RECEIVABLES TRANSFER AGREEMENT

Exhibit 99.2

Execution Copy

RECEIVABLES TRANSFER AGREEMENT

BY AND AMONG

MRFC, INC.,

AS TRANSFEROR,

METALDYNE CORPORATION,

INDIVIDUALLY,

AS COLLECTION AGENT AND AS GUARANTOR,

THE PERSONS PARTIES HERETO AS

PURCHASERS

AND

GENERAL ELECTRIC CAPITAL CORPORATION,

AS ADMINISTRATIVE AGENT

DATED AS OF APRIL 29, 2005

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TABLE OF CONTENTS

Page

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

SECTION 1.01. Certain Defined Terms ...................................1

SECTION 1.02. Other Terms .............................................1

SECTION 1.03. Computation of Time Periods .............................1

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

SECTION 2.01. Facility ................................................1

SECTION 2.02. Transfers; Certificates; Eligible Receivables. ..........2

SECTION 2.03. Selection of Tranche Periods and Tranche Rates. .........4

SECTION 2.04. Discount, Fees and Other Costs and Expenses .............4

SECTION 2.05. Non-Liquidation Settlement and Reinvestment Procedures ..5

SECTION 2.06. Liquidation Settlement Procedures .......................5

SECTION 2.07. Reduction of Commitments ................................7

SECTION 2.08. Fees ....................................................7

SECTION 2.09. Protection of Ownership Interest of the Purchasers. .....7

SECTION 2.10. Deemed Collections; Application of Payments. ............9

SECTION 2.11. Payments and Computations, etc ..........................9

SECTION 2.12. Reports ................................................10

SECTION 2.13. Collection Account .....................................10

SECTION 2.14. Right of Setoff ........................................11

SECTION 2.15. Sharing of Payments, etc ...............................11

SECTION 2.16. Broken Funding .........................................11

SECTION 2.17. Conversion and Continuation of Outstanding Tranches ....12

SECTION 2.18. Illegality. ............................................12

SECTION 2.19. Inability to Determine Eurodollar Rate .................13

SECTION 2.20. Indemnities by the Transferor ..........................14

SECTION 2.21. Indemnity for Reserves and Expenses ....................16

SECTION 2.22. Indemnity for Taxes ....................................18

SECTION 2.23. Other Costs, Expenses and Related Matters ..............19

SECTION 2.24. Administrative Agent ...................................20

SECTION 2.25. Use of Historical Data .................................20

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

SECTION 3.01. Representations and Warranties of the Transferor .......20

SECTION 3.02. Reaffirmation of Representations and Warranties

by the Transferor ................................24

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

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

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

SECTION 5.01. Affirmative Covenants of the Transferor ................26

SECTION 5.02. Negative Covenants of the Transferor ...................32

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

SECTION 6.01. Appointment of Collection Agent ........................34

SECTION 6.02. Duties of Collection Agent. ............................34

SECTION 6.03. Rights After Designation of New Collection Agent .......37

SECTION 6.04. Representations and Warranties of the Collection Agent .37

SECTION 6.05. Covenants of the Collection Agent ......................38

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SECTION 6.06. Negative Covenants of the Collection Agent .............39

SECTION 6.07. Collection Agent Default ...............................40

SECTION 6.08. Responsibilities of the Transferor and the Sellers .....41

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

SECTION 7.01. Termination Events .....................................41

SECTION 7.02. Remedies Upon the Occurrence of a Termination Event. ...43

SECTION 7.03. Reconveyance Under Certain Circumstances ...............43

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

SECTION 8.01. Appointment ............................................43

SECTION 8.02. Delegation of Duties ...................................44

SECTION 8.03. Exculpatory Provisions .................................44

SECTION 8.04. Reliance by Administrative Agent .......................44

SECTION 8.05. Notice of Collection Agent Default .....................45

SECTION 8.06. Non-Reliance on the Administrative Agent and Other

Purchasers .......................................45

SECTION 8.07. Indemnification ........................................46

SECTION 8.08. The Administrative Agent in Its Individual Capacity ....46

SECTION 8.09. Resignation of Administrative Agent; Successor

Administrative Agent .............................46

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

SECTION 9.01. Guaranty of Obligations ................................47

SECTION 9.02. Validity of Obligations; Irrevocability ................47

SECTION 9.03. Several Obligations ....................................48

SECTION 9.04. Subrogation Rights .....................................48

SECTION 9.05. Rights of Set-Off ......................................48

SECTION 9.06. Representations and Warranties .........................49

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

SECTION 10.01. Term of Agreement .....................................50

SECTION 10.02. Waivers; Amendments ...................................50

SECTION 10.03. Notices ...............................................50

SECTION 10.04. Governing Law; Submission to Jurisdiction;

Integration. .....................................52

SECTION 10.05. Severability; Counterparts ............................52

SECTION 10.06. Successors and Assigns ................................53

SECTION 10.07. Confidentiality .......................................54

SECTION 10.08. [Reserved]. ...........................................54

SECTION 10.09. [Reserved]. ...........................................54

SECTION 10.10. Characterization of the Transactions Contemplated

by the Agreement .................................55

SECTION 10.11. [Reserved]. ...........................................55

SECTION 10.12. GE Capital Conflict Waiver ............................55

SECTION 10.13. Limitation on the Termination of Sellers ..............55

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

SCHEDULE A Definitions

SCHEDULE B Schedule of Purchasers

SCHEDULE C Schedule of Special Obligors

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EXHIBIT A Credit and Collection Policies and Practices

EXHIBIT B List of Lockbox Banks and Accounts

EXHIBIT C Form of Lockbox Agreement

EXHIBIT D-1 Form of Deposit Report

EXHIBIT D-2 Form of Settlement Statement

EXHIBIT E Form of Transfer Certificate

EXHIBIT F List of Actions and Suits

EXHIBIT G Location of Records

EXHIBIT H Wire Transfer Instructions of Administrative Agent

EXHIBIT I Form of Secretary's Certificate

EXHIBIT J Trade Names of the Sellers

EXHIBIT K Form of Transfer Supplement

EXHIBIT L Form of Credit Default Swaps Assignment

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RECEIVABLES TRANSFER AGREEMENT (as amended,

supplemented or otherwise modified and in effect from time

to time, this "Agreement"), dated as of April 29, 2005, by

and among MRFC, Inc., a Delaware corporation, as transferor

(in such capacity, the "Transferor"), METALDYNE CORPORATION,

a Delaware corporation, individually (the "Parent"), as

collection agent (in such capacity, the "Collection Agent")

and as guarantor under the Limited Guaranty set forth in

Article IX (in such capacity, the "Guarantor"), the

purchasers identified on Schedule B and their respective

permitted successors and assigns (the "Purchasers"; each,

individually, a "Purchaser"), and GENERAL ELECTRIC CAPITAL

CORPORATION, a Delaware corporation ("GE Capital"), as

administrative agent for the benefit of the Purchasers (in

such capacity, the "Administrative Agent").

PRELIMINARY STATEMENTS

WHEREAS the Transferor may desire to convey, transfer and assign, from time

to time, undivided percentage interests in certain accounts receivable, and

subject to the terms and conditions hereof, shall accept such conveyance,

transfer and assignment of such undivided percentage interests, subject to the

terms and conditions of this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Certain Defined Terms. Capitalized terms used herein shall

have the meanings assigned to such terms in, or incorporated by reference into,

Schedule A attached hereto, which Schedule A is incorporated by reference

herein.

SECTION 1.02. Other Terms. All accounting terms not specifically defined

herein shall be construed in accordance with GAAP.

SECTION 1.03. Computation of Time Periods. Unless otherwise stated in this

Agreement, in the computation of a period of time from a specified date to a

later specified date, the word "from" means "from and including," the words "to"

and "until" each means "to but excluding," and the word "within" means "from and

excluding a specified date and to and including a later specified date."

ARTICLE II

Purchases and Settlements

SECTION 2.01. Facility. Upon the terms and subject to the conditions set

forth herein and in the other Transaction Documents prior to the Termination

Date, (x) the Transferor may, at its option, convey, transfer and assign to each

Purchaser and (y) each Purchaser shall ac-

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cept such conveyance, transfer and assignment from the Transferor of, without

recourse except as provided herein, undivided percentage ownership interests in

the Receivables, together with Related Security, Collections and Proceeds with

respect thereto, from time to time. Such purchases by the Purchasers from the

Transferor shall be made in accordance with their respective Pro Rata Shares. By

accepting any conveyance, transfer and assignment hereunder, none of the

Purchasers or the Administrative Agent assumes or shall have any obligations or

liability under any of the Contracts, all of which shall remain the obligations

and liabilities of the Sellers.

The Purchasers' several obligations to make purchases from the Transferor

hereunder shall terminate on the Termination Date. Notwithstanding anything to

the contrary contained herein or in the other Transaction Documents, no

Purchaser shall be obligated to provide the Transferor with funds in an amount

that would exceed such Purchaser's unused Commitment then in effect, and the

failure of any Purchaser to make its Pro Rata Share of such purchase available

to the Transferor (subject to the terms and conditions set forth herein) shall

not relieve any other Purchaser of its obligations hereunder.

SECTION 2.01. Transfers; Certificates; Eligible Receivables.

(a) Incremental Transfers. Prior to the Termination Date, upon the terms

and subject to the conditions set forth herein and in the other Transaction

Documents, the Transferor may, at its option from time to time, convey, transfer

and assign to each Purchaser and (y) each Purchaser shall accept such

conveyance, transfer and assignment from the Transferor, without recourse except

as provided herein, undivided percentage ownership interests in the Receivables,

together with Related Security, Collections and Proceeds with respect thereto

(each, an "Incremental Transfer") from time to time prior to the Termination

Date; provided that the representations and warranties set forth in Section 3.01

shall be true and correct as of the date of such Incremental Transfer and the

payment to the Transferor of the Transfer Price related thereto.

The Transferor shall, by notice to the Administrative Agent given by

telecopy, offer to convey, transfer and assign to the Purchasers undivided

percentage ownership interests in the Receivables and Related Security,

Collections and Proceeds with respect thereto at least one (1) Business Day

prior to the proposed date of any Incremental Transfer. Each such notice shall

specify (x) the desired Transfer Price (which shall be at least $1,000,000 per

Purchaser or integral multiples of $100,000 in excess thereof) or such lesser

amount that would not cause the Percentage Factor to exceed the Maximum

Percentage Factor; (y) the desired date of such Incremental Transfer which shall

be a Business Day; and (z) the desired Transfer Period(s) and allocations of the

Net Investment of such Incremental Transfer thereto as required by Section 2.03.

Each Incremental Transfer shall be subject to the condition precedent that the

Collection Agent shall have delivered to the Administrative Agent, in form and

substance satisfactory to the Administrative Agent, a completed Deposit Report

dated within five (5) Business Days prior to the desired date of such

Incremental Transfer, together with such other additional information as the

Administrative Agent may reasonably request. The Administrative Agent will

promptly notify the Purchasers of the Administrative Agent's receipt of any

request for an Incremental Transfer to be made to such Person.

Each notice of proposed Incremental Transfer shall be irrevocable and

binding on the Transferor, and the Transferor shall indemnify the Purchasers

against any loss or expense

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incurred by the Purchasers, either directly or indirectly, as a result of any

failure by the Transferor to complete such Incremental Transfer, including,

without limitation, any loss or expense incurred by the Purchasers by reason of

the liquidation or reemployment of funds acquired by the Purchasers (including,

without limitation, funds obtained by issuing Commercial Paper or promissory

notes, obtaining deposits as loans from third parties and reemployment of funds)

to fund such Incremental Transfer.

On the date of the initial Incremental Transfer, the Administrative Agent,

on behalf of the Purchasers, shall deliver written confirmation to the

Transferor of the Transfer Price, the Tranche Period(s) and the Tranche Rate(s)

relating to such Transfer as required by Section 2.03, and the Transferor shall

deliver to the Administrative Agent the Transfer Certificate in the form of

Exhibit E hereto (the "Transfer Certificate"). The Transfer Price for the

initial Incremental Transfer shall be $107,359,019.71. The Administrative Agent

shall indicate the amount of the initial Incremental Transfer together with the

date thereof on the grid attached to the Transfer Certificate; provided,

however, that the failure by the Administrative Agent to make the foregoing

notations shall not in any way affect the Transferor's obligations hereunder. On

the date of each subsequent Incremental Transfer, the Administrative Agent shall

send written confirmation to the Transferor of the Transfer Price, the Tranche

Period(s), the Transfer Date and the Tranche Rate(s) applicable to such

Incremental Transfer. The Administrative Agent shall indicate the amount of the

Incremental Transfer together with the date thereof as well as any decrease in

the Net Investment on the grid attached to the Transfer Certificate. The

Transfer Certificate shall evidence the Incremental Transfers. On the day of

such Incremental Transfer, each of the Purchasers shall deposit to the

Transferor's account, in immediately available funds, an amount equal to the

Transfer Price for such Incremental Transfer made to the Purchasers.

(b) Reinvestment Transfers. On each Business Day occurring after the

initial Incremental Transfer hereunder and prior to the Termination Date, the

Transferor hereby agrees to convey, transfer and assign to the Purchasers, and

each Purchaser shall purchase from the Transferor, undivided percentage

ownership interests in each and every Receivable, together with Related

Security, Collections and Proceeds with respect thereto, to the extent that

Collections are available for such Transfer in accordance with Section 2.05

hereof. The Transferor agrees to maintain, at all times prior to the Termination

Date, a Net Receivables Balance in an amount at least sufficient to maintain the

Percentage Factor at an amount not greater than the Maximum Percentage Factor.

Accordingly, the maximum amount of funding that the Transferor may obtain on the

Closing Date or at any time thereafter shall be equal to the maximum Net

Investment that would not cause the Percentage Factor to exceed the Maximum

Percentage Factor.

(c) All Transfers. Each Transfer shall constitute a purchase of undivided

percentage ownership interests in each and every Receivable, together with

Related Security, Collections and Proceeds with respect thereto, then existing,

as well as in each and every Receivable, together with Related Security,

Collections and Proceeds with respect thereto, which arises at any time after

the date of such Transfer. The Purchasers' aggregate undivided percentage

ownership interest in the Receivables, together with the Related Security,

Collections and Proceeds with respect thereto, shall equal the Percentage Factor

in effect from time to time.

(d) Percentage Factor. The Percentage Factor shall be initially computed as

of the opening of business of the Collection Agent on the date of the initial

Incremental Transfer

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hereunder. Thereafter, until the Termination Date, the Percentage Factor shall

be automatically recomputed as of the close of business of the Collection Agent

on each day (other than a day after the Termination Date). The Percentage Factor

shall remain constant from the time as of which any such computation or

recomputation is made until the time as of which the next such recomputation, if

any, shall be made. At all times on and after the Termination Date until the

date on which the Net Investment has been reduced to zero and all accrued

Discount, Servicing Fees and all other Aggregate Unpaids have been paid in full,

the Percentage Factor shall equal 100%.

SECTION 2.03. Selection of Tranche Periods and Tranche Rates.

(a) [Reserved].

(b) [Reserved].

(c) Prior to the Termination Date. At all times with respect to any portion

of the Transferred Interest which is owned by or transferred to a Purchaser

pursuant to this Agreement, but prior to the Termination Date, the initial

Tranche Period applicable to such portion of the Net Investment allocable

thereto shall be a period of not greater than three (3) days, and such Tranche

shall be a BR Tranche. Thereafter (but prior to the Termination Date or the

occurrence and continuation of a Potential Termination Event), with respect to

such portion, and with respect to any other portion of the Transferred Interest

held by any Purchaser, the Tranche Period applicable thereto shall be, at the

Transferor's sole option, either a BR Tranche or a Eurodollar Tranche. The

Transferor shall give the Administrative Agent and the Purchasers irrevocable

notice by telephone of the new Tranche Period at least three (3) Business Days

prior to the expiration of any then existing Tranche Period. Any Tranche Period

maintained by the Purchasers which is outstanding on the Termination Date shall

end on the Termination Date.

(d) After the Termination Date. At all times on and after the Termination

Date, subject to Section 2.17 hereof, the Administrative Agent shall select all

Tranche Periods and Tranche Rates applicable thereto upon the expiration of

Tranche Periods in effect on the Termination Date.

SECTION 2.04. Discount, Fees and Other Costs and Expenses. Notwithstanding

the limitation on recourse under Section 2.01 hereof, the Transferor shall pay,

as and when due in accordance with this Agreement and the other Transaction

Documents, all Discount, Servicing Fees, Fees and other Aggregate Unpaids to the

extent not otherwise provided for by the provisions of this Agreement. As

provided in Section 2.05 and 2.06, the Transferor shall pay to the

Administrative Agent, on behalf of the Purchasers, an amount equal to the

accrued and unpaid Discount for such Tranche Period; provided that (i) in the

event of any repayment or prepayment of a BR Tranche or a Eurodollar Tranche,

accrued Discount on the principal amount repaid or prepaid shall be payable on

the date of such repayment or prepayment and (ii) in the event of any conversion

of a BR Tranche or a Eurodollar Tranche, accrued interest on such BR Tranche or

Eurodollar Tranche shall be payable on the effective date of such conversion.

Discount shall accrue with respect to each Tranche on each day occurring during

the Tranche Period related thereto. Further, the Transferor will reimburse the

Administrative Agent for the actual cost of obtaining once during each calendar

quarter a certificate of good standing (in short-form, if ap-

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plicable, and on an un-expedited basis) for each of the Transferor and each

Seller from its state of incorporation or organization.

Nothing in this Agreement or the other Transaction Documents shall limit in

any way the obligations of the Transferor to pay the amounts set forth in this

Section 2.04.

SECTION 2.05. Non-Liquidation Settlement and Reinvestment Procedures. On

each day after the date of any Incremental Transfer but prior to the Termination

Date, and provided that Section 2.06 shall not be applicable, the Collection

Agent shall, out of the Percentage Factor of Collections received on or prior to

such day and not previously set aside or paid:

(i) set aside and hold in trust for the Purchasers (or deposit into

the Collection Account if so required pursuant to Section 2.13 hereof) an

amount equal to all Discount, Fees and the Servicing Fee accrued through

such day and not so previously set aside or paid;

(ii) apply the balance of such Percentage Factor of Collections

remaining after application of Collections as provided in clause (i) of

this Section 2.05 to the Transferor, for the benefit of the Purchasers, to

the purchase of additional undivided percentage interests in each

Receivable pursuant to Section 2.02(b) hereof; and

(iii) remit the balance, if any, of such Percentage Factor of

Collections remaining after the applications provided in clauses (i) and

(ii) to the Transferor.

On the Settlement Date, from the amounts set aside as described in clause (i) of

the first sentence of this Section 2.05 hereof, the Collection Agent shall

deposit to the Collection Account, for the benefit of the Purchasers, an amount

equal to the accrued and unpaid Discount and Fees for the related Settlement

Period and shall deposit to its own account an amount equal to the accrued and

unpaid Servicing Fee for such Settlement Period. The Administrative Agent, upon

its receipt of such amounts in the Collection Account, shall distribute such

amounts to the Purchasers entitled thereto in accordance with the records

maintained by the Administrative Agent pursuant to Section 2.24; provided

further that if the Administrative Agent shall have insufficient funds to pay

all of the above amounts in full on any such date, the Administrative Agent

shall notify the Transferor and the Transferor shall immediately pay to the

Administrative Agent, from funds previously paid to the Transferor, an amount

equal to such insufficiency. In addition, the Collection Agent shall remit to

the Transferor for its account or apply on behalf of the Transferor as

instructed by the Transferor to other accounts specified herein, on each

Settlement Date, such portion of Collections not allocated to the Purchasers or

applied towards payment of its Servicing Fee so long as all of the above amounts

are paid in full when due. Such Collections remitted to the Transferor shall be

available for the ordinary business purposes of the Transferor or otherwise,

subject to the provisions of the Transaction Documents.

SECTION 2.06. Liquidation Settlement Procedures. If at any time on or prior

to the Termination Date, the Percentage Factor is greater than the Maximum

Percentage Factor, then the Transferor shall immediately pay to the

Administrative Agent, for the benefit of the Purchasers, from previously

received Collections, an amount that, when applied to reduce the Net Investment,

will result in a Percentage Factor less than or equal to the Maximum Percentage

Fac-

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tor. Such amount shall be applied to reduce the Net Investment of Tranche

Periods selected by the Administrative Agent. On the Termination Date and on

each day thereafter, and on each day on which a Potential Termination Event has

occurred and is continuing, the Collection Agent, at the direction of the

Administrative Agent, shall set aside and hold in trust for the Purchasers (or

deposit into the Collection Account if so required pursuant to Section 2.12

hereof), the Percentage Factor of all Collections received on such day and shall

set aside and hold in trust for the Transferor such portion of Collections not

allocated to the Purchasers. On the Termination Date or the day on which a

Potential Termination Event occurs, the Collection Agent shall deposit to the

Collection Account, for the benefit of the Purchasers, any amounts set aside

pursuant to Section 2.05 above.

On the last day of each Tranche Period to occur on or after the Termination

Date or during the continuation of a Potential Termination Event, the Collection

Agent, at the direction of the Administrative Agent, shall deposit to the

Collection Account, for the benefit of the Purchasers, the amounts so set aside

for the Purchasers pursuant to the second preceding sentence, to be applied to

the payment in full of (i) the accrued Discount for such Tranche Period, (ii)

the portion of the Net Investment allocated to such Tranche Period, and (iii)

all other Aggregate Unpaids not covered in clauses (i) and (ii). On such day,

the Collection Agent shall deposit to its account, from the amounts set aside

for the Purchasers pursuant to the preceding sentence which remain after payment

in full of the aforementioned amounts, the accrued Servicing Fee for such

Tranche Period. If there shall be insufficient funds on deposit for the

Collection Agent to distribute funds in payment in full of the aforementioned

amounts, the Collection Agent shall distribute funds in the following order of

priority:

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

(ii) second, if the Transferor, the Parent or any Affiliate of the

Transferor or the Parent is not then the Collection Agent, to the

Collection Agent's account, in payment of the Servicing Fee payable to the

Collection Agent;

(iii) third, in reduction of the Net Investment allocated to any

Tranche Period ending on such date;

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

hereunder;

(v) fifth, in payment of all other Aggregate Unpaids not covered in

clauses (i) through (iv) above; and

(iv) sixth, if the Transferor, any Seller or any Affiliate of the

Transferor or any Seller is the Collection Agent, to its account as

Collection Agent, in payment of the Servicing Fee payable to such Person as

Collection Agent.

The Administrative Agent, upon its receipt of such amounts in the Administrative

Agent's account, shall distribute such amounts to the Purchasers entitled

thereto in accordance with the records maintained by the Administrative Agent

pursuant to Section 2.24; provided that if the Administrative Agent shall have

insufficient funds to pay all of the above amounts in full on any such date, the

Administrative Agent shall pay such amounts in the order of priority set forth

above and, with respect to any such category above for which the Administrative

Agent shall

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have insufficient funds to pay all amounts owing on such date, ratably (based on

the amounts in such categories owing to such Persons) among all such Persons

entitled to payment thereof.

Following the date on which the Net Investment has been reduced to zero and

all accrued Discount, Servicing Fees and all other Aggregate Unpaids have been

paid in full, (i) the Percentage Factor shall equal zero, (ii) the

Administrative Agent, on behalf of the Purchasers, shall be considered to have

reconveyed to the Transferor all of the Purchasers' right, title and interest

in, to and under the Receivables and Related Security, Collections and Proceeds

with respect thereto, (iii) the Collection Agent shall pay to the Transferor any

remaining Collections set aside and held by the Collection Agent pursuant to the

third sentence of this Section 2.06 and (iv) the Administrative Agent, on behalf

of the Purchasers, shall execute and deliver to the Transferor, at the

Transferor's expense, such documents or instruments as are necessary to

terminate the Purchasers' respective interests in the Receivables and Related

Security, Collections and Proceeds with respect thereto. Any such documents

shall be prepared by or on behalf of the Transferor. On the last day of each

Tranche Period, the Collection Agent shall remit to the Transferor such portion

of Collections set aside for the Transferor pursuant to this Section 2.06.

SECTION 2.07. Reduction of Commitments. Upon ten (10) Business Days written

notice to the Administrative Agent, the Transferor may reduce the Commitments of

the Purchasers in an amount equal to $5,000,000 or a whole multiple of $500,000

in excess thereof; provided that no such termination or reduction shall be

permitted if, after giving effect thereto, the Net Investment would exceed the

Aggregate Commitment. Upon any such reduction, the Commitment of each Purchaser

shall be reduced in an amount equal to such Purchaser's Pro Rata Share of the

amount of such reduction. Once reduced, the Commitments shall not be

subsequently reinstated. The Commitment of each Purchaser shall be automatically

reduced to zero on the Commitment Expiry Date.

SECTION 2.01. Fees.

(a) The Transferor agrees to pay to the Administrative Agent an unused

facility fee equal to one half of one percent (0.50%) per annum (the "Unused

Line Fee") calculated daily from the Closing Date until the Commitment Expiry

Date and payable monthly on the Settlement Date, commencing with the first full

month following the Closing Date, on the amount by which the Aggregate

Commitment as in effect on such date exceeds the Net Investment on such date,

which fee shall be fully earned when payable and shall be non-refundable. All

computations of the Unused Line Fee shall be made by Administrative Agent on the

basis of a 365 or 366-day year, as applicable, for the actual number of days

occurring in the period for which the Unused Line Fee is payable.

(b) To the extent not otherwise provided for by the provisions of the

Agreement, the Transferor shall pay to the Administrative Agent, for its own

account and the account of each Purchaser, the Fees specified in the Fee Letter.

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

Accounts.

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(a) The Transferor agrees that it will, and will cause each Seller to, from

time to time, at its expense, promptly execute and deliver all instruments and

documents and take all actions as may be necessary or as the Administrative

Agent may reasonably request in order to perfect or protect the Transferred

Interest or to enable the Administrative Agent or the Purchasers to exercise or

enforce any of their respective rights hereunder. Without limiting the

foregoing, the Transferor will, and will cause each Seller to, upon the request

of the Administrative Agent or any of the Purchasers, in order to accurately

reflect this purchase and sale transaction, (x) file (or authorize the filing

of) such financing or continuation statements or amendments thereto or

assignments thereof (as permitted pursuant to Section 10.06 hereof) as may be

requested by the Administrative Agent for the benefit of the Purchasers and (y)

mark its respective master data processing records and other documents with a

legend describing the conveyance to the Transferor (in the case of the Sellers)

and the Administrative Agent for the benefit of the Purchasers, of the

Transferred Interest. The Transferor shall, and will cause the Sellers to, upon

request of the Administrative Agent, obtain such additional search reports as

the Administrative Agent, for the benefit of the Purchasers, shall reasonably

request. To the fullest extent permitted by applicable law, the Administrative

Agent shall be permitted to file continuation statements and amendments thereto

and assignments thereof without the Transferor's or any Seller's signature. The

Transferor shall not, and shall not permit any Seller to, change its respective

name, identity or corporate structure (within the meaning of Section 9-503 of

the Relevant UCC), change its jurisdiction of incorporation or organization or

relocate its respective chief executive office or any office where Records are

kept unless it shall have: (i) given the Administrative Agent at least thirty

(30) days' prior notice thereof and (ii) prepared at Transferor's expense and

delivered to the Administrative Agent all financing statements, instruments and

other documents necessary to preserve and protect the Transferred Interest or

requested by the Administrative Agent in connection with such change or

relocation. Any filings under the Relevant UCC or otherwise that are occasioned

by such change in name or location shall be made at the expense of Transferor.

(b) The Collection Agent shall instruct, and shall cause the other Sellers

to instruct, all Obligors to cause all Collections to be deposited directly with

a Lockbox Bank. Any Lockbox Account maintained by a Lockbox Bank pursuant to the

related Lockbox Agreement shall be under the exclusive dominion and control of

the Administrative Agent which is hereby granted to the Administrative Agent by

the Transferor. The Collection Agent shall be permitted to give instructions to

the Lockbox Banks except during the occurrence of a Collection Agent Default or

any other Termination Event. The Collection Agent shall not add any bank as a

Lockbox Bank to those listed on Exhibit B attached hereto unless such bank has

entered into a Lockbox Agreement. The Collection Agent shall not terminate any

bank as a Lockbox Bank unless the Administrative Agent shall have received sixty

(60) days' prior notice of such termination. If the Transferor, any Seller or

the Collection Agent receives any Collections, the Transferor or the Collection

Agent, as applicable, shall, or shall cause such Seller to, remit such

Collections to a Lockbox Account within one (1) Business Day.

(c) The Collection Agent hereby transfers and assigns all of its rights,

titles and interests in each Lockbox Account and all cash, checks and other

negotiable instruments, funds and other evidences of payment held therein to the

Transferor, and the Transferor hereby pledges, assigns and transfers to the

Administrative Agent, for the benefit of the Purchasers, and hereby creates and

grants to the Administrative Agent, for the benefit of the Purchasers, a

secu-

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<PAGE>

rity interest in the Lockbox Accounts and all cash, checks and other negotiable

instruments, funds and other evidences of payment held therein. Administrative

Agent and Transferor shall enter into cash dominion Lockbox Agreements, in form

and substance satisfactory to Administrative Agent; provided, however, that so

long as no Termination Event or Potential Termination Event has occurred and is

continuing, Administrative Agent shall return to Transferor on each business day

the cash swept from the Lockbox Accounts to Administrative Agent on such day.

SECTION 2.10. Deemed Collections; Application of Payments.

(a) If on any day a Receivable becomes a Diluted Receivable, the Transferor

shall be deemed to have received on such day a Collection of such Receivable in

the amount of such reduction or cancellation, and the Transferor shall pay to

the Collection Agent an amount equal to such reduction or cancellation. Any such

amount shall be applied by the Collection Agent as a Collection in accordance

with Section 2.05 or 2.06 hereof, as applicable. The Net Investment shall be

reduced by the amount of such payment actually received by the Administrative

Agent.

(b) If on any day any of the representations or warranties in Article III

was or becomes untrue with respect to a Receivable or the nature of the

Administrative Agent's interest therein (whether on or after the date of any

transfer of an interest therein to the Purchasers), the Transferor shall be

deemed to have received on such day a Collection of such Receivable in full and

the Transferor shall, on such day, pay to the Collection Agent an amount equal

to the Outstanding Balance of such Receivable and such amount shall be allocated

and applied by the Collection Agent as a Collection allocable to the Transferred

Interest in accordance with Section 2.05 or 2.06 hereof, as applicable. The Net

Investment shall be reduced by the amount of such payment actually received by

the Administrative Agent. Simultaneously with any such payment by the

Transferor, each of the Purchasers shall convey all of its right, title and

interest in such Receivable and Related Security to the Transferor, and the

Administrative Agent, on behalf of the Purchasers, shall take all action

reasonably requested by the Transferor to effectuate such conveyance.

(c) Any payment by an Obligor in respect of any indebtedness owed by it to

the Transferor or any Seller shall, except as provided in paragraphs (a) and (b)

of this Section 2.10 or as otherwise specified by such Obligor or otherwise

required by contract or law and unless otherwise instructed by the Required

Purchasers, be applied as a Collection of any Receivable of such Obligor

included in the Transferred Interest (in order of the age of such Receivable,

starting with the oldest such Receivable) to the extent of any amounts then due

and payable thereunder before being applied to any other receivable or other

indebtedness of such Obligor.

SECTION 2.11. Payments and Computations, etc. All amounts to be paid or

deposited by the Transferor or the Collection Agent hereunder shall be paid or

deposited in accordance with the terms hereof (including without limitation in

accordance with the wire transfer instructions set forth as Exhibit H hereto) no

later than 12:00 p.m. (New York time) on the day when due in immediately

available funds; if such amounts are payable to any Purchaser, they shall be

paid or deposited to the Collection Account, until otherwise notified by the

Administrative Agent. No later than 3:00 p.m. (New York time) on the date of any

Incremental Transfer hereunder, the Purchasers, will make available to the

Transferor, in immediately available funds,

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the amount of such Incremental Transfer on such day by remitting such amount to

an account of the Transferor specified in the related notice of Transfer. The

Transferor shall, to the extent permitted by law, pay to the Administrative

Agent, for the benefit of the Purchasers upon demand, interest on all amounts

not paid or deposited by it when due hereunder at a rate equal to 1.5% per annum

plus the Base Rate. All computations of interest hereunder shall be made on the

basis of a year of 365 or 366 days, as applicable for the actual number of days

(including the first but excluding the last day) elapsed. Whenever any payment

or deposit to be made hereunder shall be due on a day other than a Business Day,

such payment or deposit shall be made on the next succeeding Business Day and

such extension of time shall be included in the computation of such payment or

deposit. Any computations by the Administrative Agent of amounts payable by the

Transferor hereunder shall be binding upon the Transferor absent manifest error.

SECTION 2.12. Reports. (a) Deposit Report. The Collection Agent shall

deliver to the Administrative Agent and the Transferor, no later than 1:00 p.m.,

New York City time, on each Weekly Settlement Date (or, after the occurrence of

a Termination Event or after the occurrence and during the continuance of a

Potential Termination Event, on each Business Day), a written report

substantially in the form attached hereto as Exhibit D-1 (the "Deposit Report")

setting forth total Collections received and Receivables originated during the

immediately preceding calendar week, Eligible Receivables balances at the end of

the immediately preceding calendar week, and such other information as the

Administrative Agent may reasonably request. If any Sellers or Seller Divisions

are shut down during any week, the Deposit Report for such week may be prepared

on the basis of the information with respect to the Collections and Receivables

of such Sellers and Seller Divisions for their last week of operations preceding

the shut down. The Deposit Report may be delivered in an electronic format

mutually agreed upon by the Collection Agent and the Administrative Agent, or

pending such agreement, by facsimile.

(b) Settlement Statement. On each Settlement Date, the Collection Agent

shall deliver to the Administrative Agent and the Transferor a monthly report,

substantially in the form of Exhibit D-2 (the "Settlement Statement"), showing

(i) the aggregate Purchase Price of Receivables acquired or generated by the

Sellers in the preceding month, (ii) the aggregate Outstanding Balance of such

Receivables that are Eligible Receivables and (iii) such other information as

the Administrative Agent may reasonably request.

SECTION 2.13. Collection Account. (i) There shall be established on or

before the day of the initial Incremental Transfer hereunder and maintained, for

the benefit of the Administrative Agent on behalf of the Purchasers, a

segregated account (the "Collection Account"), bearing a designation clearly

indicating that the funds deposited therein are held for the benefit of the

Purchasers. On and after the occurrence of a Termination Event or a Potential

Termination Event, the Collection Agent, at the direction of the Administrative

Agent, shall remit daily to the Collection Account all Collections received with

respect to any Receivables as provided in Section 2.06. Funds on deposit in the

Collection Account (other than investment earnings) shall be invested by the

Administrative Agent in Permitted Investments that will mature so that such

funds will be available prior to the last day of each successive Tranche Period

or prior to each Settlement Date, as applicable, following such investment. On

the last day of each Tranche Period or on each Settlement Date, as applicable,

all interest and earnings (net of losses and investment expenses) on funds on

deposit in the Collection Account shall be retained in the Collection Account

and be available to make any payments required to be made hereunder (including

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<PAGE>

Discount) by the Transferor. On the date on which the Net Investment is zero,

all accrued Discount, Servicing Fees, Fees and all other Aggregate Unpaids have

been paid in full, any funds remaining on deposit in the Collection Account

shall be paid to the Transferor.

(b) For so long as any amounts remain due and owing to the Purchasers

hereunder or under the Transaction Documents, the Administrative Agent shall

distribute all payments received by it in respect of the Transaction Documents

immediately after receipt thereof by (i) transferring to the Purchasers, on a

pro rata basis, based on the amounts thereof owing to each Purchaser and each

Purchaser, respectively, all payments of Discount, (ii) transferring to the

Purchasers, on a pro rata basis, all payments in reduction of the Net Investment

and (iii) transferring to the Purchasers, any other amounts owing to the

Purchasers under this Agreement. Such transfers shall be made by the

Administrative Agent by withdrawing funds on deposit in the Collection Account

and remitting such funds to the accounts of the Purchasers specified by each of

them from time to time. The Administrative Agent shall remit any such funds to

the Purchasers ratably in accordance with their Pro Rata Shares.

SECTION 2.14. Right of Setoff. Each of the Purchasers is hereby authorized

(in addition to any other rights it may have) at any time after the occurrence

of the Termination Date, or during the continuation of a Termination Event, to

set off, appropriate and apply (without presentment, demand, protest or other

notice which are hereby expressly waived) any deposits and any other

indebtedness held or owing by such Purchasers to, or for the account of, the

Transferor against the amount of the Aggregate Unpaids owing by the Transferor

to such Person (even if contingent or unmatured).

SECTION 2.15. Sharing of Payments, etc. If any Purchaser(for purposes of

this Section 2.15 only, a "Recipient") shall obtain any payment (whether

voluntary, involuntary, through the exercise of any right of setoff, or

otherwise) on account of any interest in the Transferred Interest owned by it in

excess of its ratable share of payments on account of any interest in the

Transferred Interest obtained by the Purchasers entitled thereto, such Recipient

shall forthwith purchase from the Purchasers entitled to a share of such amount

participations in the percentage interests owned by such Persons as shall be

necessary to cause such Recipient to share the excess payment ratably with each

such other Person entitled thereto; provided, however, that if all or any

portion of such excess payment is thereafter recovered from such Recipient, such

purchase from each such other Person shall be rescinded and each such other

Person shall repay to the Recipient the purchase price paid by such Recipient

for such participation to the extent of such recovery, together with an amount

equal to such other Person's ratable share (according to the proportion of (a)

the amount of such other Person's required payment to (b) the total amount so

recovered from the Recipient) of any interest or other amount paid or payable by

the Recipient in respect of the total amount so recovered.

SECTION 2.16. Broken Funding. In the event of (a) the payment of any

principal of any Eurodollar Tranche other than on the last day of the Eurodollar

Tranche Period applicable thereto (including as a result of the occurrence of

the Termination Date or an optional prepayment of a Eurodollar Tranche), (b) the

conversion of any Eurodollar Tranche other than on the last day of the related

Eurodollar Tranche Period, or (c) any failure to borrow, convert, continue or

prepay any Eurodollar Tranche on the date specified in any notice delivered

pursuant hereto, then, in any such event, the Transferor shall compensate each

of the Purchasers for the

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<PAGE>

loss, cost and expense actually incurred by such Purchaser attributable to such

event. Such loss, cost or expense to any Purchaser shall include an amount

determined by such Purchaser to be the excess, if any, of (i) the amount of

Discount which would have accrued on the principal amount of such Eurodollar

Tranche had such event not occurred, at the Eurodollar Rate that would have been

applicable to such Eurodollar Tranche, for the period from the date of such

event to the last day of the Eurodollar Tranche Period (or, in the case of a

failure to borrow, convert or continue, for the period that would have been the

related Eurodollar Tranche Period), over (ii) the amount of interest which would

accrue on such principal amount for such period at the interest rate which such

Purchaser would bid were it to bid, at the commencement of such period, for

dollar deposits of a comparable amount and period from other banks in the

interbank Eurodollar market. Within forty-five (45) days after any Purchaser

hereunder receives actual knowledge of any of the events specified in this

Section 2.16, a certificate of such Purchaser setting forth any amount or

amounts that such Purchaser is entitled to receive pursuant to this Section 2.16

and the reason(s) therefor shall be delivered to the Transferor (with a copy to

the Administrative Agent) and shall be conclusive absent manifest error. The

Transferor shall pay each such Purchaser the amount shown as due on any such

certificate within ten (10) days after receipt thereof.

SECTION 2.17. Conversion and Continuation of Outstanding Tranches. Prior to

the occurrence of the Termination Date or a Potential Termination Event, (a)

each BR Tranche hereunder may, at the option of the Transferor, be converted to

a Eurodollar Tranche and (b) each Eurodollar Tranche may, at the option of the

Transferor, be continued as a Eurodollar Tranche or converted to a BR Tranche.

If the Termination Date has occurred or a Potential Termination Event has been

declared by the Administrative Agent and is continuing, then (i) no outstanding

Tranche funded by the Purchasers may be converted to, or continued as, a

Eurodollar Tranche and (ii) unless repaid, each Eurodollar Tranche shall be

converted to a BR Tranche on the last day of the Tranche Period related thereto.

For any such conversion or continuation, the Transferor shall give the

Administrative Agent irrevocable notice (each, a "Conversion/Continuation

Notice") of such request not later than 12:30 p.m. (New York City time) (i) in

the case of a conversion of a BR Tranche into a Eurodollar Tranche, or a

continuation of a Eurodollar Tranche as a Eurodollar Tranche, three (3) Business

Days before the date of such conversion or continuation, as applicable, and (ii)

following the Termination Date or the declaration by the Administrative Agent

and continuation of a Potential Termination Event, in the case of a conversion

of a Eurodollar Tranche into a BR Tranche or a continuation of a BR Tranche as a

BR Tranche, on the Business Day of such conversion. If a Conversion/Continuation

Notice has not been timely delivered with respect to any BR Tranche or

Eurodollar Tranche, such Tranche shall be automatically continued as, or

converted to, a BR Tranche. Each Conversion/Continuation Notice shall specify

(a) the requested date (which shall be a Business Day) of such conversion or

continuation, (b) the aggregate amount and rate option applicable to the Tranche

which is to be converted or continued and (c) the amount and rate option(s) of

Tranche(s) into which such Tranche is to be converted or continued.

SECTION 2.18. Illegality.

(a) Notwithstanding any other provision herein, if, after the Closing Date,

the adoption of any Law or bank regulatory guideline or any amendment or change

in the interpretation of any existing or future Law or bank regulatory guideline

by any Official Body charged with the administration, interpretation or

application thereof, or the compliance with any direc-

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<PAGE>

tive of any Official Body (in the case of any bank regulatory guideline, whether

or not having the force of Law), shall make it unlawful for any Purchaser to

acquire or maintain a Eurodollar Tranche as contemplated by this Agreement, (i)

such Purchaser shall, within forty-five (45) days after receiving actual

knowledge thereof, deliver a certificate to the Transferor (with a copy to the

Administrative Agent) setting forth the basis for such illegality, which

certificate shall be conclusive absent manifest error, (ii) the commitment of

such Purchaser hereunder to make a portion of a Eurodollar Tranche, continue any

portion of a Eurodollar Tranche as such and convert a BR Tranche to a Eurodollar

Tranche shall forthwith be canceled, and such cancelation shall remain in effect

so long as the circumstance described above exists, and (iii) such Purchaser's

portion of any Eurodollar Tranche then outstanding shall be converted

automatically to a BR Tranche on the last day of the related Eurodollar Tranche

Period, or within such earlier period as required by law.

If any such conversion of a portion of a Eurodollar Tranche occurs on a day

which is not the last day of the related Eurodollar Tranche Period, then

pursuant to Section 2.16 the Transferor shall pay to such Purchaser such

amounts, if any, as may be required to compensate such Purchaser. If

circumstances subsequently change so that it is no longer unlawful for an

affected Purchaser to acquire or to maintain a portion of a Eurodollar Tranche

as contemplated hereunder, such Purchaser will, as soon as reasonably

practicable after such Purchaser knows of such change in circumstances, notify

the Transferor and the Administrative Agent, and upon receipt of such notice,

the obligations of such Purchaser to acquire or maintain its acquisition of

portions of Eurodollar Tranches or to convert its portion of a BR Tranche into

portions of Eurodollar Tranches shall be reinstated.

(b) Each Purchaser agrees that, upon the occurrence of any event giving

rise to the operation of Section 2.18(a) with respect to such Purchaser, it

will, if requested by the Transferor and to the extent permitted by law or by

the relevant Official Body, endeavor in good faith to change the office at which

it books its portions of Eurodollar Tranches hereunder if such change would make

it lawful for such Purchasers to continue to acquire or to maintain its

acquisition of portions of Eurodollar Tranches hereunder; provided, however,

that such change may be made in such manner that such Purchaser, in its sole

determination, suffers no unreimbursed cost or expense or any other disadvantage

whatsoever.

SECTION 2.19. Inability to Determine Eurodollar Rate. If, prior to the

first day of any Eurodollar Tranche Period:

(i) the Administrative Agent shall have determined (which

determination in the absence of manifest error shall be conclusive and

binding upon the Transferor) that, by reason of circumstances affecting the

interbank Eurodollar market, either (a) dollar deposits in the relevant

amounts and for the relevant Tranche Period are not available, or (b)

adequate and reasonable means do not exist for ascertaining the Eurodollar

Rate for such Eurodollar Tranche Period; or

(ii) the Administrative Agent shall have received notice from the

Required Purchasers that the Eurodollar Rate determined or to be determined

for such Eurodollar Tranche Period will not adequately and fairly reflect

the cost to such Purchasers (as

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<PAGE>

conclusively certified by such Purchasers) of purchasing or maintaining

their affected portions of Eurodollar Tranches during such Eurodollar

Tranche Period;

then, in either such event, the Administrative Agent shall give telecopy or

telephonic notice thereof (confirmed in writing) to the Transferor and the

Purchasers as soon as practicable (but, in any event, within ten (10) days after

such determination or notice, as applicable) thereafter. Until such notice has

been withdrawn by the Administrative Agent, no further Eurodollar Tranches shall

be made. The Administrative Agent agrees to withdraw any such notice as soon as

reasonably practicable after the Administrative Agent is notified of a change in

circumstances which makes such notice inapplicable.

SECTION 2.20. Indemnities by the Transferor. Without limiting any other

rights which the Administrative Agent may have hereunder or under applicable

law, the Transferor hereby agrees to indemnify the Purchasers and the

Administrative Agent and any successors and permitted assigns and their

respective officers, directors, agents and employees (collectively, "Indemnified

Parties") from and against any and all damages, losses, claims, liabilities,

costs and expenses, including, without limitation, reasonable attorneys' fees

(which such attorneys may be employees of the Administrative Agent) and

disbursements (all of the foregoing being collectively referred to as

"Indemnified Amounts") awarded against or incurred by any of them in any action

or proceeding between the Transferor, the Collection Agent in such capacity or

the Sellers and any of the Indemnified Parties or between any of the Indemnified

Parties and any third party or otherwise arising out of or as a result of this

Agreement, the other Transaction Documents, the ownership or maintenance, either

directly or indirectly, by the Administrative Agent or any Purchaser of the

Transferred Interest or any of the other transactions contemplated hereby or

thereby, excluding, however, (i) Indemnified Amounts to the extent relating to

or resulting from (x) gross negligence or willful misconduct on the part of an

Indemnified Party as finally determined pursuant to a nonappealable order or

judgment issued by a court of competent jurisdiction or (y) recourse (except as

otherwise specifically provided in this Agreement) for uncollectible Receivables

or (ii) all taxes (other than Indemnified Taxes). Without limiting the

generality of the foregoing, the Transferor shall indemnify each Indemnified

Party for Indemnified Amounts (without duplication of amounts for which any

Indemnified Party is effectively held harmless under any other provision hereof)

relating to or resulting from:

(a) any representation or warranty made in writing by the Transferor, the

Collection Agent or the Sellers or any officers of the Transferor, the

Collection Agent or the Sellers under or in connection with this Agreement, any

of the other Transaction Documents, any Deposit Report, any Settlement Report or

any other information or report delivered by any of them pursuant hereto or

thereto, which shall have been false or incorrect in any material respect when

made or deemed made;

(b) the failure by the Transferor, the Collection Agent or the Sellers to

comply with any applicable law, rule or regulation with respect to any

Receivable or the related Contract, or the nonconformity of any Receivable or

the related Contract with any such applicable law, rule or regulation;

(c) the failure to either (x) vest and maintain vested in the

Administrative Agent, for the benefit of the Purchasers, an undivided first

priority, perfected percentage owner-

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ship interest, to the extent of the Transferred Interest, in the Receivables and

Related Security, Collections and Proceeds with respect thereto, free and clear

of any Adverse Claim or (y) to create or maintain a valid and perfected first

priority security interest in favor of the Administrative Agent, for the benefit

of the Purchasers, in the Transferor's interest in the Receivables and Related

Security, Collections and Proceeds with respect thereto, free and clear of any

Adverse Claim (other than any Adverse Claim created by or through the

Purchasers);

(d) the failure to file, or any delay in filing, financing statements,

continuation statements, or other similar instruments or documents under the

Relevant UCC or other applicable laws with respect to any of the Receivables or

Related Security, Collections and Proceeds with respect thereto;

(e) any dispute, claim, offset or defense (other than discharge in

bankruptcy of the Obligor) of the Obligor to the payment of any Receivable

(including, without limitation, a defense based on such Receivable or the

related Contract not being legal, valid and binding obligation of such Obligor

enforceable against it in accordance with its terms), or any other claim

resulting from the sale of merchandise or services related to such Receivable or

the furnishing or failure to furnish such merchandise or services (if such

collection activities were performed by the Transferor or any of its Affiliates

acting as the Collection Agent);

(f) any products liability claim or personal injury or property damage suit

or other similar or related claim or action of whatever sort arising out of or

in connection with merchandise or services which are the subject of any

Receivable;

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

Eligible Receivable;

(h) the failure by any of the Transferor, the Collection Agent or the

Sellers to comply with any term, provision or covenant contained in this

Agreement or any of the other Transaction Documents to which it is a party or to

perform any duty or obligation in accordance with the provisions hereof or

thereof or to perform any of its duties or obligations under the Contracts;

(i) the Percentage Factor exceeding the Maximum Percentage Factor at any

time on or prior to the Termination Date;

(j) the failure of the Sellers to pay when due any taxes, including without

limitation, sales, excise or personal property taxes payable in connection with

any of the Receivables with respect to which an Indemnified Party may be held

liable as a transferee of such Receivables;

(k) any repayment by any Indemnified Party of any amount previously

distributed in reduction of Net Investment which such Indemnified Party believes

in good faith is required to be made;

(l) the commingling by the Transferor, the Sellers or the Collection Agent

of Collections of Receivables at any time with other funds;

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<PAGE>

(m) any investigation, litigation or proceeding related to this Agreement,

any of the other Transaction Documents, the use of proceeds of Transfers by the

Transferor or the Sellers, the ownership of Transferred Interests, or any

Receivable, Related Security or Contract;

(n) the failure of any Lockbox Bank to remit any amounts held in the

Lockbox Accounts pursuant to the instructions of the Collection Agent, the

Transferor, the Sellers or the Administrative Agent (to the extent such Person

is entitled to give such instructions in accordance with the terms hereof and of

any applicable Lockbox Agreement) whether by reason of the exercise of set-off

rights or otherwise;

(o) any inability to obtain any judgment in or utilize the court or other

adjudication system of, any state in which an Obligor may be located as a result

of the failure of the Transferor or the Sellers to qualify to do business or

file any notice of business activity report or any similar report;

(p) any failure of the Transferor to give reasonably equivalent value to

the Sellers in consideration of the purchase by the Transferor from the Sellers

of any Receivable, or any attempt by any Person to void, rescind or set aside

any such transfer under statutory provisions or common law or equitable action,

including, without limitation, any provision of the Bankruptcy Code; or

(q) any action taken by the Transferor, the Sellers or the Collection Agent

in the enforcement or collection of any Receivable;

provided, however, that the Transferor shall not be liable for Indemnified

Amounts attributable to the fraud, gross negligence, breach of fiduciary duty or

willful misconduct of any Collection Agent in the enforcement or collection of

any Receivable if such Collection Agent is not the Parent or an Affiliate of the

Parent; and provided, further, that if such Indemnified Amounts are attributable

solely to the Transferor, the Transferor shall be solely liable for such

Indemnified Amounts, and if such Indemnified Amounts are attributable solely to

Other Transferors, such Other Transferors shall be solely liable for such

Indemnified Amounts.

SECTION 2.21. Indemnity for Reserves and Expenses. (a) If after the date

hereof, the adoption of any Law or bank regulation or regulatory guideline or

any amendment or change in the interpretation of any existing or future Law or

bank regulation or regulatory guideline by any Official Body charged with the

administration, interpretation or application thereof, or the compliance with

any directive of any Official Body (in the case of any bank regulation or

regulatory guideline, whether or not having the force of Law), other than Laws,

interpretations, guidelines or directives relating to Taxes:

(i) shall impose, modify or deem applicable any reserve, special

deposit or similar requirement (including, without limitation, any such

requirement imposed by the Board of Governors of the Federal Reserve

System) against assets of, deposits with or for the account of, or credit

extended by, any Indemnified Party or shall impose on any Indemnified Party

or on the United States market for certificates of deposit or the London

interbank market any other condition affecting this Agreement, the other

Transaction Documents, the ownership, maintenance or financing of the

Transferred Interest,

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<PAGE>

the Receivables or payments of amounts due hereunder or its obligation to

advance funds hereunder or under the other Transaction Documents; or

(ii) imposes upon any Indemnified Party any other expense (including,

without limitation, reasonable attorneys' fees and expenses, and expenses

of litigation or preparation therefor in contesting any of the foregoing)

with respect to this Agreement, the other Transaction Documents, the

ownership, maintenance or financing of the Transferred Interest, the

Receivables or payments of amounts due hereunder or its obligation to

advance funds hereunder or otherwise in respect of this Agreement, the

other Transaction Documents, the ownership, maintenance or financing of the

Transferred Interests or the Receivables;

and the result of any of the foregoing is to increase the cost to such

Indemnified Party with respect to this Agreement, the other Transaction

Documents, the ownership, maintenance or financing of the Transferred Interest,

the Receivables, the obligations hereunder, the funding of any Purchases

hereunder or under the other Transaction Documents, by an amount deemed by such

Indemnified Party to be material, then, within ten (10) Business Days after

demand by such Indemnified Party through the Administrative Agent, the

Transferor shall pay to the Administrative Agent, for the benefit of such

Indemnified Party, such additional amount or amounts (other than with respect to

taxes) as will compensate such Indemnified Party for such increased cost or

reduction; provided that no such amount shall be payable with respect to any

period commencing more than two hundred seventy (270) days prior to the date the

Administrative Agent first notifies the Transferor of its intention to demand

compensation therefor under this Section 2.21; provided further that if such

change in Law, rule or regulation giving rise to such increased costs or

reductions is retroactive, then such 270-day period shall be extended to include

the period of retroactive effect thereof. In making demand hereunder, the

applicable Indemnified Party shall submit to the Transferor a certificate as to

such increased costs incurred which shall provide in reasonable detail the basis

for such claim.

(b) If any Indemnified Party shall have determined that after the date

hereof, the adoption of any applicable Law or bank regulation or regulatory

guideline regarding capital adequacy, or any change therein, or any change in

the interpretation thereof by any Official Body, or any directive regarding

capital adequacy (in the case of any bank regulatory guideline, whether or not

having the force of law) of any such Official Body, has or would have the effect

of reducing the rate of return on capital of such Indemnified Party (or its

parent) as a consequence of such Indemnified Party's obligations hereunder or

with respect hereto to a level below that which such Indemnified Party (or its

parent) could have achieved but for such adoption, change, request or directive

(taking into consideration its policies with respect to capital adequacy) by an

amount deemed by such Indemnified Party to be material, then from time to time,

within ten (10) Business Days after demand by such Indemnified Party through the

Administrative Agent, the Transferor shall pay to the Administrative Agent, for

the benefit of such Indemnified Party, such additional amount or amounts (other

than with respect to taxes) as will compensate such Indemnified Party (or its

parent) for such reduction; provided that no such amount shall be payable with

respect to any period commencing more than two hundred seventy (270) days prior

to the date the Administrative Agent first notifies the Transferor of its

intention to demand compensation therefor under this Section 2.21(b); provided

further that if such change in Law, rule or regulation giving rise to such

increased costs or reductions is retroactive, then such 270-

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day period shall be extended to include the period of retroactive effect

thereof. In making demand hereunder, the applicable Indemnified Party shall

submit to the Transferor a certificate as to such increased costs incurred which

shall provide in reasonable detail the basis for such claim.

SECTION 2.22. Indemnity for Taxes. (a) All payments made by the Transferor

or the Collection Agent to the Administrative Agent for the benefit of the

Purchasers under this Agreement and any other Transaction Document shall be made

free and clear of, and without deduction or withholding for or on account of any

Indemnified Taxes. If any such Indemnified Taxes are required to be withheld

from any amounts payable to the Administrative Agent or any Indemnified Party

hereunder, (i) the amounts so payable to the Administrative Agent or such

Indemnified Party shall be increased to the extent necessary to yield to the

Administrative Agent or such Indemnified Party (after payment of all Indemnified

Taxes) all amounts payable hereunder at the rates or in the amounts specified in

this Agreement and the other Transaction Documents and (ii) the Transferor or

the Collection Agent, as the case may be, shall make such deductions or

withholdings and shall pay the amount so deducted or withheld to the applicable

Official Body in accordance with the applicable law. The Transferor shall

indemnify the Administrative Agent or any Indemnified Party for the full amount

of any Indemnified Taxes paid by the Administrative Agent or the Indemnified

Party within ten (10) Business Days after the date of written demand therefor by

the Administrative Agent or such Indemnified Party if the Administrative Agent

or such Indemnified Party, as the case may be, has delivered to the Transferor a

certificate signed by an officer of the Administrative Agent or such Indemnified

Party, as the case may be, setting forth in reasonable detail the amount so paid

and the computations made to determine such amount. Such certificate shall be

conclusive absent manifest error.

(b) Each Indemnified Party that is not a United States person (within the

meaning of Section 7701(a)(30) of the Code) (a "United States Person") shall:

(i) at the time such Indemnified Party becomes a party to this

Agreement or the Transaction Documents, deliver to the Transferor and the

Administrative Agent (A) two duly completed copies of IRS Form 4224, or

successor applicable form, as the case may be, and (B) an IRS Form W-8 or

W-9, or successor applicable form, as the case may be;

(ii) deliver to the Transferor and the Administrative Agent two (2)

further copies of any such form or certification on or before the date that

any such form or certification expires or becomes obsolete and after the

occurrence of any event requiring a change in the most recent form

previously delivered by it to the Transferor or the Administrative Agent;

and

(iii) obtain such extensions of time for filing and complete such

forms or certifications as may reasonably be requested by the Transferor or

the Administrative Agent;

unless, in the case of (ii) and (iii) above, any change in treaty, law

regulation, governmental rule, guideline order, or official application or

official interpretation thereof has occurred prior to the date on which any such

delivery would otherwise be required which renders all such forms inapplicable

or which would prevent such Indemnified Party from duly completing and

delivering

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any such form with respect to it, and such Indemnified Party so advises the

Transferor and the Administrative Agent. Each such Indemnified Party that is not

a United States person (A) shall certify (i) in the case of an IRS Form 4224, or

successor applicable form, that it is entitled to receive payments under this

Agreement and the other Transaction Documents without deduction or withholding

of any United States federal income taxes and (ii) in the case of an IRS Form

W-8 or IRS Form W-9, or successor applicable form, that it is entitled to an

exemption from United States backup withholding tax and (B) shall agree to

provide any other certification and documentation as required by the applicable

law that is reasonably requested by the Transferor, the Sellers or the

Collection Agent. Each Person that is a Purchaser or Participant hereunder, or

which otherwise becomes a party to this Agreement and the other Transaction

Documents as a Purchaser, shall, prior to the effectiveness of such assignment,

participation or addition, as applicable, be required to provide all of the

forms and statements required pursuant to this Section 2.22.

SECTION 2.23. Other Costs, Expenses and Related Matters. (a) The Transferor

agrees, upon receipt of a written invoice, to pay or cause to be paid, and to

save the Administrative Agent and the Purchasers harmless against liability for

the payment of, all reasonable out-of-pocket expenses (including, without

limitation, reasonable attorneys', accountants' and other third parties' fees

and expenses, any filing fees and expenses incurred by officers or employees of

the Administrative Agent and/or the Purchasers) or intangible, documentary or

recording taxes incurred by or on behalf of the Administrative Agent or any of

the Purchasers (i) in connection with the negotiation, execution, delivery and

preparation of this Agreement, the other Transaction Documents and any documents

or instruments delivered pursuant hereto and thereto and the transactions

contemplated hereby or thereby (including, without limitation, the perfection or

protection of the Transferred Interest) and (ii) (A) relating to any amendments,

waivers or consents under this Agreement and the other Transaction Documents,

(B) arising in connection with the Administrative Agent's, or any Purchasers'

enforcement or preservation of rights (including, without limitation, the

perfection and protection of the Transferred Interest under this Agreement), or

(C) arising in connection with any audit, dispute, disagreement, litigation or

preparation for litigation involving this Agreement or any of the other

Transaction Documents (all of such amounts, collectively, "Transaction Costs").

All Transaction Costs owed by the Transferor pursuant to this subsection 2.23(a)

shall be payable in accordance with Section 2.05 and 2.06.

(b) The Transferor shall pay the Administrative Agent, for the account of

the Purchasers, on demand any Early Collection Fee due on account of the

reduction of a Tranche on any day prior to the last day of its Tranche Period.

(c) The Administrative Agent will within forty-five (45) days after receipt

of notice of any event occurring after the date hereof which will entitle an

Indemnified Party to compensation pursuant to this Article II, notify the

Transferor in writing of such event. Any notice by the Administrative Agent

claiming compensation under this Article II and setting forth the additional

amount or amounts to be paid to it hereunder shall be conclusive in the absence

of manifest error, provided that such claim is made in good faith and on a

reasonable basis. In determining such amount, the Administrative Agent or any

applicable Indemnified Party may use any reasonable averaging and attributing

methods.

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(d) If the Transferor is required to pay any additional amount to any

Purchaser pursuant to Sections 2.21 or 2.22, then such Purchaser shall use

reasonable efforts (which shall not require such Purchaser to incur an

unreimbursed loss or unreimbursed cost or expense or otherwise take any action

inconsistent with its internal policies or legal or regulatory restrictions or

suffer any disadvantage or burden reasonably deemed by it to be significant) (A)

to file any certificate or document reasonably requested in writing by the

Transferor or (B) to assign its rights and delegate and transfer its obligations

hereunder to another of its offices, branches or affiliates, if such filing or

assignment would reduce amounts payable pursuant to Sections 2.21 or 2.22, as

the case may be, in the future.

SECTION 2.24. Administrative Agent. (a) The Administrative Agent is hereby

authorized to record on each Business Day the Funded Amount with respect to each

Purchaser and the aggregate amount of Discount and Fees accruing with respect

thereto on such Business Day. Any such recordations by the Administrative Agent,

absent manifest error, shall constitute prima facie evidence of the accuracy of

the information so recorded. The Administrative Agent will report the aggregate

amounts due to the Purchasers for the prior calendar month to the Transferor and

the Collection Agent not later than two (2) Business Days prior to the related

Settlement Date. Furthermore, the Administrative Agent will maintain records

sufficient to identify the percentage interest of each Purchaser in the

Receivables and any amounts owing thereunder.

(b) Upon receipt of funds from the Administrative Agent on each Settlement

Date pursuant to Sections 2.05 and 2.06, the Administrative Agent shall pay such

funds to the Purchasers owed such funds in accordance with the recordations

maintained by it in accordance with Section 2.24(a). If the Administrative Agent

shall have paid to any Purchaser any funds that (i) must be returned for any

reason (including bankruptcy) or (ii) exceeds that which such Purchaser was

entitled to receive, such amount shall be promptly repaid to the Administrative

Agent by such Purchaser.

SECTION 2.25. Use of Historical Data. Where necessary to calculate any

ratios or other amounts under this Agreement with reference to periods prior to

the Closing Date, historical data shall be used.

ARTICLE III

Representations and Warranties

SECTION 3.01. Representations and Warranties of the Transferor. The

Transferor hereby represents and warrants to the Administrative Agent and the

Purchasers that:

(a) Corporate Existence and Power. The Transferor is a corporation duly

incorporated, validly existing and in good standing under the laws of the State

of Delaware and has all corporate power and all material governmental licenses,

authorizations, consents and approvals required to carry on its business in each

jurisdiction in which its business is now conducted. The Transferor is duly

qualified (or has duly applied for such qualification) to do business in, and is

in good standing in, every other jurisdiction in which the nature of its

business requires it to be so qualified, except where the failure to be so

qualified or in good standing would not have a Material Adverse Effect.

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(b) Corporate and Governmental Authorization; Contravention. The execution,

delivery and performance by the Transferor of this Agreement and the other

Transaction Documents to which the Transferor is a party are within the

Transferor's corporate powers, have been duly authorized by all necessary

corporate action, require no action by or in respect of, or filing with, any

Official Body or official thereof, and do not contravene any provision of

applicable law, rule or regulation or of the Certificate of Incorporation or

Bylaws of the Transferor or constitute a default under any agreement or any

judgment, injunction, order, writ, decree or other instrument binding upon the

Transferor or result in the creation or imposition of any Adverse Claim on the

assets of the Transferor (except as contemplated by Section 2.09 hereof).

(c) Binding Effect. Each of this Agreement and the other Transaction

Documents to which the Transferor is a party constitutes, and the Transfer

Certificate, upon payment of the Transfer Price set forth therein, will

constitute the legal, valid and binding obligation of the Transferor,

enforceable against it in accordance with its terms, subject to applicable

bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or

other similar laws affecting the rights of creditors generally and general

equitable principles (whether considered in a proceeding at law or in equity).

(d) Perfection. Immediately preceding each Transfer hereunder, the

Transferor shall be the owner of all of the Receivables, free and clear of all

Adverse Claims. On or prior to each Transfer and each recomputation of the

Transferred Interest, all financing statements and other documents required to

be recorded or filed in order to perfect and protect the Transferred Interest

against all creditors of, and purchasers from, the Transferor and the Sellers

will have been duly filed in each filing office necessary for such purpose, and

all filing fees and taxes, if any, payable in connection with such filings shall

have been paid in full.

(e) Accuracy of Information. All information heretofore furnished by or on

behalf of the Transferor or the Collection Agent on its behalf (including,

without limitation, the Deposit Reports, the Settlement Statements, any other

reports delivered pursuant to the terms of this Agreement and the Transferor's

financial statements) to any Purchaser or the Administrative Agent for purposes

of, or in connection with, this Agreement and the other Transaction Documents

are, and all such information hereafter furnished by or on behalf of the

Transferor to any Purchaser or the Administrative Agent will be, true and

accurate in every material respect, on the date such information is stated or

certified.

(f) Tax Status. The Transferor has filed all material tax returns (Federal,

state and local) required to be filed and has paid or made adequate provision

for the payment of all material taxes, assessments and other governmental

charges other than taxes or filings contested in good faith or taxes which are

not yet due and payable, and for which adequate reserves have been established

in accordance with GAAP.

(g) Action, Suits. There are no actions, suits or proceedings pending or,

to the knowledge of the Transferor threatened, against or affecting the

Transferor or its properties, in or before any court, arbitrator or other

Official Body, which could reasonably be expected to, individually or in the

aggregate, have a Material Adverse Effect on the performance by the Transferor

of its obligations under the Agreement or the validity and enforceability of

this Agreement,

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the Receivables, the Contracts or any other Transaction Document, except as set

forth in Exhibit F concerning Affiliates of the Transferor.

(h) Use of Proceeds. No proceeds of any Transfer will be used by the

Transferor to acquire any security in any transaction which violates Regulation

T, U or X of the Federal Reserve Board.

(i) Place of Business; Jurisdiction of Organization. The principal place of

business and chief executive office of the Transferor are located at the address

of the Transferor indicated in Section 10.03 hereof, and the offices where the

Transferor keeps all its Records, are located at the address(es) described on

Exhibit G or such other locations notified to the Administrative Agent in

accordance with Section 2.09 hereof in jurisdictions where all action required

by Section 2.09 hereof has been taken and completed. The Transferor is a

corporation organized under the laws of the state of Delaware.

(j) Good Title. Upon each Transfer and each recomputation of the

Transferred Interest, the Administrative Agent, on behalf of the Purchasers,

shall acquire (A) a valid and perfected first priority undivided percentage

ownership interest to the extent of the Transferred Interest or (B) a first

priority perfected security interest in each Receivable that exists on the date

of such Transfer and recomputation and in the Related Security, Collections and

Proceeds with respect thereto, in either case free and clear of any Adverse

Claim.

(k) Trade Names, etc. As of the date hereof: (i) the Transferor's chief

executive office is located at the address for notices set forth in Section

10.03 hereof; (ii) the Transferor has no subsidiaries or divisions; and (iii)

the Transferor has not operated under any trade name within the last five (5)

years, and, within the last five (5) years, has not changed its name, changed

its organizational or corporate form, changed its jurisdiction of incorporation

or organization, merged with or into or consolidated with any other corporation

or been the subject of any proceeding under Title 11, United States Code

(Bankruptcy).

(l) Nature of Receivables. Each Receivable (x) represented by the

Transferor or the Collection Agent to be an Eligible Receivable (including in

any Settlement Statement or other report delivered pursuant to Section 2.12

hereof) or (y) included in the calculation of the Net Receivables Balance in

fact satisfies at such time the definition of "Eligible Receivable."

(m) Coverage Requirement; Amount of Receivables. The Percentage Factor does

not exceed the Maximum Percentage Factor. As of April 29, 2005, the aggregate

Outstanding Balance of the Receivables in existence was $248,493,000, and the

Net Receivables Balance was $156,185,000.

(n) Credit and Collection Policy. Since the Closing Date, there have been

no material changes in the Credit and Collection Policy, other than as permitted

hereunder. Since such date, no material adverse change has occurred in the

overall rate of collection of the Receivables.

(o) Collections and Servicing. Since January 2, 2005, there has been no

material adverse change in the ability of the Collection Agent, the Sellers, the

Transferor or any Subsidiary or Affiliate of any of the foregoing to service and

collect the Receivables.

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(p) No Termination Event. No event has occurred and is continuing and no

condition exists which constitutes a Termination Event or a Potential

Termination Event.

(q) Not an Investment Company. The Transferor is not, and is not controlled

by, an "investment company" within the meaning of the Investment Company Act of

1940, as amended, or is exempt from all provisions of such Act.

(r) ERISA. Each of the Transferor and its ERISA Affiliates is in compliance

in all material respects with ERISA, and no lien exists in favor of the Pension

Benefit Guaranty Corporation on any of the Receivables.

(s) Lockbox Accounts. The names and addresses of all the Lockbox Banks,

together with the account numbers of the Lockbox Accounts at such Lockbox Banks,

are specified in Exhibit B hereto (or at such other Lockbox Banks and/or with

such other Lockbox Accounts as have been notified to the Administrative Agent

and for which Lockbox Agreements have been executed in accordance with Section

2.09(b) hereof and delivered to the Collection Agent). All Obligors have been

instructed to make payment to a Lockbox Account, and only Collections are

deposited into a Lockbox Account.

(t) Bulk Sales. No transaction contemplated hereby or by the Receivables

Purchase Agreement requires compliance with any "bulk sales" act or similar law.

(u) Transfers Under Receivables Purchase Agreement. Each Receivable which

has been transferred to the Transferor by any Seller has been purchased by the

Transferor from such Seller pursuant to, and in accordance with, the terms of

the Receivables Purchase Agreement.

(v) Preference; Voidability. The Transferor shall have given reasonably

equivalent value to each Seller in consideration for the transfer to the

Transferor of the Receivables and Related Security, Collections and Proceeds

with respect thereto from such Seller, and each such transfer shall not have

been made for or on account of an antecedent debt owed by any Seller to the

Transferor, and no such transfer is or may be voidable under any Section of the

Bankruptcy Reform Act of 1978 (11 U.S.C. ss.ss. 101 et seq.), as amended (the

"Bankruptcy Code").

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

(x) Material Adverse Effect. Between the date of its formation and the

Closing Date, (i) the Transferor has not incurred any obligations, contingent or

non-contingent liabilities, liabilities for charges, long-term leases or unusual

forward or long-term commitments except with respect to receivables financing

and that, alone or in the aggregate, could reasonably be expected to have a

Material Adverse Effect, (ii) no contract, lease or other agreement or

instrument has been entered into by the Transferor or has become binding upon

the Transferor's assets except with respect to receivables financing and no law

or regulation applicable to the Transferor has been adopted, in each case that

has had or could reasonably be expected to have a Material Adverse Effect, and

(iii) the Transferor has not, except with respect to receivables financing,

entered into, and is not in default, and no third party is in default under any

material contract, lease or other agreement or instrument to which the

Transferor is a party that alone or in the aggregate

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could reasonably be expected to have a Material Adverse Effect. Between the date

of the formation of the Transferor and the Closing Date, no event has occurred

that alone or together with other events could reasonably be expected to have a

Material Adverse Effect.

Any document, instrument, certificate or notice delivered to the

Administrative Agent or any Purchaser by the Transferor or any agent of the

Transferor hereunder shall be deemed a representation and warranty by the

Transferor.

SECTION 3.02. Reaffirmation of Representations and Warranties by the

Transferor. On each day that a Transfer is made hereunder, the Transferor, by

accepting the proceeds of such Transfer, whether delivered to the Transferor

pursuant to Section 2.02(a) or Section 2.05 hereof, shall be deemed to have

certified that all representations and warranties described in Section 3.01

hereof are true and correct on and as of such day as though made on and as of

such day.

ARTICLE IV

Conditions Precedent

SECTION 4.01. Conditions to Effectiveness. This Agreement shall become

effective on the first day on which the Administrative Agent shall have received

the following documents, instruments and Fees, all of which shall be in a form

and substance acceptable to the Administrative Agent:

(a) A Certificate of the Secretary or Assistant Secretary of the Transferor

in substantially the form of Exhibit I hereto certifying (i) the names and

signatures of the officers and employees authorized on its behalf to execute

this Agreement and any other documents to be delivered by it hereunder (on which

Certificate the Administrative Agent and the Purchasers may conclusively rely

until such time as the Administrative Agent shall receive from the Transferor a

revised Certificate meeting the requirements of this clause (a)(i)), (ii) a copy

of the Transferor's Certificate of Incorporation, certified by the Secretary of

State of the State of Delaware, (iii) a copy of the Transferor's By-Laws, (iv) a

copy of resolutions of the Board of Directors of the Transferor approving this

transaction and (v) certificates of the Secretary of State of the State of

Delaware certifying the Transferor's good standing under the laws of the State

of Delaware.

(b) A Certificate of the Secretary or Assistant Secretary of each Seller in

substantially the form of Exhibit I hereto certifying (i) the names and

signatures of the officers and employees authorized on its behalf to execute the

Receivables Purchase Agreement and any other documents to be delivered by it (on

which Certificate the Administrative Agent and the Purchasers may conclusively

rely until such time as the Administrative Agent shall receive from any Seller a

revised Certificate meeting the requirements of this clause (b)(i)), (ii) a copy

of such Seller's certificate of incorporation, certified by the Secretary of

State of the state of such Seller's incorporation, (iii) a copy of such Seller's

By-Laws, (iv) a copy of resolutions of the Board of Directors of such Seller

approving this transaction and (v) certificates of the Secretary of State of the

state of such Seller's incorporation, certifying such Seller's good standing

under the laws of such state.

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(c) Evidence satisfactory to the Administrative Agent of the filing in the

appropriate filing offices of proper financing statements (Form UCC-1), naming

the Transferor as the debtor, the Administrative Agent, as secured party, and of

such other similar instruments or documents as may be necessary or, in the

reasonable opinion of the Administrative Agent, desirable under the Relevant UCC

of all appropriate jurisdictions or any comparable law to perfect the

Administrative Agent's security interest in all Receivables, Related Security,

Proceeds and Collections.

(d) Evidence satisfactory to the Administrative Agent of the filing in the

appropriate filing offices of proper financing statements (Form UCC-1), naming

each Seller as debtor, the Transferor as secured party, and the Administrative

Agent, as assignee of the secured party, and of such other similar instruments

or documents as may be necessary or, in the reasonable opinion of the

Administrative Agent, desirable under the Relevant UCC of all appropriate

jurisdictions or any comparable law to perfect the Transferor's ownership or

security interest in all Receivables, Related Security and Collections.

(e) Evidence satisfactory to the Administrative Agent of the filing in the

appropriate filing offices of proper financing statements (Form UCC-3), if any,

necessary to terminate or assign to the Administrative Agent all security

interests and other rights of any person in Receivables previously granted by

the Transferor.

(f) Evidence satisfactory to the Administrative Agent of the filing in the

appropriate filing offices of proper financing statements (Form UCC-3), if any,

necessary to terminate or assign to the Administrative Agent all security

interests and other rights of any person in Receivables, Related Security or

Proceeds previously granted by the Sellers.

(g) Certified copies of request for information or copies (Form UCC-11) (or

a similar search report certified by parties acceptable to the Administrative

Agent), dated a date reasonably near the Closing Date, listing all effective

financing statements which name the Transferor and any Seller (under their

respective present names and any previous names) as debtor and which are filed

in jurisdictions in which the filings were made pursuant to item (c), (d), (e)

or (f) above together with copies of such financing statements (none of which,

except for those filed pursuant to item (c) or (d) or those terminated pursuant

to item (e) or (f), shall cover any Receivables, Related Security or Contracts).

(h) Executed copies of the Lockbox Agreements relating to each of the

Lockbox Banks and the Lockbox Accounts.

(i) An opinion of Cahill Gordon & Reindel LLP, special counsel to the

Transferor and the Sellers, addressed to the Administrative Agent and the

Purchasers, regarding (x) substantive consolidation in the event of a bankruptcy

of Metaldyne or any Seller and true sale between each Seller and the Transferor

and (y) enforceability of the Transaction Documents to which the Transferor and

each Seller is a party, certain corporate matters and perfection of the interest

granted by the Sellers incorporated or organized in the state of Delaware to the

Transferor and the security interest granted by the Transferor to the

Administrative Agent.

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(j) Opinions of special counsel to the Sellers and the Transferor in the

states of Illinois, Indiana, Michigan and Pennsylvania, respectively, addressed

to the Administrative Agent and the Purchasers, regarding perfection and

priority of the interest granted by the Sellers to the Transferor and the

security interest granted by the Transferor to the Administrative Agent.

(k) An executed copy of this Agreement and each other Transaction Document

to be executed by the Transferor and the Sellers.

(l) A Settlement Statement for 2005 and a Deposit Report for the week

ending April 22, 2005.

(m) The most recent audited and unaudited consolidated financial statements

of the Parent and a balance sheet of the Transferor certified by its chief

financial officer.

(n) All Fees required to be paid on or prior to the Closing Date in

accordance with the Fee Letter shall have been paid.

(o) A certificate of a Responsible Officer of the Transferor to the effect

that no Termination Event or Potential Termination Event shall have occurred and

be continuing as of the Closing Date.

(p) Such other documents, instruments, certificates and opinions as the

Administrative Agent shall reasonably request.

ARTICLE V

Covenants

SECTION 5.01. Affirmative Covenants of the Transferor. At all times from

the date hereof to the later to occur of (i) the Termination Date or (ii) the

date on which the Net Investment has been reduced to zero, all accrued Discount,

Servicing Fees and all other Aggregate Unpaids shall have been paid in full, in

cash, unless the Administrative Agent shall otherwise consent in writing:

(a) Financial Reporting. The Transferor will maintain a system of

accounting established and administered in accordance with GAAP, and furnish to

the Administrative Agent:

(i) Annual Reporting. Within ninety-five (95) days after the close of

the Transferor's fiscal year, audited financial statements of the Parent

and unaudited financial statements of the Transferor, prepared in

accordance with GAAP consistently applied, in the case of the Parent on a

consolidated basis for the Parent and its Subsidiaries, including balance

sheets as of the end of such period, related statements of operations,

shareholders' equity and cash flows, accompanied by (in the case of the

Parent) an audit report certified by PriceWaterhouseCoopers LLC or other

nationally recognized independent certified public accountants (without a

"going concern" or like qualification or exception and without any

qualification or exception as to the scope of the audit), accept-

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able to the Administrative Agent, prepared in accordance with generally

accepted auditing standards and any management letter prepared by said

accountants.

(ii) Quarterly Reporting. Within fifty (50) days after the close of

the first three (3) quarterly periods of the Transferor's fiscal year, for

(x) the Transferor and (y) for the Parent and its Subsidiaries, on a

consolidated basis, unaudited balance sheets as at the close of each such

period and related statements of operations, shareholders' equity and cash

flows in each case for the period from the beginning of such fiscal year to

the end of such quarter, in each case certified by its senior financial

officer.

(iii) Compliance Certificate. Together with the financial statements

required hereunder, a compliance certificate signed by the Transferor's

chief financial officer stating that (x) the attached financial statements

have been prepared in accordance with GAAP and accurately reflect the

financial condition of the Transferor or the Parent, as applicable, and (y)

to the best of such Person's knowledge, no Termination Event or Potential

Termination Event exists, or if any Termination Event or Potential

Termination Event exists, stating the nature and status thereof.

(iv) Notice of Termination Events or Potential Termination Events. As

soon as possible and in any event within two Business Days after the actual

knowledge of a Responsible Officer of the Transferor of the occurrence of

each Termination Event or each Potential Termination Event, a statement of

the chief financial officer of the Transferor setting forth details of such

Termination Event or Potential Termination Event and the action which the

Transferor has taken or proposes to take with respect thereto.

(v) Change in Credit and Collection Policy. Within ten (10) Business

Days after the date any material change in or amendment to the Credit and

Collection Policy is made, a copy of the Credit and Collection Policy then

in effect indicating such change or amendment.

(vi) Credit and Collection Policy. Within ninety (90) days after the

close of each Seller's and the Transferor's fiscal years, a complete copy

of the Credit and Collection Policy then in effect.

(vii) ERISA. Promptly after the filing or receiving thereof, copies of

all reports and notices with respect to any reportable event (as defined in

Article IV of ERISA) which the Transferor, any of the Sellers or any ERISA

Affiliate of the Transferor or the Sellers files under ERISA with the

Internal Revenue Service, the Pension Benefit Guaranty Corporation or the

U.S. Department of Labor or which the Transferor, any of the Sellers or any

ERISA Affiliates of the Transferor or the Sellers receives from the

Internal Revenue Service, the Pension Benefit Guaranty Corporation or the

U.S. Department of Labor.

(viii) Other Information. Such other information (including

non-financial information) as the Administrative Agent or any Purchaser may

from time to time reasonably request with respect to the Sellers, the

Transferor or any Subsidiary of any of the foregoing.

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(b) Conduct of Business. The Transferor will carry on and conduct its

business in substantially the same manner and in substantially the same fields

of enterprise as it is presently conducted and do all things necessary to remain

duly incorporated, validly existing and in good standing as a domestic

corporation in its jurisdiction of incorporation and maintain all requisite

authority to conduct its business in each jurisdiction in which its business is

conducted except any jurisdictions where the failure to maintain such authority

could not reasonably be expected to have a Material Adverse Effect.

(c) Compliance with Laws. The Transferor will, and will cause each Seller

and each of the Transferor's and such Seller's Affiliates to, comply with all

laws, rules, regulations, orders, writs, judgments, injunctions, decrees or

awards to which it or its respective properties may be subject, except to the

extent that the failure to so comply with such laws, rules, regulations, writs,

judgments, injunctions, decrees or awards would not materially adversely affect

the ability of the Transferor to perform its obligations under the Agreement.

(d) Furnishing of Information and Inspection of Records. The Transferor

will, and will cause each Seller to, furnish to the Administrative Agent from

time to time such information with respect to the Receivables as the

Administrative Agent may reasonably request, including, without limitation,

listings identifying the Obligor and the Outstanding Balance for each

Receivable, together with an aging of Receivables. The Transferor will, and will

cause each Seller to, at any time and from time to time during regular business

hours and upon reasonable notice and permit the Administrative Agent or any

Purchaser, or their agents or representatives, (i) to examine and make copies of

and abstracts from all Records and (ii) to visit the offices and properties of

the Transferor and the Sellers for the purpose of examining such Records, and to

discuss matters relating to Receivables or the Transferor's and the Sellers'

performance hereunder and under the other Transaction Documents to which such

Person is a party with any of the officers or employees of the Transferor and

the Sellers having knowledge of such matters.

(e) Keeping of Records and Books of Account. The Transferor will, and will

cause each Seller to, maintain and implement administrative and operating

procedures (including, without limitation, an ability to recreate records

evidencing Receivables in the event of the destruction of the originals

thereof), and keep and maintain, all documents, books, records and other

information reasonably necessary or advisable for the collection of all

Receivables (including, without limitation, records adequate to permit the daily

identification of each new Receivable and all Collections of and adjustments to

each existing Receivable). The Transferor will, and will cause each Seller to,

give the Administrative Agent and each Purchaser prompt notice of any change in

the administrative and operating procedures of the Transferor or such Seller, as

applicable, referred to in the previous sentence to the extent such change may

have a Material Adverse Effect.

(f) Performance and Compliance with Contracts. The Transferor, at its

expense, will instruct the Collection Agent to, and to the extent applicable,

timely and fully perform and comply with all material provisions, covenants and

other promises required to be observed by the Transferor under the Contracts

related to the Receivables.

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(g) Credit and Collection Policies. The Transferor will instruct the

Collection Agent and the Sellers to comply in all material respects with the

Credit and Collection Policy in regard to each Receivable and the related

Contract.

(h) Collections. The Transferor shall instruct the Collection Agent and the

Sellers to instruct all Obligors to cause all Collections (other than

Collections remitted directly) to be deposited directly to a Lockbox Account.

(i) Collections Received. The Transferor shall, and shall instruct the

Collection Agent and the Sellers to, hold in trust, and deposit immediately (but

in any event no later than one (1) Business Day following receipt thereof) to a

Lockbox Account all Collections received from time to time by the Transferor,

the Collection Agent and the Sellers.

(j) Sale Treatment. The Transferor will not (i) account for (including for

accounting purposes), or otherwise treat, the transactions contemplated by the

Receivables Purchase Agreement in any manner other than as a sale of Receivables

by the Sellers to the Transferor, or (ii) account for (other than for tax

purposes) or otherwise treat the transactions contemplated hereby in any manner

other than as a sale of Receivables by the Transferor to the Purchasers. In

addition, the Transferor shall disclose (in a footnote or otherwise) in all of

its financial statements (including any such financial statements consolidated

with any other Persons' financial statements) the existence and nature of the

transaction contemplated hereby and by the Receivables Purchase Agreement and

the interest of the Transferor and the Purchasers in the Receivables and Related

Security, Collections and Proceeds with respect thereto.

(k) Separate Business. The Transferor shall not engage in any business not

permitted by its Certificate of Incorporation as in effect on the Closing Date.

(l) Corporate Documents. The Transferor shall only amend, alter, change or

repeal its Certificate of Incorporation or the By-laws or change its

jurisdiction of incorporation or organization with the prior written consent of

the Administrative Agent which shall not be unreasonably withheld.

(m) Net Worth. The Transferor on the Closing Date has a net worth, and

thereafter maintain at all times a net worth (as defined in accordance with

GAAP), of at least $25,000,000.

(n) Separate Corporate Existence. The Transferor shall:

(i) Maintain its own deposit account or accounts, separate from those

of any Affiliate, with commercial banking institutions and use its

commercially reasonable efforts to ensure that the funds of the Transferor

will not be diverted to any other Person or for other than corporate uses

of the Transferor and that, except as contemplated by Section 6.02(b) such

funds will not be commingled with the funds of any Seller or any Subsidiary

or Affiliate of the Sellers;

(ii) To the extent that it shares the same officers or other employees

as any of its stockholders or Affiliates, fairly allocate among such

entities the salaries of and the expenses related to providing benefits to

such officers and other employees, and each

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such entity shall bear its fair share of the salary and benefit costs

associated with all such common officers and employees;

(iii) To the extent that it jointly contracts with any of its

stockholders or Affiliates to do business with vendors or service providers

or to share overhead expenses, fairly allocate among such entities the

costs incurred in so doing, and each such entity shall bear its fair share

of such costs. To the extent that the Transferor contracts or does business

with vendors or service providers where the goods and services provided are

partially for the benefit of any other Person, the costs incurred in so

doing shall be fairly allocated to or among such entities for whose benefit

the goods or services are provided, and each such entity shall bear its

fair share of such costs;

(iv) Enter into all material transactions between the Transferor and

any of its Affiliates, whether currently existing or hereafter entered

into, only on an arm's length basis, it being understood and agreed that

the transactions contemplated in the Transaction Documents meet the

requirements of this clause (iv);

(v) Maintain office space separate from the office space of the

Sellers and any Affiliates of the Sellers. To the extent that the

Transferor and any of its stockholders or Affiliates have offices in the

same location, there shall be a fair and appropriate allocation of overhead

costs among them, and each such entity shall bear its fair share of such

expenses;

(vi) Issue separate financial statements prepared not less frequently

than quarterly and prepared in accordance with GAAP;

(vii) Conduct its affairs strictly in accordance with its certificate

of incorporation and observe all necessary, appropriate and customary

corporate formalities, including, but not limited to, holding all regular

and special stockholders' and directors' meetings appropriate to authorize

all corporate action, keeping separate and accurate minutes of its

meetings, passing all resolutions or consents necessary to authorize

actions taken or to be taken, and maintaining accurate and separate books,

records and accounts, including, but not limited to, payroll and

intercompany transaction accounts;

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

or any Affiliate thereof;

(ix) Take, or refrain from taking, as the case may be, all other

actions that are necessary to be taken or not to be taken in order to (x)

ensure that the assumptions and factual recitations set forth in the

Specified Bankruptcy Opinion Provisions remain true and correct with

respect to the Transferor and (y) comply with those procedures described in

such provisions which are applicable to the Transferor;

(x) Take such actions as are necessary to ensure that not less than

one member of Transferor's Board of Directors shall be an individual who is

not, and never has been, a direct, indirect or beneficial stockholder,

officer, director, employee, affiliate, associate, material supplier or

material customer of the Collection Agent or any of its Affiliates (other

than an Independent Director of MTSPC, Inc.) (the "Independent Direc-

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tors"). The certificate of incorporation of the Transferor shall provide

that (i) at least one member of the Transferor's Board of Directors shall

be an Independent Director, (ii) the Transferor's Board of Directors shall

not approve, or take any other action to cause the filing of, a voluntary

bankruptcy petition with respect to the Transferor unless a unanimous vote

of the Transferor's Board of Directors (which vote shall include the

affirmative vote of each Independent Director) shall approve the taking of

such action in writing prior to the taking of such action and (iii) the

provisions requiring an independent director and the provision described in

clauses (i) and (ii) of this paragraph (b) cannot be amended without the

prior written consent of each Independent Director;

(xi) Take such actions as are necessary to ensure that no Independent

Director shall at any time serve as a trustee in bankruptcy for the

Transferor or any Affiliate thereof;

(xii) Take such actions as are necessary to ensure that the books of

account, financial reports and corporate records of the Transferor will be

maintained separately from those of the Parent and each other Affiliate of

the Transferor;

(xiii) Take such actions as are necessary to ensure that any financial

statements of Parent or Affiliate thereof which are consolidated to include

the Transferor will contain detailed notes clearly stating that (A) all of

the Transferor's assets are owned by the Transferor, and (B) the Transferor

is a separate corporate entity with its own separate creditors that will be

entitled to be satisfied out of the Transferor's assets prior to any value

in the Transferor becoming available to the Transferor's equity holders;

and the accounting records and the published financial statements of the

Sellers will clearly show that, for accounting purposes, the Receivables

and Related Security have been sold to the Transferor;

(xiv) Take such actions as are necessary to ensure that the

Transferor's assets will be maintained in a manner that facilitates their

identification and segregation from those of the Parent, the Sellers and

other Affiliates of the Parent;

(xv) Take such actions as are necessary to ensure that no Affiliates

of the Transferor shall, directly or indirectly, name the Transferor or

enter into any agreement to name the Transferor a direct or contingent

beneficiary or loss payee or any insurance policy covering the property of

any such Affiliate; and

(xvi) Take such actions as are necessary to ensure that no Affiliate

of the Transferor will be, nor will hold itself out to be, responsible for

the debts of the Transferor or the decisions or actions in respect of the

daily business and affairs of the Transferor. The Transferor will

immediately correct any known misrepresentation with respect to the

foregoing, and the Transferor and its Affiliates will not operate or

purport to operate as an integrated single economic unit with respect to

each other or in their dealing with any other entity.

(o) Enforcement of Receivables Purchase Agreement. The Transferor shall