CREDIT AGREEMENT

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OBSIDIAN ENTERPRISES INC | CLASSIC MANUFACTURING ACQUISITION CORP. | NATIONAL CITY BANK OF INDIANA

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Title: CREDIT AGREEMENT
Governing Law: Indiana Date: 5/14/2004
Industry: Constr. - Supplies and Fixtures Sector: Capital Goods

______________________________________________________________________________

CREDIT AGREEMENT

______________________________________________________________________________

by and between

CLASSIC MANUFACTURING ACQUISITION CORP.

and

NATIONAL CITY BANK OF INDIANA

______________________________________________________________________________

Dated as of April 28, 2004

______________________________________________________________________________

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Table of Contents

Page

Article 1. Definitions.....................................................1

Section 1.1 Defined Terms...................................................1

Section 1.2 Rules of Construction...........................................9

Section 1.3 Accounting Terms................................................9

Article 2. Credit..........................................................9

Section 2.1 Commitments.....................................................9

(a) Facility 1 Line of Credit.......................................9

(b) Facility 2 Loan.................................................9

Section 2.2 Interest........................................................9

(a) Facility 1 Line of Credit.......................................9

(b) Facility 2 Loan................................................10

(d) General........................................................10

Section 2.3 Payments of Principal and Interest.............................10

(a) Facility 1 Line of Credit......................................10

(b) Facility 2 Loan................................................10

(d) Method of Payment..............................................10

(e) Banking Day....................................................11

Section 2.4 Prepayment.....................................................11

(a) Facility 1 Line of Credit......................................11

(b) Facility 2 Loan................................................11

(d) General........................................................11

Section 2.5 Use of Proceeds................................................11

(a) Facility 1 Line of Credit......................................11

(b) Facility 2 Loan................................................11

Section 2.6 Fees...........................................................11

(a) Facility Fee...................................................11

(b) Non-Use Fees...................................................11

(d) General........................................................12

Section 2.7 Method of Advance..............................................12

(a) Facility 1 Line of Credit......................................12

(b) General........................................................12

Section 2.8 Taxes..........................................................12

(a) General........................................................12

(b) Tax Indemnity..................................................13

Article 3. Security.......................................................13

Section 3.1 Security.......................................................13

Section 3.2 Additional Collateral/Setoff...................................13

Section 3.3 Guaranties.....................................................13

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Article 4. Representations and Warranties.................................13

Section 4.1 Due Organization...............................................13

Section 4.2 Due Qualification..............................................13

Section 4.3 Corporate Power................................................14

Section 4.4 Corporate Authority............................................14

Section 4.5 Financial Statements...........................................14

Section 4.6 No Material Adverse Change.....................................14

Section 4.7 Subsidiaries...................................................14

Section 4.8 Binding Obligations............................................14

Section 4.9 Marketable Title...............................................14

Section 4.10 Indebtedness..................................................15

Section 4.11 Default.......................................................15

Section 4.12 Tax Returns...................................................15

Section 4.13 Litigation....................................................15

Section 4.14 ERISA.........................................................15

Section 4.15 Full Disclosure...............................................15

Section 4.16 Contracts of Surety...........................................15

Section 4.17 Licenses......................................................15

Section 4.18 Compliance with Law...........................................16

Section 4.19 Force Majeure.................................................16

Section 4.20 Margin Stock..................................................16

Section 4.21 Approvals.....................................................16

Section 4.22 Insolvency....................................................16

Section 4.23 Regulation....................................................16

Section 4.24 Environmental Matters.........................................16

Section 4.25 Conditions Precedent..........................................16

Section 4.26 Acquisition...................................................17

Section 4.27 General.......................................................17

Article 5. Covenants......................................................17

Section 5.1 Negative Covenants.............................................17

(a) Dispose of Property............................................17

(b) Further Encumber...............................................17

(d) Purchase Stock.................................................17

(e) Sell and Leaseback.............................................17

(f) Borrowings.....................................................17

(g) Investment.....................................................17

(h) Guarantees.....................................................17

(i) Change Name or Place of Business..................................18

(j) Special Corporate Transactions....................................18

(k) Accounting Policies............................................18

(l) Change of Business................................................18

(m) Benefit Plans..................................................18

(n) Adversity......................................................18

(o) Dividends......................................................18

(p) Transactions with Shareholders and Affiliates..................18

<PAGE>

(q) Taxes..........................................................18

(r) Management Fees................................................18

(s) Prepayments....................................................18

Section 5.2 Affirmative Covenants..........................................18

(a) Financial Reporting............................................19

(b) Good Standing..................................................20

(d) Maintain Properties............................................21

(e) Insurance......................................................21

(f) Books and Records..............................................21

(g) Reports........................................................21

(h) Licenses.......................................................21

(i) Notice of Material Adverse Change.................................21

(j) Compliance with Law...............................................22

(k) Trade Accounts.................................................22

(l) Use of Proceeds...................................................22

(m) Loan Payments..................................................22

(n) Environmental Matters..........................................22

(o) Banking Relationship...........................................22

(p) Subordinated Debt..............................................22

(q) Classic Merger.................................................22

(r) Cash Collateral Account........................................22

Section 5.3 Financial Covenants............................................23

(a) Leverage Ratio.................................................23

(b) Fixed Charge Coverage Ratio....................................23

Article 6. Conditions Precedent...........................................23

Section 6.1 Conditions to Initial Advance..................................23

(a) Authorization..................................................23

(b) Insurance......................................................23

(d) Incumbency.....................................................23

(e) Legal Matters..................................................23

(f) UCC Searches...................................................23

(g) Opinions of Counsel............................................24

(h) Fees...........................................................24

(i) Regulation U......................................................24

(j) Equity Infusion...................................................24

(k) Opening Balance Sheet..........................................24

(l) No Default........................................................24

(m) Consents.......................................................24

(n) Acquisition Documents..........................................24

(o) Borrowing Availability.........................................24

(p) Landlord Waivers...............................................24

(q) Equipment Appraisal............................................24

(r) Solvency Certificate...........................................24

<PAGE>

(s) Subordination of Management Fees...............................25

(t) Escrow Agreement..................................................25

(u) Classic Merger.................................................25

(v) Additional Documentation.......................................25

Section 6.2 Conditions to Subsequent Advances..............................25

(a) No Default.....................................................25

(b) Representations and Warranties.................................25

(d) Expenses.......................................................25

Section 6.3 General........................................................25

Article 7. Default........................................................25

Article 8. Remedy.........................................................27

Section 8.1 Acceleration...................................................27

Section 8.2 Remedy.........................................................27

Section 8.3 Preservation of Rights.........................................27

Article 9. General Provisions.............................................28

Section 9.1 Benefit of Agreement...........................................28

Section 9.2 Survival of Representations....................................28

Section 9.3 Governmental Regulation........................................28

Section 9.4 Conflict.......................................................28

Section 9.5 Choice of Law..................................................28

Section 9.6 Headings.......................................................28

Section 9.7 Entire Agreement...............................................28

Section 9.8 Expenses.......................................................28

Section 9.9 Indemnification................................................29

Section 9.10 Confidentiality...............................................29

Section 9.11 Giving Notice.................................................29

Section 9.12 Counterparts..................................................29

Section 9.13 Incorporation by Reference....................................29

Section 9.14 Time of Essence...............................................30

Section 9.15 No Joint Venture..............................................30

Section 9.16 Relationship of Parties; Release of Consequential Damages....30

Section 9.17 Severability..................................................30

Section 9.18 Gender........................................................30

Section 9.19 Waiver and Amendment..........................................30

Section 9.20 Additional Amounts Payable....................................30

Section 9.21 Bank Not in Control...........................................31

SECTION 9.22 WAIVER OF JURY TRIAL..........................................31

<PAGE>

Schedule 1........Permitted Encumbrances

Schedule 4.7......Subsidiaries

Schedule 4.10.....Indebtedness

Schedule 4.13.....Litigation

Exhibit A.........Facility 1 Credit Note

Exhibit B.........Facility 2 Note

Exhibit C.........Facility 3 Note

Exhibit D.........General Security Agreement

Exhibit E.........Parent Guaranty

Exhibit F-1.......Limited Guaranty

Exhibit F-2.......Unlimited Guaranty

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of April 28, 2004, is by and between

CLASSIC MANUFACTURING ACQUISITION CORP. (the "Borrower") and NATIONAL CITY BANK

OF INDIANA (the "Bank"). The parties agree as follows:

ARTICLE 1. DEFINITIONS

Section 1.1 Defined Terms. As used herein:

"Accounts", "Chattel Paper", "Deposit Accounts", "Documents", "Equipment",

"Fixtures", "General Intangibles", "Goods", "Intellectual Property",

"Instruments", "Investment Property", "Inventory" and "Proceeds" shall have the

meanings ascribed in the Security Agreement.

"Acquisition" means the acquisition by Borrower of all the capital stock of

the Target as provided in the Acquisition Documents.

"Acquisition Documents" means the Stock Purchase Agreement dated as of

April ___, 2004, among Bradley J. Baker and Wade Wolf, as sellers, and Borrower

and all other documents ancillary thereto related to the Acquisition.

"Advance" means a disbursement of proceeds of the Facilities.

"Affiliate" means, with respect to any Person, any other Person (a)

directly or indirectly through one or more intermediaries, controlling,

controlled by, or under common control with, such Person, or (b) that directly

or indirectly owns more than Ten Percent (10%) of any class of the voting

securities or capital stock of or equity interests in such Person. A Person

shall be deemed to control another Person if such Person possesses, directly or

indirectly, the power to direct or cause the direction of the management and

policies of such other Person, whether through the ownership of voting

securities, by contract or otherwise.

"Agreement" means this Credit Agreement, as amended from time to time.

"Bank" means National City Bank of Indiana, a national banking association,

its successors and assigns.

"Banking Day" means a day on which the principal domestic office of Bank is

open for the purpose of conducting substantially all of its business activities.

"Borrower" means, prior to the Classic Merger, Classic Manufacturing

Acquisition Corp., an Indiana corporation and, as of the Classic Merger, Classic

Manufacturing, Inc., a Michigan corporation and successor by merger to Classic

Manufacturing Acquisition Corp.

"Borrowing Base" means, on any date of determination, an amount equal to

(a) Eighty-Five Percent (85%) of the aggregate value of Borrower's Eligible

Accounts, plus (b) the lesser of (i) Sixty Percent (60%) of all outstanding

Facility 1 Line of Credit Advances, (ii) Five Hundred Thousand Dollars

($500,000), or (iii) the sum of (A) Sixty Percent (60%) of the aggregate value

of Borrower's finished goods and raw materials Eligible Inventory, plus (B) the

lesser of (1) Sixty Percent (60%) of the Borrower's work-in-process Eligible

Inventory, or (2) Ninety Thousand Dollars ($90,000), minus (c) Inventory

Reserves.

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"Capitalized Expenditures" means, without duplication, any expenditures for

any purchase or other acquisition of any asset which would be classified as a

fixed or capital asset on a balance sheet of Borrower prepared in accordance

with GAAP.

"Capitalized Lease" means any lease of property which would be capitalized

on a financial statement of a Person prepared in accordance with GAAP.

"Capitalized Lease Obligations" means the amount of the obligations of a

Person under Capitalized Leases which are shown as liabilities on a balance

sheet of such Person prepared in accordance with GAAP.

"CERCLA" means the Comprehensive Environmental Response, Compensation and

Liability Act of 1980, as amended.

"CERCLIS" means the Comprehensive Environmental Response Compensation

Liability Information System List under CERCLA.

"Change in Control" means as to any Person, and shall be deemed to have

occurred if, (a) any other Person or group of other Persons acting in concert

(other than current shareholders of the subject Person as of the date of this

Agreement) shall have acquired beneficial ownership of shares representing more

than Twenty Percent (20%) of the combined voting power represented by the

outstanding voting shares of the subject Person (within the meaning of Section

13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, and the

applicable rules and regulations thereunder), or (b) during any period of twelve

(12) consecutive months, commencing before or after the date of this Agreement,

individuals who on the first day of such period were directors of the subject

Person (together with any replacement or additional directors who were nominated

or elected by a majority of directors then in office) cease to constitute a

majority of the Board of Directors of the subject Person.

"Classic Merger" means the merger of Borrower into the Target immediately

following the Acquisition.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or

otherwise modified from time to time.

"Compliance Certificate" means a Compliance Certificate, in the form

prescribed by Bank, duly executed by the chief executive or chief financial

officer of Borrower.

"Default" means any of the events specified in Article 7 hereof.

"Eligible Accounts" means, on any date of determination, all Accounts then

owned by Borrower, which conform with the representations and warranties set

forth in the Security Agreement and which is not subject to any prior Lien,

except (a) Accounts outstanding more than ninety (90) days from the date of

invoice; (b) all Accounts of any account debtor if Twenty-Five Percent (25%) or

more of the amount owing by such account debtor is more than sixty (60) days

past due from the date of invoice; (c) all Accounts of the account debtor which

Bank reasonably deems unacceptable because of the credit-worthiness of the

account debtor; (d) Accounts of account debtors who are also creditors of

Borrower to the extent of the amount owed by Borrower to such account debtors;

(e) Accounts owned by account debtors who are Affiliates of Borrower; (f)

Accounts for uncompleted sales, including pre-billings, consignment sales, and

guaranteed sales and Accounts for demonstrator units; (g) progress billings

other than a portion of a sale pursuant to a purchase order which has been

shipped and has been recorded as

<PAGE>

an Account; (h) Accounts of account debtors who are Governmental Authorities,

unless proper assignments to Bank have been completed; (i) Accounts of account

debtors who are non-residents of the United States; (j) Accounts not denominated

in U.S. Dollars; (k) Accounts to such extent such Accounts are subject to known

payments, adjustments or credits; and (l) Accounts, or any portion thereof,

which are considered uncollectible for any reason, including, without

limitation, Inventory returned, rejected, repossessed, lost or damaged.

"Eligible Inventory" means, on any date of determination, that portion of

Inventory owned by Borrower consisting of finished goods, work-in-process and

raw materials (i) on which Bank has a first (1st) and prior lien, (ii) which

conforms with the representations and warranties set forth in the Security

Agreement, (iii) which is not obsolete or slow moving, (iv) which is not in

transit, (v) which is not placed on consignment, (vi) which is not stored with

any bailee, warehouseman or other party unless subject to a lien waiver in favor

of Bank, and (vii) which Bank has not otherwise reasonably determined

unacceptable.

"Environmental Laws" means all provisions of laws, statutes, ordinances,

rules, regulations, permits, licenses, judgments, writs, injunctions, decrees,

orders, awards and standards promulgated by any Governmental Authority

concerning the protection of, or regulation of the discharge of substances into,

the environment or concerning the health or safety of persons with respect to

environmental hazards, and includes, without limitation, the Hazardous Materials

Transportation Act, 42 U.S.C. ss.1801 et seq., the Comprehensive Environmental

Response, Compensation and Liability Act of 1980, as amended by the Superfund

Amendments and Reauthorization Act of 1986, 42 U.S.C. ss.ss.9601 et seq., the

Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery

Act of 1976 and the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C.

ss.ss.6901 et seq., the Federal Water Pollution Control Act, as amended by the

Clean Water Act of 1977, 33 U.S.C. ss.ss.1251 et seq., the Clean Air Act of

1966, as amended, 42 U.S.C. ss.ss.7401 et seq., the Toxic Substances Control Act

of 1976, 15 U.S.C. ss.ss.2601 et seq., the Federal Insecticide, Fungicide, and

Rodenticide Act, 7 U.S.C. ss.7401 et seq., the Occupational Safety and Health

Act of 1970, as amended, 29 U.S.C. ss.ss.651 et seq., the Emergency Planning and

Community Right-to-Know Act of 1986, 42 U.S.C. ss.ss.11001 et seq., the National

Environmental Policy Act of 1975, 42 U.S.C. ss.ss.4321 et seq., the Safe

Drinking Water Act of 1974, as amended, 42 U.S.C. ss.ss.300(f) et seq., and any

similar or implementing state law, and all amendments, rules, and regulations

promulgated thereunder.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended from time-to-time.

"ERISA Affiliate" means any trade or business, whether or not incorporated,

which together with the subject Person would be treated as a single employer

under ERISA.

"Escrow Agent" means National City Bank of Indiana, as escrow agent.

"Escrow Agreement" means the Escrow Agreement, in the form approved by

Bank, providing for the escrow of the initial Advance of the Facilities until

such time (but not exceeding the next Banking Day after funding) as satisfactory

evidence has been furnished to Bank that the Classic Merger has been completed

in accordance with applicable law.

"Excess Cash Flow" means, for each fiscal year of Borrower, the sum of (a)

net income, plus (b) depreciation and amortization, minus (c) Unfunded Capital

Expenditures, minus (d)

<PAGE>

principal payments paid in respect of long-term Indebtedness (excluding the

principal reduction on the Facility 3 Loan due on May 15 of each year with

respect to Excess Cash Flow).

"Facilities" means the Facility 1 Line of Credit, the Facility 2 Loan, the

Facility 3 Loan, and any other credit facility provided by Bank from time to

time pursuant to this Agreement.

"Facility 1 Line of Credit" means the secured revolving line of credit in

the maximum principal amount of One Million Dollars ($1,000,000), governed by

this Agreement, including any renewal or extension thereof.

"Facility 1 Credit Note" means the Facility 1 Credit Note, in substantially

the form of Exhibit A hereto, duly executed by Borrower to Bank to evidence the

Facility 1 Line of Credit, including any amendment, modification, renewal,

extension or replacement thereof.

"Facility 1 Maturity Date" means May 1, 2006.

"Facility 2 Loan" means the secured 5-year term loan in the principal

amount of One Hundred Five Thousand Dollars ($105,000), governed by this

Agreement, including any renewal or extension thereof.

"Facility 2 Note" means the Facility 2 Term Note, in substantially the form

of Exhibit B hereto, duly executed by Borrower to Bank to evidence the Facility

2 Loan, including any amendment, modification, renewal, extension or replacement

thereof.

"Facility 3 Loan" means the secured 3-year term loan in the principal

amount of Eight Hundred Twenty-Nine Thousand Dollars ($829,000), governed by

this Agreement, including any renewal or extension thereof.

"Facility 3 Note" means the Facility 3 Term Note, in substantially the form

of Exhibit C hereto, duly executed by Borrower to Bank to evidence the Facility

3 Loan, including any amendment, modification, renewal, extension or replacement

thereof.

"Financial Contract" of a Person means (a) any exchange-traded or

over-the-counter futures, forward, swap or option contract or other financial

instrument with similar characteristics, (b) any agreements, devices or

arrangements providing for payments related to fluctuations of interest rates,

exchange rates or forward rates, including, but not limited to, interest rate

exchange agreements, forward currency exchange agreements, interest rate cap or

collar protection agreements, forward rate currency or interest rate options, or

Agreement.

"Financial Statements" means, as the context may require, (a) the financial

statements of the Target as of March 31, 2004, and/or (b) the similar financial

statements of Borrower furnished from time to time pursuant to Section 5.2(a)

hereof; in all cases together with any accompanying notes or other disclosures

to such financial statements, and any other documents or data furnished to Bank

in connection therewith.

"Fixed Charge Coverage Ratio" means, with respect to each calendar month

end, the ratio of (a) the sum of (i) net income, plus (ii) interest expense

paid, plus (iii) to the extent deducted in determining net income, depreciation

and amortization, minus (iv) Unfunded Capital Expenditures, minus (v) dividends

and other distributions in respect of stock paid or payable, to (b) the sum of

(i) interest expense paid, plus (ii) principal payments due and/or paid in

respect of long-term Indebtedness; in each instance determined for the trailing

twelve (12) month ending on the date of determination, provided, that until

April 30, 2005, each item shall be

<PAGE>

determined only for the monthly periods ending after the date hereof on a

cumulative basis. The Fixed Charge Coverage Ratio shall be determined from the

Financial Statements.

"GAAP" means generally accepted accounting principles in the United States

of America in effect from time to time as promulgated by the Financial

Accounting Standards Board and recognized and interpreted by the American

Institute of Certified Public Accountants.

"Governmental Authority" means any nation or government, any state or other

political subdivision thereof, and any entity exercising executive, legislative,

judicial, regulatory or administrative functions of or pertaining to any

government, including, without limiting the generality of the foregoing, any

agency, body, commission, court or department thereof whether federal, state,

local or foreign.

"Guaranties" means, collectively, the Individual Guaranty, the Individual

Unlimited Guaranty, and the Parent Guaranty.

"Guarantors" means the Individual Guarantor and the Parent Guarantor.

"Hazardous Materials" mean (a) any "hazardous substance," as defined by

CERCLA, (b) any "hazardous waste," as defined by the Resource Conservation and

Recovery Act, as amended, (c) any petroleum product, or (d) any pollutant or

contaminant or hazardous, dangerous or toxic chemical, material or substance

within the meaning of any other federal, state or local law, regulation,

ordinance or requirement (including consent decrees and administrative orders)

relating to, or imposing liability or standards of conduct concerning, any

hazardous, toxic or dangerous waste, substance or material, all as amended or

hereafter amended.

"Indebtedness" of a Person means such Person's (a) obligations for borrowed

money, (b) obligations representing the deferred purchase price of Property or

services (other than payable arising in the ordinary course of such Person's

business payable on terms customary in the trade), (c) obligations, whether or

not assumed, secured by any Lien upon or in Property owned by the subject Person

or payable out of the proceeds or production from Property now or hereafter

owned or acquired by such Person, (d) obligations which are evidenced by notes,

acceptances, or other instruments, (e) Capitalized Lease Obligations, (f)

indebtedness or other obligations of any other Person for borrowed money or for

the deferred purchase price of property or services, the payment or collection

of which the subject Person has guaranteed (except by reason of endorsement for

collection in the ordinary course of business) or in respect of which the

subject Person is liable, contingently or otherwise, including, without

limitation, liability by way of agreement to purchase, to provide funds for

payment, to supply funds to or otherwise to invest in such other Person, or

otherwise to assure a creditor against loss, (g) reimbursement or other

obligations in connection with letters of credit, (h) obligations in connection

with Sale and Leaseback Transactions, (i) any Net Mark-To-Market Exposure of

Rate Hedging Agreements or other Financial Contracts, and (j) any other

transaction which is the functional equivalent of, or takes the place of

borrowing, but which would not constitute a liability on a balance sheet of such

Person prepared in accordance with GAAP.

"Individual Guarantor" means Timothy Durham.

"Individual Guaranty" means the Limited Guaranty, in substantially the form

of Exhibit F-1, duly executed by the Individual Guarantor in favor of Bank, as

amended, modified, reaffirmed or replaced from time to time.

<PAGE>

"Individual Unlimited Guaranty" means the Unlimited Guaranty, in

substantially the form of Exhibit F-2, duly executed by the Individual Guarantor

in favor of Bank, as amended, modified, reaffirmed or replaced from time to

time.

"Inventory Reserves" means any and all reserves which Bank, in its sole

discretion, determines that Borrower must maintain in connection with contingent

Inventory repurchase liabilities owed by Borrower to dealer floor plan lenders.

"Investment" of a Person means any loan, advance (other than commission,

travel and similar advances to officers and employees made in the ordinary

course of business), extension of credit (other than accounts receivable arising

in the ordinary course of business on terms customary in trade) or contribution

of capital by such Person; stocks, bonds, mutual funds, partnership interests,

limited liability company ownership interests, notes, debentures or other

securities owned by such Person; any deposit accounts and certificate of deposit

owned by such Person; and structured notes, derivative financial instruments and

other similar instruments or contracts owned by such Person.

"Leverage Ratio" means, on any date of determination, Borrower's ratio of

(a) total liabilities, to (b) total shareholder equity. The Leverage Ratio shall

be determined in accordance with GAAP from the Financial Statements.

"Lien" means any lien (statutory or other), security interest, mortgage,

pledge, hypothecation, assignment for the purpose of security, deposit

arrangement for the purpose of security, encumbrance or preference, priority or

other security agreement of any kind or nature whatsoever (including, without

limitation, the interest of a vendor or lessor under any conditional sale,

Capitalized Lease or other title retention agreement).

"Loan Documents" means this Agreement, the Notes, the Security Agreement,

the Guaranties, the Pledge Agreement, the Maintenance Agreement, any UCC

Financing Statements and all other documents executed and delivered by Borrower

to govern, evidence or secure the Facilities.

"Loss" shall have the meaning ascribed in Section 9.9 hereof.

"Maintenance Agreement" means the Maintenance Agreement, in the form

prescribed by Bank, duly executed by the Parent Guarantor for the benefit of

Bank and Borrower.

"Material Adverse Effect" means any event, circumstance or condition that

could reasonably be expected to have a material adverse effect on (a) the

business, operations, financial condition, Properties or prospects of Borrower

or its Subsidiaries, (b) the ability of Borrower to perform the Obligations, (c)

the validity or enforceability of any of the Loan Documents, or any material

provision thereof or any material transaction contemplated thereby, or (d) the

rights and remedies of Bank under any of the Loan Documents.

"Minimum Liquidity" means, on any date of determination, an amount equal to

the sum of (a) Borrower's cash, plus (b) Eligible Accounts, plus (c) Eligible

Inventory, minus (d) Borrower's accounts payable, minus (e) the outstanding

Facility 1 Line of Credit Advances, minus (f) Borrower's accrued expenses.

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

"Net Mark-to-Market Exposure" of a Person means, as of any date of

determination, the excess (if any) of all unrealized losses over all unrealized

profits of such Person arising from

<PAGE>

Rate Hedging Agreements, where "unrealized losses" means the fair market value

of the cost to such Person of replacing such Rate Hedging Agreement as of the

date of determination (assuming the Rate Hedging Agreement were to be terminated

as of that date), and "unrealized profits" means the fair market value of the

gain to such Person of replacing such Rate Hedging Agreement as of the date of

determination (assuming such Rate Hedging Agreement were to be terminated as of

that date).

"Notes" means, collectively, the Facility 1 Credit Note, the Facility 2

Note, the Facility 3 Note and any subsequent notes issued by Borrower in favor

of Bank under this Agreement.

"Obligations" means all unpaid principal and accrued and unpaid interest on

the Notes, all accrued and unpaid fees hereunder, obligations of Borrower to

Bank or an affiliate of Bank in respect of any Rate Hedging Obligations, and all

other obligations, indemnities and liabilities of Borrower to Bank of every type

and description, direct or indirect, joint, several or joint and several,

absolute or contingent, whether or not arising in connection with the

Facilities, due or to become due, now existing or hereafter arising and whether

or not contemplated by Borrower or Bank as of the date hereof, including,

without limitation, any Advances pursuant to any amendment of this Agreement,

all reasonable costs of collection and enforcement of any and all thereof,

including reasonable attorney fees.

"Parent Guarantor" means Obsidian Enterprises, Inc.

"Parent Guaranty" means the Guaranty, in substantially the form of Exhibit

E, duly executed by the Parent Guarantor in favor of Bank, as amended, modified,

reaffirmed or replaced from time to time.

"PBGC" means the Pension Benefit Guaranty Corporation established pursuant

to ERISA, or any successor entity.

"Permitted Encumbrances" means (a) Liens for taxes or assessments which are

not yet due, Liens for taxes or assessments or Liens of judgments which are

being contested, appealed or reviewed in good faith by appropriate proceedings

which prevent foreclosure of any such Lien or levy of execution thereunder and

against which Liens, if any, adequate insurance or reserves have been provided;

(b) pledges or deposits to secure payment of workers' compensation obligations

and deposits or indemnities to secure public or statutory obligations or for

similar purposes; (c) those minor defects which in the opinion of Bank's counsel

do not materially affect title to the collateral for the Obligations; (d) Liens

in favor of Bank; (e) Liens imposed by law, such as carrier's, warehousemen's

and mechanic's liens and other similar Liens arising in the ordinary course of

business which secure payment of obligations not more than sixty (60) days past

due; (f) utility easements, building restrictions, zoning ordinances and such

other encumbrances or charges against real Property as are of a nature generally

existing with respect to real Properties of a similar character and which do not

in any material way affect the marketability of the same or interfere with the

use thereof in the business of Borrower; (g) purchase money security interests

and Liens encumbering Property purchased by Borrower encumbering only such

purchased Property and securing Indebtedness not exceeding Fifty Thousand

Dollars ($50,000) outstanding at any time; and (h) those further encumbrances

(if any) shown on Schedule 1 attached hereto.

"Person" means and includes an individual, a partnership, a joint venture,

a corporation, a limited liability company, a trust, an unincorporated

association and a Governmental Authority.

<PAGE>

"Plan" means an employee pension benefit plan which is covered by Title IV

of ERISA or subject to the minimum funding standards under Section 412 of the

Code as to which a Borrower may have any liability.

"Pledge Agreement" means the Stock Pledge Agreement, in the form prescribed

by Bank, duly executed by the Parent Guarantor to Bank pursuant to Section

3.1(c) hereof to secure the Obligations, including any amendment or modification

thereof

"Prime Rate" means the fluctuating rate per annum which is publicly

announced from time to time by Bank as being its so-called "prime rate" or "base

rate" thereafter in effect, with each change in the Prime Rate automatically,

immediately, and without notice changing the Prime Rate thereafter applicable

hereunder, it being acknowledged that the Prime Rate is not necessarily the

lowest rate of interest then available from Bank on fluctuating-rate loans.

"Property" of a Person means any and all property, whether real, personal,

tangible, intangible, or mixed, of such Person, or other assets owned, leased or

operated by such Person.

"Qualified Investments" means (a) short term obligations of, or fully

guaranteed by, the United States of America, (b) commercial paper rated A-1 or

better by Standard & Poor's Corporation or P-1 or better by Moody's Investor's

Service, Inc., (c) demand deposit accounts maintained in the ordinary course of

business, and (d) certificates of deposit issued by commercial banks having

capital and surplus in excess of One Hundred Million Dollars ($100,000,000).

"Rate Hedging Agreement" means an agreement, device or arrangement

providing for payments which are related to fluctuations of interest rates,

exchange rates or forward rates, including, but not limited to,

dollar-denominated or cross-currency interest rate exchange agreements, forward

currency exchange agreements, interest rate cap or collar protection agreements,

forward rate currency or interest rate options, puts and warrants.

"Rate Hedging Obligations" of a Person means any and all obligations of

such Person, whether absolute or contingent and howsoever and whensoever

created, arising, evidenced or acquired (including all renewals, extensions and

modifications thereof and substitutions therefor), under (a) any and all Rate

Hedging Agreements, and (b) any and all cancellations, buy backs, reversals,

terminations or assignments of any Rate Hedging Agreement.

"Sale and Leaseback Transaction" means any sale or other transfer of any

property by any Person with the intent to lease such property as lessee.

"Security Agreement" means the General Security Agreement, in substantially

the form of Exhibit D hereto, duly executed by Borrower in favor of Bank to

secure the Obligations, including any amendment or modification thereof.

"Subordinated Debt" means Indebtedness of Borrower that is subordinated in

writing to the full, final and irrevocable payment of the Obligations, in form

and substance acceptable to Bank.

"Subordination Agreement" means each Subordination Agreement executed by a

holder of Subordinated Debt, in the form prescribed by Bank, including any

amendment or modification thereof.

"Subsidiaries" means, as to any Person, (a) a corporation of which shares

of stock or other ownership interests having ordinary voting power (other than

stock or other ownership

<PAGE>

interests having such power only by reason of the happening of a contingency) to

elect a majority of the Board of Directors or other managers of such corporation

are at the time owned, or the management of which is otherwise controlled,

directly or indirectly through one or more intermediaries, or both, by such

Person, and (b) any partnership, association, joint venture or other entity in

which such Person and/or one or more Subsidiaries of such Person has more than a

Fifty Percent (50%) equity interest.

"Target" means Classic Manufacturing, Inc., a Michigan corporation.

"Taxes" shall have the meaning ascribed in Section 2.8 hereof.

"Unfunded Capital Expenditures" means capital expenditures not funded by

long term Indebtedness, as shown on the balance sheet furnished to Bank from

time to time pursuant to Section 5.2(a) hereof.

"Unmatured Default" means any event which with notice, or lapse of time, or

both, would constitute a Default.

Section 1.2 Rules of Construction. The foregoing definitions shall be

equally applicable to both the singular and plural forms of the defined terms.

Use of the terms "herein" "hereof", and "hereunder" shall be deemed references

to this Agreement in its entirety and not to the Section clause in which such

term appears.

Section 1.3 Accounting Terms. All accounting terms not specifically defined

herein shall be construed in accordance with GAAP consistent with those applied

in the preparation of the Financial Statements.

ARTICLE 2. CREDIT

Section 2.1 Commitments.

(a) Facility 1 Line of Credit. Subject to the terms and conditions of

this Agreement, Bank shall make Advances under the Facility 1 Line of

Credit available to Borrower in a maximum principal amount equal to the

lesser of (a) One Million Dollars ($1,000,000), or (b) the Borrowing Base.

Advances under the Facility 1 Line of Credit shall be evidenced by the

Facility 1 Credit Note.

(b) Facility 2 Loan. Subject to the terms and conditions of this

Agreement, Bank shall make the Facility 2 Loan to Borrower in the maximum

principal amount of One Hundred Five Thousand Dollars ($105,000). The

Facility 2 Loan shall be evidenced by the Facility 2 Note.

Agreement, Bank shall make the Facility 3 Loan to Borrower in the maximum

principal amount of Eight Hundred Twenty-Nine Thousand Dollars ($829,000).

The Facility 3 Loan shall be evidenced by the Facility 3 Note.

Section 2.2 Interest.

(a) Facility 1 Line of Credit. Prior to maturity or Default, the

outstanding principal balance of the Facility 1 Line of Credit shall bear

interest at a per annum rate equal to the Prime Rate plus One-Half Percent

(0.5%).

<PAGE>

(b) Facility 2 Loan. Prior to maturity or Default, the outstanding

principal balance under the Facility 2 Loan shall bear interest at a per

annum rate equal to the Prime Rate plus One-Half Percent (0.5%).

principal balance under the Facility 3 Loan shall bear interest at a per

annum rate equal to the Prime Rate plus One Percent (1.0%).

(d) General. Interest shall be due and payable for the exact number of

days principal is outstanding and shall be calculated on the basis of a

three hundred sixty (360) day year. After the maturity of any Facility,

whether by acceleration or otherwise, and while and so long as there shall

exist any uncured Default, the Facilities shall bear interest at a per

annum rate equal to Two Percent (2%) above the otherwise applicable rates.

Section 2.3 Payments of Principal and Interest.

(a) Facility 1 Line of Credit. Interest only on the outstanding

balance of Advances under the Facility 1 Line of Credit from time to time

throughout the term of the Facility 1 Line of Credit shall be due and

payable on the first (1st) day of each calendar month. From time to time,

Borrower shall make principal payments in an amount sufficient so that the

outstanding Facility 1 Credit Advances shall not exceed the Borrowing Base.

The entire principal balance of Advances under the Facility 1 Line of

Credit, together with all accrued and unpaid interest thereon, and all fees

and charges payable in connection therewith, shall be due and payable on

the Facility 1 Maturity Date.

(b) Facility 2 Loan. Interest on the outstanding balance under the

Facility 2 Loan from time to time shall be due and payable on the first

(1st) day of each calendar month. Commencing on June 1, 2004, and

continuing on the first day of each month thereafter, Borrower shall pay,

in addition to any required interest payments, monthly installments of

principal in an amount equal to One Thousand Seven Hundred Fifty Dollars

($1,750). A final installment representing the entire unpaid principal

balance of the Facility 2 Loan, and all accrued and unpaid interest thereon

and all fees and charges in connection therewith, shall be due and payable

May 1, 2009.

Facility 3 Loan from time to time shall be due and payable on the first

(1st) day of each calendar month. Commencing on June 1, 2004, and

continuing on the first day of each month thereafter, Borrower shall pay,

in addition to any required interest payments, monthly installments of

principal in an amount equal to Twenty-Three Thousand Twenty-Eight Dollars

($23,028). In addition, Borrower shall make an additional principal

reduction of the Facility 3 Loan on May 15 of each year equal to Fifty

Percent (50%) of Excess Cash Flow. A final installment representing the

entire unpaid principal balance of the Facility 3 Loan, and all accrued and

unpaid interest thereon and all fees and charges in connection therewith,

shall be due and payable May 1, 2007.

(d) Method of Payment. All payments of principal and interest

hereunder shall be made in immediately available funds to Bank at Bank's

address set forth on the signature page hereof or at any other place

specified in writing by Bank to Borrower, by

<PAGE>

Noon (Indianapolis time) on the date when due. Bank is authorized to charge

the account of Borrower for each payment of principal, interest and/or fees

as it becomes due.

(e) Banking Day. If any installment of principal or interest provided

herein becomes due and payable on a date other than a Banking Day, the

maturity of the installment of principal or interest shall be extended to

the next succeeding Banking Day, and interest shall be payable during such

extension of maturity.

Section 2.4 Prepayment.

(a) Facility 1 Line of Credit. Subject to the provisions of this

Agreement, Borrower may borrow, pay, reborrow and repay the available

principal amount of the Facility 1 Line of Credit at any time, and from

time to time, without premium or penalty.

(b) Facility 2 Loan. Borrower may prepay the outstanding principal

balance of the Facility 2 Loan in whole or in part, at any time and from

time to time. Amounts prepaid may not be reborrowed. Partial prepayments of

principal in respect of the Facility 2 Loan shall be credited against

regular monthly installments of principal in the inverse order of their

maturities and shall not otherwise affect the next regularly scheduled

principal payment thereunder.

balance of the Facility 3 Loan in whole or in part, at any time and from

time to time. Amounts prepaid may not be reborrowed. Partial prepayments of

principal in respect of the Facility 3 Loan shall be credited against

regular monthly installments of principal in the inverse order of their

maturities and shall not otherwise affect the next regularly scheduled

principal payment thereunder.

(d) General. Unless otherwise specifically designated by Borrower or

otherwise provided in the Loan Documents, all partial principal prepayments

shall be first applied to the outstanding principal balance of Advances

under the Facility 1 Line of Credit and then, at Bank's discretion, to the

outstanding principal balance of the other Facilities.

Section 2.5 Use of Proceeds.

(a) Facility 1 Line of Credit. The proceeds of Advances under the

Facility 1 Line of Credit shall be used for general working capital

purposes of Borrower and to finance the Acquisition pursuant to the

Acquisition Documents.

(b) Facility 2 Loan. The proceeds of the Facility 2 Loan shall be used

to finance the Acquisition pursuant to the Acquisition Documents

Section 2.6 Fees.

(a) Facility Fee. Borrower shall pay to Bank a non-refundable facility

fee equal to Nineteen Thousand Three Hundred Forty Dollars ($19,340).

(b) Non-Use Fees. Borrower shall pay to Bank a non-use fee equal to

the One-Half Percent (0.5%) per annum on the average daily unborrowed

portion of the Facility 1 Line of Credit, which fees shall be due and

payable monthly in arrears, on the first day of each calendar month and

shall be due and payable upon termination of this Agreement.

<PAGE>

Such non-use fees shall be calculated on the basis of the actual number of

days elapsed and a three hundred sixty (360) day year.

field audit expenses required by Section 9.8 hereof.

(d) General. The compensation provided in this Section 2.6 shall be in

consideration of the services of Bank in connection with the Facilities and

shall be in addition to any other fee, charge, payment or expense required

to be borne by Borrower under the Loan Documents.

Section 2.7 Method of Advance.

(a) Facility 1 Line of Credit. As Borrower desires to obtain Advances

under Facility 1 Line of Credit hereunder, Borrower shall give Bank

irrevocable written notice of Borrower's intention to borrow by not later

than 11:00 a.m. (Indianapolis time), on the proposed Banking Day of

borrowing. Each request for an Advance shall in and of itself constitute a

representation and warranty that the conditions precedent to such Advance

as set forth in Section 6.2 hereof have been satisfied and that no Default

or Unmatured Default has occurred and is continuing or would result from

the making of the requested Advance. Borrower hereby authorizes the

disbursement of each Advance under the Facility 1 Line of Credit by deposit

to the account of Borrower with Bank.

(b) General. All Advances by Bank under the Facilities and payments by

Borrower on the Facilities shall be recorded by Bank on its books and

records, and the principal amount outstanding from time to time, plus

interest payable thereon, shall be determined from the books and records of

Bank. The books and records of Bank shall be presumed prima facie correct

as to such matters.

contrary, Bank shall fund the initial Advance under the Facilities to the

Escrow Agent to be held pursuant to the Escrow Agreement.

Section 2.8 Taxes.

(a) General. All payments by Borrower under this Agreement or the

Notes shall be made free and clear of, and without deduction or withholding

for, any present or future income, stamp or other taxes, levies, duties,

imposts, charges or fees or any related penalties, interest or other

liabilities ("Taxes"). If any Taxes are required to be deducted or withheld

from any amount payable to Bank under this Agreement or the Notes, Borrower

shall pay additional amounts so that the amount received by Bank after the

deduction of such Taxes (including Taxes on such additional amounts) equals

the amount that Bank would have received if no Taxes had been deducted.

Borrower shall pay to the appropriate taxing authority all Taxes required

to be deducted or withheld. Within thirty (30) days after paying any such

Taxes, Borrower shall deliver to Bank the original or a certified copy of

the receipt for such payment. Borrower shall not be required to pay

additional amounts to Bank on account of any Taxes, including, but not

limited to, income taxes, imposed solely by reason of a present or past

connection between Bank and the jurisdiction imposing such Taxes (except a

connection arising solely from the execution, delivery, performance,

enforcement of or the receipt of payments under this Agreement or the

Notes).

<PAGE>

(b) Tax Indemnity. Borrower shall indemnify Bank against any Taxes

imposed on (and any related expenses reasonably incurred by) Bank on

account of the execution, delivery, performance or enforcement of or the

receipt of payments under this Agreement or the Notes other than Taxes

imposed solely by reason of the cause specified in the last sentence of

Section 2.8(a) hereof. Borrower also shall pay and indemnify Bank against

any stamp or other documentary, excise or property taxes or similar levies,

imposts, or charges (or any related liability) arising from the execution,

delivery, registration, performance or enforcement of this Agreement or the

Notes.

ARTICLE 3. SECURITY

Section 3.1 Security. The Obligations shall be secured by the following:

(a) the Security Agreement constituting a first priority security

interest in all Accounts, Inventory, Equipment, General Intangibles,

Chattel Paper, Fixtures, Goods, Intellectual Property, Deposit Accounts,

Instruments, Investment Property, Documents and all other personal property

of Borrower now owned or hereafter acquired and all Proceeds thereof;

(b) such other security interests as may be described in the Loan

Documents; and

Parent Guarantor of all capital stock in Borrower.

Section 3.2 Additional Collateral/Setoff. Borrower hereby grants to Bank

(and any participant of the Facilities), as additional security for the

Obligations, a continuing lien upon all monies, securities and other property of

Borrower now or hereafter held or received by, or in transit to, Bank from or

for Borrower. Bank (and any such participant of the Facilities) is authorized at

any time and from time to time, without notice to Borrower, and shall have the

right to setoff, appropriate and apply its own debt or liability to Borrower, or

to any other Person liable for the Obligations, in whole or partial payment of

any Obligation in such order or manner as Bank may reasonably determine, without

any requirements of mutual maturity.

Section 3.3 Guaranties. The Obligations of Borrower shall be

unconditionally, jointly and severally, guaranteed by the Individual Guarantor

pursuant to the Individual Guaranty and the Individual Unlimited Guaranty and by

the Parent Guarantor pursuant to the Parent Guaranty. The Bank agrees to release

the Individual Unlimited Guaranty at the time Classic Merger has been completed.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

Borrower represents, covenants and warrants to Bank as follows:

Section 4.1 Due Organization. Borrower and each Subsidiary is a corporation

duly organized, validly existing and, if applicable, in good standing under and

by virtue of the laws of its state of organization.

Section 4.2 Due Qualification. Borrower and each Subsidiary is qualified,

in good standing and authorized to do business as a foreign corporation in such

other states wherein the failure to so qualify would have a Material Adverse

Effect.

<PAGE>

Section 4.3 Corporate Power. Borrower and each Subsidiary possess the

requisite power to enter into the Loan Documents and the Acquisition Documents,

as applicable, to borrow thereunder, to execute and deliver the Loan Documents

and the Acquisition Documents and to perform its obligations thereunder.

Section 4.4 Corporate Authority. Borrower and each Subsidiary has taken the

necessary corporate action to authorize the execution and delivery of the Loan

Documents, the Acquisition Documents and the Classic Merger, as applicable, and

the borrowings under the Loan Documents and the granting of the security

interests therein, and none of the provisions of the Loan Documents, the

Acquisition Documents or the Classic Merger violate, breach, contravene,

conflict with, or cause a default under any provision of the articles of

incorporation or code of by-laws of Borrower or such Subsidiary or any provision

of any existing note, bond, mortgage, debenture, indenture, trust, license,

lease, instrument, decree, order, judgment, or agreement to which Borrower or

such Subsidiary is a party or by which it or its assets may be bound or

affected.

Section 4.5 Financial Statements. The Financial Statements were prepared in

accordance with GAAP consistent with prior years, unless specifically otherwise

noted thereon, and fairly present the financial condition of the Target as of

the date thereof and the results of its operations for the period then ended,

and, to the knowledge of Borrower, no material adverse change in the financial

condition of the Target has occurred since the date of the Financial Statements.

Section 4.6 No Material Adverse Change. The information submitted by

Borrower to Bank discloses all known or anticipated material liabilities, direct

or contingent, of Borrower and, to the knowledge of Borrower, the Target as of

the dates thereof, and, to the best knowledge of Borrower, since such dates,

there has been no material adverse change in Borrower's or the Target's

financial condition.

Section 4.7 Subsidiaries. Except as disclosed on any Schedule 4.7 hereto,

Borrower has no Subsidiaries.

Section 4.8 Binding Obligations. Each of the Loan Documents, when issued

for value, will constitute a legal, valid and binding obligation of Borrower,

enforceable against Borrower in accordance with its terms, except as the same

may be limited by reorganization, bankruptcy, insolvency, moratorium or other

laws affecting generally the enforcement of creditors' rights.

Section 4.9 Marketable Title. Borrower and each Subsidiary has good and

marketable title to all of its real Property and good title to all of its other

Properties shown on the Financial Statements, except such Properties as have

been disposed of since the date of the Financial Statements in the ordinary

course of business. Except for Permitted Encumbrances, (a) the assets of

Borrower and its Subsidiaries are not subject to any Lien and the security

interests in favor of Bank under the Loan Documents will constitute first,

senior and prior perfected security interests in the collateral therein

described, and (b) no financing statement or similar instrument which names

Borrower or its Subsidiaries as debtor or relates to any of its Property, has

been filed in any state or other jurisdiction and remains unreleased, and

Borrower and its Subsidiaries have not signed any financing statement or similar

instrument or security agreement authorizing the secured party thereunder to

file any such financing statement or similar instrument.

<PAGE>

Section 4.10 Indebtedness. Except as shown on the Financial Statements,

except as set forth on Schedule 4.10 hereto, and except for trade debt incurred

in the ordinary course of business since the date of the Financial Statements,

neither the Target, Borrower nor any Subsidiary has any outstanding

Indebtedness.

Section 4.11 Default. Neither Borrower nor any Subsidiary has committed or

suffered to exist any default or any circumstance which with notice, lapse of

time, or both, would constitute a material default under the terms and

conditions of any trust, debenture, indenture, note, bond, instrument, mortgage,

lease, agreement, order, decree, or judgment to which the Target, Borrower and

its Subsidiaries is a party or by which it or its assets may be bound or

affected.

Section 4.12 Tax Returns. All tax returns or reports of Borrower and its

Subsidiaries required by law have been filed, and all taxes, assessments,

contributions, fees and other governmental charges (other than those presently

payable without penalty or interest and those currently being contested in good

faith and against which adequate reserves have been established) upon Borrower,

its Subsidiaries or their assets, properties or income, which are payable, have

been paid.

Section 4.13 Litigation. Except as set forth on any Schedule 4.13 hereto,

no litigation or proceeding of any Governmental Authority or other Person is

presently pending or threatened, nor has any claim been asserted, against the

Target, Borrower or its Subsidiaries which, if adversely determined, could have

a Material Adverse Effect.

Section 4.14 ERISA. Borrower and each ERISA Affiliate is in compliance in

all material respects with all applicable provisions of ERISA, and neither

Borrower nor any ERISA Affiliate has incurred any liability to the PBGC. Neither

a "reportable event", nor a "prohibited transaction", has occurred under, nor

has there occurred any complete or partial withdrawal from, nor has there

occurred any other event which would constitute grounds for termination of or

the appointment of a trustee to administer any "employee benefit plan"

(including any "multi-employer plan") maintained for employees of Borrower or

any ERISA Affiliate, all within the meanings ascribed by ERISA.

Section 4.15 Full Disclosure. No information, exhibit, memorandum, or

report (excluding estimated future operating results) furnished by Borrower to

Bank in connection with the negotiation of the Facilities contains any material

misstatement of fact, or omits to state any fact necessary to make the

statements contained therein not materially misleading in light of the

circumstances when made, and all estimated future operating results, if

furnished, were prepared on the basis of assumptions, data, information, tests

or other conditions believed to be valid or accurate or to exist at the time

such estimates were prepared and furnished. To Borrower's knowledge, there

presently exists no fact or circumstance relative to Borrower or the Target,

whether or not disclosed, which is presently anticipated to have a Material

Adverse Effect.

Section 4.16 Contracts of Surety. Except for the endorsements of the

Target, Borrower or a Subsidiary of negotiable instruments for deposit or

collection in the ordinary course of business, neither the Target, Borrower nor

any Subsidiary is a party to any contract of guaranty or surety.

Section 4.17 Licenses. Borrower and each Subsidiary possesses such

franchises, licenses, permits, patents, copyrights, trademarks, and consents of

appropriate Governmental Authorities to own its Property (including the assets

acquired pursuant to the Classic Merger)

<PAGE>

and as are necessary to carry on its business, except where the failure to

obtain any of the foregoing, singularly or in aggregate, could not have a

Material Adverse Effect.

Section 4.18 Compliance with Law. The Target, Borrower and each Subsidiary

is in substantial compliance with all applicable requirements of law and of all

Governmental Authorities.

Section 4.19 Force Majeure. Neither the business nor the properties of

Borrower or a Subsidiary are presently affected by any fire, explosion,

accident, strike, lockout or other labor dispute, drought, storm, hail,

earthquake, embargo, act of God or of the public enemy or other casualty that

could have a Material Adverse Effect.

Section 4.20 Margin Stock. Borrower is not engaged in the business of

extending credit for the purpose of purchasing or carrying margin stock (within

the meaning of Regulation U of the Board of Governors of the Federal Reserve

System), and no part of the proceeds of the Facilities will be used, either

directly or indirectly, for the purpose, whether immediate, incidental or

remote, of purchasing or carrying any margin stock or of extending credit to

others for the purpose of purchasing or carrying any margin stock, and Borrower

shall furnish to Bank, upon its request, a statement in conformity with the

requirements of Federal Reserve Board Form U-1 referred to in Regulation U.

Further, no part of the proceeds of the Facilities will be used for any purpose

that violates, or which is inconsistent with, the provisions of Regulations T, U

or X of the Board of Governors.

Section 4.21 Approvals. No authorization, consent, approval or any form of

exemption of any Governmental Authority is required in connection with the

execution and delivery by Borrower of the Loan Documents, the Acquisition

Documents or the Classic Merger, the borrowings and performance by Borrower

thereunder or the issuance of the Notes.

Section 4.22 Insolvency. Borrower and each Subsidiary is not "insolvent"

within the meaning of that term as defined in the Federal Bankruptcy Code and is

able to pay its debts as they mature.

Section 4.23 Regulation. Borrower is not an "investment company" within the

meaning of the Investment Company Act of 1940, as amended, or a "holding

company" or an "affiliate of a holding company" or a "subsidiary of a holding

company" within the meanings of the Public Utility Holding Company Act of 1935,

as amended.

Section 4.24 Environmental Matters. The Target, Borrower and its

Subsidiaries are in compliance with all Environmental Laws, non-compliance with

which, singly or in the aggregate, could reasonably be expected to have a

Material Adverse Effect. Neither the Target, Borrower nor any Subsidiary has

received any notice to the effect that its operations are not in material

compliance with any of the requirements of applicable Environmental Laws or are

the subject of any federal or state investigation evaluating whether any

remedial action is needed to respond to a release of any toxic or hazardous

waste or substance into the environment, which non-compliance or remedial action

could reasonably be expected to have a Material Adverse Effect.

Section 4.25 Conditions Precedent. Each item furnished to Bank pursuant to

Section 6.1 hereof is a true and correct copy thereof, has not been modified or

amended and is in full force and effect on the date hereof.

<PAGE>

Section 4.26 Acquisition. To the best knowledge and information of

Borrower: (a) no material adverse change in the business, operations, financial

condition, Properties, or prospects of the Target has occurred since March 31,

2004, (b) the Target is duly organized, validly existing and in good standing

under the laws of its jurisdiction of organization, and (c) the Target has good

and marketable title to, or a leasehold interest in, all material items of real

and personal Property reflected in the Target's Financial Statements, except for

assets disposed of in the ordinary course of the Target's business, free and

clear of all Liens, except Permitted Encumbrances.

Section 4.27 General. All statements contained in any certificate or

financial statement delivered by or on behalf of Borrower to Bank under any Loan

Document shall constitute representations and warranties made by Borrower

hereunder.

ARTICLE 5. COVENANTS

Section 5.1 Negative Covenants. Until the Obligations shall have been fully

and finally paid and performed, and so long as any commitment of Bank is

outstanding, without the prior written consent of Bank, Borrower shall not:

(a) Dispose of Property. Sell, transfer, lease or otherwise dispose of

its Properties, or discount, with or without recourse, any of its Accounts,

except for sales from Inventory in the ordinary course of business and

except as otherwise provided in the Security Agreement.

(b) Further Encumber. Except for Permitted Encumbrances, create or

suffer to exist any Lien upon any of its Properties, whether now owned or

hereafter acquired.

Documents and the Classic Merger, enter into any consolidation or merger

with, or acquisition of, any Person or any substantial portion of its

assets.

(d) Purchase Stock. Purchase, redeem, retire or otherwise acquire any

outstanding shares of its capital stock.

(e) Sell and Leaseback. Enter into any Sale and Leaseback Transaction.

(f) Borrowings. Create, incur, assume or suffer to exist any

Indebtedness, except (i) trade accounts and normal business accruals

payable in the ordinary course of business, (ii) Indebtedness to Bank,

(iii) Subordinated Debt, and (iv) Indebtedness not exceeding Fifty Thousand

Dollars ($50,000) outstanding at any time secured by purchase money

security interests.

(g) Investment. Make any Investment, except (i) advances to trade

debtors in the ordinary course of business, (ii) Qualified Investments; or

make any disbursement to any Person except in the ordinary course of

business.

(h) Guarantees. Assume, guarantee or otherwise become liable as a

guarantor or surety for the obligations of any Person, except (i) the

endorsements by Borrower of negotiable instruments for deposit or

collection in the ordinary course of business, and (ii) those in favor of

Bank.

<PAGE>

(i) Change Name or Place of Business. Change its name or principal

place of business, except for the contemplated name change in connection

with the Classic Merger and except on not less than thirty (30) days prior

written notice to Bank.

(j) Special Corporate Transactions. Engage in any transaction with any

Person other than in the ordinary course of business, except pursuant to

the Acquisition, transactions ancillary to the Acquisition approved by Bank

and the Classic Merger.

(k) Accounting Policies. Change its fiscal year or any of its

significant accounting policies, except to the extent necessary to comply

with GAAP.

(l) Change of Business. Make any material change in the nature of its

business as carried on as of the date of this Agreement.

(m) Benefit Plans. Permit any condition to exist in connection with

any employee benefit plan which might constitute grounds for the PBGC to

institute proceedings to have the employee benefit plan terminated or a

trustee appointed to administer the employee benefit plan; or engage in, or

permit to exist or occur any other condition, event or transaction with

respect to any employee benefit plan which could result in Borrower

incurring any material liability, fine or penalty.

(n) Adversity. Permit any event to occur or condition to exist which

has a Material Adverse Effect.

(o) Dividends. Declare or pay any dividend or make any distribution on

account of ownership in Borrower, in cash or other Property, if (i) there

exists any outstanding balance under the Facility 3 Loan, or (ii) there

exists a Default or Unmatured Default or if a Default or Unmatured Default

would be occasioned thereby.

(p) Transactions with Shareholders and Affiliates. Directly or

indirectly enter into or permit to exist any transaction (including,

without limitation, the purchase, sale, lease or exchange of any property

or the rendering of any service) with any holder or holders of any of the

equity interests of Borrower, or with any Affiliate of Borrower which is

not its Subsidiary, on terms that are less favorable to Borrower or any of

its Subsidiaries, as applicable, than those that might be obtained in an

arm's length transaction at the time from Persons who are not such a holder

or Affiliate.

(q) Taxes. Pay any amount to the Parent Guarantor for amounts owed in

connection with income tax liability exceeding Borrower's pro rata share of

such liability as determined on a separate return basis.

(r) Management Fees. Pay management fees to the Parent Guarantor or

any Affiliate exceeding Fifty Thousand Dollars ($50,000) in the aggregate

in any fiscal year or at any time there exists a Default or Unmatured

Default, which management fees shall be subordinated to the Obligations.

(s) Prepayments. Prepay any Indebtedness prior to its stated maturity

date other than the Obligations.

Section 5.2 Affirmative Covenants. Until the Obligations shall have been

fully and finally paid and performed, and so long as any commitment of Bank is

outstanding, unless expressly waived in writing by Bank, Borrower shall:

<PAGE>

(a) Financial Reporting. Furnish or caused to be furnished to Bank:

(i) as soon as practicable, but in any event within one hundred

twenty (120) days after the end of each fiscal year, financial

statements of Borrower certified after audit by independent certified

public accountants acceptable to Bank, including a balance sheet,

statement of income and retained earnings and a statement of cash

flows, with accompanying notes to financial statements, all prepared

in accordance with GAAP on a basis consistent with prior years unless

specifically noted thereon, accompanied by the unqualified opinion of

such accountants, and further accompanied by the certificate of the

chief financial officer of Borrower that there exists no Default or

Unmatured Default under the Loan Documents, or if any Default or

Unmatured Default exists, stating the nature and status thereof;

(ii) as soon as possible, but in any event within twenty-five

(25) days after the end of each calendar month, similar financial

statements of Borrower as of the end of such calendar month and the

results of its operations for the portion of the fiscal year then

elapsed, prepared and signed by the chief financial officer of

Borrower, all prepared in accordance with GAAP on a basis consistent

with prior periods, unless specifically otherwise noted thereon, and

accompanied by the certificate of the chief financial officer of

Borrower that there exists no Default or Unmatured Default under the

Loan Documents or if any Default or Unmatured Default exists, stating

the nature and status thereof;

(iii) as soon as practicable, but in any event within one hundred

twenty (120) days after the end of each fiscal year, financial

statements of the Parent Guarantor certified after audit by

independent certified public accountants acceptable to Bank, including

a balance sheet, statement of income and retained earnings and a

statement of cash flows, with accompanying notes to financial

statements, all prepared in accordance with GAAP on a basis consistent

with prior years unless specifically noted thereon, accompanied by the

unqualified opinion of such accountants;

(iv) as soon as practicable, but in any event within one hundred

twenty (120) days after the end of each calendar year, the personal

financial statements of the Individual Guarantor, all in form and

substance acceptable to Bank, and within ten (10) days of filing

thereof, copies of the tax returns of the Individual Guarantor;

(v) within two (2) days of the end of each calendar week and as

needed to support requested or outstanding Advances under the Facility

1 Line of Credit, a Borrowing Base Certificate, in the form approved

by Bank, executed by the chief financial officer of Borrower,

evidencing the Borrowing Base as of the date submitted, showing the

calculation thereof, the outstanding principal amount of the

Facilities and such other information as Bank may reasonably request;

(vi) as soon as possible, but in any event within twenty-five

(25) days after the each of each calendar month, a certificate setting

forth, as of the end of such immediately preceding calendar month, an

accounts receivable aging statement, an accounts payable aging

statement, an Inventory report, and a report of the

<PAGE>

contingent inventory repurchase liabilities owed by Borrower to dealer

floor plan lenders;

(vii) as soon as possible, but in any event within five (5) days

after Borrower becomes aware thereof, a written statement signed by

the chief executive or chief financial officer of Borrower as to the

occurrence of any Default or Unmatured Default stating the specific

nature thereof, Borrower's intended action to cure the same and the

time period in which such cure is to occur;

(viii) as soon as possible, but in any event within thirty (30)

days after the commencement thereof, a written statement describing

any litigation instituted by or against Borrower or any Affiliate

which, if adversely determined, may have a Material Adverse Effect;

(ix) within twenty-five (25) days after the end of each calendar

month, a Compliance Certificate, in form and substance acceptable to

Bank, showing Borrower's compliance with the financial covenants set

forth in Section 5.3 hereof;

(x) as soon as possible, but in any event within ten (10) days

after Borrower becomes aware thereof, a written statement describing

any reportable event or prohibited transaction which has occurred with

respect to any employee benefit plan and the action which Borrower

proposes to take with respect thereto;

(xi) promptly upon the filing thereof, copies of all registration

statements and annual, quarterly, monthly, or other regular reports

which Borrower files with any securities commission or other

Governmental Authority;

(xii) as soon as practicable, but any event within five (5) days

after receipt by Borrower, a copy of any notice, compliant, Lien,

inquiry or claim (i) to the effect that Borrower is or may be liable

to any Person as a result of the release by Borrower, or any other

Person of any Hazardous Substance into the environment, or (ii)

alleging any violation of any Environmental Law by Borrower, which, in

either case, could reasonably be expect to have a Material Adverse

Effect;

(xiii) as soon as available, by November 30 of each fiscal year

of Borrower, a copy of the financial projections (including a

projected balance sheet, income statement and funds flow statement) of

Borrower for the next fiscal year, in form reasonably satisfactory to

Bank;

(xiv) such other information as Bank may from time to time

reasonably request.

(b) Good Standing. Maintain, and cause each Subsidiary to maintain,

its legal existence and right to do business in its state of organization

and in such other states wherein non-qualification could have a Material

Adverse Effect.

and discharge, all taxes, assessments, judgments, orders, and governmental

charges or levies imposed upon it or on its income or profits or upon its

property prior to the date on which penalties attach thereto and all lawful

claims which, if unpaid, may become a Lien or

<PAGE>

charge upon the Property of Borrower or such Subsidiary, provided that

Borrower or a Subsidiary shall not be required to pay any tax, assessment,

charge, judgment, order, levy or claim, if such payment is being contested

diligently, in good faith, and by appropriate proceedings which will

prevent foreclosure or levy upon its Property and adequate reserves against

such liability have been established.

(d) Maintain Properties. Maintain, and cause each Subsidiary to

maintain, all Properties and assets used by, or useful to, it in the

ordinary course of its business in good working order and condition and

suitable for the purpose for which it is intended, and from time to time,

make any necessary repairs and replacements.

(e) Insurance. Maintain, and cause each Subsidiary to maintain, in

full force and effect public liability insurance, business interruption

insurance, worker's compensation insurance and casualty insurance policies

with coverages and with such companies as are reasonably acceptable to

Bank. Each such policy providing liability coverage shall be endorsed to

reflect Bank as an additional insured, and each such policy covering

Properties of Borrower or a Subsidiary pledged as collateral to Bank shall

have a lender's loss payable clause in favor of Bank, and a copy of each

policy, accompanied by a certificate of coverage issued by the insurance

carrier, shall be delivered to Bank. Such policy shall stipulate that the

insurance cannot be canceled or materially modified without thirty (30)

days' prior written notice to Bank and shall insure Bank notwithstanding

the act or neglect of Borrower or a Subsidiary.

(f) Books and Records. Keep proper books of account in which full,

true and correct entries will be made of all dealings and transactions of

and in relation to the business and affairs of Borrower, and, at all

reasonable times, and as often as Bank may request, permit authorized

representatives of Bank to (i) have access to the premises and Properties

of Borrower and its Subsidiaries and to the records relating to the

operations of Borrower and its Subsidiaries; (ii) make copies of or

excerpts from such records; (iii) discuss the affairs, finances and

accounts of Borrower with and be advised as to the same by the chief

executive and financial officers of Borrower; and (iv) audit and inspect

such books, records, accounts, memoranda and correspondence at all

reasonable times, to make such abstracts and copies thereof as Bank may

deem necessary, and to furnish copies of all such information to any

proposed purchaser of or participant in the Facilities.

(g) Reports. File, and cause each Subsidiary to file, as appropriate,

on a timely basis, annual reports, operating records and any other reports

or filings required to be made with any Governmental Authority.

(h) Licenses. Maintain, and cause each Subsidiary to maintain, in full

force and effect all operating permits, licenses, franchises, and rights

used by it in the ordinary course of business.

(i) Notice of Material Adverse Change. Give prompt notice in writing

to Bank of the occurrence of any development, financial or otherwise,

including pending or threatened litigation which might have a Material

Adverse Effect.

<PAGE>

(j) Compliance with Law. Comply, and cause each Subsidiary to comply,

with all laws, ordinances, rules, regulations and other legal requirements

applicable to it, including, without limitation, all Environmental Laws and

ERISA.

(k) Trade Accounts. Pay all trade accounts in accordance with standard

industry practices.

(l) Use of Proceeds. Use the proceeds of the Facilities solely for the

purposes herein described.

(m) Loan Payments. Duly and punctually pay or cause to be paid

principal and interest on the Facilities in lawful money of the United

States at the time and places and in the manner specified herein according

to the stated terms and the true intent and meaning hereof.

(n) Environmental Matters. (i) Use, operate and maintain all of its

Properties in material compliance with all applicable Environmental Laws,

keep or acquire all necessary permits, approvals, certificates, licenses

and other authorizations relating to environmental matters in effect and

remain in material compliance therewith, and handle all Hazardous

Substances in material compliance with all applicable Environmental Laws,

(ii) within ninety (90) days after filing thereof, have dismissed with

prejudice any actions or proceedings against Borrower relating to

compliance with Environmental Laws which could in the reasonable opinion of

Bank have a Material Adverse Effect, and (iii) diligently pursue cure of

any material underlying environmental problem which forms the basis of any

claim, complaint, notice, Lien, inquiry, proceeding or action referred to

in Section 5.2(a)(xii) hereof. If Borrower is notified of any event

described in Section 5.2(a)(xii) hereof, Borrower shall, upon the request

of Bank, establish appropriate reserves against such potential liabilities

and engage a firm or firms of engineers or environmental consultants

appropriately qualified to determine as quickly as practical the extent of

contamination and the potential financial liability of Borrower with

respect thereto, and Bank shall be provided with a copy of any report

prepared by such firm or by any Governmental Authority as to such matters

as soon as any such report becomes available to Borrower. The selection of

any engineers or environmental consultants engaged pursuant to the

requirements of this Section shall be subject to the approval of Bank,

which approval shall not be unreasonably withheld or delayed.

(o) Banking Relationship. Establish and maintain its primary banking

accounts, including a lockbox and cash collateral account, with Bank.

(p) Subordinated Debt. At all times, cause the Subordinated Debt to be

subordinated to the full, final and irrevocable payment of the Obligations,

in form and substance acceptable to Bank.

(q) Classic Merger. Immediately following the closing of the

Acquisition, cause the merger of the Target and Borrower, with the Target

as the surviving corporation and in compliance with applicable law,

pursuant to which the Target shall become obligated under the Loan

Documents and the Target's assets shall become subject to the Security

Agreement, free and clear of all Liens except Permitted Encumbrances.

(r) Cash Collateral Account. Cause its Accounts to be paid directly to

Bank pursuant to a cash collateral account to be applied as collected to

the Obligations.

<PAGE>

Borrower shall also cause any depository bank to enter into a control and

blocked account agreement with Bank and Borrower, in form and substance

acceptable to Bank.

Section 5.3 Financial Covenants. Until the Obligations shall have been

fully and finally paid and performed, and so long as any commitment of Bank is

outstanding, unless expressly waived in writing by Bank, Borrower shall:

(a) Leverage Ratio. Maintain its Leverage Ratio at not greater than

1.90 to 1.00 at all times.

(b) Fixed Charge Coverage Ratio. Maintain its Fixed Charge Coverage

Ratio at not less than 1.15 to 1.00 as of each calendar month end.

One Hundred Fifty Thousand Dollars ($150,000) at all times.

ARTICLE 6. CONDITIONS PRECEDENT

Section 6.1 Conditions to Initial Advance.

The obligation of Bank to make the initial Advance under the Facilities is

subject to satisfaction of each of the following conditions precedent:

(a) Authorization. Bank shall have received and approved, certified

copies of Borrower's and Parent Guarantor's articles of incorporation and

by-laws, both as amended, accompanied by a recent certificate of existence

issued by the appropriate official of its place of organization and

certificates of good standing from those states in which Borrower or Parent

Guarantor owns property or maintains an office and a certified copy of

resolutions adopted by Borrower's and Guarantor's Board of Directors

authorizing the Facilities, the Acquisition and the Classic Merger, as

applicable, and specifying the names and capacities of those persons

authorized to execute and deliver the Loan Documents.

(b) Insurance. Borrower shall have furnished to Bank evidence of the

insurance required by this Agreement.

by Bank, shall have been executed and delivered by Borrower to Bank, and

the other loan documents and guaranties required by this Agreement, in the

form prescribed by Bank, shall have been executed and delivered by the

appropriate parties thereto.

(d) Incumbency. Bank shall have received Incumbency Certificates,

executed by the Secretary of Borrower and Parent Guarantor which shall

identify the name and title and bear the signature of the officers of

Borrower and Parent Guarantor authorized to sign the Loan Documents, and

Bank shall be entitled to rely upon such certificate until informed of any

change in writing by Borrower.

(e) Legal Matters. All legal matters incident to the Loan Documents

and the making of Advances shall be reasonably satisfactory to Bank and its

counsel.

(f) UCC Searches. Bank shall have received satisfactory return after

search in accordance with the Uniform Commercial Code in such governmental

offices as Bank shall have deemed appropriate.

<PAGE>

(g) Opinions of Counsel. Bank shall have received the favorable

written opinion(s) of counsel to Borrower and the Guarantors, dated of even

date herewith, as to those matters which Bank may reasonably require.

(h) Fees. Borrower shall have reimbursed Bank for all reasonable legal

fees, and other reasonable out-of-pocket expenses of Bank in connection

with the Facilities, including, but not limited to, expenses arising from

any field examination or appraisal, and Borrower shall have paid the

facility fee due and payable pursuant to Section 2.6(a) hereof.

(i) Regulation U. Bank shall have received such certificates and other

documents as it shall have deemed reasonably appropriate as to compliance

with Regulations T, U and X of the Board of Governors of the Federal

Reserve System.

(j) Equity Infusion. Bank shall have received satisfactory evidence

that Borrower has received not less than One Million Six Hundred Thousand

Dollars ($1,600,000) of cash equity.

(k) Opening Balance Sheet. Bank shall have received an opening balance

sheet of Borrower after giving effect to the Acquisition, the initial

funding of the Facilities and the Classic Merger, and Bank shall have made

such other audits or investigations as to Borrower or the Target as Bank

deems appropriate.

(l) No Default. As of the date hereof, and after giving effect to the

initial funding of the Facilities, there shall not exist a Default or

Unmatured Default, and Bank shall have received evidence satisfactory to

Bank that the transactions contemplated by this Agreement do not create a

default under any agreement to which Borrower is a party.

(m) Consents. All consents necessary for the Acquisition, the Classic

Merger and the secured financing transaction and other transactions

contemplated by this Agreement pursuant to the Loan Documents shall have

been obtained.

(n) Acquisition Documents. The Acquisition Documents shall have been

executed and delivered by all parties thereto in form and substance

acceptable to Bank. Borrower shall have received executed copies of the

merger documents for the Classic Merger.

(o) Borrowing Availability. Bank shall have received satisfactory

evidence that immediately following the Classic Merger, Borrower shall have

excess borrowing availability under the Facility 1 Line of Credit or cash

on hand of not less than Two Hundred Thousand Dollars ($200,000).

(p) Landlord Waivers. Borrower shall have used its best efforts to

procure landlord and warehousemen lien waivers, in the form prescribed by

Bank, pursuant to which its various landlords and warehousemen shall have

waived all liens or other rights of detainer against its assets

constituting collateral for the Obligations.

(q) Equipment Appraisal. Bank shall have received an acceptable

appraisal of the Target's equipment.

(r) Solvency Certificate. Bank shall have received an acceptable

Solvency Certificate, duly executed by Borrower.

<PAGE>

(s) Subordination of Management Fees. Bank shall have received a

Subordination Agreement, in the form prescribed by Bank, duly executed by

the Parent Guarantor with respect to any and all management fees owed by

Borrower.

(t) Escrow Agreement. Bank, Borrower, the sellers of the Target and

the Escrow Agent shall have executed and delivered the Escrow Agreement.

(u) Classic Merger. Bank shall have received certificates of merger

from the Michigan and Indiana Secretary of State, evidencing the completion

of the Classic Merger.

(v) Additional Documentation. Bank shall have received such other

documents, instruments, financing statements, waivers, certificates,

reaffirmations, consents and opinions as it may request.

Section 6.2 Conditions to Subsequent Advances. Prior to each subsequent

Advance under the Facility 1 Line of Credit:

(a) No Default. No Default or Unmatured Default shall have occurred

and be continuing.

(b) Representations and Warranties. Each representation and warranty

contained in Article 4 shall be true and correct as of the date of such

Advance, except to the extent any such representation or warranty relates

solely to an earlier date and except changes reflecting transactions

permitted by this Agreement.

Advance shall be reasonably satisfactory to Bank and its counsel.

(d) Expenses. Borrower shall have reimbursed Bank for all reasonable

legal fees and other reasonable expenses incurred by Bank in connection

with the Facilities in accordance with Section 9.8 hereof.

Section 6.3 General. Each request for an Advance shall constitute a

representation and warranty by Borrower that the applicable conditions contained

in this Article 6 have been satisfied.

ARTICLE 7. DEFAULT

The occurrence of any of the following events shall be deemed a Default

hereunder:

(a) any representation or warranty made by or on behalf of Borrower or

any Affiliate to Bank under or in connection with any Loan Document or any

subordination agreement shall be false in any material respect as of the

date on which made;

(b) Borrower fails to make any payment of principal of or interest on

the Facilities or any fee or other payment Obligation in connection with

the Facilities when due;

Section 5.2(b), Section 5.2(d), Section 5.2(f), Section 5.2(g), Section

5.2(h), Section 5.2(j), Section 5.2(k) or Section 5.1(n) which breach

remains uncured for a period of thirty (30) days after written notice to

Borrower; or the breach of any other covenant contained in Section 5

hereof;

<PAGE>

(d) the breach by Borrower of any other terms or provisions of the

Loan Documents (other than a breach which constitutes a Default under

Article 7(a), (b) or (c) above) not cured within thirty (30) days after

written notice from Bank to Borrower specifying such breach;

(e) the failure of Borrower or any Subsidiary or any Guarantor to pay

any other material Indebtedness when due or within any applicable grace or

cure period (including, without limitation, any Indebtedness to Bank

regardless of the amount); or the breach by Borrower or a Subsidiary or a

Guarantor of any term, provision or condition contained in any agreement

under which any such Indebtedness was created or is governed, which

constitutes a default thereunder, or any other event shall occur or

condition exist, the effect of which is to cause, or to permit the holder

or holders of such Indebtedness to cause such Indebtedness to become due

prior to its stated maturity, or any Indebtedness shall be declared to be

due and payable or required to be prepaid or repurchased (other than by a

regularly scheduled payment) prior to the stated maturity thereof;

(f) Borrower, a Subsidiary or a Guarantor shall (i) have an order for

relief entered with respect to it under the Federal Bankruptcy Code, (ii)

not pay, or admit in writing its inability to pay, its debts generally as

they become due, (iii) make an assignment for the benefit of creditors,

(iv) apply for, seek, consent to, or acquiesce in, the appointment of a

receiver, custodian, trustee, examiner, liquidator or similar official for

it or any substantial part of its property, (v) institute any proceeding

seeking an order for relief under the Federal Bankruptcy Code or seeking to

adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up,

liquidation, reorganization, arrangement, adjustment or composition of it

or its debts under any law relating to bankruptcy, insolvency or

reorganization or relief of debtors or fail to file an answer or other

pleading denying the material allegations of any such proceeding filed

against it, or (vi) suspend operations as presently conducted or

discontinue doing business as an ongoing concern;

(g) without the application, approval or consent of Borrower, a

Subsidiary or a Guarantor, a receiver, trustee, examiner, liquidator or

similar official shall be appointed for Borrower, or such Subsidiary or

Guarantor or any substantial part of its Property, or a proceeding

described in item (f) above shall be instituted against Borrower or a

Subsidiary and such appointment continues undischarged or such proceeding

continues undismissed or unstayed for a period of thirty (30) consecutive

days;

(h) any Governmental Authority shall condemn, seize or otherwise

appropriate, or take custody or control of all or any substantial portion

of the Property of Borrower or any Subsidiary;

(i) Borrower, any Subsidiary or any Guarantor shall fail within thirty

(30) days to pay, bond or otherwise discharge any judgment or order for the

payment of money which is not stayed on appeal or otherwise appropriately

contested in good faith, or any attachment, levy or garnishment is issued

against any Property of Borrower, any Subsidiary or any Guarantor;

(j) if there occurs a Change in Control with respect to Borrower or

the Parent Guarantor, or if there occurs a change in the executive

management of the Parent Guarantor;

<PAGE>

(k) there occurs a "reportable event" or a "prohibited transaction"

under, or any complete or partial withdrawal from, or any other event which

would constitute grounds for termination of or the appointment of a trustee

to administer, any "plan" maintained by Borrower or any ERISA Affiliate for

the benefit of its "employees" (as such terms are defined in ERISA) which

will have a Material Adverse Effect;

(l) any Loan Document shall for any reason fail to create a valid and

perfected first priority security interest in any collateral purported to

be covered thereby (except as permitted by the terms of any Loan Document),

or any Loan Document shall fail to remain in full force or effect or any

action shall be taken to discontinue or to assert the invalidity or

unenforceability of, or the security interest created under, any Loan

Document; or

(m) any Guaranty shall fail to remain in full force and effect or any

action shall be taken to discontinue or to assert the invalidity or

unenforceability of a Guaranty, or a Guarantor shall fail to comply with

any of the provisions of its Guaranty, or a Guarantor shall deny that it

has any further liability under its Guaranty, or shall give notice to such

effect.

ARTICLE 8. REMEDY

Section 8.1 Acceleration. If any Default described in Article 7 item (f) or

(g) occurs, the Facilities and the commitment of Bank to make Advances under the

Facilities shall automatically terminate and the Obligations shall immediately

become due and payable without any election or action on the part of Bank. If

any other Default occurs, Bank may terminate its commitments hereunder and

declare the Obligations to be due and payable, wh

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