failure of the Sellers to pay when due any taxes, including without
limitation, sales, excise or personal property taxes payable in connection with
any of the Receivables with respect to which an Indemnified Party may be held
liable as a transferee of such Receivables;

     (k) any repayment by any Indemnified Party of any amount previously
distributed in reduction of Net Investment which such Indemnified Party believes
in good faith is required to be made;

     (l) the commingling by the Transferor, the Sellers or the Collection Agent
of Collections of Receivables at any time with other funds;



                                      -15-


     (m) any investigation, litigation or proceeding related to this Agreement,
any of the other Transaction Documents, the use of proceeds of Transfers by the
Transferor or the Sellers, the ownership of Transferred Interests, or any
Receivable, Related Security or Contract;

     (n) the failure of any Lockbox Bank to remit any amounts held in the
Lockbox Accounts pursuant to the instructions of the Collection Agent, the
Transferor, the Sellers or the Administrative Agent (to the extent such Person
is entitled to give such instructions in accordance with the terms hereof and of
any applicable Lockbox Agreement) whether by reason of the exercise of set-off
rights or otherwise;

     (o) any inability to obtain any judgment in or utilize the court or other
adjudication system of, any state in which an Obligor may be located as a result
of the failure of the Transferor or the Sellers to qualify to do business or
file any notice of business activity report or any similar report;

     (p) any failure of the Transferor to give reasonably equivalent value to
the Sellers in consideration of the purchase by the Transferor from the Sellers
of any Receivable, or any attempt by any Person to void, rescind or set aside
any such transfer under statutory provisions or common law or equitable action,
including, without limitation, any provision of the Bankruptcy Code; or

     (q) any action taken by the Transferor, the Sellers or the Collection Agent
in the enforcement or collection of any Receivable;

provided, however, that the Transferor shall not be liable for Indemnified
Amounts attributable to the fraud, gross negligence, breach of fiduciary duty or
willful misconduct of any Collection Agent in the enforcement or collection of
any Receivable if such Collection Agent is not the Parent or an Affiliate of the
Parent; and provided, further, that if such Indemnified Amounts are attributable
solely to the Transferor, the Transferor shall be solely liable for such
Indemnified Amounts, and if such Indemnified Amounts are attributable solely to
Other Transferors, such Other Transferors shall be solely liable for such
Indemnified Amounts.

     SECTION 2.21. Indemnity for Reserves and Expenses. (a) If after the date
hereof, the adoption of any Law or bank regulation or regulatory guideline or
any amendment or change in the interpretation of any existing or future Law or
bank regulation or regulatory guideline by any Official Body charged with the
administration, interpretation or application thereof, or the compliance with
any directive of any Official Body (in the case of any bank regulation or
regulatory guideline, whether or not having the force of Law), other than Laws,
interpretations, guidelines or directives relating to Taxes:

          (i) shall impose, modify or deem applicable any reserve, special
     deposit or similar requirement (including, without limitation, any such
     requirement imposed by the Board of Governors of the Federal Reserve
     System) against assets of, deposits with or for the account of, or credit
     extended by, any Indemnified Party or shall impose on any Indemnified Party
     or on the United States market for certificates of deposit or the London
     interbank market any other condition affecting this Agreement, the other
     Transaction Documents, the ownership, maintenance or financing of the
     Transferred Interest,



                                      -16-


     the Receivables or payments of amounts due hereunder or its obligation to
     advance funds hereunder or under the other Transaction Documents; or

          (ii) imposes upon any Indemnified Party any other expense (including,
     without limitation, reasonable attorneys' fees and expenses, and expenses
     of litigation or preparation therefor in contesting any of the foregoing)
     with respect to this Agreement, the other Transaction Documents, the
     ownership, maintenance or financing of the Transferred Interest, the
     Receivables or payments of amounts due hereunder or its obligation to
     advance funds hereunder or otherwise in respect of this Agreement, the
     other Transaction Documents, the ownership, maintenance or financing of the
     Transferred Interests or the Receivables;

and the result of any of the foregoing is to increase the cost to such
Indemnified Party with respect to this Agreement, the other Transaction
Documents, the ownership, maintenance or financing of the Transferred Interest,
the Receivables, the obligations hereunder, the funding of any Purchases
hereunder or under the other Transaction Documents, by an amount deemed by such
Indemnified Party to be material, then, within ten (10) Business Days after
demand by such Indemnified Party through the Administrative Agent, the
Transferor shall pay to the Administrative Agent, for the benefit of such
Indemnified Party, such additional amount or amounts (other than with respect to
taxes) as will compensate such Indemnified Party for such increased cost or
reduction; provided that no such amount shall be payable with respect to any
period commencing more than two hundred seventy (270) days prior to the date the
Administrative Agent first notifies the Transferor of its intention to demand
compensation therefor under this Section 2.21; provided further that if such
change in Law, rule or regulation giving rise to such increased costs or
reductions is retroactive, then such 270-day period shall be extended to include
the period of retroactive effect thereof. In making demand hereunder, the
applicable Indemnified Party shall submit to the Transferor a certificate as to
such increased costs incurred which shall provide in reasonable detail the basis
for such claim.

     (b) If any Indemnified Party shall have determined that after the date
hereof, the adoption of any applicable Law or bank regulation or regulatory
guideline regarding capital adequacy, or any change therein, or any change in
the interpretation thereof by any Official Body, or any directive regarding
capital adequacy (in the case of any bank regulatory guideline, whether or not
having the force of law) of any such Official Body, has or would have the effect
of reducing the rate of return on capital of such Indemnified Party (or its
parent) as a consequence of such Indemnified Party's obligations hereunder or
with respect hereto to a level below that which such Indemnified Party (or its
parent) could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy) by an
amount deemed by such Indemnified Party to be material, then from time to time,
within ten (10) Business Days after demand by such Indemnified Party through the
Administrative Agent, the Transferor shall pay to the Administrative Agent, for
the benefit of such Indemnified Party, such additional amount or amounts (other
than with respect to taxes) as will compensate such Indemnified Party (or its
parent) for such reduction; provided that no such amount shall be payable with
respect to any period commencing more than two hundred seventy (270) days prior
to the date the Administrative Agent first notifies the Transferor of its
intention to demand compensation therefor under this Section 2.21(b); provided
further that if such change in Law, rule or regulation giving rise to such
increased costs or reductions is retroactive, then such 270-



                                      -17-


day period shall be extended to include the period of retroactive effect
thereof. In making demand hereunder, the applicable Indemnified Party shall
submit to the Transferor a certificate as to such increased costs incurred which
shall provide in reasonable detail the basis for such claim.

     SECTION 2.22. Indemnity for Taxes. (a) All payments made by the Transferor
or the Collection Agent to the Administrative Agent for the benefit of the
Purchasers under this Agreement and any other Transaction Document shall be made
free and clear of, and without deduction or withholding for or on account of any
Indemnified Taxes. If any such Indemnified Taxes are required to be withheld
from any amounts payable to the Administrative Agent or any Indemnified Party
hereunder, (i) the amounts so payable to the Administrative Agent or such
Indemnified Party shall be increased to the extent necessary to yield to the
Administrative Agent or such Indemnified Party (after payment of all Indemnified
Taxes) all amounts payable hereunder at the rates or in the amounts specified in
this Agreement and the other Transaction Documents and (ii) the Transferor or
the Collection Agent, as the case may be, shall make such deductions or
withholdings and shall pay the amount so deducted or withheld to the applicable
Official Body in accordance with the applicable law. The Transferor shall
indemnify the Administrative Agent or any Indemnified Party for the full amount
of any Indemnified Taxes paid by the Administrative Agent or the Indemnified
Party within ten (10) Business Days after the date of written demand therefor by
the Administrative Agent or such Indemnified Party if the Administrative Agent
or such Indemnified Party, as the case may be, has delivered to the Transferor a
certificate signed by an officer of the Administrative Agent or such Indemnified
Party, as the case may be, setting forth in reasonable detail the amount so paid
and the computations made to determine such amount. Such certificate shall be
conclusive absent manifest error.

     (b) Each Indemnified Party that is not a United States person (within the
meaning of Section 7701(a)(30) of the Code) (a "United States Person") shall:

          (i) at the time such Indemnified Party becomes a party to this
     Agreement or the Transaction Documents, deliver to the Transferor and the
     Administrative Agent (A) two duly completed copies of IRS Form 4224, or
     successor applicable form, as the case may be, and (B) an IRS Form W-8 or
     W-9, or successor applicable form, as the case may be;

          (ii) deliver to the Transferor and the Administrative Agent two (2)
     further copies of any such form or certification on or before the date that
     any such form or certification expires or becomes obsolete and after the
     occurrence of any event requiring a change in the most recent form
     previously delivered by it to the Transferor or the Administrative Agent;
     and

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

unless, in the case of (ii) and (iii) above, any change in treaty, law
regulation, governmental rule, guideline order, or official application or
official interpretation thereof has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Indemnified Party from duly completing and
delivering



                                      -18-


any such form with respect to it, and such Indemnified Party so advises the
Transferor and the Administrative Agent. Each such Indemnified Party that is not
a United States person (A) shall certify (i) in the case of an IRS Form 4224, or
successor applicable form, that it is entitled to receive payments under this
Agreement and the other Transaction Documents without deduction or withholding
of any United States federal income taxes and (ii) in the case of an IRS Form
W-8 or IRS Form W-9, or successor applicable form, that it is entitled to an
exemption from United States backup withholding tax and (B) shall agree to
provide any other certification and documentation as required by the applicable
law that is reasonably requested by the Transferor, the Sellers or the
Collection Agent. Each Person that is a Purchaser or Participant hereunder, or
which otherwise becomes a party to this Agreement and the other Transaction
Documents as a Purchaser, shall, prior to the effectiveness of such assignment,
participation or addition, as applicable, be required to provide all of the
forms and statements required pursuant to this Section 2.22.

     SECTION 2.23. Other Costs, Expenses and Related Matters. (a) The Transferor
agrees, upon receipt of a written invoice, to pay or cause to be paid, and to
save the Administrative Agent and the Purchasers harmless against liability for
the payment of, all reasonable out-of-pocket expenses (including, without
limitation, reasonable attorneys', accountants' and other third parties' fees
and expenses, any filing fees and expenses incurred by officers or employees of
the Administrative Agent and/or the Purchasers) or intangible, documentary or
recording taxes incurred by or on behalf of the Administrative Agent or any of
the Purchasers (i) in connection with the negotiation, execution, delivery and
preparation of this Agreement, the other Transaction Documents and any documents
or instruments delivered pursuant hereto and thereto and the transactions
contemplated hereby or thereby (including, without limitation, the perfection or
protection of the Transferred Interest) and (ii) (A) relating to any amendments,
waivers or consents under this Agreement and the other Transaction Documents,
(B) arising in connection with the Administrative Agent's, or any Purchasers'
enforcement or preservation of rights (including, without limitation, the
perfection and protection of the Transferred Interest under this Agreement), or
(C) arising in connection with any audit, dispute, disagreement, litigation or
preparation for litigation involving this Agreement or any of the other
Transaction Documents (all of such amounts, collectively, "Transaction Costs").
All Transaction Costs owed by the Transferor pursuant to this subsection 2.23(a)
shall be payable in accordance with Section 2.05 and 2.06.

     (b) The Transferor shall pay the Administrative Agent, for the account of
the Purchasers, on demand any Early Collection Fee due on account of the
reduction of a Tranche on any day prior to the last day of its Tranche Period.

     (c) The Administrative Agent will within forty-five (45) days after receipt
of notice of any event occurring after the date hereof which will entitle an
Indemnified Party to compensation pursuant to this Article II, notify the
Transferor in writing of such event. Any notice by the Administrative Agent
claiming compensation under this Article II and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence
of manifest error, provided that such claim is made in good faith and on a
reasonable basis. In determining such amount, the Administrative Agent or any
applicable Indemnified Party may use any reasonable averaging and attributing
methods.



                                      -19-


     (d) If the Transferor is required to pay any additional amount to any
Purchaser pursuant to Sections 2.21 or 2.22, then such Purchaser shall use
reasonable efforts (which shall not require such Purchaser to incur an
unreimbursed loss or unreimbursed cost or expense or otherwise take any action
inconsistent with its internal policies or legal or regulatory restrictions or
suffer any disadvantage or burden reasonably deemed by it to be significant) (A)
to file any certificate or document reasonably requested in writing by the
Transferor or (B) to assign its rights and delegate and transfer its obligations
hereunder to another of its offices, branches or affiliates, if such filing or
assignment would reduce amounts payable pursuant to Sections 2.21 or 2.22, as
the case may be, in the future.

     SECTION 2.24. Administrative Agent. (a) The Administrative Agent is hereby
authorized to record on each Business Day the Funded Amount with respect to each
Purchaser and the aggregate amount of Discount and Fees accruing with respect
thereto on such Business Day. Any such recordations by the Administrative Agent,
absent manifest error, shall constitute prima facie evidence of the accuracy of
the information so recorded. The Administrative Agent will report the aggregate
amounts due to the Purchasers for the prior calendar month to the Transferor and
the Collection Agent not later than two (2) Business Days prior to the related
Settlement Date. Furthermore, the Administrative Agent will maintain records
sufficient to identify the percentage interest of each Purchaser in the
Receivables and any amounts owing thereunder.

     (b) Upon receipt of funds from the Administrative Agent on each Settlement
Date pursuant to Sections 2.05 and 2.06, the Administrative Agent shall pay such
funds to the Purchasers owed such funds in accordance with the recordations
maintained by it in accordance with Section 2.24(a). If the Administrative Agent
shall have paid to any Purchaser any funds that (i) must be returned for any
reason (including bankruptcy) or (ii) exceeds that which such Purchaser was
entitled to receive, such amount shall be promptly repaid to the Administrative
Agent by such Purchaser.

     SECTION 2.25. Use of Historical Data. Where necessary to calculate any
ratios or other amounts under this Agreement with reference to periods prior to
the Closing Date, historical data shall be used.

                                   ARTICLE III

                         Representations and Warranties

     SECTION 3.01. Representations and Warranties of the Transferor. The
Transferor hereby represents and warrants to the Administrative Agent and the
Purchasers that:

     (a) Corporate Existence and Power. The Transferor is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and has all corporate power and all material governmental licenses,
authorizations, consents and approvals required to carry on its business in each
jurisdiction in which its business is now conducted. The Transferor is duly
qualified (or has duly applied for such qualification) to do business in, and is
in good standing in, every other jurisdiction in which the nature of its
business requires it to be so qualified, except where the failure to be so
qualified or in good standing would not have a Material Adverse Effect.



                                      -20-


     (b) Corporate and Governmental Authorization; Contravention. The execution,
delivery and performance by the Transferor of this Agreement and the other
Transaction Documents to which the Transferor is a party are within the
Transferor's corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any
Official Body or official thereof, and do not contravene any provision of
applicable law, rule or regulation or of the Certificate of Incorporation or
Bylaws of the Transferor or constitute a default under any agreement or any
judgment, injunction, order, writ, decree or other instrument binding upon the
Transferor or result in the creation or imposition of any Adverse Claim on the
assets of the Transferor (except as contemplated by Section 2.09 hereof).

     (c) Binding Effect. Each of this Agreement and the other Transaction
Documents to which the Transferor is a party constitutes, and the Transfer
Certificate, upon payment of the Transfer Price set forth therein, will
constitute the legal, valid and binding obligation of the Transferor,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws affecting the rights of creditors generally and general
equitable principles (whether considered in a proceeding at law or in equity).

     (d) Perfection. Immediately preceding each Transfer hereunder, the
Transferor shall be the owner of all of the Receivables, free and clear of all
Adverse Claims. On or prior to each Transfer and each recomputation of the
Transferred Interest, all financing statements and other documents required to
be recorded or filed in order to perfect and protect the Transferred Interest
against all creditors of, and purchasers from, the Transferor and the Sellers
will have been duly filed in each filing office necessary for such purpose, and
all filing fees and taxes, if any, payable in connection with such filings shall
have been paid in full.

     (e) Accuracy of Information. All information heretofore furnished by or on
behalf of the Transferor or the Collection Agent on its behalf (including,
without limitation, the Deposit Reports, the Settlement Statements, any other
reports delivered pursuant to the terms of this Agreement and the Transferor's
financial statements) to any Purchaser or the Administrative Agent for purposes
of, or in connection with, this Agreement and the other Transaction Documents
are, and all such information hereafter furnished by or on behalf of the
Transferor to any Purchaser or the Administrative Agent will be, true and
accurate in every material respect, on the date such information is stated or
certified.

     (f) Tax Status. The Transferor has filed all material tax returns (Federal,
state and local) required to be filed and has paid or made adequate provision
for the payment of all material taxes, assessments and other governmental
charges other than taxes or filings contested in good faith or taxes which are
not yet due and payable, and for which adequate reserves have been established
in accordance with GAAP.

     (g) Action, Suits. There are no actions, suits or proceedings pending or,
to the knowledge of the Transferor threatened, against or affecting the
Transferor or its properties, in or before any court, arbitrator or other
Official Body, which could reasonably be expected to, individually or in the
aggregate, have a Material Adverse Effect on the performance by the Transferor
of its obligations under the Agreement or the validity and enforceability of
this Agreement,



                                      -21-


the Receivables, the Contracts or any other Transaction Document, except as set
forth in Exhibit F concerning Affiliates of the Transferor.

     (h) Use of Proceeds. No proceeds of any Transfer will be used by the
Transferor to acquire any security in any transaction which violates Regulation
T, U or X of the Federal Reserve Board.

     (i) Place of Business; Jurisdiction of Organization. The principal place of
business and chief executive office of the Transferor are located at the address
of the Transferor indicated in Section 10.03 hereof, and the offices where the
Transferor keeps all its Records, are located at the address(es) described on
Exhibit G or such other locations notified to the Administrative Agent in
accordance with Section 2.09 hereof in jurisdictions where all action required
by Section 2.09 hereof has been taken and completed. The Transferor is a
corporation organized under the laws of the state of Delaware.

     (j) Good Title. Upon each Transfer and each recomputation of the
Transferred Interest, the Administrative Agent, on behalf of the Purchasers,
shall acquire (A) a valid and perfected first priority undivided percentage
ownership interest to the extent of the Transferred Interest or (B) a first
priority perfected security interest in each Receivable that exists on the date
of such Transfer and recomputation and in the Related Security, Collections and
Proceeds with respect thereto, in either case free and clear of any Adverse
Claim.

     (k) Trade Names, etc. As of the date hereof: (i) the Transferor's chief
executive office is located at the address for notices set forth in Section
10.03 hereof; (ii) the Transferor has no subsidiaries or divisions; and (iii)
the Transferor has not operated under any trade name within the last five (5)
years, and, within the last five (5) years, has not changed its name, changed
its organizational or corporate form, changed its jurisdiction of incorporation
or organization, merged with or into or consolidated with any other corporation
or been the subject of any proceeding under Title 11, United States Code
(Bankruptcy).

     (l) Nature of Receivables. Each Receivable (x) represented by the
Transferor or the Collection Agent to be an Eligible Receivable (including in
any Settlement Statement or other report delivered pursuant to Section 2.12
hereof) or (y) included in the calculation of the Net Receivables Balance in
fact satisfies at such time the definition of "Eligible Receivable."

     (m) Coverage Requirement; Amount of Receivables. The Percentage Factor does
not exceed the Maximum Percentage Factor. As of April 29, 2005, the aggregate
Outstanding Balance of the Receivables in existence was $248,493,000, and the
Net Receivables Balance was $156,185,000.

     (n) Credit and Collection Policy. Since the Closing Date, there have been
no material changes in the Credit and Collection Policy, other than as permitted
hereunder. Since such date, no material adverse change has occurred in the
overall rate of collection of the Receivables.

     (o) Collections and Servicing. Since January 2, 2005, there has been no
material adverse change in the ability of the Collection Agent, the Sellers, the
Transferor or any Subsidiary or Affiliate of any of the foregoing to service and
collect the Receivables.



                                      -22-


     (p) No Termination Event. No event has occurred and is continuing and no
condition exists which constitutes a Termination Event or a Potential
Termination Event.

     (q) Not an Investment Company. The Transferor is not, and is not controlled
by, an "investment company" within the meaning of the Investment Company Act of
1940, as amended, or is exempt from all provisions of such Act.

     (r) ERISA. Each of the Transferor and its ERISA Affiliates is in compliance
in all material respects with ERISA, and no lien exists in favor of the Pension
Benefit Guaranty Corporation on any of the Receivables.

     (s) Lockbox Accounts. The names and addresses of all the Lockbox Banks,
together with the account numbers of the Lockbox Accounts at such Lockbox Banks,
are specified in Exhibit B hereto (or at such other Lockbox Banks and/or with
such other Lockbox Accounts as have been notified to the Administrative Agent
and for which Lockbox Agreements have been executed in accordance with Section
2.09(b) hereof and delivered to the Collection Agent). All Obligors have been
instructed to make payment to a Lockbox Account, and only Collections are
deposited into a Lockbox Account.

     (t) Bulk Sales. No transaction contemplated hereby or by the Receivables
Purchase Agreement requires compliance with any "bulk sales" act or similar law.

     (u) Transfers Under Receivables Purchase Agreement. Each Receivable which
has been transferred to the Transferor by any Seller has been purchased by the
Transferor from such Seller pursuant to, and in accordance with, the terms of
the Receivables Purchase Agreement.

     (v) Preference; Voidability. The Transferor shall have given reasonably
equivalent value to each Seller in consideration for the transfer to the
Transferor of the Receivables and Related Security, Collections and Proceeds
with respect thereto from such Seller, and each such transfer shall not have
been made for or on account of an antecedent debt owed by any Seller to the
Transferor, and no such transfer is or may be voidable under any Section of the
Bankruptcy Reform Act of 1978 (11 U.S.C. ss.ss. 101 et seq.), as amended (the
"Bankruptcy Code").

     (w) Subsidiaries. The Transferor shall not have any subsidiaries.

     (x) Material Adverse Effect. Between the date of its formation and the
Closing Date, (i) the Transferor has not incurred any obligations, contingent or
non-contingent liabilities, liabilities for charges, long-term leases or unusual
forward or long-term commitments except with respect to receivables financing
and that, alone or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, (ii) no contract, lease or other agreement or
instrument has been entered into by the Transferor or has become binding upon
the Transferor's assets except with respect to receivables financing and no law
or regulation applicable to the Transferor has been adopted, in each case that
has had or could reasonably be expected to have a Material Adverse Effect, and
(iii) the Transferor has not, except with respect to receivables financing,
entered into, and is not in default, and no third party is in default under any
material contract, lease or other agreement or instrument to which the
Transferor is a party that alone or in the aggregate



                                      -23-


could reasonably be expected to have a Material Adverse Effect. Between the date
of the formation of the Transferor and the Closing Date, no event has occurred
that alone or together with other events could reasonably be expected to have a
Material Adverse Effect.

     Any document, instrument, certificate or notice delivered to the
Administrative Agent or any Purchaser by the Transferor or any agent of the
Transferor hereunder shall be deemed a representation and warranty by the
Transferor.

     SECTION 3.02. Reaffirmation of Representations and Warranties by the
Transferor. On each day that a Transfer is made hereunder, the Transferor, by
accepting the proceeds of such Transfer, whether delivered to the Transferor
pursuant to Section 2.02(a) or Section 2.05 hereof, shall be deemed to have
certified that all representations and warranties described in Section 3.01
hereof are true and correct on and as of such day as though made on and as of
such day.

                                   ARTICLE IV

                              Conditions Precedent

     SECTION 4.01. Conditions to Effectiveness. This Agreement shall become
effective on the first day on which the Administrative Agent shall have received
the following documents, instruments and Fees, all of which shall be in a form
and substance acceptable to the Administrative Agent:

     (a) A Certificate of the Secretary or Assistant Secretary of the Transferor
in substantially the form of Exhibit I hereto certifying (i) the names and
signatures of the officers and employees authorized on its behalf to execute
this Agreement and any other documents to be delivered by it hereunder (on which
Certificate the Administrative Agent and the Purchasers may conclusively rely
until such time as the Administrative Agent shall receive from the Transferor a
revised Certificate meeting the requirements of this clause (a)(i)), (ii) a copy
of the Transferor's Certificate of Incorporation, certified by the Secretary of
State of the State of Delaware, (iii) a copy of the Transferor's By-Laws, (iv) a
copy of resolutions of the Board of Directors of the Transferor approving this
transaction and (v) certificates of the Secretary of State of the State of
Delaware certifying the Transferor's good standing under the laws of the State
of Delaware.

     (b) A Certificate of the Secretary or Assistant Secretary of each Seller in
substantially the form of Exhibit I hereto certifying (i) the names and
signatures of the officers and employees authorized on its behalf to execute the
Receivables Purchase Agreement and any other documents to be delivered by it (on
which Certificate the Administrative Agent and the Purchasers may conclusively
rely until such time as the Administrative Agent shall receive from any Seller a
revised Certificate meeting the requirements of this clause (b)(i)), (ii) a copy
of such Seller's certificate of incorporation, certified by the Secretary of
State of the state of such Seller's incorporation, (iii) a copy of such Seller's
By-Laws, (iv) a copy of resolutions of the Board of Directors of such Seller
approving this transaction and (v) certificates of the Secretary of State of the
state of such Seller's incorporation, certifying such Seller's good standing
under the laws of such state.



                                      -24-


     (c) Evidence satisfactory to the Administrative Agent of the filing in the
appropriate filing offices of proper financing statements (Form UCC-1), naming
the Transferor as the debtor, the Administrative Agent, as secured party, and of
such other similar instruments or documents as may be necessary or, in the
reasonable opinion of the Administrative Agent, desirable under the Relevant UCC
of all appropriate jurisdictions or any comparable law to perfect the
Administrative Agent's security interest in all Receivables, Related Security,
Proceeds and Collections.

     (d) Evidence satisfactory to the Administrative Agent of the filing in the
appropriate filing offices of proper financing statements (Form UCC-1), naming
each Seller as debtor, the Transferor as secured party, and the Administrative
Agent, as assignee of the secured party, and of such other similar instruments
or documents as may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable under the Relevant UCC of all appropriate
jurisdictions or any comparable law to perfect the Transferor's ownership or
security interest in all Receivables, Related Security and Collections.

     (e) Evidence satisfactory to the Administrative Agent of the filing in the
appropriate filing offices of proper financing statements (Form UCC-3), if any,
necessary to terminate or assign to the Administrative Agent all security
interests and other rights of any person in Receivables previously granted by
the Transferor.

     (f) Evidence satisfactory to the Administrative Agent of the filing in the
appropriate filing offices of proper financing statements (Form UCC-3), if any,
necessary to terminate or assign to the Administrative Agent all security
interests and other rights of any person in Receivables, Related Security or
Proceeds previously granted by the Sellers.

     (g) Certified copies of request for information or copies (Form UCC-11) (or
a similar search report certified by parties acceptable to the Administrative
Agent), dated a date reasonably near the Closing Date, listing all effective
financing statements which name the Transferor and any Seller (under their
respective present names and any previous names) as debtor and which are filed
in jurisdictions in which the filings were made pursuant to item (c), (d), (e)
or (f) above together with copies of such financing statements (none of which,
except for those filed pursuant to item (c) or (d) or those terminated pursuant
to item (e) or (f), shall cover any Receivables, Related Security or Contracts).

     (h) Executed copies of the Lockbox Agreements relating to each of the
Lockbox Banks and the Lockbox Accounts.

     (i) An opinion of Cahill Gordon & Reindel LLP, special counsel to the
Transferor and the Sellers, addressed to the Administrative Agent and the
Purchasers, regarding (x) substantive consolidation in the event of a bankruptcy
of Metaldyne or any Seller and true sale between each Seller and the Transferor
and (y) enforceability of the Transaction Documents to which the Transferor and
each Seller is a party, certain corporate matters and perfection of the interest
granted by the Sellers incorporated or organized in the state of Delaware to the
Transferor and the security interest granted by the Transferor to the
Administrative Agent.



                                      -25-


     (j) Opinions of special counsel to the Sellers and the Transferor in the
states of Illinois, Indiana, Michigan and Pennsylvania, respectively, addressed
to the Administrative Agent and the Purchasers, regarding perfection and
priority of the interest granted by the Sellers to the Transferor and the
security interest granted by the Transferor to the Administrative Agent.

     (k) An executed copy of this Agreement and each other Transaction Document
to be executed by the Transferor and the Sellers.

     (l) A Settlement Statement for 2005 and a Deposit Report for the week
ending April 22, 2005.

     (m) The most recent audited and unaudited consolidated financial statements
of the Parent and a balance sheet of the Transferor certified by its chief
financial officer.

     (n) All Fees required to be paid on or prior to the Closing Date in
accordance with the Fee Letter shall have been paid.

     (o) A certificate of a Responsible Officer of the Transferor to the effect
that no Termination Event or Potential Termination Event shall have occurred and
be continuing as of the Closing Date.

     (p) Such other documents, instruments, certificates and opinions as the
Administrative Agent shall reasonably request.

                                    ARTICLE V

                                    Covenants

     SECTION 5.01. Affirmative Covenants of the Transferor. At all times from
the date hereof to the later to occur of (i) the Termination Date or (ii) the
date on which the Net Investment has been reduced to zero, all accrued Discount,
Servicing Fees and all other Aggregate Unpaids shall have been paid in full, in
cash, unless the Administrative Agent shall otherwise consent in writing:

     (a) Financial Reporting. The Transferor will maintain a system of
accounting established and administered in accordance with GAAP, and furnish to
the Administrative Agent:

          (i) Annual Reporting. Within ninety-five (95) days after the close of
     the Transferor's fiscal year, audited financial statements of the Parent
     and unaudited financial statements of the Transferor, prepared in
     accordance with GAAP consistently applied, in the case of the Parent on a
     consolidated basis for the Parent and its Subsidiaries, including balance
     sheets as of the end of such period, related statements of operations,
     shareholders' equity and cash flows, accompanied by (in the case of the
     Parent) an audit report certified by PriceWaterhouseCoopers LLC or other
     nationally recognized independent certified public accountants (without a
     "going concern" or like qualification or exception and without any
     qualification or exception as to the scope of the audit), accept-



                                      -26-


     able to the Administrative Agent, prepared in accordance with generally
     accepted auditing standards and any management letter prepared by said
     accountants.

          (ii) Quarterly Reporting. Within fifty (50) days after the close of
     the first three (3) quarterly periods of the Transferor's fiscal year, for
     (x) the Transferor and (y) for the Parent and its Subsidiaries, on a
     consolidated basis, unaudited balance sheets as at the close of each such
     period and related statements of operations, shareholders' equity and cash
     flows in each case for the period from the beginning of such fiscal year to
     the end of such quarter, in each case certified by its senior financial
     officer.

          (iii) Compliance Certificate. Together with the financial statements
     required hereunder, a compliance certificate signed by the Transferor's
     chief financial officer stating that (x) the attached financial statements
     have been prepared in accordance with GAAP and accurately reflect the
     financial condition of the Transferor or the Parent, as applicable, and (y)
     to the best of such Person's knowledge, no Termination Event or Potential
     Termination Event exists, or if any Termination Event or Potential
     Termination Event exists, stating the nature and status thereof.

          (iv) Notice of Termination Events or Potential Termination Events. As
     soon as possible and in any event within two Business Days after the actual
     knowledge of a Responsible Officer of the Transferor of the occurrence of
     each Termination Event or each Potential Termination Event, a statement of
     the chief financial officer of the Transferor setting forth details of such
     Termination Event or Potential Termination Event and the action which the
     Transferor has taken or proposes to take with respect thereto.

          (v) Change in Credit and Collection Policy. Within ten (10) Business
     Days after the date any material change in or amendment to the Credit and
     Collection Policy is made, a copy of the Credit and Collection Policy then
     in effect indicating such change or amendment.

          (vi) Credit and Collection Policy. Within ninety (90) days after the
     close of each Seller's and the Transferor's fiscal years, a complete copy
     of the Credit and Collection Policy then in effect.

          (vii) ERISA. Promptly after the filing or receiving thereof, copies of
     all reports and notices with respect to any reportable event (as defined in
     Article IV of ERISA) which the Transferor, any of the Sellers or any ERISA
     Affiliate of the Transferor or the Sellers files under ERISA with the
     Internal Revenue Service, the Pension Benefit Guaranty Corporation or the
     U.S. Department of Labor or which the Transferor, any of the Sellers or any
     ERISA Affiliates of the Transferor or the Sellers receives from the
     Internal Revenue Service, the Pension Benefit Guaranty Corporation or the
     U.S. Department of Labor.

          (viii) Other Information. Such other information (including
     non-financial information) as the Administrative Agent or any Purchaser may
     from time to time reasonably request with respect to the Sellers, the
     Transferor or any Subsidiary of any of the foregoing.



                                      -27-


     (b) Conduct of Business. The Transferor will carry on and conduct its
business in substantially the same manner and in substantially the same fields
of enterprise as it is presently conducted and do all things necessary to remain
duly incorporated, validly existing and in good standing as a domestic
corporation in its jurisdiction of incorporation and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted except any jurisdictions where the failure to maintain such authority
could not reasonably be expected to have a Material Adverse Effect.

     (c) Compliance with Laws. The Transferor will, and will cause each Seller
and each of the Transferor's and such Seller's Affiliates to, comply with all
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which it or its respective properties may be subject, except to the
extent that the failure to so comply with such laws, rules, regulations, writs,
judgments, injunctions, decrees or awards would not materially adversely affect
the ability of the Transferor to perform its obligations under the Agreement.

     (d) Furnishing of Information and Inspection of Records. The Transferor
will, and will cause each Seller to, furnish to the Administrative Agent from
time to time such information with respect to the Receivables as the
Administrative Agent may reasonably request, including, without limitation,
listings identifying the Obligor and the Outstanding Balance for each
Receivable, together with an aging of Receivables. The Transferor will, and will
cause each Seller to, at any time and from time to time during regular business
hours and upon reasonable notice and permit the Administrative Agent or any
Purchaser, or their agents or representatives, (i) to examine and make copies of
and abstracts from all Records and (ii) to visit the offices and properties of
the Transferor and the Sellers for the purpose of examining such Records, and to
discuss matters relating to Receivables or the Transferor's and the Sellers'
performance hereunder and under the other Transaction Documents to which such
Person is a party with any of the officers or employees of the Transferor and
the Sellers having knowledge of such matters.

     (e) Keeping of Records and Books of Account. The Transferor will, and will
cause each Seller to, maintain and implement administrative and operating
procedures (including, without limitation, an ability to recreate records
evidencing Receivables in the event of the destruction of the originals
thereof), and keep and maintain, all documents, books, records and other
information reasonably necessary or advisable for the collection of all
Receivables (including, without limitation, records adequate to permit the daily
identification of each new Receivable and all Collections of and adjustments to
each existing Receivable). The Transferor will, and will cause each Seller to,
give the Administrative Agent and each Purchaser prompt notice of any change in
the administrative and operating procedures of the Transferor or such Seller, as
applicable, referred to in the previous sentence to the extent such change may
have a Material Adverse Effect.

     (f) Performance and Compliance with Contracts. The Transferor, at its
expense, will instruct the Collection Agent to, and to the extent applicable,
timely and fully perform and comply with all material provisions, covenants and
other promises required to be observed by the Transferor under the Contracts
related to the Receivables.



                                      -28-


     (g) Credit and Collection Policies. The Transferor will instruct the
Collection Agent and the Sellers to comply in all material respects with the
Credit and Collection Policy in regard to each Receivable and the related
Contract.

     (h) Collections. The Transferor shall instruct the Collection Agent and the
Sellers to instruct all Obligors to cause all Collections (other than
Collections remitted directly) to be deposited directly to a Lockbox Account.

     (i) Collections Received. The Transferor shall, and shall instruct the
Collection Agent and the Sellers to, hold in trust, and deposit immediately (but
in any event no later than one (1) Business Day following receipt thereof) to a
Lockbox Account all Collections received from time to time by the Transferor,
the Collection Agent and the Sellers.

     (j) Sale Treatment. The Transferor will not (i) account for (including for
accounting purposes), or otherwise treat, the transactions contemplated by the
Receivables Purchase Agreement in any manner other than as a sale of Receivables
by the Sellers to the Transferor, or (ii) account for (other than for tax
purposes) or otherwise treat the transactions contemplated hereby in any manner
other than as a sale of Receivables by the Transferor to the Purchasers. In
addition, the Transferor shall disclose (in a footnote or otherwise) in all of
its financial statements (including any such financial statements consolidated
with any other Persons' financial statements) the existence and nature of the
transaction contemplated hereby and by the Receivables Purchase Agreement and
the interest of the Transferor and the Purchasers in the Receivables and Related
Security, Collections and Proceeds with respect thereto.

     (k) Separate Business. The Transferor shall not engage in any business not
permitted by its Certificate of Incorporation as in effect on the Closing Date.

     (l) Corporate Documents. The Transferor shall only amend, alter, change or
repeal its Certificate of Incorporation or the By-laws or change its
jurisdiction of incorporation or organization with the prior written consent of
the Administrative Agent which shall not be unreasonably withheld.

     (m) Net Worth. The Transferor on the Closing Date has a net worth, and
thereafter maintain at all times a net worth (as defined in accordance with
GAAP), of at least $25,000,000.

     (n) Separate Corporate Existence. The Transferor shall:

          (i) Maintain its own deposit account or accounts, separate from those
     of any Affiliate, with commercial banking institutions and use its
     commercially reasonable efforts to ensure that the funds of the Transferor
     will not be diverted to any other Person or for other than corporate uses
     of the Transferor and that, except as contemplated by Section 6.02(b) such
     funds will not be commingled with the funds of any Seller or any Subsidiary
     or Affiliate of the Sellers;

          (ii) To the extent that it shares the same officers or other employees
     as any of its stockholders or Affiliates, fairly allocate among such
     entities the salaries of and the expenses related to providing benefits to
     such officers and other employees, and each



                                      -29-


     such entity shall bear its fair share of the salary and benefit costs
     associated with all such common officers and employees;

          (iii) To the extent that it jointly contracts with any of its
     stockholders or Affiliates to do business with vendors or service providers
     or to share overhead expenses, fairly allocate among such entities the
     costs incurred in so doing, and each such entity shall bear its fair share
     of such costs. To the extent that the Transferor contracts or does business
     with vendors or service providers where the goods and services provided are
     partially for the benefit of any other Person, the costs incurred in so
     doing shall be fairly allocated to or among such entities for whose benefit
     the goods or services are provided, and each such entity shall bear its
     fair share of such costs;

          (iv) Enter into all material transactions between the Transferor and
     any of its Affiliates, whether currently existing or hereafter entered
     into, only on an arm's length basis, it being understood and agreed that
     the transactions contemplated in the Transaction Documents meet the
     requirements of this clause (iv);

          (v) Maintain office space separate from the office space of the
     Sellers and any Affiliates of the Sellers. To the extent that the
     Transferor and any of its stockholders or Affiliates have offices in the
     same location, there shall be a fair and appropriate allocation of overhead
     costs among them, and each such entity shall bear its fair share of such
     expenses;

          (vi) Issue separate financial statements prepared not less frequently
     than quarterly and prepared in accordance with GAAP;

          (vii) Conduct its affairs strictly in accordance with its certificate
     of incorporation and observe all necessary, appropriate and customary
     corporate formalities, including, but not limited to, holding all regular
     and special stockholders' and directors' meetings appropriate to authorize
     all corporate action, keeping separate and accurate minutes of its
     meetings, passing all resolutions or consents necessary to authorize
     actions taken or to be taken, and maintaining accurate and separate books,
     records and accounts, including, but not limited to, payroll and
     intercompany transaction accounts;

          (viii) Not assume or guarantee any of the liabilities of the Sellers
     or any Affiliate thereof;

          (ix) Take, or refrain from taking, as the case may be, all other
     actions that are necessary to be taken or not to be taken in order to (x)
     ensure that the assumptions and factual recitations set forth in the
     Specified Bankruptcy Opinion Provisions remain true and correct with
     respect to the Transferor and (y) comply with those procedures described in
     such provisions which are applicable to the Transferor;

          (x) Take such actions as are necessary to ensure that not less than
     one member of Transferor's Board of Directors shall be an individual who is
     not, and never has been, a direct, indirect or beneficial stockholder,
     officer, director, employee, affiliate, associate, material supplier or
     material customer of the Collection Agent or any of its Affiliates (other
     than an Independent Director of MTSPC, Inc.) (the "Independent Direc-



                                      -30-


     tors"). The certificate of incorporation of the Transferor shall provide
     that (i) at least one member of the Transferor's Board of Directors shall
     be an Independent Director, (ii) the Transferor's Board of Directors shall
     not approve, or take any other action to cause the filing of, a voluntary
     bankruptcy petition with respect to the Transferor unless a unanimous vote
     of the Transferor's Board of Directors (which vote shall include the
     affirmative vote of each Independent Director) shall approve the taking of
     such action in writing prior to the taking of such action and (iii) the
     provisions requiring an independent director and the provision described in
     clauses (i) and (ii) of this paragraph (b) cannot be amended without the
     prior written consent of each Independent Director;

          (xi) Take such actions as are necessary to ensure that no Independent
     Director shall at any time serve as a trustee in bankruptcy for the
     Transferor or any Affiliate thereof;

          (xii) Take such actions as are necessary to ensure that the books of
     account, financial reports and corporate records of the Transferor will be
     maintained separately from those of the Parent and each other Affiliate of
     the Transferor;

          (xiii) Take such actions as are necessary to ensure that any financial
     statements of Parent or Affiliate thereof which are consolidated to include
     the Transferor will contain detailed notes clearly stating that (A) all of
     the Transferor's assets are owned by the Transferor, and (B) the Transferor
     is a separate corporate entity with its own separate creditors that will be
     entitled to be satisfied out of the Transferor's assets prior to any value
     in the Transferor becoming available to the Transferor's equity holders;
     and the accounting records and the published financial statements of the
     Sellers will clearly show that, for accounting purposes, the Receivables
     and Related Security have been sold to the Transferor;

          (xiv) Take such actions as are necessary to ensure that the
     Transferor's assets will be maintained in a manner that facilitates their
     identification and segregation from those of the Parent, the Sellers and
     other Affiliates of the Parent;

          (xv) Take such actions as are necessary to ensure that no Affiliates
     of the Transferor shall, directly or indirectly, name the Transferor or
     enter into any agreement to name the Transferor a direct or contingent
     beneficiary or loss payee or any insurance policy covering the property of
     any such Affiliate; and

          (xvi) Take such actions as are necessary to ensure that no Affiliate
     of the Transferor will be, nor will hold itself out to be, responsible for
     the debts of the Transferor or the decisions or actions in respect of the
     daily business and affairs of the Transferor. The Transferor will
     immediately correct any known misrepresentation with respect to the
     foregoing, and the Transferor and its Affiliates will not operate or
     purport to operate as an integrated single economic unit with respect to
     each other or in their dealing with any other entity.

     (o) Enforcement of Receivables Purchase Agreement. The Transferor shall use
its best efforts to enforce all rights held by it under the Receivables Purchase
Agreement and



                                      -31-


shall not waive any breach of any covenant contained in Section 5.01 thereunder
without the written consent of the Administrative Agent.

     (p) Credit Default Swaps. The Transferor agrees that at any time that it
enters into any Credit Default Swap (or such Credit Default Swap is contributed
to the Transferor as an equity contribution), it shall execute and deliver to
the Administrative Agent, for the benefit of the Purchasers, an assignment of
all amounts payable to the Transferor under such Credit Default Swap,
substantially in the form of Exhibit L attached hereto. Any counterparty that
enters into a Credit Default Swap with the Transferor shall expressly
acknowledge that the amounts payable to the Transferor under such Credit Default
Swap will be assigned to the Administrative Agent, for the benefit of the
Purchasers.

     SECTION 5.02. Negative Covenants of the Transferor. During the term of this
Agreement, unless the Administrative Agent shall otherwise consent in writing:

     (a) No Sales, Liens, etc. Except as otherwise provided herein and in the
Receivables Purchase Agreement, the Transferor will not sell, assign (by
operation of law or otherwise) or otherwise dispose of, or create or suffer to
exist any Adverse Claim upon (or the filing of any financing statement) or with
respect to (x) any of the Receivables or Related Security, or (y) any Lockbox
Account.

     (b) No Extension or Amendment of Receivables. Except as otherwise permitted
in Section 6.02 hereof, the Transferor will not, and will not permit any Seller
to, extend, amend or otherwise modify the terms of any Receivable, or amend,
modify or waive any term or condition of any Contract related thereto.

     (c) No Change in Business or Credit and Collection Policy. The Transferor
will not, and will not permit any Seller to, make any change in the character of
its business or in the Credit and Collection Policy, which change would have a
Material Adverse Effect.

     (d) No Mergers, etc. The Transferor will not without the prior written
consent of the Administrative Agent, and except as otherwise permitted pursuant
to the Receivables Purchase Agreement, will not permit any Seller to, (i)
consolidate or merge with or into any other Person, or (ii) sell, lease or
transfer all or substantially all of its assets to any other Person, provided,
that any Seller may merge with or into another Seller or with another Person if
(A)(1) such Seller is the corporation surviving such consolidation or merger or
(2) the Person into or with whom the Seller is merged or consolidated is an
Affiliate and the surviving corporation assumes in writing all duties and
liabilities of the Seller under the Transaction Documents, and (B) immediately
after and giving effect to such consolidation or merger, no Termination Event or
Potential Termination Event shall have occurred and be continuing.

     (e) Change in Payment Instructions to Obligors; Deposits to Lockbox
Accounts. The Transferor will not, and will not permit any Seller to, add or
terminate any bank as a Lockbox Bank or any account as a Lockbox Account to or
from those listed in Exhibit B hereto or make any change in its instructions to
Obligors regarding payments to be made to any Lockbox Account, unless (i) such
instructions are to deposit such payments to another existing Lockbox Account or
(ii) the Administrative Agent shall have received written notice of such
addition,



                                      -32-


termination or change at least thirty (30) days prior thereto and the
Administrative Agent shall have received a Lockbox Agreement executed by each
new Lockbox Bank or an existing Lockbox Bank with respect to each new Lockbox
Account, as applicable. The Transferor will not deposit or otherwise credit, or
cause or permit to be so deposited or credited, to any Lockbox Account cash or
cash proceeds other than Collections of Receivables. However, in the event any
Seller deposits or otherwise credits, or cause or permits to be so deposited or
credited, to any Lockbox Account, cash or cash proceeds other than Collections
of Receivables, the Transferor shall, or shall cause such Seller to, segregate
or cause to be segregated any such cash or cash proceeds from Collections within
one (1) Business Day following the deposit or credit to any Lockbox Account.

     (f) Change of Name, etc. The Transferor will not, and will not permit any
Seller to, change its name or its jurisdiction of incorporation, unless at least
ten (10) days prior to the effective date of any such change the Transferor
delivers to the Administrative Agent (i) such documents, instruments or
agreements, executed by the Transferor as are necessary to reflect such change
and to continue the perfection of the Administrative Agent's and the Purchasers'
ownership interests or security interests in the Receivables and Related
Security, Collections and Proceeds with respect thereto and (ii) new or revised
Lockbox Agreements executed by the Lockbox Banks which reflect such change and
enable the Administrative Agent to continue to exercise its rights contained in
Section 2.08 hereof.

     (g) Amendment to Receivables Purchase Agreement. The Transferor will not,
and will not permit any of the Sellers to, amend, modify, or supplement the
Receivables Purchase Agreement, except with the prior written consent of the
Administrative Agent; nor shall the Transferor take, or permit any of the
Sellers to take, any other action under the Receivables Purchase Agreement that
shall have a material adverse affect on the Administrative Agent or any
Purchaser or which is inconsistent with the terms of this Agreement.

     (h) Other Debt. Except as provided for herein or in the Receivables
Purchase Agreement, the Transferor will not create, incur, assume or suffer to
exist any indebtedness whether current or funded, or any other liability other
than (i) indebtedness of the Transferor representing fees, expenses and
indemnities arising hereunder or under the Receivables Purchase Agreement
(including the Subordinated Note) for the purchase price of the Receivables
under the Receivables Purchase Agreement; (ii) other indebtedness incurred in
the ordinary course of its business to the extent permitted by or required under
any other Transaction Document and (iii) additional indebtedness in an amount
not to exceed $9,850 at any time outstanding.

     (i) ERISA Matters. The Transferor will not, and will not permit any Seller
to, (i) engage or permit any of its ERISA Affiliates to engage in any prohibited
transaction (as defined in Section 4975 of the Code and Section 406 of ERISA)
for which an exemption is not available or has not previously been obtained from
the U.S. Department of Labor; (ii) permit to exist any accumulated funding
deficiency (as defined in Section 302(a) of ERISA and Section 412(a) of the
Code) or funding deficiency with respect to any Benefit Plan other than a
Multiemployer Plan; (iii) fail to make any payments to any Multiemployer Plan
that the Transferor or any ERISA Affiliate of the Transferor is required to make
under the agreement relating to such Multiemployer Plan or any law pertaining
thereto; (iv) terminate any Benefit Plan so as to result in any liability; or
(v) permit to exist any occurrence of any reportable event described in Title



                                      -33-


IV of ERISA which represents a material risk of a liability to the Transferor or
any ERISA Affiliate of the Transferor under ERISA or the Code, if such
prohibited transactions, accumulated funding deficiencies, failure to make
payments, terminations and reportable events occurring within any fiscal year of
the Transferor in the aggregate, involve a payment of money or an incurrence of
liability by the Transferor or any ERISA Affiliate of the Transferor in an
amount which would be expected to have a Material Adverse Effect.

     (j) Payment to the Sellers. With respect to any Receivable sold by the
Sellers to the Transferor, the Transferor shall, and shall cause the Sellers to,
effect such sale under, and pursuant to the terms of, the Receivables Purchase
Agreement, including, without limitation, the payment by the Transferor either
in cash or by increase in the amount of the Subordinated Note of an amount equal
to the purchase price for such Receivable as required by the terms of the
Receivables Purchase Agreement.

                                   ARTICLE VI

                         Administration and Collections

     SECTION 6.01. Appointment of Collection Agent. The servicing, administering
and collection of the Receivables shall be conducted by such Person (the
"Collection Agent") so designated from time to time in accordance with this
Section 6.01. Until the Administrative Agent gives notice to the Parent of the
designation of a new Collection Agent pursuant to this Section 6.01, the Parent
is hereby designated as, and hereby agrees to perform the duties and obligations
of, the Collection Agent pursuant to the terms hereof. The Collection Agent may
not delegate any of its rights, duties or obligations hereunder, or designate a
substitute Collection Agent, without the prior written consent of the
Administrative Agent; provided that the Parent shall be permitted to delegate
its duties and obligations as Collection Agent hereunder to the Sellers or any
of the Parent's Affiliates, but such delegation shall not relieve the Parent of
its duties and obligations as Collection Agent hereunder. The Administrative
Agent may, and upon the direction of the Required Purchasers the Administrative
Agent shall, but only after the occurrence of a Collection Agent Default or any
other Termination Event, designate as Collection Agent any Person (including
itself) to succeed the Parent or any successor Collection Agent, on the
condition in each case that any such Person so designated shall agree to perform
the duties and obligations of the Collection Agent pursuant to the terms hereof.
Following a Collection Agent Default or a Termination Event, the Administrative
Agent may notify any Obligor of the designation of a successor Collection Agent.

     SECTION 6.02. Duties of Collection Agent.

     (a) The Collection Agent shall take or cause to be taken all such action as
may be necessary or advisable to collect each Receivable from time to time, all
in accordance with applicable laws, rules and regulations, with reasonable care
and diligence, and in accordance with the Credit and Collection Policy. Each of
the Transferor, the Purchasers and the Administrative Agent hereby appoints as
its agent the Collection Agent, from time to time designated pursuant to Section
6.01 hereof, to enforce its respective rights and interests in and under the
Receivables and Related Security, Collections and Proceeds with respect thereto.
To the extent permitted by applicable law, the Transferor hereby grants to any
Collection Agent appointed



                                      -34-


hereunder an irrevocable power of attorney to take in the Transferor's name and
on behalf of the Transferor any and all steps necessary or desirable, in the
reasonable determination of the Collection Agent, to collect all amounts due
under any and all Receivables, including, without limitation, endorsing the
Transferor's name on checks and other instruments representing Collections and
enforcing such Receivables and the related Contracts. The Collection Agent shall
set aside for the account of the Transferor and the Purchasers their respective
allocable shares of the Collections of Receivables in accordance with Sections
2.05 and 2.06 hereof. The Collection Agent shall segregate and deposit to the
Collection Account each Purchaser's allocable share of Collections of
Receivables when required pursuant to Article II hereof. The Transferor shall
deliver to the Collection Agent and the Collection Agent shall hold in trust for
the Transferor, the Purchasers and the Administrative Agent, in accordance with
their respective interests, all Records which evidence or relate to Receivables,
Related Security or Collections. Notwithstanding anything to the contrary
contained herein, the Administrative Agent shall have the absolute and unlimited
right to direct the Collection Agent (whether the Collection Agent is the Parent
or any other Person) to commence or settle any legal action to enforce
collection of any Receivable or to foreclose upon or repossess any Related
Security. The Collection Agent shall not make the Administrative Agent or any of
the Purchasers a party to any litigation without the prior written consent of
such Person.

     (b) The Collection Agent shall, as soon as practicable following receipt
thereof, segregate any funds deposited in a Lockbox Account or otherwise
commingled and not attributable to a Receivable within one (1) Business Day of
receipt thereof and remit such funds to the appropriate Person. If the
Collection Agent is not the Transferor, the Parent, any Seller or an Affiliate
of the Transferor or the Sellers, the Collection Agent, by giving three (3)
Business Days' prior written notice to the Administrative Agent, may revise the
Servicing Fee; provided that such revised Servicing Fee shall be a reasonable
fee agreed upon by the Collection Agent and the Administrative Agent reflecting
rates and terms prevailing at such time as would be negotiated on an
arm's-length basis. The Collection Agent, if other than the Transferor, the
Parent, any Seller or an Affiliate of the Transferor or the Sellers, shall as
soon as practicable upon demand, deliver to the applicable Seller all Records in
its possession which evidence or relate to indebtedness of an Obligor which is
not a Receivable.

     (c) On or before ninety-five (95) days after the end of each fiscal year of
the Collection Agent, beginning with the fiscal year ending December 31, 2005,
the Collection Agent shall cause a firm of nationally recognized independent
public accountants reasonably acceptable to the Administrative Agent (who may
also render other services to the Collection Agent, the Transferor, the Sellers
or any Affiliates of any of the foregoing), at the expense of the Transferor, to
furnish a report to the Administrative Agent and the Transferor to the effect
that they have:

          (i) selected at least one Settlement Statement for each fiscal quarter
     delivered during the fiscal year then ended and verified that the amounts
     presented on such Settlement Statement relating to sales, total dilution,
     net sales, collections, write-offs, concentrations and aging of Receivables
     agreed with the information provided to the Collection Agent by each
     Seller;



                                      -35-


          (ii) for six (6) Sellers selected by the Administrative Agent,
     verified that the amounts presented on each of such Sellers' reports to the
     Collection Agent for the periods selected in (i) above relating to sales,
     total dilution, net sales, collections, write-offs, concentrations and
     aging of Receivables agreed with the information contained within such
     Sellers' underlying accounting records for such Settlement Period;

          (iii) selected at least one Deposit Report for each fiscal quarter
     delivered during the fiscal year then ended and verified that the amounts
     presented on such Deposit Report relating to sales, collections,
     concentrations and aging of Receivables agreed with the information
     provided to the Collection Agent by each Seller;

          (iv) for six (6) Sellers selected by the Administrative Agent (which
     may be the same Sellers selected in (ii) above), verified that the amounts
     presented on each of such Sellers' reports to the Collection Agent for the
     periods selected in (iii) above relating to sales, collections,
     concentrations and aging of Receivables agreed with the information
     contained within such Sellers' underlying accounting records for such
     period;

          (v) recalculated the Net Receivables Balance as of the end of at least
     one Settlement Period and one Deposit Report for each fiscal quarter;

          (vi) selected a sample of fifteen (15) Receivables for each of the six
     (6) Sellers selected in (ii) above and verified that the Receivables
     treated by the Collection Agent as Eligible Receivables in fact satisfied
     the requirements of clauses (iii), (iv) and (viii) of the definition of
     such term;

          (vii) selected at least one Settlement Statement for each fiscal
     quarter and conducted a "negative confirmation" or other alternative
     procedures of a sample of fifteen (15) Receivables for each of the six (6)
     Sellers selected in (ii) above (which can be the same Receivables selected
     in clause (vi) above) and verified that each Seller's records and computer
     system used in servicing the Receivables contained correct information with
     regard to outstanding balances; and

          (viii) selected at least one Settlement Statement for each fiscal
     quarter and selected a sample of fifteen (15) Receivables for each of the
     six (6) Sellers selected in (ii) above (which can be the same Receivables
     selected in clause (vi) above) and verified that such Receivables were
     included in the proper aging category on such Settlement Statement based on
     the dates listed on the original invoices for such Receivables;

except, in each case for (a) such exceptions as such firm shall believe to be
immaterial (which exceptions need not be enumerated) and (b) such other
exceptions as shall be set forth in such statement.

     (d) Notwithstanding anything to the contrary contained in this Article VI,
the Collection Agent, if not the Transferor, the Parent, any Seller or any
Affiliate of the Transferor or the Sellers, shall have no obligation to collect,
enforce or take any other action described in this Article VI with respect to
any indebtedness that is not included in the Transferred Interest other than to
deliver to the Transferor the collections and documents with respect to any such
indebtedness as described in Section 6.02(b) hereof.



                                      -36-


     SECTION 6.03. Rights After Designation of New Collection Agent. At any time
following the designation of a Collection Agent other than the Parent, any
Seller or the Transferor pursuant to the penultimate sentence of Section 6.01
hereof:

          (i) The Administrative Agent may, at its option, or shall, at the
     direction of the Required Purchasers, direct that payment of all amounts
     payable under any Receivable be made directly to the Administrative Agent
     or its designee for the benefit of the Purchasers.

          (ii) The Transferor shall, at the Administrative Agent's request and
     at the Transferor's expense, give notice of the Transferor's and/or the
     Purchasers' ownership of Receivables to each Obligor and direct that
     payments be made directly to the Administrative Agent or its designee.

          (iii) The Transferor shall, at the Administrative Agent's request, (A)
     assemble all of the Records, and shall make the same available to the
     Administrative Agent or its designee at a place selected by the
     Administrative Agent or its designee, and (B) segregate all cash, checks
     and other instruments received by it from time to time constituting
     Collections of Receivables in a manner acceptable to the Administrative
     Agent and shall, promptly upon receipt, remit all such cash, checks and
     instruments, duly endorsed or with duly executed instruments of transfer,
     to the Administrative Agent or its designee.

          (iv) The Transferor hereby authorizes the Administrative Agent to take
     any and all steps in the Transferor's name and on behalf of the Transferor
     necessary or desirable, in the determination of the Administrative Agent,
     to collect all amounts due under any and all Receivables, including,
     without limitation, endorsing the Transferor's name on checks and other
     instruments representing Collections and enforcing such Receivables and the
     related Contracts.

     SECTION 6.04. Representations and Warranties of the Collection Agent. The
Collection Agent represents and warrants (solely as to itself) to the
Administrative Agent and each Purchaser as of the date it becomes a Collection
Agent hereunder that:

     (a) Corporate Existence and Power. The Collection Agent is a corporation
duly organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation and has all corporate power and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business in each jurisdiction in which its business is now
conducted, except where the failure to obtain such licenses, authorizations,
consents and approvals would not have a Material Adverse Effect. The Collection
Agent is duly qualified to do business in, and is in good standing in, every
other jurisdiction in which the nature of its business requires it to be so
qualified, except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect.

     (b) Corporate and Governmental Authorization, Contravention. The execution,
delivery and performance by the Collection Agent of this Agreement (i) are
within the Collection Agent's corporate powers, (ii) have been duly authorized
by all necessary corporate ac-



                                      -37-


tion on the Collection Agent's part, (iii) require no action by or in respect
of, or filing with, any Official Body or official thereof (except for the filing
of UCC financing statements as required by this Agreement or as have been taken
or filed and, with respect to filings other than UCC financing statements,
filings where the failure to file will not have a Material Adverse Effect), (iv)
do not contravene, or constitute a default under, any provision of applicable
Law or of the organizational documents of the Collection Agent or of any
agreement or other material instrument binding upon the Collection Agent, except
where such contravention or default would not have a Material Adverse Effect, or
(v) result in the creation or imposition of any Adverse Claim on the assets of
the Collection Agent or any of its Affiliates (except those created by the
Transaction Documents).

     (c) Binding Effect. This Agreement constitutes the legal, valid and binding
obligations of the Collection Agent, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium or other similar laws
affecting the rights of creditors generally and general equitable principles
(whether considered in a proceeding at law or in equity).

     (d) Action, Suits. Except as set forth in Exhibit F hereto, there are no
actions, suits or proceedings pending, or to the knowledge of the Collection
Agent, threatened, against the Collection Agent, or any Affiliate of the
Collection Agent, or its respective properties, in or before any court,
arbitrator or other body, which may, individually or in the aggregate, have a
Material Adverse Effect.

     SECTION 6.05. Covenants of the Collection Agent. At all times from the date
hereof to the date on which the Aggregate Unpaids shall be equal to zero, unless
the Administrative Agent shall otherwise consent in writing:

     (a) Credit and Collection Policy. The Collection Agent will comply in all
material respects with the Credit and Collection Policy in regard to each
Receivable and the related Contract.

     (b) Collections Received. The Collection Agent shall hold in trust, and
deposit as soon as reasonably practicable (but in any event no later than one
Business Day following its receipt thereof) to a Lockbox Account all Collections
received from time to time by the Collection Agent.

     (c) Notice of Termination Events, Potential Termination Events or
Collection Agent Defaults. Immediately, and in any event within one (1) Business
Day after the Collection Agent obtains knowledge of the occurrence of each
Termination Event, Potential Termination Event or Collection Agent Default, the
Collection Agent will furnish to the Administrative Agent and each Purchaser a
statement of a Responsible Officer of the Collection Agent setting forth details
of such Termination Event, Potential Termination Event or Collection Agent
Default, and the action which the Collection Agent, the Transferor or any Seller
proposes to take with respect thereto.

     (d) Conduct of Business. The Collection Agent will do all things necessary
to remain duly incorporated, validly existing and in good standing as a domestic
corporation in its



                                      -38-


jurisdiction of incorporation and maintain all requisite authority to conduct
its business in each jurisdiction in which its business is conducted to the
extent that the failure to maintain such would have a Material Adverse Effect.

     (e) Compliance with Laws. The Collection Agent will comply in all respects
with all Laws with respect to the Receivables to the extent that any
non-compliance would have a Material Adverse Effect.

     (f) Further Information. The Collection Agent shall furnish or cause to be
furnished to the Administrative Agent and, after a Termination Event or a
Potential Termination Event, each Purchaser such other information relating to
the Receivables and readily available public information regarding the financial
condition of the Collection Agent, as soon as reasonably practicable, and in
such form and detail, as the Administrative Agent may reasonably request and,
after a Termination Event or a Potential Termination Event, as any Purchaser may
reasonably request.

     SECTION 6.06. Negative Covenants of the Collection Agent. At all times from
the date hereof to the date on which the Aggregate Unpaids shall be equal to
zero, unless the Administrative Agent shall otherwise consent in writing:

     (a) No Sales, Liens, Etc. Except as otherwise provided herein, in the
Receivables Purchase Agreement and in the Credit Agreement, the Collection Agent
will not sell, assign (by operation of law or otherwise) or otherwise dispose
of, or create any Adverse Claim upon (or file any financing statement) or with
respect to (x) any of the Receivables, Related Security, Collections or Proceeds
with respect thereto, (y) any inventory or goods, the sale of which may give
rise to a Collection, or (z) any Lockbox Account to which any Collections of any
Receivable are sent, or assign any right to receive income in respect thereof.

     (b) Consolidations, Mergers and Sales of Assets. The Collection Agent shall
not without the prior written consent of the Administrative Agent, (i)
consolidate or merge with or into any other Person or (ii) sell, lease or
otherwise transfer all or substantially all of its assets to any other Person;
provided that the Collection Agent may consolidate or merge with another Person
if (A)(1) the Collection Agent is the corporation surviving such consolidation
or merger or (2) the Person into or with whom the Collection Agent is merged or
consolidated is an Affiliate and the surviving corporation assumes in writing
all duties and liabilities of the Collection Agent hereunder and (B) immediately
after and giving effect to such consolidation or merger, no Termination Event or
Potential Termination Event shall have occurred and be continuing.

     (c) Lockbox Accounts. Except as permitted pursuant to Section 2.09(b) of
this Agreement or as otherwise permitted under or required by the Transaction
Documents, the Collection Agent shall not make, or cause or permit any other
Person to make any transfer of funds on deposit in a Lockbox Account.

     (d) Modifications of Receivables or Contracts. The Collection Agent shall
not extend, amend, forgive, discharge, compromise, waive, cancel or otherwise
modify the terms of any Receivable or amend, modify or waive any term or
condition of any Contract related



                                      -39-


thereto; provided, that the Collection Agent may take such actions as are
expressly permitted by the terms of any Transaction Document.

     SECTION 6.07. Collection Agent Default. The occurrence of any one or more
of the following events shall constitute a Collection Agent default (each, a
"Collection Agent Default"):

     (a) (i) the Collection Agent or, to the extent that the Transferor, the
Parent, any Seller or any Affiliate of the Transferor or the Sellers is then
acting as Collection Agent, the Transferor, the Parent, such Seller or such
Affiliate, as applicable, shall fail to observe or perform any material term,
covenant or agreement hereunder (other than as referred to in clauses (ii) and
(iii) of this Section 6.07(a)), and such failure shall remain unremedied for ten
(10) days, after a Responsible Officer of the Collection Agent has knowledge
thereof or (ii) the Collection Agent or, to the extent that the Transferor, the
Parent, any Seller or any Affiliate of the Transferor or the Sellers is then
acting as Collection Agent, the Transferor, the Parent, such Seller or such
Affiliate, as applicable, shall fail to make any payment or deposit required to
be made by it hereunder when due and such failure remains uncured for one (1)
Business Day or the Collection Agent shall fail to observe or perform in any
material respect any term, covenant or agreement on the Collection Agent's part
to be performed under Section 2.09(b) hereof, or (iii) the Collection Agent
fails to deliver any Deposit Report within two (2) Business Days of the date
when due or Settlement Statement within one (1) Business Day of the date when
due; or

     (b) any representation, warranty, certification or statement made by the
Collection Agent in this Agreement, any other Transaction Document or in any
other document delivered pursuant hereto or thereto shall prove to have been
incorrect in any material respect when made or deemed made; provided that no
such event shall constitute a Collection Agent Default unless such event shall
continue unremedied for a period of ten (10) days from the date a Responsible
Officer of the Collection Agent obtains knowledge thereof; or

     (c) the Collection Agent or any of its Subsidiaries shall fail to make any
payment of principal or interest in respect of any Indebtedness evidencing an
aggregate outstanding principal amount exceeding $15,000,000, when and as the
same shall become due and payable after giving effect to any applicable grace
period with respect thereto; or any event or condition occurs that results in
any such Indebtedness becoming due prior to its scheduled maturity or that
enables or permits the holder or holders of any such Indebtedness or any trustee
or agent on its or their behalf to cause any such Indebtedness to become due, or
to require the prepayment, repurchase, redemption or defeasance thereof, prior
to its scheduled maturity; provided that this clause (c) 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; or

     (d) any Event of Bankruptcy shall occur and be continuing for sixty (60)
days with respect to the Collection Agent or any of its Subsidiaries; or

     (e) there shall have occurred any event which, in the commercially
reasonable judgment of the Administrative Agent, materially and adversely
affects the Collection Agent's ability to collect the Receivables under this
Agreement.



                                      -40-


     SECTION 6.08. Responsibilities of the Transferor and the Sellers. Anything
herein to the contrary notwithstanding, the Transferor shall, and/or shall cause
each Seller to, (i) perform all of such Seller's obligations under the Contracts
related to the Receivables to the same extent as if interests in such
Receivables had not been sold hereunder and under the Receivables Purchase
Agreement and the exercise by the Administrative Agent, the Purchasers of their
rights hereunder and under the Receivables Purchase Agreement shall not relieve
the Transferor or any Seller from such obligations and (ii) pay when due any
taxes, including without limitation, any sales taxes payable in connection with
the Receivables and their creation and satisfaction. Neither the Administrative
Agent nor any of the Purchasers shall have any obligation or liability with
respect to any Receivable or related Contracts, nor shall it be obligated to
perform any of the obligations of any Seller thereunder.

                                  ARTICLE VII

     Termination Events

     SECTION 7.01. Termination Events. The occurrence of any one or more of the
following events shall constitute a Termination Event:

     (a) the Transferor, any Seller or the Collection Agent shall fail to make
any payment or deposit to be made by it hereunder or under any of the
Transaction Documents when due hereunder or thereunder and such failure
continues for one (1) Business Day; or

     (b) any representation, warranty, certification or statement made by the
Transferor, the Collection Agent or any Seller in this Agreement, any other
Transaction Document to which it is a party or in any other document delivered
pursuant hereto or thereto shall prove to have been incorrect in any material
respect when made or deemed made; provided that no such event shall constitute a
Termination Event unless such event shall continue unremedied for a period of
ten (10) days from the date a Responsible Officer of the Transferor obtains
knowledge thereof; provided further that no grace period shall apply to Sections
3.01(c), 3.01(d), 3.01(j), 3.01(q) and 3.01(r) of this Agreement (and, for the
avoidance of doubt, the cure period described in the first proviso of this
Section 7.01(b) shall not apply to payments required to be made pursuant to
Section 2.10(b)); and provided further that no such event shall constitute a
Termination Event if the Transferor shall have timely paid to the Collection
Agent the Deemed Collection required to be paid as a result of such event in
accordance with Section 2.10(b); or

     (c) the Transferor, any Seller or the Collection Agent shall default in the
performance of any undertaking (other than those covered by clause (a) above)
under any Transaction Document and such default shall continue for ten (10) days
after a Responsible Officer of such party has knowledge thereof; or

     (d) the Transferor shall fail to make any payment of principal or interest
in respect of any Indebtedness when and as the same shall become due and payable
after giving effect to any applicable grace period with respect thereto; or any
event or condition occurs that results in any such Indebtedness becoming due
prior to its scheduled maturity or that enables or permits the holder or holders
of any such Indebtedness or any trustee or agent on its or their behalf to



                                      -41-


cause any such Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
or

     (e) any Event of Bankruptcy shall occur with respect to the Transferor, the
Collection Agent, any Seller, the Parent or any of its Subsidiaries; or

     (f) after the filing in the appropriate offices of the financing statements
described in Sections 4.01(c), 4.01(d), 4.01(e) and 4.01(f), the Administrative
Agent, on behalf of the Purchasers, shall, for any reason, fail or cease to have
a valid and perfected first priority ownership or security interest in the
Receivables and Related Security, Collections and Proceeds with respect thereto,
free and clear of any Adverse Claims; or

     (g) a Collection Agent Default shall have occurred; or

     (h) the Transferor, the Parent or any Seller shall enter into any corporate
transaction or merger whereby it is not the surviving entity (other than, in the
case of any Seller, a merger or consolidation which does not, in the reasonable
opinion of the Administrative Agent, materially adversely affect the
collectibility of the Receivables sold by such Seller or the performance of such
Seller's obligations under the transaction documents); or

     (i) there shall have occurred any event or condition which would have
material adverse effect on either the collectibility of the Receivables or the
ability of the Transferor or any Seller to perform its respective obligations
under the Transaction Documents to which it is a party since the Closing Date;
or

     (j) the Percentage Factor exceeds the Maximum Percentage Factor unless the
Transferor reduces the Net Investment from previously received Collections or
other funds available to the Transferor or increases the balance of the
Receivables on the next Business Day following such breach so as to reduce the
Percentage Factor to less than or equal to 100%; or

     (k) the average Dilution Ratio for the three preceding Settlement Periods
exceeds 3.0%; provided that if the Intercreditor Condition is not satisfied on
or before June 29, 2005, then on and after such date the average Dilution Ratio
for the three preceding Settlement Periods may not exceed 2.5%; or

     (l) the average Default Ratio for the three preceding Settlement Periods
exceeds 3%; or

     (m) the Parent or any of its Subsidiaries default in the observance or
performance of Section 6.13 or 6.14 of the Credit Agreement or an Event of
Default (as such term is defined in the Credit Agreement) described in Section
7.01(r) of the Credit Agreement shall have occurred; or

     (n) a Responsible Officer of the Transferor receives notice or becomes
aware that a notice of Lien has been filed against the Transferor or the
Collection Agent under Section 412(n) of the Code or Section 302(f) of ERISA for
a failure to make a required installment or other payment to a plan to which
Section 412(n) of the Code or Section 302(f) of ERISA applies; or



                                      -42-


     (o) the Receivables Purchase Agreement is terminated; or

     (p) the Parent and the Sellers (in the aggregate) shall fail to maintain
100% ownership of the Transferor.

     SECTION 7.02. Remedies Upon the Occurrence of a Termination Event.

     (a) Upon the occurrence of any Termination Event, the Administrative Agent
may, or at the direction of the Required Purchasers shall, by notice to the
Transferor and the Collection Agent, declare the Termination Date to have
occurred; provided, however, that in the case of any event described in Sections
7.01(e), 7.01(f), 7.01(j)(i), 7.01(j)(ii) and 7.01(n) above, the Termination
Date shall be deemed to have occurred automatically upon the occurrence of such
event. At all times after the declaration or automatic occurrence of the
Termination Date pursuant to this Section 7.02(a), the Base Rate plus 2.00%
shall be the Tranche Rate applicable to the Net Investment for all existing and
future Tranches. If an event or condition shall have occurred which constitutes
a Potential Termination Event, the Administrative Agent may, by notice to the
Transferor, declare such event or condition a Potential Termination Event.

     (b) In addition, if any Termination Event occurs hereunder, (i) the
Administrative Agent shall promptly notify the Transferor in writing whether it
has declared the Termination Date to have occurred and whether it will be
exercising the remedies specified in this Section 7.02, (ii) the Administrative
Agent, on behalf of the Purchasers, shall have all of the rights and remedies
provided to a secured creditor or a purchaser of accounts under the Relevant UCC
by applicable law in respect thereto and (iii) if the Administrative Agent so
elects, the Percentage Factor shall be increased to 100%.

     SECTION 7.03. Reconveyance Under Certain Circumstances. The Transferor
agrees to accept the reconveyance from the Administrative Agent, on behalf of
the Purchasers, of the Transferred Interest if any Termination Event occurs
hereunder and the Administrative Agent notifies the Transferor of a material
breach of any representation or warranty made or deemed made pursuant to
Sections 3.01(a), 3.01(b), 3.01(c), 3.01(d), 3.01(g) and 3.01(j) of this
Agreement. The reconveyance price shall be paid by the Transferor to the
Administrative Agent, for the account of the Purchasers, in immediately
available funds on demand in an amount equal to the Aggregate Unpaids.

                                  ARTICLE VIII

                            The Administrative Agent

     SECTION 8.01. Appointment. Each of the Purchasers hereby irrevocably
designates and appoints the Administrative Agent as the agent of such Person
under this Agreement and irrevocably authorizes the Administrative Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement, together
with such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Agreement, (i) the Administrative
Agent shall not have any duties or responsibilities except those expressly set
forth herein, or any fiduciary relationship



                                      -43-


with any Purchaser, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or
otherwise exist against the Administrative Agent; and (ii) in no event shall the
Administrative Agent be liable under or in connection with this Agreement for
indirect, special, or consequential losses or damages of any kind, including
lost profits, even if advised of the possibility thereof and regardless of the
form of action by which such losses or damages may be claimed. In performing its
functions and duties hereunder, the Administrative Agent shall act solely as the
agent of the Purchasers, and the Administrative Agent does not assume, nor shall
be deemed to have assumed, any obligation or relationship of trust or agency
with or for any such Person.

     SECTION 8.02. Delegation of Duties. The Administrative Agent may execute
any of its duties under this Agreement by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel (who may be counsel for the
Transferor or the Collection Agent), independent public accountants and other
experts selected by it concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys in-fact selected by it with reasonable care.

     SECTION 8.03. Exculpatory Provisions. Neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement (x) with
the consent or at the request of the Required Purchasers or all affected
Purchasers, as applicable, or (y) in the absence of its own gross negligence or
willful misconduct as finally determined pursuant to a nonappealable order or
judgment issued by a court of competent jurisdiction or (ii) responsible in any
manner to any of the Purchasers for any recitals, statements, representations or
warranties made by the Transferor, the Collection Agent, the Sellers or any
officer thereof contained in this Agreement or any other Transaction Document or
in any certificate, report, statement or other document referred to or provided
for in, or received by the Administrative Agent under or in connection with,
this Agreement or any other Transaction Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, any
other Transaction Document, the Receivables (or any Related Security,
Collections and Proceeds with respect thereto) or any Transferred Interest or
for any failure of any of the Transferor, the Collection Agent, the Sellers or
the Obligors to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Purchaser to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other
Transaction Document or to inspect the properties, books or records of the
Transferor, the Collection Agent or any Seller.

     SECTION 8.04. Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, fax,
e-mail, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Transferor or the Collection Agent), independent
accountants and other experts selected by the Administrative Agent and shall not
be liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Transaction Document unless it shall
first receive such advice



                                      -44-


or concurrence of the Required Purchasers or all affected Purchasers as it deems
appropriate or it shall first be indemnified to its satisfaction by the
Purchasers against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Transaction Documents in accordance
with a request of the Required Purchasers (unless, in the case of any action
relating to the giving of consent hereunder, the giving of such consent requires
the consent of all the Purchasers), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all of the Purchasers. The
Administrative Agent shall not be bound to make any investigation into the facts
or matters stated in any notice or other communication hereunder and may rely on
the accuracy of such facts or matters.

     SECTION 8.05. Notice of Collection Agent Default. The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence of any
Collection Agent Default or any Termination Event unless the Administrative
Agent has received notice from a Purchaser, the Transferor or the Collection
Agent referring to this Agreement, describing such Collection Agent Default or
Termination Event and stating that such notice is a "notice of a Collection
Agent Default" or "notice of a Termination Event", as the case may be. In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Purchasers, the Transferor and the
Collection Agent. The Administrative Agent shall take such action with respect
to such event as shall be reasonably directed by the Required Purchasers,
provided that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such event as
it shall deem advisable in the best interests of the Purchasers.

     SECTION 8.06. Non-Reliance on the Administrative Agent and Other
Purchasers. Each of the Purchasers expressly acknowledges that neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to it
and that no act by the Administrative Agent hereinafter taken, including any
review of the affairs of the Transferor, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any such Person. Each
of the Purchasers represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent or any other
Purchaser, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Transferor and the Collection Agent and made its own decision to enter into this
Agreement. Each of the Purchasers also represents that it will, independently
and without reliance upon the Administrative Agent or any other Purchaser, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Transaction
Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
creditworthiness of the Transferor, the Collection Agent and the Sellers. Except
for notices, reports and other documents expressly required to be furnished to
the Purchasers by the Administrative Agent hereunder, the Administrative Agent
shall have no duty or responsibility to provide any Purchaser with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness



                                      -45-


of the Transferor, the Collection Agent or the Sellers which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

     SECTION 8.07. Indemnification. Each of the Purchasers agrees to indemnify
the Administrative Agent in its capacity as such (to the extent not reimbursed
by the Transferor, the Collection Agent and the Sellers and without limiting the
obligation of the Transferor, the Collection Agent and the Sellers to do so),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of this
Agreement, any of the other Transaction Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Purchaser shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Administrative Agent's gross negligence or willful
misconduct as finally determined pursuant to a nonappealable order or judgment
issued by a court of competent jurisdiction. The agreements in this Section
shall survive the payment of all amounts payable hereunder.

     SECTION 8.08. The Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Transferor, the Collection
Agent or any of their Affiliates as though the Administrative Agent were not the
Administrative Agent hereunder. With respect to any Transferred Interest held by
the Administrative Agent, the Administrative Agent shall have the same rights
and powers under this Agreement and the other Transaction Documents as any
Purchaser and may exercise the same as though it were not the Administrative
Agent, and the term "Purchaser" shall include the Administrative Agent in its
individual capacity.

     SECTION 8.09. Resignation of Administrative Agent; Successor Administrative
Agent. The Administrative Agent may resign as Administrative Agent at any time
by giving 30 days' notice to the Purchasers, the Transferor and the Collection
Agent. The Administrative Agent may be removed at any time by a resolution of
the Required Purchasers, removing the Administrative Agent and appointing from
among the Purchasers a successor administrative agent, which successor
administrative agent shall be approved by the Transferor and the Collection
Agent (which approval shall not be unreasonably withheld), delivered to the
Administrative Agent and the Collection Agent. If GE Capital shall resign as
Administrative Agent under this Agreement, then the Required Purchasers, shall
promptly appoint a successor administrative agent from among the Purchasers,
which successor administrative agent shall be approved by the Transferor and the
Collection Agent (which approval shall not be unreasonably withheld). If no
successor administrative agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Purchasers, the Transferor and the Collection Agent, a
successor agent from among the Purchasers. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Collection Agent shall assume and perform all of the duties of the
Administrative Agent hereunder



                                      -46-


until such time, if any, as the Required Purchasers appoint a successor agent as
provided for above. Effective upon the appointment of a successor administrative
agent, such successor administrative agent shall succeed to the rights, powers
and duties of the Administrative Agent, and the term "Administrative Agent"
shall mean such successor administrative agent effective upon such appointment
and approval, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Article VIII, Section 2.20, Section
2.21, Section 2.22 and Section 2.23 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement.

                                   ARTICLE IX

                                Limited Guaranty

     SECTION 9.01. Guaranty of Obligations. The Guarantor unconditionally
guarantees the full and prompt payment when due of all of the payment
obligations and the timely performance of all of the performance obligations of
the Sellers of every kind and nature now or hereafter existing, or due or to
become due, under the Transaction Documents (collectively, the "Obligations");
provided that, such Obligations shall not include amounts not collected in
respect of any Receivable as a result of the creditworthiness of an Obligor,
including, but not limited to, amounts required to be returned to an Obligor as
a voidable preference. The Guarantor shall pay all reasonable costs and expenses
including, without limitation, all court costs and reasonable attorney's fees
and expenses paid or incurred by the Administrative Agent and the other
Beneficiaries in connection with (a) the collection of all or any part of the
Obligations from the Guarantor and (b) the prosecution or defense of any action
by or against the Administrative Agent, the other Beneficiaries or the
Transferor in connection with, or relating to, the Obligations, whether
involving the Sellers, the Collection Agent, the Guarantor, the Transferor or
any other party (including, but not limited to, a trustee in a bankruptcy or a
debtor-in-possession).

     SECTION 9.02. Validity of Obligations; Irrevocability. The Guarantor agrees
that subject to the proviso set forth in Section 9.01 above its obligations
under this Guaranty shall be unconditional, irrespective of (i) the validity,
enforceability, discharge, disaffirmance, settlement or compromise (by any
Person, including a trustee in a bankruptcy or a debtor-in-possession) of the
Obligations or of the Transaction Documents or any Contract, (ii) the absence of
any attempt to collect the Obligations from a Seller or the Collection Agent or
any other party, (iii) the waiver or consent by any Person with respect to any
provision of any instrument evidencing the Obligations, (iv) any change of the
time, manner or place of payment or performance, or any other term of any of the
Obligations, (v) any law, regulation or order of any jurisdiction affecting any
term of any of the Obligations or rights of any Person with respect thereto,
(vi) the failure by any Person to take any steps to perfect and maintain
perfected its interest in the Receivables or any security or collateral related
to the Obligations or (vii) any other circumstances which might otherwise
constitute a legal or equitable discharge or defense of a guarantor or surety.
The Guarantor agrees that the Administrative Agent and the Beneficiaries shall
be under no obligation to marshal any assets in favor of or against or in
payment of any or all of the Obligations. The Guarantor further agrees that, to
the extent a payment is made by a Seller or the Collection Agent under the
Transaction Documents, which payment or payments or any part



                                      -47-


thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to such Seller or the Collection Agent,
its estate, trustee, receiver or any other party, under any bankruptcy,
insolvency or similar state or federal law, common law or equitable cause, then
to the extent of such payment or repayment, the Obligation or part thereof which
has been paid, reduced or satisfied by such amount shall be reinstated and
continued in full force and effect as of the date such initial payment,
reduction or satisfaction occurred. The Guarantor waives all set-offs, defenses
and counterclaims and all presentments, demands for performance, notices of
dishonor and notice of acceptance of this Guaranty. The Guarantor agrees that
its obligations under this Guaranty shall be irrevocable.

     SECTION 9.03. Several Obligations. The obligations of the Guarantor
hereunder are separate and apart from the Sellers or any other Person, and are
primary obligations concerning which the Guarantor is the principal obligor. The
Guarantor agrees that this Guaranty shall not be discharged except by payment in
full of the Obligations and complete performance of the obligations of the
Guarantor hereunder. The obligations of the Guarantor hereunder shall not be
affected in any way by the release or discharge of a Seller from the performance
of any of the Obligations (other than the full and final payment of all of the
Obligations), whether occurring by reason of law or any other cause, whether
similar or dissimilar to the foregoing.

     SECTION 9.04. Subrogation Rights. If any amount shall be paid to the
Guarantor on account of subrogation rights at any time when all the Obligations
shall not have been paid in full, such amount shall be held in trust for the
benefit of the Administrative Agent, on behalf of the Beneficiaries, and shall
forthwith be paid to the Administrative Agent to be applied to the Obligations.
If (a) the Guarantor shall make payment to the Administrative Agent of or
perform all or any part of the Obligations and (b) all the Obligations shall be
paid and performed in full, the Administrative Agent will, at the Guarantor's
request, execute and deliver to the Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to the Guarantor of any interest in the Obligations
resulting from such payment or performance by the Guarantor. The Guarantor
hereby agrees that it shall have no rights of subrogation with respect to
amounts due to the Administrative Agent or the Beneficiaries until such time as
all obligations of the Sellers to the Transferor, the Administrative Agent and
the Beneficiaries have been paid or performed in full and the Receivables
Transfer Agreement has been terminated.

     SECTION 9.05. Rights of Set-Off. The Guarantor hereby authorizes the
Administrative Agent, on behalf of the Beneficiaries, at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (whether general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by the Administrative
Agent or the Beneficiaries to or for the credit or the account of the Guarantor
against any and all of the obligations of the Guarantor now or hereafter
existing under this Guaranty (even if contingent or unmatured). The Guarantor
hereby acknowledges that rights of the Administrative Agent, on behalf of the
Beneficiaries, described in this Section 9.05 are in addition to all other
rights and remedies (including, without limitation, other rights of set-off) the
Administrative Agent and the Beneficiaries may have.



                                      -48-


     SECTION 9.06. Representations and Warranties. The Guarantor hereby
represents and warrants to the Administrative Agent, for the benefit of the
Beneficiaries, as of the date hereof, as follows:

     (a) Corporate Existence and Power. The Guarantor is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate power and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business in each jurisdiction in which its business is now conducted. The
Guarantor is duly qualified to do business in, and is in good standing in, every
other jurisdiction in which the nature of its business requires it to be so
qualified, except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect.

     (b) Corporate and Governmental Authorization; Contravention. The execution,
delivery and performance by the Guarantor of this Guaranty and the other
Transaction Documents to which the Guarantor is a party are within the
Guarantor's corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any
Official Body or official thereof, and do not contravene, or constitute a
default under, any provision of applicable law, rule or regulation or of the
Certificate of Incorporation or By-laws of the Guarantor or of any material
agreement, judgment, injunction, order, writ, decree or other instrument binding
upon the Guarantor or result in the creation or imposition of any Adverse Claim
on the assets of the Guarantor or any of its Subsidiaries.

     (c) Binding Effect. Each of this Guaranty and the other Transaction
Documents to which the Guarantor is a party constitutes the legal, valid and
binding obligation of the Guarantor, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium or other similar laws
affecting the rights of creditors and general equitable principles (whether
considered in a proceeding at law or in equity).

     (d) Accuracy of Information. All written information heretofore furnished
by the Guarantor to the Administrative Agent or the Beneficiaries for purposes
of or in connection with this Guaranty, the other Transaction Documents or any
transaction contemplated hereby or thereby is, and all such written information
hereafter furnished by the Guarantor to the Administrative Agent or the
Beneficiaries will be, true and accurate in every material respect on the date
such information is stated or certified.

     (e) Tax Status. The Guarantor has filed all tax returns (Federal, state and
local) required to be filed and has paid prior to delinquency or made adequate
provision for the payment of all taxes, assessments and other governmental
charges (including for such purposes, the setting aside of appropriate reserves
for taxes, assessments and other governmental charges being contested in good
faith).

     (f) Action, Suits. There are no actions, suits or proceedings pending, or
to the knowledge of the Guarantor threatened, against or affecting the Guarantor
or any Affiliate of the Guarantor or their respective properties, in or before
any court, arbitrator or other body, which may, individually or in the
aggregate, have a Material Adverse Effect.



                                      -49-


     (g) Not an Investment Company. The Guarantor is not, nor is it controlled
by, an "investment company" within the meaning of the Investment Company Act of
1940, as amended, or is exempt from all provisions of such Act.

                                    ARTICLE X

                                  Miscellaneous

     SECTION 10.01. Term of Agreement. This Agreement shall terminate on the
date following the Termination Date upon which the Net Investment has been
reduced to zero, and all accrued Discount, Servicing Fees and all other
Aggregate Unpaids have been paid in full, in each case, in cash; provided,
however, that (i) the rights and remedies of the Administrative Agent and the
Purchasers with respect to any representation and warranty made or deemed to be
made by the Transferor or any Seller pursuant to this Agreement and (ii) the
agreements set forth in Sections 10.08 and 10.09 hereof, shall be continuing and
shall survive any termination of this Agreement.

     SECTION 10.02. Waivers; Amendments. No failure or delay on the part of the
Administrative Agent or any Purchaser in exercising any power, right or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy preclude any other further
exercise thereof or the exercise of any other power, right or remedy. The rights
and remedies herein provided shall be cumulative and nonexclusive of any rights
or remedies provided by law. Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by
the parties hereto and the Required Purchasers; provided, however, that no such
amendment or waiver shall, without the consent of each affected Purchaser, (A)
extend the Commitment Expiry Date or the date of any payment or deposit of
Collections by the Transferor or Collection Agent, (B) reduce the rate or extend
the time of payment of any interest or fees hereunder, (C) change the amount of
any Purchaser's Pro Rata Share or Commitment, (D) consent to or permit the
assignment or transfer by the Transferor of any of its rights or obligations
under this Agreement, or (E) amend or modify this Section 10.02 or the
definition of "Required Purchasers".

     SECTION 10.03. Notices. Except as provided below, all communications and
notices provided for hereunder shall be in writing (including telecopy or
electronic facsimile transmission or similar writing) and shall be given to the
other party at its address or telecopy number set forth below or at such other
address or telecopy number as such party may hereafter specify for the purposes
of notice to such party. Each such notice or other communication shall be
effective (i) if given by telecopy, when such telecopy is transmitted to the
telecopy number specified in this Section 10.03 and confirmation is received,
(ii) if given by mail three (3) Business Days following such posting, postage
prepaid, U.S. certified or registered, (iii) if given by overnight courier, one
(1) Business Day after deposit thereof with a national overnight courier
service, or (iv) if given by any other means, when received at the address
specified in this Section 10.03. However, anything in this Section 10.03 to the
contrary notwithstanding, the Transferor hereby authorizes the Administrative
Agent to effect Transfers, Tranche Period and Tranche Rate selections based on
telephonic notices made by any Person which the Administrative Agent in good
faith believes to be acting on behalf of the Transferor. The Transferor agrees
to deliver promptly to the Administrative Agent a written confirmation of each
telephonic notice



                                      -50-


signed by an authorized officer of Transferor. However, the absence of such
confirmation shall not affect the validity of such notice. If the written
confirmation differs in any material respect from the action taken by the
Administrative Agent, the records of the Administrative Agent shall govern
absent manifest error.

     If to the Purchasers, to the address set forth on Schedule B (with a copy
to the Administrative Agent).

                 If to the Transferor:

                 47659 Halyard Drive
                 Plymouth, MI 48170
                 Attention:  Karen A. Radtke
                 Telephone:  (734) 451-4111
                 Telecopy:   (734) 207-6475

                 with a copy to:

                 Jonathan A. Schaffzin
                 Cahill Gordon & Reindel LLP
                 80 Pine Street
                 New York, NY 10005
                 Telecopy:  (212) 269-5420

If to the Sellers, to the address set forth on Schedule I to the
Receivables Purchase Agreement.

                 If to the Administrative Agent:

                 GENERAL ELECTRIC CAPITAL CORPORATION
                 1100 Abernathy Road, Suite 900
                 Atlanta, Georgia 30328
                 Attention:  Metaldyne/MRFC, Inc. Account Manager
                 Telephone:  678-320-8900
                 Telecopy:   678-320-8902

                 with a copy to:

                 Kilpatrick Stockton LLP
                 1100 Peachtree Street, Suite 2800
                 Atlanta, Georgia 30309
                 Attention: Hilary P. Jordan
                 Telecopy: (404) 815-6555
                 Telephone: (404) 815-6500



                                      -51-


                 and:

                  General Electric Capital Corporation
                  201 Merritt Seven
                  Norwalk, CT 06856
                  Attention: Corporate Counsel - Commercial Finance / CLG-East
                  Telecopy: (203) 956-4001
                  Telephone: (203) 956-4382


If to the Purchasers, at their respective addresses set forth on Schedule B.

     SECTION 10.04. Governing Law; Submission to Jurisdiction; Integration.

     (a) This Agreement shall be governed by, and construed in accordance with
the laws of the State of New York. Each of the parties hereto hereby submits to
the nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York state court sitting in The
City of New York for purposes of all legal proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby. Each of the
parties hereto hereby irrevocably waives, to the fullest extent it may
effectively do so, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient forum. Nothing in this Section 10.04 shall affect the right of any
party hereto to bring any action or proceeding against any party hereto or its
respective properties in the courts of other jurisdictions.

     (b) Each of the parties hereto hereby waives any right to have a jury
participate in resolving any dispute, whether sounding in contract, tort or
otherwise among any of them arising out of, connected with, relating to or
incidental to the relationship between them in connection with this Agreement or
the other Transaction Documents.

     (c) This Agreement contains the final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and
shall constitute the entire Agreement among the parties hereto with respect to
the subject matter hereof superseding all prior oral or written understandings.

     SECTION 10.05. Severability; Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
Agreement. Any provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.



                                      -52-


     SECTION 10.06. Successors and Assigns. (a) This Agreement shall be binding
on the parties hereto and their respective successors and assigns; provided,
however, that neither the Transferor nor any Seller may assign any of its rights
or delegate any of its duties hereunder or under any of the other Transaction
Documents to which it is a party without the prior written consent of the
Administrative Agent. No provision of this Agreement shall in any manner
restrict the ability of any Purchaser to assign, participate, grant security
interests in, or otherwise transfer any portion of the Transferred Interest as
provided in this Section 10.06.

     (b) [Reserved].

     (c) Participations. Any Purchaser may, with the consent of the
Administrative Agent and in the ordinary course of its business and its
accordance with applicable law, at any time sell to one or more Persons (each, a
"Participant") participating interest in its rights and obligations hereunder
and under the Transaction Documents; provided, however, that each Participant
shall purchase an identical percentage in such selling Purchaser's Commitment,
and Pro Rata Share of the Funded Amount. Notwithstanding any such sale by a
Purchaser of participating interest to a Participant, such Purchaser's rights
and obligations under this Agreement shall remain unchanged, such Purchaser
shall remain solely responsible for the performance hereof, and each other
Purchaser and the Administrative Agent shall continue to deal solely and
directly with such Purchaser in connection with such Purchaser's rights and
obligations under this Agreement and the other Transaction Documents. Each
Purchaser agrees that any agreement between such Purchaser and any such
Participant in respect of such participating interest shall not restrict such
Purchaser's right to agree to any amendment, supplement, waiver or modification
to this Agreement.

     (d) Assignments.

          (i) Any Purchaser may at any time and from time to time, upon the
     prior written consent of the Administrative Agent, and, if the Purchaser is
     not an Affiliate of the selling Purchaser, the prior written consent of the
     Transferor (which consent shall not be unreasonably withheld), assign to
     one or more accredited investors or other Persons ("Purchaser(s)") all or
     any part of its rights and obligations under this Agreement and the other
     Transaction Documents pursuant to a supplement to this Agreement,
     substantially in the form of Exhibit K hereto (each, a "Transfer
     Supplement"), executed by the Purchaser, such selling Purchaser, the
     Administrative Agent and, if applicable, the Transferor; and provided,
     however, that (A) each Purchaser shall purchase an identical percentage in
     such selling Purchaser's Commitment and Pro Rata Share of the Funded
     Amount, (B) any such assignment cannot be for an amount less than the
     lesser of (1) $5,000,000 and (2) such selling Purchaser's Commitment or Pro
     Rata Share of the Funded Amount (calculated at the time of such assignment)
     and (C) each Purchaser must be (1) a financial institution incorporated in
     an OECD country and (2) a "qualified institutional buyer" (as defined in
     Rule 144A under the Securities Act of 1933, as amended).

          (ii) Upon (A) execution of a Transfer Supplement, (B) delivery of an
     executed copy thereof to the Administrative Agent and (C) payment, if
     applicable, by the Purchaser to such selling Purchaser of an amount equal
     to the purchase price agreed between such selling Purchaser and the
     Purchaser, such selling Purchaser shall be released



                                      -53-


     from its obligations hereunder to the extent of such assignment and the
     Purchasers shall, for all purposes, be a Purchaser party to this Agreement
     and shall have all the rights and obligations of a Purchaser under this
     Agreement to the same extent as if it were an original party hereto, and no
     further consent or action by the Purchasers or the Administrative Agent
     shall be required. The amount of the assigned portion of the selling
     Purchaser's Pro Rata Share of the Funded Amount allocable to the Purchaser
     shall be equal to the Transferred Percentage (as defined in the Transfer
     Supplement) of such selling Purchaser's Pro Rata Share of the Funded Amount
     which is transferred thereunder regardless of the purchase price paid
     therefor. Such Transfer Supplement shall be deemed to amend this Agreement
     to the extent, and only to the extent, necessary to reflect the addition of
     the Purchaser as a Purchaser and the resulting adjustment of the selling
     Purchaser's Commitment arising from the purchase by the Purchaser of all or
     a portion of the selling Purchaser's rights, obligations and interest
     hereunder.

     SECTION 10.07. Confidentiality. (a) Each of the Transferor, the Collection
Agent and the Guarantor shall maintain, and shall cause each officer, employee
and agent of itself and its Affiliates to maintain, the confidentiality of the
Transaction Documents and all other confidential proprietary information with
respect to the Purchasers and the Administrative Agent and each of their
respective businesses obtained by them in connection with the structuring,
negotiation and execution of the transactions contemplated herein and in the
other Transaction Documents, except for information that has become publicly
available or information disclosed (i) to legal counsel, accountants and other
professional advisors to the Transferor, the Collection Agent, the Guarantor and
their respective Affiliates, (ii) as required by law, regulation or legal
process (including in connection with any registration Statement or other filing
made with the SEC) or (iii) in connection with any legal or regulatory
proceeding to which the Transferor, the Collection Agent, the Guarantor or any
of their respective Affiliates is subject. Each of the Transferor, the
Collection Agent and the Guarantor hereby consents to the disclosure of any
nonpublic information with respect to it received by any Purchaser or the
Administrative Agent to (i) any of the Purchasers or the Administrative Agent or
(ii) any Participant or potential Participant.

     (b) Each of the Purchasers and the Administrative Agent shall maintain, and
shall cause each officer, employee and agent of itself and its Affiliates to
maintain, the confidentiality of the Transaction Documents and all other
confidential proprietary information with respect to the Transferor, the
Sellers, the Guarantor and their Affiliates and each of their respective
businesses obtained by them in connection with the structuring, negotiation and
execution of the transactions contemplated herein and in the other Transaction
Documents, except for information that has become publicly available or
information disclosed (i) to legal counsel, accountants and other professional
advisors to the Purchasers, the Administrative Agent and their respective
Affiliates, (ii) as required by law, regulation or legal process or (iii) in
connection with any legal or regulatory proceeding to which the Purchasers, the
Administrative Agent or any of their respective Affiliates is subject.

     SECTION 10.08. [Reserved].

     SECTION 10.09. [Reserved].



                                      -54-


     SECTION 10.10. Characterization of the Transactions Contemplated by the
Agreement. (a) It is the intention of the parties that the transactions
contemplated hereby constitute (other than for tax purposes) the sale of the
Transferred Interest, conveying good title thereto free and clear of any Adverse
Claims to the Purchasers, and that the Transferred Interest not be part of the
Transferor's estate in the event of an insolvency. If, notwithstanding the
foregoing, the transactions contemplated hereby should be deemed a financing,
the parties intend that the Transferor shall be deemed to have granted to the
Administrative Agent, on behalf of the Purchasers, and the Transferor hereby
grants to the Administrative Agent, on behalf of the Purchasers, a first
priority perfected and continuing security interest in all of the Transferor's
right, title and interest in, to and under the Receivables, the Related
Security, Collections and Proceeds with respect thereto, the Lockbox Accounts,
and all of the Transferor's rights under the Receivables Purchase Agreement with
respect to the Receivables and with respect to any obligations thereunder of any
Seller with respect to the Receivables, and that this Agreement shall constitute
a security agreement under applicable law. The Transferor hereby assigns to the
Administrative Agent, on behalf of the Purchasers, all of its rights and
remedies under the Receivables Purchase Agreement with respect to the
Receivables and with respect to any obligations thereunder of any Seller with
respect to the Receivables. The Transferor agrees that it shall not give any
consent or waiver required or permitted to be given under the Receivables
Purchase Agreement without the prior consent of the Administrative Agent, such
consent not to be unreasonably withheld.

     (b) It is the intention of the parties that the transactions contemplated
by the Receivables Transfer Agreement will create a debt obligation of the
Transferor for United States Federal, state and local income and franchise tax
purposes. Unless otherwise required by law, the parties agree to treat the
transactions accordingly for all such purposes.

     SECTION 10.11. [Reserved].

     SECTION 10.12. GE Capital Conflict Waiver. GE Capital acts as
Administrative Agent and as a Purchaser and may provide other services or
facilities from time to time (the "GE Capital Roles"). Without limiting the
generality of Section 8.08, each of the parties hereto hereby acknowledges and
consents to any and all GE Capital Roles, waives any objections it may have to
any actual or potential conflict of interest caused by GE Capital's acting as
the Administrative Agent or as a Purchaser and acting as or maintaining any of
the GE Capital Roles, and agrees that in connection with any GE Capital Role, GE
Capital may take, or refrain from taking, any action which it in its discretion
deems appropriate.

     SECTION 10.13. Limitation on the Termination of Sellers. Notwithstanding
anything to the contrary contained in the Receivables Purchase Agreement, the
Transferor shall not consent to any request made pursuant to Section 8.03
thereof, nor shall any Seller or Seller Division which is the subject of such
request be terminated under the Receivables Purchase Agreement, in each case
unless (i) no Termination Event or Potential Termination Event (other than with
respect to any Seller or Seller Division to be so terminated) has occurred and
is continuing (both before and after giving effect to such termination) and (ii)
the Administrative Agent shall have received prior notice of such termination.



                                      -55-


                                   ARTICLE XI

                       Intercreditor Condition Amendments

     If (i) the Intercreditor Condition is satisfied on or before June 29, 2005
and (ii) the Administrative Agent has received a certificate of a Responsible
Officer of the Transferor and the Collection Agent, in form and substance
reasonably satisfactory to the Administrative Agent and dated as of the date of
the satisfaction of the Intercreditor Condition, to the effect that (x) no
Termination Event or Potential Termination Event has occurred and is continuing
as of such date and (y) all of the representations and warranties of the
Transferor set forth in Section 3.01 of this Agreement are true and correct as
of such date as if then made (other than representations and warranties which
expressly speak as of a different date, which are true and correct as of such
different date), then this Agreement and Schedule A hereto will be automatically
amended as follows effective as of the date of the satisfaction of the
Intercreditor Condition without any further action on the part of any party
hereto:

     (a) Section 2.02(a) of this Agreement shall be amended to delete clause (x)
of the second sentence of the second paragraph thereof and to substitute the
following therefor:

     (x) the desired Transfer Price (which shall be at least $1,000,000 per
Purchaser or integral multiples of $100,000 in excess thereof) or such lesser
amount that would not cause the then outstanding Net Investment to exceed the
then applicable Maximum Allowable Investment;

     (b) Section 2.02(b) of this Agreement shall be amended to delete the
penultimate and ultimate sentences thereof and to substitute the following
therefor:

          The Transferor agrees to maintain, at all times prior to the
     Termination Date, a Net Receivables Balance in an amount at least
     sufficient such that the then outstanding Net Investment shall not exceed
     the then applicable Maximum Allowable Investment. The maximum amount of
     funding that the Transferor may obtain at any time shall be equal to the
     maximum Net Investment that would not exceed the Maximum Allowable
     Investment.

     (c) Section 2.02(d) of this Agreement shall be amended and restated in its
entirety as follows:

     (d) Maximum Allowable Investment and Percentage Factor. The Maximum
Allowable Investment and the Percentage Factor shall each be initially computed
as of the opening of business of the Collection Agent on the date that the
Intercreditor Condition is satisfied. Thereafter, until the Termination Date,
each of the Maximum Allowable Investment and the Percentage Factor shall be
recomputed upon the date of any Incremental Transfer and (if there is not
otherwise an Incremental Transfer on such day) on the date of delivery of each
Deposit Report, and shall remain constant during any period between
recomputations. At all times on and after the Termination Date until the date on
which the Net Investment has been reduced to zero and all accrued Discount,
Servicing Fees and all



                                      -56-


other Aggregate Unpaids have been paid in full, the Percentage Factor at such
time shall be deemed to be equal to 100%.

     (d) Section 2.05 of this Agreement shall be amended to (1) amend the
preamble thereof to delete the phrase "the Percentage Factor of" therefrom, and
(2) amend each of clauses (ii) and (iii) thereof to delete the phrase
"Percentage Factor of" therefrom.

     (e) Section 2.06 of this Agreement shall be amended to delete the first
paragraph thereof and substitute the following paragraph therefor:

          If at any time on or prior to the Termination Date, the then
     outstanding Net Investment is greater than the then applicable Maximum
     Allowable Investment, then the Transferor shall immediately pay to the
     Administrative Agent, for the benefit of the Purchasers, from previously
     received Collections, an amount that, when applied to reduce the Net
     Investment, will result in such Net Investment being less than or equal to
     the Maximum Allowable Investment. Such amount shall be applied to reduce
     the Net Investment of Tranche Periods selected by the Administrative Agent.
     On the Termination Date and on each day thereafter, and on each day on
     which a Potential Termination Event has occurred and is continuing, the
     Collection Agent, at the direction of the Administrative Agent, shall set
     aside and hold in trust for the Purchasers (or deposit into the Collection
     Account if so required pursuant to Section 2.12 hereof), all Collections
     received on such day. On the Termination Date or the day on which a
     Potential Termination Event occurs, the Collection Agent shall deposit to
     the Collection Account, for the benefit of the Purchasers, any amounts set
     aside pursuant to Section 2.05 above.

     (f) Section 2.12 of this Agreement shall be amended and restated in its
entirety as follows:

     SECTION 2.12. Reports. (a) On the date of each proposed Incremental
Transfer, by 11:00 am, New York time, the Collection Agent will deliver to the
Administrative Agent and the Transferor a written report substantially in the
form attached hereto as Exhibit D-1 (the "Deposit Report") summarizing the
Receivables activity for the preceding day. The Deposit Report will include a
computation of the Dynamic Advance Rate based on the reserve levels determined
as of the prior Month End Report. The Deposit Report will utilize ineligible
Receivables and reserves calculated on the most recent Weekly Report.

     (b) The Collection Agent will deliver to the Agent a monthly report in form
and substance satisfactory to the Administrative Agent and the Transferor a
written report summarizing the Receivables portfolio activity (agings,
roll-forwards, ineligible Receivables and computations of the Dynamic Advance
Rate and reserve levels) for the preceding period as of the end of each Fiscal
Month no later than the 15th day (or if the 15th day is not a Business Day, on
the first Business Day prior to such 15th day)



                                      -57-


of the Fiscal Month following such Fiscal Month end (the "Settlement
Statement").

     (c) On the third business day of each week the Collection Agent will
deliver to the Administrative Agent and the Transferor a written report
summarizing the Receivables activity (including agings, roll-forwards,
ineligible Receivables and reserve levels) for the preceding weekly period as of
the end of the prior week substantially in the form attached hereto as Exhibit
D-3 (the "Weekly Report"); provided, however, that the Collection Agent will be
required to deliver the Weekly Report only on the 15th day (or if the 15th day
is not a Business Day, on the first Business Day prior to such 15th day) and
last day (or if the last day is not a Business Day, on the first Business Day
prior to such last day) of each Fiscal Month if and for so long as the
Collection Agent concurrently provides a report on the 15th and last day of each
Fiscal Month demonstrating to the satisfaction of the Administrative Agent that
the Parent and its Subsidiaries have Global Availability of not less than
$30,000,000 as of such date. The Weekly Report will include agings,
roll-forwards, ineligibles and reserve levels.

     (g) Section 2.20(i) of this Agreement shall be amended and restated in its
entirety as follows:

          (i) the Net Investment exceeding the Maximum Allowable Investment at
     any time on or prior to the Termination Date;

     (h) Section 3.01(m) of this Agreement shall be amended and restated in its
entirety as follows:

     (m) Coverage Requirement. Both before and after giving effect to an
Incremental Transfer, the then outstanding Net Investment does not exceed the
then applicable Maximum Allowable Investment.

          (i) Section 5.01 of this Agreement shall be amended to insert the
     following new subparts (r) and (s) thereto:

     (r) Required Currency Hedges. (i) On each Transfer Date, the Transferor
shall have the Required Currency Hedge in place for the Required Hedge Notional
Amount. The Transferor agrees that at any time that it enters into any Required
Currency Hedge, it shall have funds available to make payment of fees or other
amounts due in connection with the purchase of such Required Currency Hedge at
the time that such payments are due and payable thereunder. The Transferor
agrees that it will enter into any Required Currency Hedge only on a Weekly
Settlement Date or on the Closing Date.

          (ii) The Transferor agrees that at any time that it enters into any
     Required Currency Hedge, it shall simultaneously execute and deliver to the
     Administrative Agent, for the benefit of the Purchasers, an assignment of
     all amounts payable to the Transferor under such Required Currency



                                      -58-


     Hedge in form and substance satisfactory to Administrative Agent (each, a
     "Required Currency Hedge Assignment").

     (s) Counterparties. If at any time the commercial paper or short term
deposit ratings from any rating agency assigned to a counterparty is such that
the counterparty is no longer an Eligible Counterparty, the Transferor shall (x)
require such counterparty to secure its obligations under any Required Currency
Hedge or Credit Default Swap or (y) replace the counterparty with an Eligible
Counterparty within the earlier of (A) 30 days or (B) within 5 days in the event
that such counterparty's commercial paper rating or short-term deposit rating is
withdrawn or downgraded below A-2 or P-2.

     (j) Section 7.01(j) of this Agreement shall be amended and restated in its
entirety as follows:

          (j) the Net Investment exceeds the Maximum Allowable Investment or the
     Facility Limit and the Transferor shall not have, by the next Business Day
     thereafter, reduced the Net Investment from previously received Collections
     or other funds available to the Transferor so as to reduce the Net
     Investment on such Business Day to less than or equal to the Maximum
     Allowable Investment (unless on such next Business Day the Net Investment
     is otherwise made less than or equal to the Maximum Allowable Investment);
     or

     (k) Schedule A to this Agreement shall be amended to delete the definitions
of the terms "Carrying Cost Reserve Ratio," "Loss and Dilution Reserve Ratio,"
"Maximum Percentage Factor," "Notional Amount," and "Servicing Fee Reserve
Ratio" in their entirety.

     (l) Schedule A to this Agreement shall be amended to delete the definition
of "Applicable Margin" in its entirety and to replace it with the following:

     "Applicable Margin" shall mean, for any day: (a) with respect to any BR
Tranche, 0.75% plus (i) on and after the 90th day after the date of the
satisfaction of the Intercreditor Condition, 0.25%, plus (ii) on and after the
180th day following the date of the satisfaction of the Intercreditor Condition,
an additional 0.25%; and (b) with respect to any Eurodollar Tranche, 1.75% plus
(i) on and after the 90th day after the date of the satisfaction of the
Intercreditor Condition, 0.25%, plus (ii) on and after the 180th day following
the date of the satisfaction of the Intercreditor Condition, an additional
0.25%.

     (m) Schedule A to this Agreement shall be amended to amend and restate the
definition of "Concentration Factor" as follows:

     "Concentration Factor" shall mean, on any day with respect to any
Designated Obligor, except for a Special Obligor (in which case the percentage
may be increased above the percentages set forth below to the extent permitted
in Schedule C), a percentage equal to the following:



                                      -59-


          (i) with respect to Receivables of any Obligor with senior unsecured
     long-term ratings of at least A- by S&P and at least A3 by Moody's, 20.0%;

          (ii) with respect to Receivables of any Obligor with senior unsecured
     long-term ratings of at least BBB- by S&P and at least Baa3 by Moody's,
     15.0%;

          (iii) with respect to Receivables of any Obligor with senior unsecured
     long-term ratings of at least BB- by S&P and at least Ba3 by Moody's, 7.5%;
     and

          (iv) with respect to Receivables of any Obligor with senior unsecured
     long-term ratings lower than BB- by S&P, lower than Ba3 by Moody's or not
     rated, 5.0%;

     provided, however, that the aggregate concentration limit permitted for
     Ford Motor Company, DaimlerChrysler AG and General Motors shall not exceed
     55.0%

     (n) Schedule A to this Agreement shall be amended to delete the definition
of "Delinquent Receivable" and to replace it with the following:

     "Delinquent Receivable" shall mean a Receivable as to which any payment, or
part thereof, remains unpaid for more than 121 days past its invoice date.

     (o) Schedule A to this Agreement shall be amended to delete the definition
of "Eligible Obligor" in its entirety and to insert the following new definition
thereof:

     "Eligible Obligor" shall mean any Obligor, of which not more than 25% of
such Obligor's aggregate Receivables are Defaulted Receivables

     (p) Schedule A to this Agreement shall be amended to amend the definition
of "Eligible Receivables" as follows:

          (i) delete the phrase "(A) a United States resident or a resident of a
     U.S. territory" from clause (3) thereof and insert in lieu thereof the
     phrase: "(A) a United States resident or a resident of a U.S. territory;
     provided, however, that Receivables the Obligors of which are resident in
     Canada shall be deemed to be Eligible Receivables (x) if such Receivables
     would otherwise be Eligible Receivables and (y) only to the extent the
     aggregate principal amount of such Receivables does not exceed 20.0% of the
     Outstanding Balance of all Eligible Receivables,"

          (ii) delete clause (8) thereof and insert the following new clause
     (8):

          (8) which is denominated and required to be settled only in United
     States dollars or Canadian Dollars in the United States or Canada, provided
     that if (A) the Required Currency Hedge is not in place or (B) a
     counterparty ceases to be an Eligible Counterparty, then such Receivables


                                      -60-


     denominated in Canadian Dollars shall not be Eligible Receivables (except
     that if such counterparty is no longer an Eligible Counterparty as a result
     of such counterparty's commercial paper or short-term deposit ratings not
     being at least A-1 or P-1, but such ratings are not lower than A-2 or P-2,
     respectively, and such counterparty is to be replaced with an Eligible
     Counterparty in accordance with Section 5.01(s), then such Receivables
     shall be Eligible Receivables during the 30-day period referred to in
     Section 5.01(s)); and provided further, that if the Required Currency Hedge
     is for a notional amount less than the Required Hedge Notional Amount, then
     the principal amount of Canadian Dollar Receivables included as Eligible
     Receivables will be limited to the actual notional amount of the Required
     Currency Hedge calculated using the Valuation Price;

          (iii) delete the word "and" at the end of clause (15) thereof;

          (iv) delete the final punctuation of clause (16) and replace it with a
     semi-colon;

          (v) add clauses (17) through (21) and a final sentence thereto as
     follows:

          (17) that does not represent "billed but not yet shipped," "billed and
     hold" or "progress-billed" goods or merchandise, partially performed or
     unperformed services, consigned goods or "sale or return" goods, or that
     does not arise from a transaction for which any additional performance by
     the Seller thereof, or acceptance by or other act of the Obligor
     thereunder, including any required submission of documentation, remains to
     be performed as a condition to any payments on such Receivable or the
     enforceability of such Receivable under applicable law; provided that this
     clause (17) shall not cause to be ineligible any Tooling Receivable that
     otherwise constitutes an Eligible Receivable, to the extent that such
     Tooling Receivable is subject to an Obligor-approved Production Part
     Approval Process (P-PAP) document (or to an interim P-PAP in the form of
     GP-11 where dimensional tests have been satisfied) and arises under a
     Contract that obligates the Obligor thereunder to remit payment under such
     Contract with respect to such Tooling Receivable on an as-completed basis;

          (18) which is subject to a credit owing to such Obligor with respect
     to goods sold or services rendered by such Obligor to the originating
     Seller or a Subsidiary thereof, which credit is 60 days past due; provided
     that such Receivable shall be excluded only to the extent of such credit;

          (19) which does not constitute (a) a rebilled amount arising from a
     deduction taken by an Obligor with respect to a previously arising
     Receivable or (b) the balance owed on a Receivable with respect to which
     one or more partial payments have been made;

          (20) which is not subject to or evidenced by a "debit memorandum,"
     except to the extent that (i) such Receivable relates to Tooling
     Re-



                                      -61-


     ceivables, prototype inventory or steel surcharges (to the extent such
     steel surcharges are made pursuant to written master agreements authorizing
     the respective Obligor to invoice for such surcharges), (ii) the aggregate
     amount of all Receivables (whether or not evidenced by a "debit
     memorandum") relating to Tooling Receivables or prototype inventory does
     not exceed $25,000,000 at any time and (iii) any such Receivable relating
     to Tooling Receivables, prototype inventory or steel surcharges will become
     ineligible if the Transferor does not provide reporting of the "debit
     memorandum" relating to such Receivable in form and substance satisfactory
     to Agent during any audit or inspection of the Records relating to the
     Receivables; and

          (21) which does not constitute a Receivable arising from accounts that
     are from time to time indicated on the Transferor's records as
     "miscellaneous accounts receivable."

          (vi) add the following language at the end of the definition of
     "Eligible Receivable":

          Notwithstanding the foregoing, a portion of any Receivable will not be
     eligible to the extent there is a warranty reserve arising from a
     contractual warranty obligation with respect to such Receivable.

     (q) Schedule A to this Agreement shall be amended to delete the defined
term "Percentage Factor" and substitute the following therefor:

     "Percentage Factor" means the undivided percentage ownership interest of
the Purchasers in the Receivables which are purchased under the Receivables
Transfer Agreement, which undivided percentage ownership interest shall be
expressed as a fraction (expressed as a percentage) computed on any date of
determination as follows:

     Percentage Factor =                Net Investment
                                ---------------------------------------
                                        Maximum Allowable Investment

     The Percentage Factor shall equal 100% from and after the Termination Date.

     (r) Schedule A to this Agreement shall be amended to amend subpart (c) of
the definition of "Related Security" to delete the language "each Credit Default
Swap" and substitute the language "each Credit Default Swap and each Required
Currency Hedge."

     (s) Schedule A to this Agreement shall be amended to add the following
definitions in the proper alphabetical order:

     "Availability Block" shall mean $5 million less an amount, if any, by which
(A) clause (i) of the definition of "Maximum Allowable Investment" minus clauses
(ii) and (iii) of the definition of "Maximum Allowable Investment" exceeds (B)
the maximum aggregate Commitment of all Purchasers set forth on Schedule B as of
the applicable date of determination.



                                      -62-


     "Canadian Dollars" shall mean dollars in lawful currency of Canada.

     "Credit Memo Lag" shall mean, as of any date of determination thereof and
as determined by the Agent during the most recent Collateral audit conducted by
or on behalf of the Agent and based on a sample of credit memoranda,
representative of the whole, issued during such sampling period of three months
or more as may be selected by the Agent, the average number of days from (a) the
original invoice date of each Receivable corresponding to such representative
credit memoranda to (b) the date on which each representative credit memorandum
is applied to such corresponding Receivable.

     "Credit Memo Lag Reserve" shall mean, as of any date of determination
thereof, an amount determined by the Agent during the most recent Collateral
audit conducted by or on behalf of the Agent equal to the product of (a) the sum
of (i) the Credit Memo Lag as determined during such audit minus (ii) 75,
multiplied by (b) the average daily aggregate dollar amount of credit memoranda
issued during the sampling period used to determine such Credit Memo Lag.

     "Dilution Factors" shall mean the portion of any Receivable which (a) was
reduced or canceled as a result of (i) any defective, rejected or returned
merchandise or services, or any failure by any Seller to deliver any merchandise
or services or otherwise perform under the underlying contract or invoice, (ii)
any change in or cancellation of any of the terms of such contract or invoice or
any cash discount, rebate, retroactive price adjustment or any other adjustment
by the Sellers which reduces the amount payable by the Obligor on the related
Receivable, (iii) any written-off amounts or (iv) any setoff in respect of any
claim by the Obligor thereof (whether such claim arises out of the same or a
related transaction or an unrelated transaction) or (b) is subject to any
specific dispute, offset, counterclaim or defense whatsoever.

     "Dynamic Advance Rate" shall mean, at any time, the lesser of (i) 75% and
(ii) a percentage equal to 100% minus the sum of (A) 2 times the Monthly
Dilution Ratio as of such date plus (B) 5%.

     "Global Availability" shall mean, at any time, the sum of (1) cash (or Cash
Equivalents, as such term is defined in the Credit Agreement) on the balance
sheet of the Parent and any of its Subsidiaries at such time net of any
outstanding checks or instruments, to the extent such cash (or Cash Equivalents,
as such term is defined in the Credit Agreement) can be wire transferred within
one Business Day into a deposit account of Parent located in the United States,
and (2) the Parent's and its Subsidiaries' aggregate borrowing or other drawing
availability at such time with respect to (i) the Credit Agreement, to the
extent that funds can be drawn thereunder and wired within one Business Day into
a deposit account of Parent located in the United States, (ii) any other credit
facility provided to Subsidiaries of the Parent located outside of the United
States, to the extent



                                      -63-


that funds can be drawn thereunder and wired within one Business Day into a
deposit account of Parent located in the United States, and (iii) the
Receivables Purchase Agreement and this Agreement.

     "Maximum Allowable Investment" means, at any time, an amount equal to the
positive difference, if any, of: (i) the product of (1) the Dynamic Advance Rate
multiplied by (2) the Net Receivables Balance; minus (ii) the lesser of (X) such
other reserves as the Agent (using its reasonable credit judgment and based on
information regarding the Transferor, the Sellers, the Obligors or the
Receivables, whether as a result of an audit or otherwise) may from time to time
specify to the Transferors and the Collection Agent, which reserves shall be
determined as a percentage of the Net Receivables Balance (and which reserves
shall include, without limitation, reserves with respect to servicing fees and
discount that would be instituted upon the occurrence and during the continuance
of any Termination Event or incipient Termination Event) and (Y) so long as no
Termination Event or Potential Termination Event has occurred and is continuing,
5.0% of the Net Receivables Balance; minus (iii) if the Credit Memo Lag is
greater than 75 days at such time, an amount equal to the Credit Memo Lag
Reserve; minus (iv) an amount equal to the Availability Block.

     "Monthly Dilution Ratio" shall mean, as of the date of any determination,
the quotient of: (a) the aggregate Dilution Factors for all Receivables during
the month most recently ended divided by (b) the aggregate billed amount of all
Receivables originated during the month that is two months prior to the most
recently ended month.

     "Required Currency Hedge" shall mean one or more foreign currency
instruments including currency options, currency hedges and similar items,
acceptable to the Administrative Agent, exercisable at any time, with an
Eligible Counterparty providing for the delivery by such Eligible Counterparty
of United States dollars in exchange for the receipt of Canadian Dollars, in
each case having a remaining term at any time of not less than five (5) months.

     "Required Currency Hedge Assignment" shall have the meaning specified in
Section 5.01(r)(ii) of the Receivables Transfer Agreement.

     "Required Hedge Notional Amount" shall mean for each Settlement Period an
amount denominated in U.S. Dollars, which represents the portion of the
Investment Base payable in Canadian Dollar Receivables, as calculated in the
Settlement Statement delivered for the immediately preceding Settlement Period.

     "Tooling Receivable" shall mean an obligation of an Obligor to pay for (i)
tooling or equipment purchased or built by a Seller for the purpose of
manufacturing products for such Obligor or (ii) services rendered in connection
with building tooling for the purposes of manufacturing products for such
Obligor.



                                      -64-


     "Valuation Price" shall mean as of any date of determination, the strike
price of any outstanding Required Currency Hedge that would require the highest
amount of Canadian Dollars to purchase one U.S. Dollar.

     "Weekly Report" shall have the meaning specified in Section 2.12(c) of the
Receivables Transfer Agreement.

     (t) Schedule C to this Agreement shall be amended to delete the contents
thereof in their entirety and to replace them with the following:

                          Schedule of Special Obligors

     For each Special Obligor, the concentration limit shall be as set forth in
     the definition of "Concentration Factor"; provided, however, that if the
     Transferor has purchased a Credit Default Swap with respect to such
     Obligor, which Credit Default Swap is in full force and effect and in the
     amount and otherwise on terms and in form and substance acceptable to the
     Agent, and which such Credit Default Swap has been assigned to the
     Administrative Agent in the manner required under this Agreement, the
     concentration limit with respect to such Obligor shall be a percentage
     equal to the lesser of (a) the Maximum Concentration applicable to such
     Obligor set forth in the table below adjacent to such Obligor's senior
     unsecured long-term debt rating by Standard & Poor's and Moody's (but
     applying the lower of the two ratings) and (b) a percentage equal to (A)
     the applicable concentration limit applicable to such Obligor as set forth
     in the definition of "Concentration Factor" plus (B) the product of (i) the
     face value of the applicable Credit Default Swap relating to such Obligor
     multiplied by (ii) 1.0 minus the Discount Factor set forth in the table
     below adjacent to such Obligor's senior unsecured long-term debt rating),
     divided by the outstanding balance of the Eligible Receivables at such
     time; provided, that the aggregate concentration limit permitted for Ford
     Motor Company, DaimlerChrysler AG and General Motors shall not exceed
     55.0%.


     --------------------------------------------------------------------------
     Rating of applicable Special Obligor       Maximum      Discount Factor
                                             Concentration
     --------------------------------------------------------------------------
               A-/A3 or Better                  30.00%           0%
     --------------------------------------------------------------------------
            BBB-/Baa3 to BBB+/Baa1              25.00%           0%
     --------------------------------------------------------------------------
              BB-/Ba3 to BB+/Ba1                15.00%          20%
     --------------------------------------------------------------------------

     (u) Exhibits D-1 and D-2 to this Agreement shall be amended to delete the
contents thereof in their entirety and to replace them with replacement Exhibits
D-1, D-2 and D-3 in form and substance acceptable to the Administrative Agent.


                            [Signature Page Follows]




                                      -65-




     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Receivables Transfer Agreement as of the date first written above.

                              MRFC, INC., as Transferor

                              By:  /s/ Jeffrey M. Stafeil
                                   ----------------------------------
                                   Name:   Jeffrey M. Stafeil
                                   Title:  Executive Vice President


                              METALDYNE CORPORATION, individually, as
                              Collection Agent and as Guarantor

                              By:  /s/ Jeffrey M. Stafeil
                                   ----------------------------------
                                   Name:   Jeffrey M. Stafeil
                                   Title:  Executive Vice President and
                                           Chief Financial Officer


                              GENERAL ELECTRIC CAPITAL
                              CORPORATION, as a Purchaser

                              By:  /s/ Curtis J. Correa
                                   ----------------------------------
                                   Name:   Curtis J. Correa
                                   Title:  Authorized Signatory


                              GENERAL ELECTRIC CAPITAL CORPORATION, as
                              Administrative Agent

                              By:  /s/ Curtis J. Correa
                                   ----------------------------------
                                   Name:   Curtis J. Correa
                                   Title:  Authorized Signatory





                                      -66-






                                   SCHEDULE A



     "Administrative Agent" shall mean General Electric Capital Corporation, as
administrative agent on behalf of the Purchasers.

     "Advance" shall have the meaning specified in Section 3.02(b) of the
Receivables Purchase Agreement.

     "Advance Limit" shall have the meaning specified in Section 3.02(b) of the
Receivables Purchase Agreement.

     "Adverse Claim" shall mean a lien, security interest, charge or
encumbrance, or other right or claim in, of or on any Person's assets or
properties in favor of any other Person (including any UCC financing statement
or any similar instrument filed against such Person's assets or properties).

     "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. A Person shall be deemed to control another
Person if the controlling Person possesses, directly or indirectly, the power to
direct or cause the direction of the management or policies of the controlled
Person, whether through ownership of voting stock, by contract or otherwise;
provided, however, that a Person shall not be deemed an Affiliate of another
Person solely by reason of an individual serving as an officer or director of
any Person and provided further that any Person other than the Parent and its
Subsidiaries which, directly or indirectly, is controlled by Heartland
Industrial Partners shall not be deemed an Affiliate of the Parent or any of its
Subsidiaries.

     "Aggregate Commitment" shall mean, at any time, the sum of the Commitments
then in effect.

     "Aggregate Unpaids" shall mean, at any time, an amount equal to the sum of
(i) the aggregate accrued and unpaid Discount at such time, (ii) the Net
Investment at such time, (iii) all Fees, (iv) all Indemnified Amounts, amounts
payable pursuant to Section 2.21 and Indemnified Taxes and (v) all other amounts
owed (whether due or accrued) by the Transferor to the Purchasers at such time.

     "Applicable Margin" shall mean (a) in the case of any BR Tranche, 1.50% and
(b) in the case of any Eurodollar Tranche, 1.50%.

     "Bankruptcy Code" shall have the meaning assigned to that term in Section
3.01(v) of the Receivables Transfer Agreement.

     "Base Rate" or "BR" shall mean, for any day, a floating rate equal to the
higher of (a) the rate publicly quoted from time to time by The Wall Street
Journal as the "base rate on corporate loans at large U.S. money center
commercial banks" (or, if The Wall Street Journal ceases quoting a base rate of
the type described, the highest per annum rate of interest published by the
Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled
"Selected Interest Rates" as the bank prime loan rate or its equivalent), and
(b) the Federal Funds Rate plus fifty (50) basis points per annum. Each change
in any interest rate provided for in the Agreement





based upon the Base Rate shall take effect at the time such change in the Base
Rate is publicly announced as being effective.

     "Beneficiaries" shall mean the Purchasers and the Administrative Agent,
collectively.

     "Benefit Plan" shall mean any employee benefit plan as defined in Section
3(3) of ERISA in respect of which the Transferor, any Seller or any ERISA
Affiliate of the Transferor, or any Seller is, or at any time during the
immediately preceding six (6) years was, an "employer"as defined in Section 3(5)
of ERISA.

     "BR Tranche" shall mean a Tranche as to which Discount is calculated at the
Base Rate plus the Applicable Margin.

     "BR Tranche Period" shall mean, with respect to a BR Tranche, either (i)
prior to the Termination Date, a period of up to thirty (30) days requested by
the Transferor and agreed to by the Administrative Agent, commencing on a
Business Day requested by the Transferor and agreed to by the Purchaser, or (ii)
after the Termination Date, a period of one (1) day. If such BR Tranche Period
would end on a day which is not a Business Day, such BR Tranche Period shall end
on the next succeeding Business Day.

     "Business Day" shall mean any day excluding Saturday, Sunday and any day on
which banks in The City of New York are authorized or required by law to close,
and, when used with respect to the determination of any Eurodollar Rate or any
notice with respect thereto, any such day which is also a day for trading by and
between banks in the London interbank market in United States dollar deposits.

     "Capitalized Lease" of a Person shall mean any lease of property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with GAAP.

     "Carrying Cost Reserve Ratio" shall mean, on any day, an amount, expressed
as a percentage, equal to (a) the product of (i) 2 times DSO as of such day and
(ii) the Base Rate in effect as of such day plus 2%, divided by (b) 365.

     "Charged-Off Receivables" shall mean, with respect to any Settlement
Period, all Receivables (or portions thereof) which, in accordance with the
Credit and Collection Policy, have or should have been written off during such
Settlement Period as uncollectible, including, without limitation, the
Receivables of any Obligor which becomes the subject of any voluntary or
involuntary bankruptcy proceeding.

     "Closing Date" shall mean April 29, 2005.

     "Code" shall mean the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

     "Collection Account" shall mean the account, established by the
Administrative Agent, for the benefit of the Purchasers, pursuant to Section
2.13(a) of the Receivables Transfer Agreement. The wire transfer instructions
for the Collection Account are set forth on Exhibit H to the Receivables
Transfer Agreement.

     "Collection Agent" shall mean, at any time, the Person then authorized
pursuant to Section 6.01 of the Receivables Transfer Agreement to service,
administer and collect Receivables. The initial Collection Agent shall be the
Parent.




     "Collection Agent Default" shall have the meaning specified in Section 6.07
of the Receivables Transfer Agreement.

     "Collections" shall mean, with respect to any Receivable, all cash
collections and other cash proceeds of such Receivable, including, without
limitation, all Finance Charges, if any, and cash proceeds of Related Security
with respect to such Receivable.

     "Commitment" shall mean, with respect to any Purchaser, the amount
specified as such on Schedule B to the Receivables Transfer Agreement for such
Purchaser, as the same may be reduced from time to time as provided in Section
2.07 of the Receivables Transfer Agreement.

     "Commitment Expiry Date" shall mean the earliest to occur of (i) the date
on which all amounts due and owing to the Purchasers under the Receivables
Transfer Agreement and the other Transaction Documents have been paid in full,
(ii) the date on which the Aggregate Commitment has been reduced to zero
pursuant to the Receivables Transfer Agreement, (iii) the Termination Date, and
(iv) January 1, 2007.

     "Concentration Factor" shall mean, on any day with respect to any
Designated Obligor, except for a Special Obligor, a percentage equal to the
following:

          (i) with respect to Receivables of any Obligor with short-term or
     long-term ratings of at least A-1 or A by S&P, respectively, and at least
     P-1 or A2 by Moody's, respectively, 12.0%;

          (ii) with respect to Receivables of any Obligor with short-term or
     long-term ratings of at least A-2 or BBB by S&P, respectively, and at least
     P-2 or Baa2 by Moody's, respectively, 6.0%;

          (iii) with respect to Receivables of any Obligor with short-term or
     long-term ratings of at or below A-3 or BBB- by S&P, respectively, and at
     or below P-3 or Baa3 by Moody's, respectively, 3.0%; and

          (iv) with respect to Receivables of any Obligor with no short-term or
     long-term ratings by S&P and Moody's, 3.0%. The Concentration Factor for
     Obligors with split ratings shall be determined based upon the lower of the
     two ratings.

     "Contract" shall mean a written agreement or invoice, pursuant to or under
which an Obligor shall be obligated to pay for merchandise purchased or services
rendered and including all items and provisions incorporated or implied by
applicable law, including, without limitation, the Relevant UCC.

     "Conversion/Continuation Notice" shall have the meaning specified in
Section 2.17 of the Receivables Transfer Agreement.

     "Credit Agreement" shall mean that certain Credit Agreement, dated as of
November 28, 2000, by and among the Parent, certain subsidiaries of the Parent,
The Chase Manhattan Bank, as administrative agent, Chase Securities Inc., as
arranger and the various lending institutions party thereto, as amended,
supplemented or otherwise modified and in effect from time to time.

     "Credit and Collection Policy" shall mean the Sellers' credit and
collection policy or policies relating to Contracts and Receivables existing on
the Closing Date and referred to in Exhibit A attached to the Receivables
Transfer Agreement, as amended, supplemented or otherwise




modified and in effect from time to time in compliance with Section 5.02(c) of
the Receivables Transfer Agreement.

     "Credit Default Swap" shall mean any credit default swap between the
Transferor (as assignee or otherwise) and an Eligible Counterparty with respect
to the payment obligations of DaimlerChrysler AG, Ford Motor Company, General
Motors, Dana Corporation or any other Obligor acceptable to the Administrative
Agent in its sole discretion, in each case which credit default swap shall be
satisfactory in form, substance, amount and in all other respects to the
Administrative Agent and each Purchaser, as the same may from time to time be
modified, supplemented, amended, extended or replaced as consented to by the
Administrative Agent and each Purchaser. The Credit Default Swaps in existence
on the Closing Date are:

          (i) the credit default swap dated as of April 13, 2005, Trade ID
     number 0900000748849, between MTSPC, Inc. and an Eligible Counterparty with
     respect to the payment obligations of DaimlerChrysler AG, as assigned as of
     the Closing Date by MTSPC, Inc. to the Transferor,

          (ii) the credit default swap dated as of April 7, 2005, Trade ID
     number 0900000747777, between MTSPC, Inc. and an Eligible Counterparty with
     respect to the payment obligations of Ford Motor Company, as assigned as of
     the Closing Date by MTSPC, Inc. to the Transferor, and

          (iii) the credit default swap dated as of April 7, 2005, Trade ID
     number 0900000747776, between MTSPC, Inc. and an Eligible Counterparty with
     respect to the payment obligations of General Motors Corporation, as
     assigned as of the Closing Date by MTSPC, Inc. to the Transferor.

     "Deemed Collections" shall mean any Collections on any Receivable deemed to
have been received pursuant to Section 2.10(a) or (b) of the Receivables
Transfer Agreement.

     "Default Ratio" shall mean, on any day, a fraction, the numerator of which
is the sum of (a) the Outstanding Balance of all Receivables which are 91-120
days past their original due date as of the end of the preceding Settlement
Period plus (b) the Outstanding Balance of all Receivables which were written
off as uncollectible by the Collection Agent in accordance with the Credit and
Collection Policy during the preceding Settlement Period prior to 121 days after
their original due dates and the denominator of which is the balance of all
Receivables which arose during the Settlement Period four Settlement Periods
prior to such day.

     "Defaulted Receivable" shall mean a Receivable: (i) as to which any
payment, or part thereof, remains unpaid for more than 121 days from the
original due date for such Receivable; (ii) as to which an Event of Bankruptcy
has occurred and is continuing with respect to the Obligor thereof; (iii) which
has been identified by the Transferor, the Seller or the Collection Agent as
uncollectible; or (iv) which, in accordance with the Credit and Collection
Policy, should be written off as uncollectible.

     "Delinquent Receivable" shall mean a Receivable as to which any payment, or
part thereof, remains unpaid for more than 91 days past its original due date.

     "Deposit Report" shall have the meaning specified in Section 2.12(a) of the
Receivables Transfer Agreement.




     "Designated Obligor" shall mean, at any time, each Obligor; provided,
however, that any Obligor shall cease to be a Designated Obligor upon notice to
the Transferor from the Administrative Agent, delivered at any time.

     "Diluted Receivable" shall mean, any Receivable which is the subject of a
reduction or cancellation as a result of any defective, rejected or returned
merchandise or services and all credits, rebates, discounts, disputes, warranty
claims, repossessed or returned goods, charge backs, allowances, other dilutive
factors and any other billing or other adjustment (whether effected through the
granting of credits against the applicable Receivables or by the issuance of a
check or other payment in respect of (and as payment for) such reduction but
excluding adjustments, reductions, or cancellations in respect of the Obligor's
bankruptcy or insolvency.

     "Dilution Period" shall mean, on any day, a number equal to a fraction, the
numerator of which is the product of (i) the sum of all Receivables which arose
during the Settlement Period immediately preceding such day and (ii) DSO divided
by 30 and the denominator of which is the Net Receivables Balance.

     "Dilution Ratio" shall mean, as of the last day of each Settlement Period,
the percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Diluted Receivables arising during such Settlement Period and the
denominator of which is the aggregate principal amount of all Receivables
originated by the Sellers during the Settlement Period immediately preceding the
Settlement Period ended on such day.

     "Dilution Reserve Ratio" shall mean, as of any Settlement Date, and
continuing until (but not including) the next Settlement Date, an amount
(expressed as a percentage) that is calculated as follows:

         DRR = [(c*d)+[(e-d)*(e/d)]]*f

Where:

DRR                        =                Dilution Reserve Ratio;

c                          =                2 . 0

d                          =                the twelve-month rolling average
                                            of the Dilution Ratio that occurred
                                            during the period of twelve
                                            consecutive Settlement Periods
                                            ending immediately prior to such
                                            earlier Settlement Date;

e                          =                the highest Dilution Ratio that
                                            occurred during the period of twelve
                                            consecutive Settlement Periods
                                            ending prior to such earlier
                                            Settlement Date

f                          =                the Dilution Period



         "Discount" means, with respect to any Tranche Period:

                                 (TR x TNI x AD)
                                             --
                                             YD

Where:




TR                         =                the Tranche Rate applicable to such
                                            Tranche Period;

TNI                        =                the portion of the Net Investment
                                            allocated to such Tranche Period;

AD                         =                the actual number of days during
                                            such Tranche Period; and YD=  either
                                            (i) if the Tranche Rate is the
                                            Eurodollar Rate, 360 or (ii) if the
                                            Tranche Rate is the Base Rate, 365
                                            or 366, as applicable.

provided, however, that no provision of the Receivables Transfer Agreement shall
require the payment or permit the collection of Discount in excess of the
maximum amount permitted by applicable law; and provided, further, that Discount
shall not be considered paid by any distribution if, at any time, such
distribution is rescinded or must be returned for any reason.

     "Discount Percentage" shall mean, on any date, the percentage obtained from
the following formula:

                  100% - (A + B + C + D)

all determined by the Transferor as of the related Transfer Date,

Where

A                         =         Adjusted Loss Reserve Percentage, which as
                                    of such Transfer Date will equal the ratio
                                    obtained by dividing (a) Charged-Off
                                    Receivables (net of recoveries in respect of
                                    Charged-Off Receivables) during the six-
                                    fiscal month period immediately preceding
                                    the Settlement Date most recently preceding
                                    such Transfer Payment Date by (b) the
                                    aggregate amount of Collections during the
                                    six-fiscal month period immediately
                                    preceding the Settlement Date most recent to
                                    such Transfer Date.

B                         =         Adjusted Carrying Cost Reserve Percentage,
                                    which as of such Transfer Date will equal
                                    the amount obtained by dividing (a) the
                                    product of (i) 1.3, (ii) the average of the
                                    DSO for the three Settlement Dates most
                                    recent to such Transfer Date and (iii) the
                                    Base Rate as of the Settlement Date most
                                    recent to such Transfer Date by (b) 365.

C                         =         The Servicing Fee Percentage divided by 360.

D                         =         Processing Expense Reserve Percentage,
                                    which will equal 1/10 of 1% and reflects the
                                    cost of the Transferor's overhead, including
                                    costs of processing the purchase of
                                    Receivables and other normal operation costs
                                    and a reasonable profit margin.

     None of the elements of the above-referenced formula, in respect of any
purchase of Receivables, will be adjusted following the related Transfer Date.

     With respect to each calculation set forth above with respect to a
Settlement Date, such calculation as calculated on such Settlement Date and
included in the applicable Settlement Statement shall remain in effect from and
including the related Settlement Date to but excluding the following Settlement
Date.




     For the initial Settlement Period, the Discount Percentage will be 98.5%.

     "DSO" shall mean, on any Settlement Date, the number of calendar days equal
to the product of (a) 91 and (b) the amount obtained by dividing (i) the Net
Receivables Balance as of the last day of the immediately preceding Settlement
Period by (ii) the aggregate balance of Receivables which arose during the three
(3) consecutive Settlement Periods immediately preceding such Settlement Date,
which calculation shall remain in effect until the next succeeding Settlement
Date for all purposes of this Agreement.

     "Early Collection Fee" shall mean, for any Tranche Period during which the
portion of the Net Investment that was allocated to such Tranche Period is
reduced for any reason whatsoever, the excess, if any, of (i) the additional
Discount that would have accrued during such Tranche Period if such reductions
had not occurred, minus (ii) the income, if any, received by the recipient of
such reductions from investing the proceeds of such reductions.

     "Eligible Counterparty" shall mean a counterparty with commercial paper or
short-term deposit ratings of at least A-1 or P-1. If at any time the commercial
paper or short term deposit ratings assigned to a counterparty by any rating
agency is such that the counterparty is no longer an Eligible Counterparty, the
Transferor shall (x) require such counterparty to secure its obligations under
such Credit Default Swap or (y) replace the counterparty with an Eligible
Counterparty within 30 days.

     "Eligible Obligor" shall mean any Obligor, of which not more than 35% of
such Obligor's aggregate Receivables are more than 120 days past their original
due date.

     "Eligible Receivable" shall mean, at any time, any Receivable:

     (1)  which has been originated by any Seller and subsequently sold to the
          Transferor pursuant to (and in accordance with) the Receivables
          Purchase Agreement, and to which the Transferor has good title
          thereto, free and clear of all Adverse Claims other than those imposed
          in connection with the Transaction Documents;

     (2)  which (together with the Collections and Related Security related
          thereto) has been the subject of either (A) a valid transfer and
          assignment from the Transferor to the Administrative Agent, on behalf
          of the Purchasers, of all of the Transferor's right, title and
          interest therein or (B) the grant of a first priority perfected
          security interest therein (and in the Collections and Related Security
          related thereto), in each case effective until the termination of the
          Receivables Transfer Agreement.

     (3)  the Obligor of which is (A) a United States resident or a resident of
          a U.S. territory, provided, however, that Receivables of an Obligor
          which is resident in Canada shall be deemed to be Eligible Receivables
          (x) if such Receivables would otherwise be Eligible Receivables except
          for the fact that such Obligor is not a United States resident or a
          resident of a U.S. territory, (y) only to the extent the aggregate
          principal amount of such Receivables does not exceed 5.0% of the
          Outstanding Balance of all Receivables and (z) Administrative Agent
          has confirmed to the Transferor in writing that the Administrative
          Agent has perfected its security interest in such Receivables, (B) a
          Designated Obligor at the time of the initial creation of an interest
          therein hereunder, (C) not an Official Body or an Affiliate of any of
          the parties to the Receivables Transfer Agreement, (D) not the subject
          of an Event of Bankruptcy, and (E) an Eligible Obligor; provided,
          how-




          ever, that if the Intercreditor Condition is not satisfied on or
          before June 29, 2005, the proviso in clause (A) above shall be deleted
          in its entirety effective from and after June 29, 2005;

     (4)  which is not a Delinquent Receivable or a Defaulted Receivable;

     (5)  which (A) arises pursuant to a Contract with respect to which the
          Seller has performed all obligations required to be performed by it
          thereunder, including, without limitation, shipment of the merchandise
          and/or the performance of the services purchased thereunder; and (B)
          according to the Contract related thereto, has been billed and is
          required to be paid in full within 120 days of the original billing
          date therefor;

     (6)  which is an "eligible asset" as defined in Rule 3a-7 under the
          Investment Company Act of 1940, as amended;

     (7)  which is (A) an "account" within the meaning of Article 9 of the
          Relevant UCC, (B) chattel paper within the meaning of Section 9-105 of
          such UCC (provided that, in order for such chattel paper to be
          eligible, the Collection Agent shall have certified to the
          Administrative Agent in the related Deposit Report that the terms of
          the contract or contracts giving rise to such chattel paper do not
          prohibit the assignment thereof) or (C) a "general intangible"(to the
          extent that such Receivables include interest, finance charges,
          returned check or late charges or sales or similar taxes) within the
          meaning of Section 9-106 of such UCC;

     (8)  which is denominated and payable only in United States dollars in the
          United States;

     (9)  which arises under a Contract that, together with the Receivable
          related thereto, is in full force and effect and constitutes the
          legal, valid and binding obligation of the related Obligor,
          enforceable against such Obligor in accordance with its terms and is
          not subject to any litigation, dispute, offset, counterclaim or other
          defense other than unexpired volume or pricing discounts or rebates to
          which the obligor thereon may be entitled, provided that only such
          portion of such receivable subject to any such dispute, offset,
          counterclaim or defense shall be deemed ineligible under this
          criterion;

     (10) which, together with the Contract related thereto, does not contravene
          in any material respect any laws, rules or regulations applicable
          thereto (including, without limitation, laws, rules and regulations
          relating to truth in lending, fair credit billing, fair credit
          reporting, equal credit opportunity, fair debt collection practices
          and privacy) and with respect to which no part of the Contract related
          thereto is in violation of any such law, rule or regulation in any
          material respect;

     (11) which (A) satisfies all applicable requirements of the Credit and
          Collection Policy, (B) is assignable without the consent of, or notice
          to, the Obligor thereunder and (C) complies with such other reasonable
          criteria and requirements as the Administrative Agent may from time to
          time specify to the Transferor following five (5) days' notice;

     (12) which was originated in the ordinary course of the Seller's business;




     (13) the Obligor of which has been directed to make all payments to a
          specified account of the Collection Agent with respect to which there
          shall be a LockBox Account Agreement in effect;

     (14) the assignment of which under the Receivables Purchase Agreement by
          the Seller to the Transferor and the assignment of which under the
          Receivables Transfer Agreement by the Transferor to the Purchasers
          does not violate, conflict with or contravene any applicable laws,
          rules, regulations, orders or writs or any contractual or other
          restriction, limitation or encumbrance and does not require the
          consent of any person;

     (15) which has not been compromised, adjusted or modified (including by the
          extension of time for payment or the granting of any discounts,
          allowances or credits), provided that only such portion of such
          receivable that has been so compromised, adjusted or modified shall be
          deemed ineligible pursuant to this criterion; and

     (16) which, if purchased with proceeds of Commercial Paper, would
          constitute a "current transaction"within the meaning of Section
          3(a)(3) of the Securities Act of 1933, as amended.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, supplemented or otherwise modified and in effect from time to time, and
the rules and regulations promulgated thereunder.

     "ERISA Affiliate" shall mean, with respect to any Person, (i) any
corporation which is a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Code (as in effect from time to
time, the "Code")) as such Person; (ii) a trade or business (whether or not
incorporated) under common control (within the meaning of Section 414(c) of the
Code) with such Person; or (iii) a member of the same affiliated service group
(within the meaning of Section 414(m) of the Code) as such Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above.

     "Eurodollar Rate" shall mean, for any Eurodollar Tranche Period, an
interest rate per annum equal to the rate per annum appearing on Page 3750 of
the Telerate Service (or on any successor or substitute page of such Telerate
Service, or any successor to or substitute for such Telerate Service, providing
rate quotations comparable to those currently provided on such page of such
Telerate Service, as determined by the Administrative Agent from time to time
for purpose 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 Eurodollar Tranche
Period, as the rate for dollar purchases with a maturity comparable to such
Eurodollar Tranche Period.

     "Eurodollar Tranche" shall mean a Tranche as to which Discount is
calculated at the Eurodollar Rate plus the Applicable Margin.

     "Eurodollar Tranche Period" shall mean, with respect to a Eurodollar
Tranche, prior to the Termination Date, a period commencing on the first day of
each calendar month and ending on the last day of such calendar month (it being
understood that a Eurodollar Tranche may be commenced on any day of a calendar
month to the extent not otherwise prohibited hereunder).

     "Event of Bankruptcy" shall mean, with respect to any Person, (i) that such
Person (a) shall generally not pay its debts as such debts become due or (b)
shall admit in writing its inabil-




ity to pay its debts generally or (c) shall make a general assignment for the
benefit of creditors; (ii) any proceeding shall be instituted by or against such
Person seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or other similar
official for it or any substantial part of its property or (iii) if such Person
is a corporation, such Person or any Subsidiary shall take any corporate action
to authorize any of the actions set forth in the preceding clauses (i) or (ii).

     "Federal Funds Rate" shall mean, for any day, an interest rate per annum
equal to (a) the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or (b) if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 11:00 A.M. (New
York time) on such day on such transactions received by the Administrative Agent
from three (3) federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

     "Fee Letter" shall mean the letter agreement, dated the Closing Date,
between the Transferor and the Administrative Agent, for the benefit of the
Purchasers, with respect to the fees to be paid by the Transferor under the
Transaction Documents, as amended, supplemented or otherwise modified and in
effect from time to time.

     "Fees" shall mean the fees payable pursuant to the Fee Letter.

     "Finance Charges" shall mean, with respect to a Contract, any finance,
interest, late or similar charges owing by an Obligor pursuant to such Contract.

     "Fiscal Month" shall mean any of the monthly accounting periods of the
Transferor.

     "Funded Amount" shall mean, with respect to any Purchaser for any day, the
aggregate portion of the Net Investment funded by such Purchaser.

     "GAAP" shall mean generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
accounting profession, which are in effect as of the date of the Receivables
Transfer Agreement.

     "GE Capital" shall mean General Electric Capital Corporation, a Delaware
corporation, in its individual capacity, and its successors.

     "GE Capital Roles" shall have the meaning specified in Section 10.12 of the
Receivables Transfer Agreement.

     "Guarantor" shall mean the Parent in its capacity as Guarantor under the
Limited Guaranty set forth in Article IX of the Receivables Transfer Agreement.

     "Guaranty" shall mean, with respect to any Person, any agreement by which
such Person assumes, guarantees, endorses, contingently agrees to purchase or
provide funds for the payment of, or otherwise becomes liable upon, the
obligation of any other Person, or agrees to maintain the net worth or working
capital or other financial condition of any other Person or otherwise assures
any other creditor of such other Person against loss, including, without
limitation, any




comfort letter, operating agreement or take-or-pay contract and shall include,
without limitation, the contingent liability of such Person in connection with
any application for a letter of credit; provided, however, that the term
"Guaranty" shall not mean or include the endorsements by such Person of
Instruments for deposit or collection in the ordinary course of business.

     "Incremental Transfer" shall mean a Transfer which is made pursuant to
Section 2.02(a) of the Receivables Transfer Agreement.

     "Indebtedness" shall mean, with respect to any Person, such Person's (i)
obligations for borrowed money, (ii) obligations representing the deferred
purchase price of property other than accounts payable arising in the ordinary
course of such Person's business on terms customary in the trade, (iii)
obligations, whether or not assumed, secured by liens or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) Capitalized Lease obligations and (vi) Guaranty obligations.

     "Indemnified Amounts" shall have the meaning specified in Section 2.20 of
the Receivables Transfer Agreement.

     "Indemnified Taxes" shall mean any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any Official
Body, excluding (A) all franchise taxes, all taxes, levies, imposts, duties,
charges, fees, deductions and withholdings imposed on or measured by the net
income, capital or net worth or all taxes, levies, imposts, duties, charges,
fees, deductions and withholdings on doing business, in each case, imposed:

          (i) by the United States or any political subdivision or taxing
     authority thereof or therein;

          (ii) by any jurisdiction under the laws of which the Administrative
     Agent, any Purchaser or an Indemnified Party or lending office is organized
     or in which its lending office is located, managed or controlled or in
     which its principal office is located or any political subdivision or
     taxing authority thereof or therein; or

          (iii) by reason of any connection between the jurisdiction imposing
     such tax and the Administrative Agent, any Purchaser, such Indemnified
     Party or such lending office other than a connection arising solely from
     this Agreement or any other Transaction Document or any transaction
     hereunder or thereunder,

     (B) all penalties, interests, additions to taxes and expenses resulting
from gross negligence or willful misconduct on the part of the Administrative
Agent, any Purchaser, or an Indemnified Party, as the case may be, and (Q) all
taxes, levies, imposts, duties, charges, fees, deductions and withholdings
imposed by reason of the failure of any Indemnified Party to comply with its
obligations, if any, under Section 2.22(b) of the Receivables Transfer Agreement
(including, without limitation, its inability to comply with Section 2.22(b)(i)
of the Receivables Transfer Agreement.

     "Intercreditor Agreement" means an intercreditor agreement, in form and
substance satisfactory to the Administrative Agent, by and among JPMorgan Chase
Bank, N.A., as agent under the Credit Agreement, the Administrative Agent, the
Parent, the Transferor, Metaldyne Company LLC, a Delaware limited liability
company, and each Seller.




     "Intercreditor Condition" means the receipt by the Administrative Agent of
the fully executed, delivered and effective Intercreditor Agreement.

     "Law" shall mean any law (including common law), constitution, statute,
treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of
any Official Body.

     "Lockbox Account" shall mean an account maintained by the Collection Agent
at a Lockbox Bank for the purpose of receiving Collections from Receivables.

     "Lockbox Agreement" shall mean an agreement between the Collection Agent
and a Lockbox Bank in substantially the form of Exhibit C to the Receivables
Transfer Agreement.

     "Lockbox Bank" shall mean each of the banks set forth in Exhibit B to the
Receivables Transfer Agreement, and such banks as may be added thereto or
deleted therefrom pursuant to Section 2.09 of the Receivables Transfer
Agreement.

     "Loss and Dilution Reserve Ratio" shall mean, on any day, the greater of
(a) the sum of (i) 16% plus (ii) the product of (x) the average Dilution Ratio
over the immediately preceding fiscal 12-month period and (y) DSO divided by 30
and (b) the sum of the Loss Reserve Ratio plus the Dilution Reserve Ratio.

     "Loss Horizon" shall mean, on any day, the amount obtained by dividing (i)
the sum of all Receivables which arose during the four Settlement Periods
immediately preceding such day plus 0.25 times the sum of all Receivables which
arose during the fifth Settlement Period immediately preceding such day by (ii)
the Net Receivables Balance as of the end of the preceding Settlement Period.

     "Loss Reserve Ratio" shall mean, on any day, the product of (a) 2, and (b)
the highest three-month average Default Ratio that occurred during the twelve
(12) most recent Settlement Periods, (c) the Loss Horizon and (d) the Payment
Terms Factor.

     "Material Adverse Effect" shall mean any event or condition which would
have a material adverse effect on (i) the collectibility of the Receivables,
(ii) the condition (financial or otherwise), businesses or properties of the
Transferor or any Seller, (iii) the ability of the Transferor or any Seller to
perform its respective obligations under the Transaction Documents to which it
is a party or (iv) the interests of the Administrative Agent or the Purchasers
under the Transaction Documents; provided, however, that for purposes of clause
(ii) an event or condition resulting in a material adverse change in the
condition (financial or otherwise) of any Seller will not be deemed to have a
Material Adverse Effect unless such event or condition, in the Administrative
Agent's reasonable discretion, is reasonably likely to have a material adverse
effect on the condition (financial or otherwise) of the Parent on a consolidated
basis or on the Transferor.

     "Maximum Percentage Factor" means 100%.

     "Moody's" shall mean Moody's Investors Service, Inc., and its successors
and assigns.

     "MTSPC" shall mean MTSPC, Inc., a Delaware corporation.

     "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA which is or was at any time during the current year
or the immediately preceding five years contributed to by the Transferor, the
Seller or any ERISA Affiliate of the Transferor or the Seller on behalf of its
employees.




     "Net Investment" shall mean the sum of the cash amounts paid to the
Transferor by the Purchasers for all Incremental Transfers minus the aggregate
amount of Collections received and applied by the Administrative Agent to reduce
such Net Investment pursuant to Section 2.05, 2.06 or 2.10 of the Receivables
Transfer Agreement; provided that the Net Investment shall be restored and
reinstated in the amount of any Collections so received and applied if, at any
time, the distribution of such Collections is rescinded or must otherwise be
returned for any reason.

     "Net Receivables Balance" shall mean, at any time, the aggregate
Outstanding Balance of the Eligible Receivables at such time, as reduced by the
aggregate amount for all Designated Obligors by which the Outstanding Balance of
all Eligible Receivables of each Designated Obligor exceeds the product of the
Concentration Factor for such Designated Obligor multiplied by the Outstanding
Balance of all Eligible Receivables.

     "Notional Amount" shall mean (i) with respect to DaimlerChrysler AG, an
amount up to $12,500,000, (ii) with respect to General Motors Corporation, an
amount up to $7,500,000, (iii) with respect to Ford Motor Company, an amount up
to $20,000,000, and (iv) with respect to Dana Corporation, an amount up to
$5,000,000.

     "Obligor" shall mean a Person obligated to make payments for the provision
of goods and services pursuant to a Contract.

     "Official Body" shall mean any government or political subdivision or any
agency, authority, bureau, central bank, commission, department or
instrumentality of any such government or political subdivision, or any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

     "Other Transferor" shall mean any Person, other than the Transferor, that
has entered into a receivables purchase agreement, receivables transfer
agreement, loan agreement or funding agreement with the Purchasers.

     "Outstanding Balance" shall mean, with respect to any Receivable at any
time, the then outstanding principal amount thereof, excluding any accrued and
outstanding Finance Charges related thereto.

     "Parent" shall mean Metaldyne Corporation, a Delaware corporation.

     "Payment Terms Factor" shall mean (i) for the period from the Closing Date
until the third Settlement Date, 1.08 and (ii) for each three-month period to
occur thereafter, a fraction, the numerator of which is the sum of (A) the
weighted average payment terms (based upon the principal amount of the
Receivables and expressed as a number of days) for the Receivables generated or
acquired by the Sellers during such period and (B) 90, and the denominator of
which is 120; provided, however, that if the Payment Terms Factor for any period
is less than the Payment Terms Factor for the immediately preceding periods,
then the actual Payment Terms Factor for such current period shall be
recalculated to equal a fraction, the numerator of which is equal to the average
of the numerators used to calculate the Payment Terms Factor for such current
period and the three immediately preceding periods (without giving effect to
this proviso) and the denominator of which is 120; provided, further, the
Payment Terms Factor shall never be less than 1.0.

     "Percentage Factor" shall mean the fraction (expressed as a percentage)
computed on any date of determination as follows:




                  NI  x  [1 + (LDRR + CCRR)]   +   (SFRR x OBR)
                               -----------         ------------
                                1 - LDRR              1-LDRR
                  ----------------------------------------------
                                              NRB

Where:

NI                         =        the Net Investment on the date of such
                                    computation;

LDRR                       =        the Loss and Dilution Reserve Ratio on the
                                    date of such computation;

CCRR                       =        the Carrying Cost Reserve Ratio on the date
                                    of such computation;

SFRR                       =        the Servicing Fee Reserve Ratio on the date
                                    of such computation;

OBR                        =        the Outstanding Balance of all Receivables
                                    on the date of such computation; and

         NRB = the Net Receivables Balance on the date of such computation.

     The Percentage Factor shall be calculated by the Collection Agent on the
day of the initial Incremental Transfer hereunder. Thereafter, until the
Termination Date, the Collection Agent shall recompute the Percentage Factor at
the time of each Incremental Purchase pursuant to Section 2.02(a) of the
Receivables Transfer Agreement and as of the close of business on each Business
Day and report such recomputations to the Administrative Agent in the Settlement
Statement and as otherwise requested by the Administrative Agent. The Percentage
Factor shall remain constant from the time as of which any such computation or
recomputations is made until the time as of which the next such recomputations
shall be made, notwithstanding any additional Receivables arising, any
Incremental Transfer made pursuant to such Section 2.02(a) or any reinvestment
Transfer made pursuant to Section 2.02(b) and 2.05 of the Receivables Transfer
Agreement during any period between computations of the Percentage Factor. The
Percentage Factor shall remain constant at 100% at all times on and after the
Termination Date until such time as the Administrative Agent, on behalf of the
Purchasers, shall have received the Aggregate Unpaids, in cash, at which time
the Percentage Factor shall be recomputed in accordance with Section 2.06 of the
Receivables Transfer Agreement at which point it shall equal zero.

     "Permitted Investments" shall mean any of the following (a) negotiable
instruments or securities represented by instruments in bearer or registered or
in book-entry form which evidence (i) obligations fully guaranteed by the United
States of America; (ii) time deposits in, or bankers acceptances issued by, any
depositary institution or trust company incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by Federal or state banking or depositary institution authorities;
provided, however, that at the time of investment or contractual commitment to
invest therein, the certificates of deposit or short-term deposits, if any, or
long-term unsecured debt obligations (other than such obligation whose rating is
based on collateral or on the credit of a Person other than such institution or
trust company) of such depositary institution or trust company shall have a
credit rating from Moody's and S&P of at least "P-1"and "A-1", respectively, in
the case of the certificates of deposit or short-term deposits, or a rating not
lower than one of the two highest investment categories granted by Moody's and
by SP (iii) certificates of deposit having, at the time of investment or
contractual commitment to invest therein, a rating from Moody's and S&P of at
least "P-



1"and "A-1", respectively; or (iv) investments in money market funds rated in
the highest investment category or otherwise approved in writing by the
applicable rating agencies; (b) demand deposits and cash escrows in any
depositary institution or trust company referred to in (a)(ii) above; (c)
commercial paper (having original or remaining maturities of no more than 30
days) having, at the time of investment or contractual commitment to invest
therein, a credit rating from Moody's and S&P of at least "P-1"and "A-l",
respectively; (d) Eurodollar time deposits having a credit rating from Moody's
and S&P of at least "P-1"and "A-l", respectively; and (e) repurchase agreements
involving any of the Permitted Investments described in clauses (a)(i), (a)(iii)
and (d) of this definition so long as the other party to the repurchase
agreement has at the time of investment therein, a rating from Moody's and S&P
of at least "P-l" and "A-1", respectively.

     "Person" shall mean any corporation, limited liability company, natural
person, firm, joint venture, partnership, trust, unincorporated organization,
enterprise, government or any department or agency of any government.

     "Potential Termination Event" shall mean an event which but for the lapse
of time or the giving of notice, or both, would constitute a Termination Event.

     "Proceeds" shall mean "proceeds" as defined in Section 9-102(a) of the
Relevant UCC.

     "Pro Rata Share" shall mean, on any date of determination, (a) with respect
to any Purchaser, prior to the Commitment Expiry Date, the ratio (expressed as a
percentage) of such Purchaser's Commitment to the Aggregate Commitment at such
time and (b) with respect to any Purchaser after the Commitment Expiry Date, the
ratio (expressed as a percentage) of such Purchaser's Funded Amount to the
aggregate Net Investment at such time.

     "Purchase Price", as used in any Receivables Purchase Agreement, shall have
the meaning set forth in Section 3.01 of the Receivables Purchase Agreement.

     "Purchase Termination Date" shall have the meaning specified in Section
8.01 of the Receivables Purchase Agreement.

     "Purchased Receivables Percentage" means, with respect to any Seller (or
Seller Division) as to which Parent has submitted a Seller Termination Request,
the percentage equivalent of a fraction, the numerator of which is an amount
equal to the aggregate Outstanding Balance of Receivables sold by such Seller
(or Seller Division) as of the applicable Seller Termination Request Date, and
the denominator of which is an amount equal to the aggregate Outstanding Balance
of all Receivables as of such date.

     "Purchasers" shall mean the financial institutions and other purchasers
identified as such on Schedule B to the Receivables Transfer Agreement, as the
same may be amended, supplemented or otherwise modified and in effect from time
to time.

     "Receivable" shall mean, the indebtedness owed to a Seller by an Obligor
under a Contract and rights of payment and other payment obligations, whether
constituting an account, chattel paper, instrument, investment property or
general intangible, arising in connection with the sale or lease of merchandise
or the rendering of services by the Seller, in its ordinary course of business
and includes the right to payment of any Finance Charges and other obligations
of such Obligor with respect thereto; provided that any obligation of any Person
to pay for tooling or equipment purchased or built by DuPage Die Casting
Corporation for the purpose of manufacturing products for such Person, including
the right to payment of any interest, sales taxes, finance




charges, returned check or late charges and other obligations of such Person
with respect thereto shall not constitute a "Receivable". Notwithstanding the
foregoing, once a Receivable has been deemed collected pursuant to Section 2.10
of the Receivables Transfer Agreement, it shall no longer constitute a
Receivable under the Receivables Transfer Agreement.

     "Receivables Purchase Agreement" shall mean the Receivables Purchase
Agreement, dated as of April 29, 2005, by and between the Sellers, as sellers,
and the Transferor, as purchaser, as such agreement may be amended, supplemented
or otherwise modified and in effect from time to time.

     "Receivables Transfer Agreement" shall mean the Receivables Transfer
Agreement, dated as of April 29, 2005, by and between the Transferor, the
Parent, individually, as Collection Agent and as Guarantor, the Purchasers and
the Administrative Agent, as such agreement may be amended, supplemented or
otherwise modified and in effect from time to time.

     "Recipient" shall have the meaning specified in Section 2.15 of the
Receivables Transfer Agreement.

     "Records" shall mean all Contracts and other documents, books, records and
other writings and information (including, without limitation, computer
programs, tapes, discs, punch cards, data processing software and related
property and rights) maintained with respect to Receivables and the related
Obligors.

     "Related Security" shall mean, with respect to any Receivable, all of a
Seller's or Transferor's right, title and interest in, to and under:

     (a) the merchandise (including returned or repossessed merchandise), if
any, the sale of which by the Seller gave rise to such Receivable;

     (b) all other security interests or liens and property subject thereto from
time to time, if any, purporting to secure payment of such Receivable, whether
pursuant to the Contract related to such Receivable or otherwise, together with
all financing statements signed by an Obligor describing any collateral securing
such Receivable;

     (c) all guarantees, indemnities, warranties, insurance (and proceeds
thereof) or other agreements, arrangements, letter-of-credit rights or
supporting obligations of any kind (including, but not limited to, each Credit
Default Swap) from time to time supporting or securing payment of such
Receivable whether pursuant to the Contract related to such Receivable or
otherwise;

     (d) all Records related to such Receivable;

     (e) in the case of the Administrative Agent for the benefit of the
Purchasers, all rights and remedies of the Transferor under the Receivables
Purchase Agreement, together with all financing statements naming any Seller as
debtor or seller and the Transferor as secured party or buyer filed in
connection therewith; and

     (f) all Proceeds of any of the foregoing.

     "Relevant UCC" shall mean, with respect to any state, the Uniform
Commercial Code as from time to time in effect in such state.

     "Required Purchasers" shall mean Purchasers having Pro Rata Shares in the
aggregate equal to more than 50% or, if the Commitments have been terminated,
having more than 50% of




the Net Investment; provided that the Commitment of any Defaulting Purchaser
that has not paid all amounts due and owing by it in respect of Purchases it was
obliged to make shall not be included in the Commitments for purposes of this
definition.

     "Responsible Officer" shall mean with respect to any Seller or the
Transferor, any officer directly or indirectly responsible for the execution of
the transactions contemplated by the Transaction Documents.

     "Sale Notice" shall mean an irrevocable written notice given by an
authorized signer or authorized officer of a Purchaser (or on behalf of the
Purchaser by the Administrative Agent) to the Purchaser with respect to such
Purchaser committing to sell, assign and transfer to such Purchaser, the
Purchaser's Interest, which notice shall designate (a) the applicable Purchase
Date, (b) the Purchaser's Interest and the Net Investment, (c) the Purchase
Price (including a calculation of the Purchase Price) and (d) that no
Purchaser's Insolvency Event has occurred.

     "Seller Addition Date" shall have the meaning specified in Section 7.02 of
the Receivables Purchase Agreement.

     "Seller Division" shall mean any business unit or operating assets acquired
by a Seller which is made part of an existing division of a Seller or made a new
division (but not a subsidiary) of a Seller.

     "Seller Termination Request" shall have the meaning specified in Section
8.03(b) of the Receivables Purchase Agreement.

     "Seller Termination Request Date" shall have the meaning specified in
Section 8.03(b) of the Receivables Purchase Agreement.

     "Sellers" shall have the meaning specified in the recitals to the
Receivables Purchase Agreement.

     "Servicing Fee" shall mean the fees payable by the Transferor to the
Collection Agent in an amount equal to the Servicing Fee Percentage multiplied
by the amount of the aggregate Outstanding Balance of the Receivables. Such fee
shall accrue from the date of the initial purchase of an interest by a Purchaser
in the Receivables to the later of the Termination Date or the date on which the
Percentage Factor is reduced to zero. On or prior to the Termination Date, and
provided that no Potential Termination Event shall have occurred and be
continuing, such fee shall be payable only from Collections pursuant to, and
subject to the priority of payments set forth in, Section 2.05 of the
Receivables Transfer Agreement. After the Termination Date or during the
continuation of a Potential Termination Event, such fee shall be payable only
from Collections pursuant to, and subject to the priority of payments set forth
in, Section 2.06 of the Receivables Transfer Agreement.

     "Servicing Fee Percentage" shall mean 1.0% per annum.

     "Servicing Fee Reserve Ratio" shall mean, at any time, an amount equal to
the product of (i) the Servicing Fee Percentage and (ii) a fraction having as
the numerator, the product of (a) 2 and (b) the DSO, and as the denominator,
360.

     "Settlement Date" shall mean the fifteenth day immediately succeeding each
Settlement Period or, if such day is not a Business Day, the next succeeding
Business Day.




     "Settlement Period" shall mean the period of days from and including the
first day of a fiscal month of the Parent to and including the last day of such
fiscal month.

     "Settlement Statement" shall mean a report, in substantially the form
attached to the Receivables Transfer Agreement as Exhibit D-2 or in such other
form as is mutually agreed to by the Transferor and the Administrative Agent,
delivered by the Collection Agent to the Administrative Agent on each Settlement
Date pursuant to Section 2.12 of the Receivables Transfer Agreement or prior to
an Incremental Transfer pursuant to Section 2.02(a) of the Receivables Transfer
Agreement.

     "Special Obligors" are Obligors designated by the Administrative Agent (in
its sole discretion upon the Parent's request) that may be permitted to exceed
the Concentration Factor as specified, if at all, on Schedule C to the
Receivables Transfer Agreement, as such Schedule may be amended or modified by
the Administrative Agent from time to time to add or delete Obligors or to
change the percentages applicable to Special Obligors. The initial Special
Obligors and the applicable percentages will be specified on Schedule C as of
the Closing Date. At such time as the requirements in Schedule C are not met by
any Obligor, the Concentration Factor for such Obligor will be calculated as
specified in the definition of Concentration Factor for Obligors generally.

     "Specified Bankruptcy Opinion Provisions" shall mean the factual
assumptions (including those contained in the factual certificate referred to
therein) and the actions to be taken by the Sellers or the Transferor, in each
case as specified in the legal opinion of Cahill, Gordon & Reindel LLP relating
to certain bankruptcy matters delivered on the Closing Date.

     "Standard & Poor's"or "S&P" shall mean Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., and its successors and assigns.

     "Subordinated Note" shall have the meaning specified in Section 3.02(b) of
the Receivables Purchase Agreement.

     "Subsidiary" of a Person shall mean any Person more than 50% of the
outstanding voting interests of which shall at any time be owned or controlled,
directly or indirectly, by such Person or by one or more Subsidiaries of such
Person or any similar business organization which is so owned or controlled.

     "Termination Date" shall mean the earliest of (i) the Business Day
designated by the Transferor to the Purchasers as the Termination Date at any
time following thirty (30) Business Days' written notice to the Purchasers, (ii)
the day upon which a Termination Date is declared or automatically occurs
relating to a Termination Event pursuant to Section 7.02(a) of the Receivables
Transfer Agreement, (iii) two (2) Business Days prior to the Commitment Expiry
Date or (iv) the Purchase Termination Date shall occur with respect to all the
Sellers under the Receivables Purchase Agreement.

     "Termination Event" shall mean an event described in Section 7.01 of the
Receivables Transfer Agreement.

     "Tranche" shall mean a portion of the Net Investment allocated to a Tranche
Period pursuant to Section 2.03 of the Receivables Transfer Agreement.

     "Tranche Period" shall mean a BR Tranche Period or a Eurodollar Tranche
Period, as applicable.




     "Tranche Rate" shall mean the Base Rate or the Eurodollar Rate, as
applicable, plus the Applicable Margin.

     "Transaction Documents" shall mean, collectively, the Receivables Transfer
Agreement, the Receivables Purchase Agreement, the Fee Letter, the Lockbox
Agreements, the Subordinated Note and all of the other instruments, documents,
certificates and other agreements executed and delivered by the Sellers or the
Transferor in connection with any of the foregoing, in each case, as the same
may be amended, restated, supplemented or otherwise modified from time to time.

     "Transfer" shall mean a conveyance, transfer and assignment by the
Transferor to the Purchasers of an undivided percentage ownership interest in
Receivables and Related Security pursuant to, and in accordance with, the
Receivables Transfer Agreement (including, without limitation, as a result of
any reinvestment of Collections in Transferred Interests pursuant to Section
2.02(b) and 2.05 of the Receivables Transfer Agreement).

     "Transfer Certificate" shall have the meaning specified in Section 2.02(a)
of the Receivables Transfer Agreement.

     "Transfer Date" shall mean, with respect to each Transfer, the Business Day
on which such Transfer is made.

     "Transfer Price" shall mean, with respect to any Incremental Transfer, the
amount paid to the Transferor by the Purchasers as described in the applicable
Transfer Certificate. The Transfer Price for any Incremental Transfer shall be
equal to the aggregate Net Investment (including such Incremental Transfer)
minus the aggregate portion of the Net Investment paid in connection with all
prior Transfers.

     "Transferor" shall mean MRFC, Inc., a Delaware corporation, and its
successors and permitted assigns.

     "Transferred Interest" shall mean, on any date of determination, an
undivided percentage ownership interest of the Purchasers in (i) each and every
then outstanding Receivable, (ii) all Related Security with respect to each such
Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds
of the foregoing, which undivided ownership interest shall be equal to the
Percentage Factor at such time, and only at such time (without regard to prior
calculations). The Transferred Interest in each Receivable, together with
Related Security, Collections and Proceeds with respect thereto, shall at all
times be equal to the Transferred Interest in each other Receivable, together
with Related Security, Collections and Proceeds with respect thereto. To the
extent that the Transferred Interest shall decrease as a result of a
recalculation of the Percentage Factor, the Purchasers shall be considered to
have reconveyed to the Transferor an undivided percentage ownership interest in
each Receivable, together with Related Security, Collections and Proceeds with
respect thereto, in an amount equal to such decrease such that, in each case,
the Transferred Interest in each Receivable shall be equal to the Transferred
Interest in each other Receivable.

     "U.S." or "United States" means the United States of America and its
territories.

     "Weekly Settlement Date" shall mean the third Business Day of each calendar
week.