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<SEC-DOCUMENT>0000950117-03-000457.txt : 20030210
<SEC-HEADER>0000950117-03-000457.hdr.sgml : 20030210
<ACCEPTANCE-DATETIME>20030210155549
ACCESSION NUMBER:		0000950117-03-000457
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20030207
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030210

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANDARD MOTOR PRODUCTS INC
		CENTRAL INDEX KEY:			0000093389
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
		IRS NUMBER:				111362020
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04743
		FILM NUMBER:		03547365

	BUSINESS ADDRESS:	
		STREET 1:		37 18 NORTHERN BLVD
		CITY:			LONG ISLAND CITY
		STATE:			NY
		ZIP:			11101
		BUSINESS PHONE:		7183920200

	MAIL ADDRESS:	
		STREET 1:		3718 NORTHERN BLVD
		CITY:			LONG ISLAND CITY
		STATE:			NY
		ZIP:			11101
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a34416.txt
<DESCRIPTION>STANDARD MOTOR PRODUCTS, INC.
<TEXT>

<Page>

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


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                February 7, 2003
                        (Date of earliest event reported)

                          STANDARD MOTOR PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                 <C>                           <C>
          New York                                1-4743                          11-1362020
 (State or other jurisdiction             (Commission File Number)               (IRS Employer
    of incorporation)                                                          Identification No.)


        37-18 Northern Blvd. Long Island City, N.Y.                                  11101
          (Address of principal executive offices)                                (Zip Code)
</TABLE>


         Registrant's telephone number, including area code     (718) 392-0200



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





<Page>


ITEM 5.  OTHER EVENTS

         On February 10, 2003, Standard Motor Products, Inc. (the "Registrant")
announced that it had signed a definitive agreement to acquire substantially all
of the assets and to assume substantially all of the operating liabilities of
Dana Corporation's Engine Management Division. The related asset purchase
agreement is attached hereto as Exhibit 2.1. At the acquisition closing, the
Registrant and Dana will enter into a Share Ownership Agreement in connection
with Dana receiving the applicable number of shares of the Registrant's common
stock. A form of such Share Ownership Agreement is filed herewith as Exhibit
4.6. The acquisition is subject to customary closing conditions, including the
expiration of the Hart-Scott-Rodino waiting period.

         The Registrant plans to finance a portion of the cash portion of the
purchase price and the one time costs associated with the acquisition and
integration expenses with an expansion of its existing revolving credit facility
with General Electric Capital Corporation, as agent. The Amended and Restated
Credit Agreement is filed herewith as Exhibit 99.1.

         The Registrant hereby incorporates by reference the contents of the
press release of the Registrant dated February 10, 2003, filed herewith as
Exhibit 99.2.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Financial Statements and Exhibits:

            (1)      None

         (b) Pro forma financial information:

            (1)      None

         (c) Exhibits:

         2.1      Asset Purchase Agreement, dated as of February 7, 2003, by and
                  among Dana Corporation, Automotive Controls Corp., BWD
                  Automotive Corporation, Pacer Industries, Inc., Ristance
                  Corporation and Engine Controls Distribution Services, Inc.,
                  as Sellers, and Standard Motor Products, Inc., as Buyer.

         4.6      Form of Share Ownership Agreement by and between Standard
                  Motor Products, Inc. and Dana Corporation.

         99.1     Amended and Restated Credit Agreement, dated as of February 7,
                  2003 among Standard Motor Products, Inc., Stanric, Inc., and
                  Mardevco Credit Corp., as Borrowers, the other Credit Parties
                  signatory thereto, General Electric Capital Corporation, for
                  itself, as Lender, and as Agent for Lenders, Bank of America,
                  N.A., for itself, as Lender, and as Syndication Agent, GMAC
                  Commercial Finance LLC (as successor by merger to GMAC
                  Commercial Credit LLC), for itself as Lender, and as
                  Documentation Agent, and the other Lenders signatory thereto
                  from time to time.

         99.2     Press release of the Registrant, dated as of February 10,
                  2003.



                                       2


<Page>



                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.

STANDARD MOTOR PRODUCTS, INC.





By:      /s/ James J. Burke
         --------------------------------------------
         James J. Burke
         Vice President Finance, Chief Financial Officer


Dated as of February 10, 2003









                                       3



<Page>


                                  EXHIBIT INDEX

         2.1      Asset Purchase Agreement, dated as of February 7, 2003, by and
                  among Dana Corporation, Automotive Controls Corp., BWD
                  Automotive Corporation, Pacer Industries, Inc., Ristance
                  Corporation and Engine Controls Distribution Services, Inc.,
                  as Sellers, and Standard Motor Products, Inc., as Buyer.

         4.6      Form of Share Ownership Agreement by and between Standard
                  Motor Products, Inc. and Dana Corporation.

         99.1     Amended and Restated Credit Agreement, dated as of February 7,
                  2003 among Standard Motor Products, Inc., Stanric, Inc., and
                  Mardevco Credit Corp., as Borrowers, the other Credit Parties
                  signatory thereto, General Electric Capital Corporation, for
                  itself, as Lender, and as Agent for Lenders, Bank of America,
                  N.A., for itself, as Lender, and as Syndication Agent, GMAC
                  Commercial Finance LLC (as successor by merger to GMAC
                  Commercial Credit LLC), for itself as Lender, and as
                  Documentation Agent, and the other Lenders signatory thereto
                  from time to time.

         99.2     Press release of the Registrant, dated as of February 10,
                  2003.






                                       4



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>ex2-1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>

<PAGE>

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

                            ASSET PURCHASE AGREEMENT

                                  by and among

                                Dana Corporation
                                       and
                           Certain of its Subsidiaries
                                   as Sellers

                                       and

                          Standard Motor Products, Inc.
                                    as Buyer

          Providing for the Sale of Substantially all of the Assets of
                        Dana's Engine Management Business

                          Dated as of February 7, 2003

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




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                     <C>
ARTICLE I      PURCHASE AND SALE OF ASSETS...............................................................1

   1.1    Sale and Transfer of Assets....................................................................1

   1.2    Retained Assets................................................................................3

   1.3    Nonassignable Assets; Beneficial Ownership.....................................................4

ARTICLE II     ASSUMPTION OF LIABILITIES.................................................................5

   2.1    Assumed Liabilities............................................................................5

   2.2    Retained Liabilities...........................................................................6

ARTICLE III    PURCHASE PRICE............................................................................6

   3.1    Purchase Price.................................................................................6

   3.2    Payment of Purchase Price......................................................................6

   3.3    Purchase Price Adjustment......................................................................7

   3.4    Purchase Price Allocation.....................................................................10

ARTICLE IV     CLOSING AND DELIVERIES...................................................................10

   4.1    Closing.......................................................................................10

   4.2    Deliveries by Sellers.........................................................................10

   4.3    Deliveries by Buyer...........................................................................12

ARTICLE V      REPRESENTATIONS AND WARRANTIES OF SELLERS................................................13

   5.1    Organization and Standing.....................................................................13

   5.2    Authority, Validity and Effect................................................................13

   5.3    No Conflict; Required Filings and Consents....................................................13

   5.4    Financial Statements..........................................................................14

   5.5    Absence of Certain Changes....................................................................14

   5.6    Acquired Assets...............................................................................15

   5.7    Accounts Receivable...........................................................................15

   5.8    Inventory.....................................................................................15

   5.9    EMG Contracts.................................................................................15

   5.10   Intellectual Property.........................................................................17

   5.11   Real Property.................................................................................17

   5.12   Legal Proceedings.............................................................................18
</TABLE>


                                        i               Asset Purchase Agreement




<PAGE>

<TABLE>
<S>                                                                                                     <C>
   5.13   Compliance with Laws..........................................................................18

   5.14   Product Warranty..............................................................................18

   5.15   Product Liability.............................................................................19

   5.16   Employees.....................................................................................19

   5.17   Taxes.........................................................................................19

   5.18   Employee Benefit Plans........................................................................20

   5.19   Environmental Matters.........................................................................20

   5.20   Acquisition for Investment....................................................................21

   5.21   Investment Experience.........................................................................22

   5.22   Accredited Investor...........................................................................22

   5.23   No General Solicitation.......................................................................22

   5.24   No Brokers....................................................................................22

   5.25   Permits.......................................................................................22

   5.26   Necessary Assets..............................................................................22

ARTICLE VI     REPRESENTATIONS AND WARRANTIES OF BUYER..................................................22

   6.1    Organization and Standing.....................................................................23

   6.2    Authority, Validity and Effect................................................................23

   6.3    Capitalization; Title to Stock................................................................23

   6.4    No Conflict; Required Filings and Consents....................................................23

   6.5    SEC Filings...................................................................................24

   6.6    Absence of Certain Changes....................................................................24

   6.7    Legal Proceedings.............................................................................24

   6.8    Compliance with Laws..........................................................................24

   6.9    Exemption from Registration...................................................................25

   6.10   Financial Ability.............................................................................25

   6.11   No Brokers....................................................................................25

ARTICLE VII    COVENANTS................................................................................25

   7.1    Interim Operations of the EMG Business........................................................25

   7.2    Preservation of Business......................................................................26

   7.3    Reasonable Access; Confidentiality............................................................26

   7.4    Antitrust Filings.............................................................................27

   7.5    Other Actions.................................................................................28

   7.6    Buyer Financing...............................................................................29
</TABLE>


                                       ii               Asset Purchase Agreement




<PAGE>

<TABLE>
<S>                                                                                                     <C>
   7.7    Notice of Developments........................................................................29

   7.8    Publicity.....................................................................................29

   7.9    Further Assurances; Subsequent Transfers......................................................29

   7.10   Seller Share Certificates; Seller Note........................................................30

   7.11   Prorations and Post-Closing Receipts..........................................................31

   7.12   Financial Records.............................................................................32

   7.13   Tax Matters...................................................................................32

   7.14   Trademark Transition..........................................................................32

   7.15   Sale of Retained Business Lines...............................................................33

   7.16   Non-Competition...............................................................................33

   7.17   Monthly Financial Statements..................................................................34

   7.18   Title Insurance and Surveys...................................................................34

   7.19   Litigation Support............................................................................35

   7.20   Exclusivity...................................................................................35

   7.21   Accounts Receivable...........................................................................35

   7.22   Seller Designee...............................................................................36

   7.23   Right of First Offer..........................................................................36

   7.24   Information Required for Buyer's Registration Statement.......................................37

   7.25   Tooling at Vendors............................................................................38

ARTICLE VIII   ENVIRONMENTAL MATTERS....................................................................38

   8.1    Site Assessment Environmental Liabilities.....................................................38

   8.2    Environmental Remediation.....................................................................38

   8.3    Environmental Records.........................................................................40

ARTICLE IX     CONDITIONS TO CLOSING....................................................................41

   9.1    Conditions to Obligations of Sellers and Buyer................................................41

   9.2    Conditions to Obligation of Sellers...........................................................41

   9.3    Conditions to Obligation of Buyer.............................................................42

ARTICLE X      SURVIVAL AND INDEMNIFICATION.............................................................43

   10.1   Survival Periods..............................................................................43

   10.2   Indemnification...............................................................................44

   10.3   Indemnification Amounts.......................................................................44

   10.4   Claims........................................................................................45

   10.5   Exclusive Remedy..............................................................................46
</TABLE>


                                       iii              Asset Purchase Agreement




<PAGE>

<TABLE>
<S>                                                                                                     <C>
   10.6   Tax and Insurance.............................................................................47

ARTICLE XI     EMPLOYEE BENEFIT MATTERS.................................................................47

   11.1   Employment....................................................................................47

   11.2   Compensation and Employee Benefits............................................................47

   11.3   COBRA; Retiree Medical Benefits...............................................................49

   11.4   WARN Act......................................................................................49

   11.5   Non-Active Employees..........................................................................49

ARTICLE XII    TERMINATION..............................................................................49

   12.1   Termination...................................................................................49

   12.2   Effect of Termination.........................................................................50

ARTICLE XIII   MISCELLANEOUS............................................................................51

   13.1   Expenses......................................................................................51

   13.2   Successors and Assigns........................................................................51

   13.3   Third Party Beneficiaries.....................................................................52

   13.4   Notices.......................................................................................52

   13.5   Complete Agreement............................................................................53

   13.6   Captions; References..........................................................................53

   13.7   Amendment.....................................................................................53

   13.8   Waiver........................................................................................53

   13.9   Governing Law.................................................................................53

   13.10  Severability..................................................................................53

   13.11  Updated Disclosure Schedules..................................................................53

   13.12  Submission to Jurisdiction....................................................................54

   13.13  Construction..................................................................................54

   13.14  Counterparts..................................................................................55
</TABLE>


                                       iv               Asset Purchase Agreement




<PAGE>

                                    Exhibits

Exhibit A     Form of Seller Note
Exhibit B-1   Form of Patent Assignment
Exhibit B-2   Form of Trademark Assignment
Exhibit B-3   Form of Copyright Assignment
Exhibit C-1   Form of Legal Opinion of Dana Law Department
Exhibit C-2   Form of Legal Opinion of Counsel to Sellers
Exhibit D     Form of Legal Opinion of Counsel to Buyer
Exhibit E-1   EMG Financial Statements
Exhibit E-2   Pro Forma Balance Sheet
Exhibit F     Form of Bill of Sale
Exhibit G     Employees Party to Employee Retention Incentive Agreements
Exhibit H     Environmental Reports
Exhibit I     Form of Nashville Sub-Lease
Exhibit J     Form of Nashville Sub-Sub-Lease
Exhibit K     Form of Real Estate Lease Assignment
Exhibit L     Replacement Leases
Exhibit M     Form of Seller Lease
Exhibit N     [Intentionally Omitted]
Exhibit O     [Intentionally Omitted]
Exhibit P     [Intentionally Omitted]
Exhibit Q     [Intentionally Omitted]
Exhibit R     Form of Share Ownership Agreement
Exhibit S     Specified Accounting Principles
Exhibit T     Subordination Agreement
Exhibit U     Form of Beck-Arnley Supply Agreement
Exhibit V     Form of Canadian Supply Agreement
Exhibit W     Form of Buyer Transition Services Agreement
Exhibit X     Form of Sellers Transition Services Agreement
Exhibit Y     Form of IP License
Exhibit Z     Form of Branford Access Agreement

                                    Appendix

Appendix A    Definitions

                                    Schedules

Schedule 1.1(a)    Real Estate Leases
Schedule 1.1(g)    Certain Acquired Contracts
Schedule 1.1(i)    Registered Acquired Intellectual Property
Schedule 1.1(n)    Owned Real Property
Schedule 1.2(d)    Certain Retained Contracts
Schedule 1.2(e)    Certain Retained Business Line Assets
Schedule 1.2(h)    Other Retained Assets


                                        v               Asset Purchase Agreement




<PAGE>

Schedule 3.3(h)    Accounts Receivables Selection Criteria
Schedule 3.4       Allocation Schedule
Schedule 4.2(p)    Consents to be Delivered at Closing by Sellers
Schedule 4.3(q)    Consents to be Delivered at Closing by Buyer
Schedule 5.3(a)    Conflicts Exception
Schedule 5.3(b)    Consents Exception
Schedule 5.5       Changes Since September 30, 2002
Schedule 5.6       Liens; Fixed Assets Exceptions
Schedule 5.8       Inventory Exceptions
Schedule 5.9(a)    EMG Contracts
Schedule 5.9(c)    EMG Contract Exceptions
Schedule 5.9(d)    Powers of Attorney Exceptions
Schedule 5.10      Intellectual Property Exceptions
Schedule 5.11      Real Property Exceptions
Schedule 5.12      Litigation
Schedule 5.13      Compliance with Laws
Schedule 5.14      Product Warranty Exceptions; Terms and Conditions of Sale
Schedule 5.15      Product Liability Exceptions
Schedule 5.16      EMG Employees
Schedule 5.17      Pending Tax Claims
Schedule 5.18(a)   Retiree Benefits
Schedule 5.19      Environmental Matters
Schedule 5.25      Non-Transferable Permits
Schedule 5.26      Necessary Assets Exception
Schedule 6.4(a)    Conflicts
Schedule 6.4(b)    Consents
Schedule 7.1       Interim Operations
Schedule 11.1      Certain Retained Employees
Schedule 11.2(b)   Amendment to Reimbursement Agreement
Schedule 11.5      Certain Non-Active Employees
Schedule A-1       Branford Rental Properties Description
Schedule A-2       Permitted Liens
Schedule A-3       Title Commitments


                                       vi               Asset Purchase Agreement




<PAGE>

                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of February 7,
2003, by and among DANA CORPORATION, a Virginia corporation ("Dana"), AUTOMOTIVE
CONTROLS CORP., a Connecticut corporation, BWD AUTOMOTIVE CORPORATION, a
Delaware corporation, PACER INDUSTRIES, INC., a Missouri corporation, RISTANCE
CORPORATION, an Indiana corporation, ENGINE CONTROLS DISTRIBUTION SERVICES,
INC., a Delaware corporation (each a "Seller" and, collectively, "Sellers"), and
STANDARD MOTOR PRODUCTS, INC., a New York corporation ("Buyer"). Buyer and
Sellers are referred to collectively herein as the "Parties." Capitalized terms
are used herein with the meanings assigned those terms in Appendix A hereto.

                                    RECITALS:

     A. Sellers, by and through Dana's Engine Management Group, have been
engaged in the business of manufacturing and distributing certain aftermarket
parts for the passenger car and light vehicle markets in the United States.

     B. Buyer desires to purchase from Sellers, upon the terms and subject to
the conditions set forth in this Agreement, substantially all of the assets,
properties, rights and interests of Sellers in the EMG Business (more
particularly identified herein as the Acquired Assets), and Sellers desire to
sell the Acquired Assets to Buyer in consideration of certain payments by Buyer
and the assumption by Buyer of certain liabilities and obligations of Sellers,
on the terms and conditions contained in this Agreement and the other agreements
contemplated hereby.

     NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, and
subject to the terms and conditions set forth herein, Sellers and Buyer hereby
agree as follows:


                                   ARTICLE I

                           PURCHASE AND SALE OF ASSETS

     1.1 Sale and Transfer of Assets. At the Closing and effective as of the
Closing Date, Sellers shall, and shall cause their Affiliates to, sell, assign,
convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from
Sellers and such Affiliates, subject only to Permitted Liens, all right, title
and interest of Sellers and such Affiliates in and to all of the assets and
properties owned, used, occupied or held by or for the benefit of Sellers and
such Affiliates primarily in the operation of, or otherwise relating primarily
to, the EMG Business, excluding only the Retained Assets (the "Acquired
Assets"), which Acquired Assets include, by way of example and not limitation,
the following:

          (a) Leased Real Property. All of Sellers' right, title and interest
in, to and under the leases listed on Schedule 1.1(a) (the "Real Estate Leases")
and, to the extent covered

                                                        Asset Purchase Agreement



<PAGE>

by such leases, any and all buildings, structures, improvements and fixtures
located on the real property covered by such leases.

          (b) Fixed Assets. All of Sellers' right, title and interest in the
machinery and equipment, furniture, automobiles, trucks, tractors, trailers,
tools, jigs, dies and other tangible personal property used primarily in the EMG
Business (the "Fixed Assets").

          (c) Inventory. All inventories and supplies of raw materials,
work-in-process, finished goods, spare parts, supplies, storeroom contents and
other inventoried items owned or held by or on behalf of Sellers relating
primarily to the EMG Business.

          (d) Lockbox. Sellers' lockbox number 93307 with Bank One, N.A., but
excluding the account number currently associated with such lockbox number (the
"Franklin Park Lockbox").

          (e) Accounts Receivable. All trade accounts receivable of the EMG
Business and of the portion of the Retained Business Lines relating to fuel
pumps and water pumps, other than those retained under Section 1.2(b) (the
"Accounts Receivable").

          (f) Prepaid Amounts. All deposits and prepayments, to the extent
related to the EMG Business.

          (g) Contracts. All rights and incidents of interest of, and benefits
accruing to, Sellers in and to or arising out of all Contracts entered into by
any Seller, but only to the extent such Contracts relate to the EMG Business
(the "Acquired Contracts"), including the Contracts listed on Schedule 1.1(g).

          (h) Purchase Orders. All open purchase and sales orders, but only to
the extent such Contracts relate to the EMG Business (the "Purchase Orders").

          (i) Intellectual Property. All Intellectual Property owned or used by
a Seller in connection with the EMG Business (the "Acquired Intellectual
Property"), including the registered Intellectual Property and the trade names
and brand names listed on Schedule 1.1(i), and all rights thereunder, remedies
against infringement thereof, and rights to protection of interests therein.

          (j) Permits. To the extent transferable under applicable Law, all
franchises, registrations, certificates, variances, permits, licenses,
authorizations, approvals and similar rights obtained, issued or granted to any
Seller by any Governmental Authority related primarily to the EMG Business (the
"Permits").

          (k) Books and Records. All books and records (or true and correct
copies thereof), including all computerized books and records and all Contracts,
files, documents, lists, plats, correspondence, architectural plans, drawings
and specifications, invoices, forms, customer records, promotional and
advertising materials, technical data, operating records, operating manuals,
instructional documents, employee files (to the extent permitted under
applicable Law) and other printed or written materials, in each case, to the
extent related to the EMG Business.


                                       2                Asset Purchase Agreement




<PAGE>

          (l) Warranties. All rights under or pursuant to all warranties,
representations and guarantees, whether express or implied, made by suppliers,
manufacturers, contractors and other third parties with respect to any of the
Acquired Assets.

          (m) Claims and Causes of Action. All claims, defenses, causes of
action, choses in action, rights of recovery, rights of set off, and rights of
recoupment related to the EMG Business or the Acquired Assets or Assumed
Liabilities, excluding, however, any claims or rights under the insurance
policies described in Section 1.2(i) and excluding any of the foregoing that
relate to any Retained Assets or Retained Liabilities.

          (n) Real Property. All of Sellers' right, title and interest in and to
the real property described on Schedule 1.1(n), and all buildings, structures,
improvements, and fixtures located thereon (the "Owned Real Property"), except
as otherwise provided in Section 3.3(b).

          (o) Other Intangible Assets. The EMG Business as carried on and
conducted by Sellers as a going concern, including any and all goodwill and
similar intangible assets associated therewith and all customer lists, supplier
lists, catalogues, sales brochures and other marketing data.

     1.2 Retained Assets. Sellers shall retain the following assets only
(collectively, the "Retained Assets") and Buyer will in no way be construed to
have purchased or acquired (or to be obligated to purchase or to acquire) any
interest whatsoever in any such Retained Assets:

          (a) Cash and Cash Equivalents. Any cash, cash equivalents, marketable
securities, deposit accounts, payroll accounts, lockboxes (other than the
Franklin Park Lockbox) and investment accounts of Sellers.

          (b) Retained Accounts Receivable. All trade accounts receivable owed
to a Seller by any other Seller or by any Affiliate of any Seller and all trade
accounts receivable of the EMG Business that have been sold to Dana Asset
Funding L.L.C. on or prior to December 31, 2002.

          (c) Retained Real Property. All right, title and interest of any
Seller in (i) any Owned Real Property retained by Sellers and leased to Buyer
pursuant to Section 3.3(b) and (ii) the Branford Rental Properties.

          (d) Contracts. All Contracts of Sellers other than those described in
Sections 1.1(a), 1.1(g) and 1.1(h), including those Contracts listed on Schedule
1.2(d).

          (e) Retained Business Lines. All right, title and interests of any
Seller in and to the Retained Business Lines and all buildings, land, inventory,
machinery, equipment and other assets used primarily in the Retained Business
Lines, including, without limitation, those listed on Schedule1.2(e).

          (f) Former EMG Facilities. All right, title and interests of any
Seller in the buildings, land, machinery and equipment and other personal
property located at the Former EMG Facilities.


                                       3                Asset Purchase Agreement




<PAGE>

          (g) Other Assets. All assets not used primarily in the EMG Business
and all assets of Sellers exclusively used in businesses of Sellers other than
the EMG Business, including all rights (beyond those provided to Buyer under
Section 7.14) to the Dana name or any derivation thereof.

          (h) Other Retained Assets. The assets identified on Schedule 1.2(h).

          (i) Insurance Policies. All insurance policies of Sellers and their
Affiliates and all rights, including any prepayments or deposits, thereunder.

          (j) Employee Benefits Plans. All Seller Benefit Arrangements and all
Seller ERISA Plans.

          (k) Retained Records. All books, records and other data that relate to
the Retained Assets or the Retained Liabilities and all books, records and other
data that Sellers are required by Law to retain.

          (l) Tax Refunds. All rights or claims to refunds or credits relating
to Taxes paid by any Sellers.

     1.3 Nonassignable Assets; Beneficial Ownership.

          (a) Notwithstanding any provision in this Agreement to the contrary,
this Article I does not constitute an agreement to assign, transfer or convey
any of the Acquired Assets that are not capable of being validly sold, assigned,
transferred or conveyed without the Consent of any third party and which Consent
is not obtained on or prior to the Closing Date (a "Nonassignable Asset").

          (b) Subject to Section 7.9(b) hereof, to the extent that any
conveyances, assignments, transfers and deliveries contemplated by this
Agreement have not occurred as of the Closing Date, Sellers and Buyer shall
cooperate to effect such action as promptly thereafter as is practicable.
Notwithstanding the foregoing, neither Sellers nor Buyer will be liable in any
manner to any Person who is not a party to this Agreement for any failure of any
of the transfers contemplated by this Agreement to be consummated on or
subsequent to the Closing Date. Whether or not all of the Acquired Assets or the
Assumed Liabilities have been legally transferred to or assumed by Buyer as of
the Closing Date, Buyer will have, and will be deemed to have acquired, complete
and sole beneficial ownership over all of the Acquired Assets, including any
Nonassignable Assets, together with all of Sellers' rights, powers and
privileges incident thereto, and Buyer will be deemed to have assumed in
accordance with the terms of this Agreement all of the Assumed Liabilities and
all of Sellers' Liabilities, duties, obligations and responsibilities incident
thereto.

          (c) Nothing in this Section 1.3 shall be construed to waive or modify
any right of Buyer to require a Consent set forth on Schedule 4.2(p) as a
condition to Buyer's obligation to consummate the transactions contemplated by
this Agreement.


                                       4                Asset Purchase Agreement




<PAGE>

                                   ARTICLE II

                            ASSUMPTION OF LIABILITIES

     2.1 Assumed Liabilities. At the Closing and effective as of the Closing
Date, on and subject to the terms and conditions of this Agreement, Buyer shall
assume and thereafter perform, pay and discharge in accordance with their terms
only the following Liabilities of Sellers relating to the EMG Business
(collectively, the "Assumed Liabilities"):

          (a) Final Net Book Value Statement. All Liabilities reflected on the
Final Net Book Value Statement.

          (b) Real Estate Leases. All Liabilities arising under the Real Estate
Leases.

          (c)Trade Payables. All Liabilities for trade accounts payable of the
EMG Business and all Liabilities for trade accounts payable, outstanding on the
Closing Date, of the portion of the Retained Business Lines relating to fuel
pumps and water pumps, to the extent such trade accounts payable are reflected
on the Final Net Book Value Statement (the "Trade Payables").

          (d) Contracts. All Liabilities arising under the Purchase Orders and
the Acquired Contracts.

          (e) Employment Liabilities. All Liabilities arising out of the
employment of the Transferred Employees (including accrued compensation and
vacation) except only those Liabilities to be retained by Sellers or paid by
Sellers pursuant to Article XI of this Agreement.

          (f) Workers' Compensation and Other Employee Claims. (i) All
Liabilities resulting from workers' compensation claims asserted by any
Transferred Employee relating to accidents or incidents occurring on or after
the Closing Date, including any occupational disease losses and any recurrences
(as distinct from reaggravations) of any prior injuries, (or if such accident or
incident is of a recurring or continuing nature that commenced prior to the
Closing Date, a pro rata portion of such Liability based on the ratio of the
number of days that such Transferred Employee was employed by Buyer while such
accident or incident continued to the total number of days that such accident or
incident continued), (ii) all Liabilities for claims (other than those arising
from such workers' compensation claims) asserted by any Transferred Employee on
or after the Closing Date and relating to an event or action that occurs on or
after the Closing Date (or if such claim is made prior to December 31, 2004 and
such event or action is of a recurring or continuing nature that commenced prior
to the Closing Date, a pro rata portion of such Liability based on the ratio of
the number of days that such Transferred Employee was employed by Buyer while
such event or action continued to the total number of days that such event or
action continued), and (iii) all Liabilities for claims (other than those
arising from workers' compensation claims) asserted by any Transferred Employee
after December 31, 2004 and relating to an event or action that occurred prior
to the Closing Date.

          (g) Warranties and Sales Returns. All Liabilities for product
warranties, product recalls, refunds or sales returns, repair or replacement and
all performance guarantees


                                       5                Asset Purchase Agreement




<PAGE>

and similar obligations, related to products delivered, manufactured or sold or
services performed by the EMG Business regardless of whether such Liabilities
relate to periods or events occurring before or after the Closing Date.

          (h) Product Liability. All Liabilities for personal or bodily injury
(including death) or property damage relating to any products delivered,
manufactured or sold or services performed by the EMG Business, but only to the
extent that such injury, death or damage occurs on or after the Closing Date.

     2.2 Retained Liabilities. All Liabilities of Sellers of any nature, whether
known or unknown, contingent or fixed, that are not Assumed Liabilities are
"Retained Liabilities," provided, however, that "Retained Liabilities" shall not
include any Liabilities arising under any Environmental, Health or Safety
Requirements or with respect to Environmental Claims or Environmental Costs
arising from Environmental Conditions at the Real Property, irrespective of
whether such Liability attaches or accrues to Buyer or Sellers in the first
instance, other than: (i) any Liability resulting from the transport, disposal
or treatment, or the arrangement for transport, disposal or treatment, prior to
the Closing Date, to or at any locations other than the Real Property, of any
waste or substance (including any hazardous waste, Hazardous Substance or
petroleum product); (ii) any off-site Liability resulting from a private
Third-Party claim for personal injury, property damage, diminution and/or
cleanup costs in connection with any Hazardous Substances which are identified
as emanating from the Real Property during the Buyer's Further Investigations
and/or Sellers' Further Investigations or during Sellers' remediation; (iii)
Liability arising from a private Third-Party claim for personal injury to the
extent arising from exposure or alleged exposure to Hazardous Substances at the
Real Property prior to the Closing Date, except workers compensation and other
employee claims assumed by Buyer pursuant to Section 2.1(f) above; (iv) the Site
Assessment Environmental Liabilities as defined under Section 8.1; (v) all
Liabilities for those matters identified on Schedule 5.19; or (vi) any penalties
or fines to the extent arising from Sellers' violations of any affirmative
obligation or duty pursuant to Environmental, Health and Safety Requirements.

                                  ARTICLE III

                                 PURCHASE PRICE

     3.1 Purchase Price. In full consideration for the transfer of the Acquired
Assets, Buyer shall pay to Sellers an aggregate amount equal to the lesser of
the Closing Net Book Value or $125,000,000, except as otherwise provided in
Section 3.3(h) (the "Purchase Price"), and shall assume the Assumed Liabilities.

     3.2 Payment of Purchase Price.

          (a) On the Closing Date, Buyer shall pay the Estimated Purchase Price
(as defined in Section 3.3(b)) to Dana, as agent for Sellers, as follows:


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<PAGE>

               (i) Seventy-five percent (75%) of the Estimated Purchase Price in
     cash by wire transfer of immediately available funds to an account
     designated by Dana prior to the Closing;

               (ii) the number of fully paid and non-assessable shares of
     Buyer's common stock, $2.00 par value (the "Common Shares"), obtained by
     dividing the amount equal to twelve and one-half percent (12.5%) of the
     Estimated Purchase Price by the average closing price of the Common Shares
     on the New York Stock Exchange during the ten trading days immediately
     preceding the Closing Date (the "Price Per Share"); the Common Shares to be
     issued pursuant to this Section 3.2(a)(ii) are herein referred to as the
     "Seller Shares," and the Seller Shares shall be issued to the Seller
     Designee and held by it pursuant to the terms of the Share Ownership
     Agreement; and

               (iii) a promissory note, payable to the Seller Designee and
     having an original principal amount equal to twelve and one-half percent
     (12.5%) of the Estimated Purchase Price, substantially in the form of
     Exhibit A hereto (the "Seller Note").

          (b) To the extent that the computation provided for in Section
3.2(a)(ii) would result in the issuance to the Seller Designee of fractional
shares, the number of Seller Shares will be reduced to the next lowest whole
number and the cash payment to be made by Buyer under Section 3.2(a)(i) will be
increased by an amount equal to the Price Per Share multiplied by such
fractional interest.

     3.3 Purchase Price Adjustment.

          (a) As used herein, the term "Closing Net Book Value" means the net
book value of the Acquired Assets less the net book value of the Assumed
Liabilities as of the close of business on the Closing Date and as such values
are determined in accordance with the Specified Accounting Principles and
reflected in the Final Net Book Value Statement.

          (b) On the Business Day immediately preceding the Closing Date,
Sellers shall prepare and deliver to Buyer an Estimated Closing Net Book Value
Statement determined using the most recent financial statements delivered to
Buyer pursuant to Section 7.17 (the "Estimated Closing Net Book Value
Statement"). The net book value of the Acquired Assets less the net book value
of the Assumed Liabilities as reflected on the Estimated Closing Net Book Value
Statement shall be the "Estimated Closing Net Book Value." Buyer shall pay Dana,
as agent for Sellers, an aggregate amount equal to the lesser of $125,000,000 or
the Estimated Closing Net Book Value (the "Estimated Purchase Price"), allocated
among cash, the Seller Shares and the Seller Note in accordance with the
percentages set forth in Section 3.2(a). If the Estimated Closing Net Book Value
as determined from the Estimated Closing Net Book Value Statement delivered by
Sellers would exceed $125,000,000 (such excess being referred to below as the
"Estimated NBV Excess"), then there shall be excluded from the Acquired Assets,
and included within the Retained Assets, Owned Real Property selected by Dana as
agent for the Sellers and having a net book value (determined on the basis of
the Estimated Closing Net Book Value Statement) that equals as closely as
possible (but is not in any event less than) the Estimated NBV Excess. Such
excluded Owned Real Property shall be leased by the applicable Seller pursuant
to a Seller Lease. In such event, the Estimated Closing


                                       7                Asset Purchase Agreement




<PAGE>

Net Book Value Statement and the Specified Accounting Principles shall be
revised to give effect to the exclusion of such Owned Real Property from the
Acquired Assets, and the Estimated Purchase Price shall be determined on the
basis of such revised Estimated Closing Net Book Value Statement.

          (c) Within sixty days after the Closing Date, Sellers shall prepare
and deliver to Buyer a statement of the Closing Net Book Value (the "Closing Net
Book Value Statement"). The Closing Net Book Value Statement will be prepared in
accordance with the Specified Accounting Principles.

          (d) Buyer shall allow Sellers and Sellers' independent accountants
("Sellers' Accountants") access during normal business hours to the business,
books, records and personnel of the EMG Business to the extent necessary for the
preparation of the Closing Net Book Value Statement, and Buyer shall cooperate
and direct its personnel and its independent accountants ("Buyer's Accountants")
to cooperate with Sellers and Sellers' Accountants in all reasonable respects to
facilitate preparation and delivery of the Closing Net Book Value Statement and
in connection with the resolution of any disputes with respect thereto and the
determination of the Final Net Book Value Statement. Buyer and its
representatives, including Buyer's Accountants, will be entitled to review all
work papers, if any, of Sellers' Accountants prepared subsequent to the date
hereof and related to the Closing Net Book Value Statement to the extent
necessary for Buyer to review the Closing Net Book Value Statement and to
resolve any disputes concerning the same.

          (e) The Closing Net Book Value Statement delivered by Sellers to Buyer
will be the Final Net Book Value Statement and will be conclusive and binding on
the Parties unless Buyer, within the thirty-day period after the delivery to
Buyer of the Closing Net Book Value Statement, notifies Sellers in writing that
Buyer disputes any of the amounts set forth therein, specifying the nature of
each dispute and the basis therefor (the "Dispute Notice"); provided, however,
that Buyer may deliver a Dispute Notice to Sellers only if Buyer reasonably
believes that the Closing Net Book Value Statement contains mathematical errors
or has not been prepared in accordance with the Specified Accounting Principles.
Sellers and its representatives, including Sellers' Accountants, will be
entitled to review all work papers, if any, of Buyer's Accountants prepared
subsequent to the date hereof and related to the Closing Net Book Value
Statement to the extent necessary for Seller to resolve any disputes concerning
the Closing Net Book Value Statement. Failure by Buyer to dispute the amounts
reflected in the Closing Net Book Value Statement within such thirty-day period
will be deemed by Buyer's acceptance of the Closing Net Book Value Statement as
the Final Net Book Value Statement. The Parties shall attempt in good faith to
reach agreement resolving all of the disputes set forth in the Dispute Notice
within thirty days after the Dispute Notice is delivered by Buyer to Sellers, in
which event the Closing Net Book Value Statement, as amended, if necessary, to
reflect the resolution of all such disputes, will be the Final Net Book Value
Statement and will be conclusive and binding on the Parties. If the Parties are
unable to resolve any or all of such disputes within the aforesaid thirty-day
period, the Parties will, promptly after the expiration of such time period,
submit for resolution all unresolved disputes to a mutually acceptable
independent accounting firm (the "Designated Accounting Arbitrator") as an
arbiter for resolution. Promptly, but no later than thirty days after its
acceptance of its appointment as Designated Accounting Arbitrator, the
Designated


                                       8                Asset Purchase Agreement




<PAGE>

Accounting Arbitrator shall determine, based solely on presentation by Buyer and
Sellers and not by independent review, those items in dispute on the Closing Net
Book Value Statement and shall render a written report to Buyer and Sellers as
to the resolution of each dispute and the resulting calculation of the Final Net
Book Value Statement and the Closing Net Book Value. In resolving any disputed
item, the Designated Accounting Arbitrator may not assign a value to such item
greater than the greatest value for such item claimed by either Party or less
than the smallest value for such item claimed by either Party. The Designated
Accounting Arbitrator will have exclusive jurisdiction over, and resort to the
Designated Accounting Arbitrator as provided in this Section 3.3(e) will be the
sole recourse and remedy of, the Parties against one another or any other Person
(including Sellers' Accountants or Buyer's Accountants) with respect to any
disputes arising out of or relating to the Closing Net Book Value Statement
and/or the Final Net Book Value Statement. The Designated Accounting
Arbitrator's determination will be conclusive and binding on the Parties and
will be enforceable in a court of law.

          (f) Sellers shall pay the fees and expenses of Sellers' Accountants,
and Buyer shall pay the fees and expenses of Buyer's Accountants. Buyer and
Sellers shall share equally the fees and expenses of the Designated Accounting
Arbitrator.

          (g) As used herein, the term "Final Net Book Value Statement" means
(i) the Closing Net Book Value Statement if no Dispute Notice is given by Buyer
within the time period set forth in Section 3.3(e); (ii) if the Dispute Notice
is timely given and all of the disputed items are resolved by mutual agreement
of the Parties, the Closing Net Book Value Statement, as amended, if necessary,
to reflect such resolution of all disputes; or (iii) if any or all of the
disputed items are submitted to the Designated Accounting Arbitrator for
resolution, the Closing Net Book Value Statement, as amended, if necessary, to
reflect any resolution of any disputes by mutual agreement of the Parties and
the resolution of all other disputes by the Designated Accounting Arbitrator.

          (h) If the Closing Net Book Value exceeds $125,000,000, then Buyer
shall, at its option, (i) pay to Sellers the amount of such excess in cash or
(ii) assign to the Seller Designee accounts receivable of the EMG Business,
selected on the basis of the criteria set forth on Schedule 3.3(h), in an
aggregate amount which equals the amount of such excess. If the Purchase Price
is less than the Estimated Purchase Price, then: effective as of the Closing
Date, such difference shall be applied to reduce the amount of the cash, the
number of Seller Shares, and the principal amount of the Seller Note that were
paid or delivered on the Closing Date, such reduction to be made in accordance
with the percentages in Section 3.2(a); and in furtherance thereof, Sellers
shall pay to Buyer the amount of any reduction in the cash component of the
Purchase Price (plus interest thereon at a rate of 5% per annum from the Closing
Date) and shall transfer to Buyer the applicable number of Seller Shares, and
Buyer shall issue to the Seller Designee a replacement Seller Note for the
reduced principal amount. Alternatively, if the Purchase Price is greater than
the Estimated Purchase Price, then: effective as of the Closing Date, such
difference shall be applied to increase the amount of the cash, the number of
Seller Shares and the principal amount of the Seller Note, such increase to be
made in accordance with the percentages set forth in Section 3.2(a); and in
furtherance thereof, Buyer shall pay to the Seller Designee the amount of any
increase in the cash component of the Purchase Price (plus interest thereon at a
rate of 5% per annum from the Closing Date) and


                                       9                Asset Purchase Agreement




<PAGE>

shall issue to Seller Designee the applicable number of Seller Shares, and Buyer
shall issue to the Seller Designee a replacement Seller Note for the increased
principal amount. Seller and Buyer shall make payment, shall transfer or issue
such Seller Shares and shall issue such replacement Seller Note within ten (10)
Business Days after the date on which the Final Net Book Value Statement is
determined. Any such payment of cash shall be made by wire transfer of
immediately available funds to an account designated by the payee. To the extent
that the adjustments provided for in the foregoing sentences would result in the
transfer or issuance of fractional shares, the number of Seller Shares so
transferred or issued will be reduced to the next lowest whole number and the
Party transferring or issuing such shares shall pay the other Party an amount in
cash equal to the Price Per Share multiplied by such fractional interest. Upon
receipt from Buyer of a replacement promissory note providing for any such
revised principal amount, the Seller Designee shall promptly return the original
Seller Note.

     3.4 Purchase Price Allocation. The Purchase Price, plus the aggregate
amount of the Assumed Liabilities included in the amount realized on the sale of
Acquired Assets for federal income tax purposes, will be allocated among the
Acquired Assets and the non-competition agreement described in Section 7.16 in
accordance with the allocation schedule attached hereto as Schedule 3.4. Such
schedule shall be adjusted as the parties agree to reflect any adjustment
pursuant to Section 3.3(h) to the Purchase Price or to the amount of Assumed
Liabilities included in the amount realized on the sale of the Acquired Assets
for federal income tax purposes. Unless otherwise required under applicable Law,
Buyer and Sellers shall report the purchase and sale of the Acquired Assets on
all Tax Returns, including timely filed Internal Revenue Service Forms 8594, in
accordance with the allocation shown on such schedule, as adjusted. All
allocations made pursuant to this Section 3.4 will be binding upon the Parties
and their respective successors and assigns. Neither Buyer nor Seller shall take
any position (whether in returns, audits, or otherwise) which is inconsistent
with the allocation shown on such schedule.

                                   ARTICLE IV

                             CLOSING AND DELIVERIES

     4.1 Closing. The closing of the transactions contemplated hereby (the
"Closing") is to take place at the offices of Jones, Day, Reavis & Pogue, 222
East 41st Street, New York, New York 10017, at 10:00 a.m. local time on the
first Business Day following the satisfaction or waiver of each of the
conditions set forth in Article IX (other than those conditions that are to be
satisfied at the Closing), or on such other date or at such other time and place
or in such other manner as the Parties agree in writing (the "Closing Date").
All proceedings to be taken and all documents to be executed and delivered by
all Parties at the Closing will be deemed to have been taken and executed
simultaneously and no proceedings will be deemed to have been taken nor
documents executed or delivered until all have been taken, executed and
delivered.

     4.2 Deliveries by Sellers. At the Closing, Sellers shall deliver or cause
to be delivered to Buyer the following items:

          (a) the Nashville Sub-Lease, duly executed by Dana;


                                       10               Asset Purchase Agreement




<PAGE>

          (b) the Nashville Sub-Sub-Lease, duly executed by the Seller party
thereto;

          (c) the Real Estate Conveyances, each duly executed by the Seller
party thereto;

          (d) the Seller Leases, if any, each duly executed by the Seller party
thereto;

          (e) the Real Estate Lease Assignments, each duly executed by the
Seller party thereto;

          (f) the Bill of Sale, duly executed by each Seller;

          (g) such assignments, substantially in the forms of Exhibits B-1, B-2
and B-3 hereto, as are necessary to effectuate the transfer of the Acquired
Intellectual Property listed on Schedule 1.1(i) (the "IP Assignments"), each
duly executed by the applicable Seller;

          (h) the IP Licenses, duly executed by the applicable Sellers;

          (i) the Branford Access Agreement, duly executed by the applicable
Seller;

          (j) the Share Ownership Agreement, duly executed by the Seller
Designee;

          (k) the Subordination Agreement, duly executed by Dana;

          (l) subject to Section 7.15, the Supply Agreements, each duly executed
by the applicable Seller;

          (m) the Replacement Leases, each duly executed by the Seller party
thereto and the lessor party thereto;

          (n) the Transition Services Agreements, each duly executed by Dana;

          (o) such other documents, instruments of sale, transfer, conveyance
and assignment as Buyer shall reasonably require to vest Sellers' right, title
and interest in and to the Acquired Assets in Buyer;

          (p) evidence satisfactory to Buyer that Sellers have obtained the
Consents listed on Schedule 4.2(p);

          (q) copies of the resolutions of the Board of Directors of each Seller
authorizing this Agreement and the Ancillary Agreements and the transactions
contemplated hereby and thereby, certified by the secretary or other appropriate
officer of such Seller;

          (r) legal opinions from Dana's law department and Dana's outside
counsel substantially in the form of Exhibits C-1 and C-2; and

          (s) the certificate from Sellers referred to in Section 9.3(c).


                                       11               Asset Purchase Agreement




<PAGE>

     4.3 Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to be
delivered to Sellers the following items:

          (a) one or more share certificates evidencing the Seller Shares, duly
signed by such officers of Buyer as are required by its By-Laws to sign the
same;

          (b) the Seller Note, duly executed by Buyer;

          (c) the Nashville Sub-Lease, duly executed by Buyer;

          (d) the Nashville Sub-Sub-Lease, duly executed by Buyer;

          (e) the Seller Leases, if any, each duly executed by Buyer;

          (f) the Real Estate Lease Assignments, each duly executed by Buyer;

          (g) the Bill of Sale, duly executed by Buyer;

          (h) the IP Assignments, each duly executed by Buyer;

          (i) the IP Licenses, duly executed by Buyer;

          (j) the Branford Access Agreement, duly executed by Buyer;

          (k) the Share Ownership Agreement, duly executed by Buyer;

          (l) the Subordination Agreement, duly executed by Buyer and Buyer's
Lender;

          (m) subject to Section 7.15, the Supply Agreements, each duly executed
by Buyer;

          (n) the Replacement Leases, each duly executed by Buyer;

          (o) the Transition Services Agreements, each duly executed by Buyer;

          (p) such other documents and instruments as Sellers shall reasonably
require to evidence the assumption of the Assumed Liabilities by Buyer;

          (q) evidence satisfactory to Sellers that Buyer has obtained the
Consents listed on Schedule 4.3(q);

          (r) copies of the resolutions of the Board of Directors of Buyer
authorizing this Agreement and the Ancillary Agreements and the transactions
contemplated hereby and thereby, certified by the secretary or other appropriate
officer of Buyer;

          (s) a legal opinion from Buyer's outside counsel substantially in the
form of Exhibit D, and


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<PAGE>

          (t) the certificate from Buyer referred to in Section 9.2(c).

                                   ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

     Each Seller jointly and severally represents and warrants to Buyer as
follows:

     5.1 Organization and Standing. Each Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of the state
of its incorporation. Each Seller is duly qualified to do business and in good
standing in the states of the United States in which the character of the
properties owned or leased by it and used by it in the EMG Business or in which
the conduct of the EMG Business requires it to be so qualified, except where the
failure to be so qualified or to be in good standing would not reasonably be
expected to have a Material Adverse Effect on the EMG Business.

     5.2 Authority, Validity and Effect. Each Seller has all requisite corporate
power and authority to execute, deliver and perform its obligations under this
Agreement and each of the Ancillary Agreements and to consummate the
transactions contemplated hereby and thereby. Each Seller's execution, delivery
and performance of its obligations under this Agreement and each of the
Ancillary Agreements, and the consummation of the transactions contemplated
hereby and thereby, have been duly authorized by all required corporate action.
This Agreement has been, and each of the Ancillary Agreements will be as of the
Closing Date, duly executed and delivered by each Seller party hereto or
thereto. This Agreement is, and each Ancillary Agreement will, when so executed
and delivered, be, the legal, valid and binding obligation of each Seller party
hereto or thereto, enforceable against it in accordance with the terms hereof or
thereof, except as limited by (i) applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors' rights generally from time to time in effect and (ii) the
availability of equitable remedies (regardless of whether enforceability is
considered in a proceeding at law or in equity).

     5.3 No Conflict; Required Filings and Consents.

          (a) Neither the execution and delivery by any Seller of this Agreement
or any of the Ancillary Agreements, nor the consummation by such Seller of the
transactions contemplated herein or therein, nor compliance by such Seller with
any of the provisions hereof or thereof, will, except as set forth on Schedule
5.3(a), (i) conflict with or result in a breach of any provision of such
Seller's Certificate of Incorporation or By-Laws (or equivalent organizational
documents); (ii) conflict with, constitute or result in the breach of any term,
condition or provision of, or constitute a default under, result in or give rise
to any right of termination, cancellation or acceleration with respect to, or
result in the creation or imposition of any Lien upon any of the Acquired Assets
pursuant to, or require any notice under, any note, bond, mortgage, indenture,
Contract or other instrument or obligation to which any Seller is a party or by
which the EMG Business is subject, and that, in any such event, would reasonably
be expected to have a Material Adverse Effect on the EMG Business; or (iii)
subject to receipt of the requisite approvals referred to in Section 5.3(b),
violate any Order or Law to which any of the Sellers, the EMG Business or the
Acquired Assets are subject.


                                       13               Asset Purchase Agreement




<PAGE>

          (b) Other than (i) those required under the HSR Act, (ii) those set
forth on Schedule 5.3(b), and (iii) where the failure to give such notice, make
such filing or receive such Consent would not reasonably be expected to have a
Material Adverse Effect on the EMG Business, no notice to, filing with,
authorization of, exemption by or Consent of any Person is necessary for the
consummation by any Seller of the transactions contemplated in this Agreement
and the Ancillary Agreements.

     5.4 Financial Statements.

          (a) Attached hereto as Exhibit E-1 are the following financial
statements with respect to the EMG Business and the Retained Business Lines
relating to fuel pumps and water pumps (collectively, the "EMG Financial
Statements"): (i) audited balance sheets as of December 31, 2001 and September
30, 2002 and (ii) results of operations and cash flows for the years ended
December 31, 2000 and December 31, 2001 and for the nine-month period ended
September 30, 2002. Each of the EMG Financial Statements presents fairly, in all
material respects, the financial position of the EMG Business and the Retained
Business Lines relating to fuel pumps and water pumps as of the respective date
thereof, and the results of operations of the EMG Business and the Retained
Business Lines relating to fuel pumps and water pumps for the respective period,
all in conformity with GAAP consistently applied during the periods involved as
described in Note 1 to the EMG Financial Statements.

          (b) Attached hereto as Exhibit E-2 is a pro forma unaudited balance
sheet as of September 30, 2002 representing the Acquired Assets and the Assumed
Liabilities (the "Pro Forma Balance Sheet"), along with a reconciliation to the
audited balance sheet in the EMG Financial Statements as of the same date. The
Pro Forma Balance Sheet presents the financial position of the EMG Business and
the Retained Business Lines relating to fuel pumps and water pumps in accordance
with the Specified Accounting Principles. The Final Net Book Value Statement
will accurately present all Liabilities for trade accounts payable of the EMG
Business and the Retained Business Lines relating to fuel pumps and water pumps
in accordance with the Specified Accounting Principles.

     5.5 Absence of Certain Changes. Except as set forth on Schedule 5.5, since
September 30, 2002, there has not been any Material Adverse Effect on the EMG
Business or the Acquired Assets. Without limiting the generality of the
foregoing, since September 30, 2002, except as described on Schedule 5.5:

          (a) no Seller has sold, leased, transferred, or assigned any of the
material assets, tangible or intangible, of the EMG Business other than for fair
value in the Ordinary Course of Business;

          (b) no Seller has entered into any Contract or series of related
Contracts with respect to the EMG Business outside the Ordinary Course of
Business;

          (c) no party (including a Seller) has accelerated, terminated,
modified or cancelled any Contract with respect to the EMG Business involving
more than $75,000;

          (d) no Seller has made any capital expenditure (or series of related
capital expenditures) related to the EMG Business involving more than $75,000;


                                       14               Asset Purchase Agreement




<PAGE>

          (e) no Seller has made any capital investment in, any loan to, or any
acquisition of the securities or assets of any other Person (or series of
related capital investments, loans or acquisitions) with respect to the EMG
Business outside the Ordinary Course of Business;

          (f) no Seller has cancelled, compromised, waived or released any right
or claim (or series of related rights or claims) related to the EMG Business
outside the Ordinary Course of Business;

          (g) no Seller has experienced any damage, destruction or loss (whether
or not covered by insurance) to any of its material property used in the EMG
Business; and

          (h) no Seller has committed to any of the foregoing.

     5.6 Acquired Assets. Except as disclosed on Schedule 5.6:

          (a) Sellers have title to, and the unqualified right to use and
transfer to Buyer, the Acquired Assets, free and clear of all Liens other than
Permitted Liens; and

          (b) none of the Fixed Assets are subject to, or held under, any
security, conditional sales or other title retention Contract or will be located
on the Closing Date at any location in which Buyer will not be conveyed an
interest under this Agreement or one of the Ancillary Agreements.

     5.7 Accounts Receivable. The Accounts Receivable represent sales actually
made in the Ordinary Course of Business. The EMG Financial Statements contain,
as of their respective dates adequate reserves for uncollectible accounts in
accordance with the Specified Accounting Principles.

     5.8 Inventory. Except as set forth on Schedule 5.8, and except to the
extent of the reserves provided for on the Final Net Book Value Statement, all
inventories of goods held by Sellers is of merchantable quality and usable or
salable in the ordinary course of the EMG Business.

     5.9 EMG Contracts.

          (a) Schedule 5.9(a) sets forth a list, as of the date hereof, of the
following Contracts regarding the EMG Business (the "EMG Contracts"):

               (i) Each Contract (or group of related Contracts) to which a
     Seller is a party requiring payment in excess of $75,000 per year, except
     those that are terminable at the option of a Seller upon thirty (30) days'
     notice or less;

               (ii) Each Contract (including each Purchase Order) covering the
     lease, purchase or service of tangible personal property to which a Seller
     is a party requiring payments in excess of $75,000 per year, except those
     that are terminable at the option of a Seller upon thirty (30) days' notice
     or less;


                                       15               Asset Purchase Agreement




<PAGE>

               (iii) Each Contract concerning a partnership or joint venture;

               (iv) Each Contract under which a Seller has created, incurred,
     assumed or guaranteed Indebtedness in excess of $75,000 or under which it
     has imposed a Lien (other than a Permitted Lien) on any of the Acquired
     Assets;

               (v) Each management, consulting, employment, severance or similar
     Contract requiring the payment of compensation to a Transferred Employee in
     excess of $75,000 annually to which a Seller or any of its Affiliates is a
     party;

               (vi) Each Contract under which any amount has been advanced or
     loaned to any employees of the EMG Business outside the Ordinary Course of
     Business;

               (vii) Each collective bargaining agreement;

               (viii) Each Contract with any manufacturer's representative,
     distributor or sales agent;

               (ix) Each Contract concerning noncompetition or confidentiality;

               (x) Each Real Estate Lease;

               (xi) Each Contract between one Seller and another Seller or any
     of the Sellers' Affiliates; and

               (xii) Each license, sublicense, agreement, or other permission
     which any of the Sellers has granted to any third party with respect to any
     of the Acquired Intellectual Property.

          (b) Prior to the date hereof, except as otherwise provided in Section
7.3(a), Sellers have delivered to Buyer a correct and complete copy of each of
the EMG Contracts (or described to Buyer in writing the material terms of any
EMG Contract that is not written).

          (c) Each of the EMG Contracts is valid, binding and enforceable in
accordance with its terms, except as limited by any applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
(whether or not considered in a court of law or equity) and is in full force and
effect. Except as set forth on Schedule 5.9(c), the transactions contemplated by
this Agreement will not give rise to any material breach of, or right of
acceleration or termination under, any EMG Contract. To Sellers' Knowledge,
there are no existing material defaults under any of the EMG Contracts by any
Seller or any other party thereto, and no Seller has received notice of the
occurrence of any event that (whether with or without notice, lapse of time or
the happening or occurrence of any other event) would constitute a material
default under any of the EMG Contracts by any party thereto. To Sellers'
Knowledge, except as disclosed to Buyer pursuant to the last sentence of Section
7.2, no party to an EMG Contract or customer of the EMG Business (other than a
Seller) has indicated in writing, or orally with respect to any customer
Contracts or accounts, an intention to terminate such EMG Contract or customer
relationship or, except in accordance with the terms of such


                                       16               Asset Purchase Agreement




<PAGE>

EMG Contract, to cease or materially reduce the purchase of products or services
from any Seller thereunder.

          (d) Except as set forth on Schedule 5.9(d), there are no outstanding
powers of attorney executed on behalf of any Seller related to the EMG Business.

     5.10 Intellectual Property.

          (a) Schedule 1.1(i) sets forth, with the title, filing date, issue
date, registration or application indicated, as applicable, a complete and
correct list of (i) all Acquired Intellectual Property that is registered or
pending registration anywhere in the world, including all: (A) patents and
patent applications, (B) trademark registrations and applications therefor, (C)
internet domain names, and (D) copyright registrations and applications
therefore; and (ii) all other trade names, brand names and logos not described
under clause (i)(B) of this sentence used in the EMG Business.

          (b) Except as set forth on Schedule 5.10, there are no Actions
instituted, commenced or pending or, to Sellers' Knowledge, threatened in
writing, that (i) challenge the rights of any Seller regarding the exclusive
ownership or scope of any of the Acquired Intellectual Property or is otherwise
adverse to the use, registration, right to use, validity or enforceability of
the Acquired Intellectual Property or (ii) asserts that the operation of the EMG
Business as conducted by Sellers is or was infringing or otherwise in violation
of any Intellectual Property of any other Person. To Sellers' Knowledge, no
Person is infringing or otherwise in violation of any of the Acquired
Intellectual Property.

          (c) Schedule 1.1(i) sets forth each item of Acquired Intellectual
Property that any Seller uses pursuant to license, sublicense, agreement, or
permission. The Sellers have delivered to the Buyer correct and complete copies
of all such licenses, sublicenses, agreements, or permissions, or have described
to the Buyer the material terms of any such item that is not written. No breach
or default by any Seller or, to Sellers' Knowledge, any other party thereto
exists under any such license, sublicense, agreement or permission.

          (d) The Acquired Intellectual Property represents all material
Intellectual Property necessary for the operation of the EMG Business as
conducted by Sellers.

     5.11 Real Property.

          (a) Other than the Real Property, no Seller owns, leases or otherwise
uses any real property that is material to the operation of the EMG Business.

          (b) Except as set forth on Schedule 5.11, none of the Sellers has
leased or otherwise granted to any Person the right to use or occupy any Real
Property or any portion thereof. There are no outstanding options, rights of
first offer or rights of first refusal to purchase any Real Property or any
portion thereof or interest therein.

          (c) To Sellers' Knowledge, all buildings, structures, fixtures,
building systems included in the Owned Real Property (the "Improvements") are in
adequate condition and repair for the operation of the EMG Business as currently
conducted by Sellers. To


                                       17               Asset Purchase Agreement




<PAGE>

Sellers' Knowledge, there are no material structural deficiencies affecting the
Improvements and there are no facts or conditions affecting the Improvements
that would reasonably be anticipated to interfere in any material respect with
the use or occupancy of the Improvements or any material portion thereof in the
operation of the EMG Business as currently conducted thereon.

          (d) All Permits which are required or appropriate to use or occupy the
Owned Real Property or operate the EMG Business as currently conducted thereon,
have been issued and are in full force and effect. Schedule 5.11 lists all
Permits held by the EMG Business and the Sellers with respect to each parcel of
Owned Real Property where the failure to hold such Permits would have a Material
Adverse Effect on the EMG Business or the Owned Real Property.

          (e) To Sellers' Knowledge, as of the date hereof, Sellers have not
received written notice that their use or occupancy of the Owned Real Property
or any material portion thereof or any building or structures thereon, or the
operation of the EMG Business as currently conducted thereon, materially
violates any zoning Law or constitutes a non-conforming use or structure
thereunder.

     5.12 Legal Proceedings. Except as set forth on Schedule 5.12, there are no
Actions instituted, commenced or pending, or to Sellers' Knowledge, threatened,
against any Seller, or against any property, asset, interest or right of any
Seller that would reasonably be expected to have a Material Adverse Effect on
the EMG Business or the Acquired Assets if decided adversely or that would
restrict the consummation of the transactions under this Agreement and the
Ancillary Agreements. No Seller is subject to any Order that would reasonably be
expected to have a Material Adverse Effect on the EMG Business or the Acquired
Assets. None of the Actions set forth on Schedule 5.12 would reasonably be
expected to have a Material Adverse Effect on the EMG Business or the Acquired
Assets if decided adversely.

     5.13 Compliance with Laws. Except (a) with respect to employee benefit
matters, the only representations and warranties as to which are made in Section
5.18, (b) with respect to Environmental Laws, the only representations and
warranties as to which are made in Section 5.19, (c) as would not be reasonably
expected to have a Material Adverse Effect on the EMG Business, and (d) as set
forth on Schedule 5.13, each Seller (i) is in compliance with, and since July 1,
1998, has been in compliance with, all Laws and Orders applicable to the EMG
Business, and (ii) since July 1, 1998 has not received any written notification
or communication from any Governmental Authority (A) asserting that such Person
is not in compliance with any Law or Order applicable to the EMG Business or (B)
threatening to revoke any material Permit necessary for the operation of the EMG
Business.

     5.14 Product Warranty. Except as set forth on Schedule 5.14, each product
manufactured, sold or delivered by any Seller in connection with the EMG
Business has been manufactured, sold or delivered, as the case may be, in
conformity with all applicable contractual commitments (including any applicable
warranties), and no Seller has any Liability in connection with the EMG Business
(and there is no basis for any present or future Action against any of them
giving rise to any Liability) for replacement or repair thereof or other damages
in


                                       18               Asset Purchase Agreement




<PAGE>

connection therewith, except to the extent of the reserve for product warranty
claims set forth on the most recent EMG Financial Statements as adjusted for the
passage of time through the Closing Date in the Ordinary Course of Business. No
product manufactured, sold or delivered by any Seller in connection with the EMG
Business is subject to any guaranty, warranty or other indemnity beyond such
Seller's applicable standard terms and conditions of sale. Schedule 5.14
includes copies or complete descriptions of the standard terms and conditions of
sale for each Seller in connection with the EMG Business.

     5.15 Product Liability. Except as set forth on Schedule 5.15, no Seller has
manufactured, sold or supplied products or services that are or were or will
become in any material respect faulty or defective or that do not comply in any
material respect with any warranties or representations expressly or impliedly
made by any Seller and, to Seller's Knowledge, there is no basis for any present
or future Action arising out of any injury to individuals or property as a
result of the ownership, possession or use of any product manufactured, sold or
delivered by such Seller in connection with the EMG Business.

     5.16 Employees. Schedule 5.16 lists all employees of Sellers engaged in the
EMG Business as of a date within thirty days of the date hereof (other than
employees who are employed primarily in a Retained Business Line or who provide
administrative or support services to the EMG Business and other businesses of
Sellers) and, with respect to each such employee, his or her position, the date
on which he or she became employed (or has been deemed by Sellers to have become
employed) by Sellers and, as applicable, his or her annual salary or hourly
wage. Except as set forth on Schedule 5.16, other than the Sellers, no
Subsidiary of Dana employs any Person who is engaged primarily in the EMG
Business. No Seller is a party to or bound by any collective bargaining
agreement that covers the employees of the EMG Business. Except as set forth on
Schedule 5.16, since January 1, 2001, no Seller has experienced any strikes,
grievances, claims of unfair labor practices or other collective bargaining
disputes relating to employees of the EMG Business. Except as set forth on
Schedule 5.16, to Sellers' Knowledge, there has not been, since January 1, 2001,
any organizational effort made or threatened by or on behalf of any labor union
with respect to employees of any Seller engaged in the EMG Business. With
respect to the employees of the EMG Business, each Seller has complied in all
material respects with all Laws and Orders which relate to employment or labor,
civil rights or equal employment opportunity, including, without limitation, the
Americans with Disabilities Act. Except as set forth on Schedule 5.12, no Seller
has received any written notice or otherwise has knowledge that any employee of
the EMG Business has threatened any Action or made any claim against any Seller
alleging any violation of such Laws and Orders or otherwise seeking to impose
any material Liability on any Seller in respect of such employee's employment
with any Seller. To Sellers' Knowledge, there is no basis for any Action or
claim.

     5.17 Taxes. Each Seller has filed all Tax Returns required to be filed by
it, and has paid (or made adequate provision in the applicable balance sheet for
the payment of) all Taxes shown on such returns to be owed by it, except where
the failure to file the Tax Returns or to pay such Taxes would not reasonably be
expected to have a Material Adverse Effect on the EMG Business or the Acquired
Assets, and no claims for additional Taxes for any prior fiscal years are
pending except as disclosed on Schedule 5.17. No Seller is a party to any
pending Action, nor, to Sellers' Knowledge, is any Action threatened, by any
Governmental Authority for the assessment or collection of Taxes.


                                       19               Asset Purchase Agreement




<PAGE>

     5.18 Employee Benefit Plans.

          (a) Each "employee benefit plan," as defined in Section 3(3) of ERISA,
maintained, contributed to or required to be contributed to by any Seller or any
ERISA Affiliate of any Seller for the benefit of current, former or retired
employees of the EMG Business (the "Seller ERISA Plans") and each other plan,
contract, program or arrangement maintained, contributed to or required to be
contributed to by any Seller or any ERISA Affiliate of any Seller for the
benefit of current, former or retired employees of the EMG Business (the "Seller
Benefit Arrangements") complies in all material respects with its terms and all
applicable Laws, including ERISA, and no "reportable event" or "prohibited
transaction" (as such terms are defined in ERISA) or termination has occurred
with respect to any Seller ERISA Plan under circumstances that present a risk of
any material liability to Sellers or a Material Adverse Effect on the EMG
Business or could result in the imposition of any Lien on the Acquired Assets.
Copies or descriptions of each Seller ERISA Plan and Seller Benefit Arrangement
in which current employees of the EMG Business participate have been made
available to Buyer for review prior to the date hereof. Except as set forth on
Schedule 5.18(a), no Seller or any ERISA Affiliate of any Seller has any
obligation to provide medical or life insurance coverage to retired employees
under the Seller ERISA Plans, the Seller Benefit Arrangements or any other plan
or agreement.

          (b) No Seller ERISA Plan or any other plan sponsored or contributed to
by Sellers or any of their ERISA Affiliates has incurred any "accumulated
funding deficiency" (as such term is defined in Section 302 of ERISA and Section
412 of the Code), whether or not waived.

          (c) Neither any Seller nor any ERISA Affiliate of any Seller has
completely or partially withdrawn from a "multiemployer plan," as such term is
defined in Section (3)(37) of ERISA within the last six years.

     5.19 Environmental Matters.

     Except as set forth on Schedule 5.19 or in the Environmental Reports, to
the Seller's Knowledge:

          (a) The Sellers and the EMG Business have been and are currently in
compliance with, and have not received any written notice of any potential or
actual Liability pursuant to, Environmental, Health, and Safety Requirements,
common law or contractual obligation relating to any Hazardous Substances or
structure containing Hazardous Substances. There are no conditions or
circumstances that would prevent the continued and uninterrupted operation of
the EMG Business in compliance with Environmental, Health, and Safety
Requirements after the Closing.

          (b) None of the Real Property has been affected by any Hazardous
Substances Contamination or Environmental Condition. There are no Hazardous
Substances at, on, in or under any of the Real Property, whether contained in
barrels, sumps, tanks, equipment (moveable or fixed) or other containers
incorporated into any structure on the Real Property, or in any landfills,
surface impoundments, or disposal areas, or otherwise existing


                                       20               Asset Purchase Agreement




<PAGE>

thereon, except for such Hazardous Substances as have been or are being handled,
stored and disposed of in accordance with applicable Environmental, Health, and
Safety Requirements.

          (c) None of the Sellers, in connection with the EMG Business, has
transported or arranged for the disposal or treatment of any Hazardous
Substances to or at any off-site property that is not authorized to receive such
Hazardous Substances for disposal or treatment under applicable Environmental,
Health, and Safety Requirements or any off-site property that is or has been
designated for investigation or cleanup on the National Priorities List or any
other similar local, provincial, state or federal list.

          (d) All Environmental Permits necessary for the construction,
equipping, ownership, use and uninterrupted operation of the EMG Business or the
Real Property have been obtained and are in full force and effect and each
Seller is in compliance therewith. Schedule 5.25 hereto contains a complete and
accurate list of all Environmental Permits required for the ownership, use and
operation of the EMG Business and the Real Property, correct and complete copies
of which have been delivered to the Buyer. All Environmental Permits that are
required to be transferred to the Buyer in order to allow the Buyer to continue
to own, use and operate the EMG Business the Real Property without interruption
after the Closing will have been assigned by each Seller to the Buyer at the
Closing.

          (e) None of the Sellers has received written notice of, or are subject
to, any Environmental Claim against any Seller in connection with the EMG
Business or the Real Property or notice from any Governmental Authority or any
other Person related to any actual or threatened Release or the presence of any
Environmental Condition at, in, on, under or about the Real Property, or any
property adjacent to or within the immediate vicinity of the Real Property, and
no Environmental Claims are pending against any of the Sellers with respect to
the EMG Business or any of the Real Property.

          (f) Each Seller has provided to the Buyer all information, including
all studies, analyses and test results, in the possession, custody or control of
each Seller and its respective Affiliates relating to (i) any Environmental
Conditions on, under or about the Real Property, and (ii) Hazardous Substances
used, managed, handled, transported, treated, generated, stored or Released by
any Seller or any other Person at any time on any of the Real Property.

          (g) Each Seller has provided Buyer with complete and accurate copies
of all written agreements pursuant to which any third party has promised to
indemnify, reimburse or perform any action on behalf of Seller in connection
with any Environmental Condition that existed at or originated from any of the
Real Property or with respect to the EMG Business on or prior to the Closing
Date.

     5.20 Acquisition for Investment. Each Seller acknowledges that the Seller
Shares and Seller Note have not been registered under the Securities Act or any
state securities laws and are being issued hereunder in reliance upon applicable
exemptions from such registration for transactions not involving a public
offering. The Seller Shares and the Seller Note will be acquired for investment
purposes by the Seller Designee as nominee for the Sellers, but not as a nominee
or agent for any other Person, and not with a view to the resale or distribution
of any


                                       21               Asset Purchase Agreement




<PAGE>

part thereof (except as permitted under the Share Ownership Agreement). The
Seller Designee and the Sellers have no present intention of selling, granting
any participation in or otherwise distributing the Seller Shares or the Seller
Note; provided, however, that notwithstanding the foregoing, the Seller Designee
may sell the Seller Shares as permitted under the Share Ownership Agreement and
the Seller Note as permitted therein.

     5.21 Investment Experience. Each of the Seller Designee and each Seller
acknowledges that it can bear the economic risk and lack of liquidity of its
investment or beneficial interest in the Seller Shares and the Seller Note. Each
of the Seller Designee and each Seller has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Seller Shares and the Seller Note. None of the
Seller Designee or any Seller has been organized for the purpose of acquiring
the Seller Shares or the Seller Note.

     5.22 Accredited Investor. Each of the Seller Designee and each Seller is an
"accredited investor" within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act.

     5.23 No General Solicitation. Sellers acknowledge that the Seller Shares
and Seller Note were not offered to Sellers by means of any form of general or
public solicitation or general advertising, or publicly disseminated
advertisements or sales literature, including (a) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
media, or broadcast over television or radio or (b) any seminar or meeting to
which Sellers were invited by any of the foregoing means of communication.

     5.24 No Brokers. Except for the compensation payable to Credit Suisse First
Boston Corporation ("CSFB") in connection with the transactions contemplated by
this Agreement and the Ancillary Agreements, which Dana shall pay, no broker,
finder or similar agent has been employed by or on behalf of Sellers or Dana,
and other than CSFB no Seller has any Liability or obligation to pay any
brokerage commission, finder's fee or any similar compensation in connection
with this Agreement or the Ancillary Agreements, or the transactions
contemplated hereby or thereby.

     5.25 Permits. Schedule 5.25 identifies any Permit held by any Seller which
is not transferable under applicable law.

     5.26 Necessary Assets. Except as set forth on Schedule 5.26, no subsidiary
or Affiliate of Dana other than one of the Sellers owns, leases, or holds other
rights for any asset or property used primarily in the EMG Business; and upon
Closing, the Acquired Assets together with Buyer's rights under the Transition
Services Agreements, the Seller Leases, and the Supply Agreements will
constitute materially all of the assets, property and rights necessary to
conduct the EMG Business substantially as currently conducted by the Sellers.

                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to Sellers as follows:


                                       22               Asset Purchase Agreement




<PAGE>

     6.1 Organization and Standing. Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the state of its
incorporation. Buyer is duly qualified to do business and in good standing in
the states of the United States in which the character of the properties owned
or leased by it or in which the conduct of its business requires it to be so
qualified, except where the failure to be so qualified or to be in good standing
would not reasonably be expected to have a Material Adverse Effect on Buyer's
business.

     6.2 Authority, Validity and Effect. Buyer has all requisite corporate power
and authority to execute, deliver and perform its obligations under this
Agreement and each of the Ancillary Agreements and to consummate the
transactions contemplated hereby and thereby. The Buyer's execution, delivery
and performance of its obligations under this Agreement and each of the
Ancillary Agreements, and consummation of the transactions contemplated hereby
and thereby, have been duly authorized by all required corporate action. This
Agreement has been, and each of the Ancillary Agreements will be as of the
Closing Date, duly executed and delivered by Buyer. This Agreement is, and each
Ancillary Agreement will, when so executed and delivered, be, the legal, valid
and binding obligation of Buyer, enforceable against it in accordance with the
terms hereof or thereof, except as limited by (i) applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally from time to time in effect and (ii)
the availability of equitable remedies (regardless of whether enforceability is
considered in a proceeding at law or in equity). No approval by the holders of
the Common Shares is required in order for Buyer to execute, deliver and perform
its obligations under this Agreement or any of the Ancillary Agreements,
including its obligation to deliver the Seller Shares in accordance with the
terms hereof.

     6.3 Capitalization; Title to Stock. The authorized capital stock of Buyer
consists of 30,000,000 shares of common stock, $2.00 par value per share, of
which 12,557,009 shares were issued and outstanding as of December 31, 2002. All
of the issued shares of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable. When issued in
accordance with the terms of this Agreement, the Seller Shares will be validly
authorized and issued, fully paid and nonassessable and will not be issued in
violation of preemptive rights. Except as disclosed in the Buyer Reports
(including the financial statements included therein): there are no outstanding
subscriptions, Contracts, options, rights (preemptive or otherwise) or warrants
to purchase or to subscribe for any shares of common stock or any other
securities of Buyer, including through the conversion, exchange or exercise of
any other right or securities; and there are no stockholder agreements or voting
trusts relating to the Common Shares.

     6.4 No Conflict; Required Filings and Consents.

          (a) Neither the execution and delivery by Buyer of this Agreement or
of any of the Ancillary Agreements, nor the consummation by Buyer of the
transactions contemplated herein or therein, nor compliance by Buyer with any of
the provisions hereof or thereof, will (i) conflict with or result in a breach
of any provision of Buyer's Articles of Incorporation or By-Laws, (ii) except as
set forth on Schedule 6.4(a), conflict with, constitute or result in the breach
of any term, condition or provision of, or constitute a default under, result in
or give rise to any right of termination, cancellation or acceleration with
respect to, or result in the creation or imposition of any Lien upon any
material property or assets of Buyer pursuant to, or require


                                       23               Asset Purchase Agreement




<PAGE>

any notice under, any note, bond, mortgage, indenture, Contract or other
instrument or obligation to which Buyer is a party or by which it or any of its
material properties or assets may be subject, and that, in any such event, would
reasonably be expected to have a Material Adverse Effect on Buyer's business or
(iii) subject to receipt of the requisite approvals referred to in Section
6.4(b), violate any Order or Law to which Buyer or its Subsidiaries or any of
their businesses are subject.

          (b) Other than (i) those required under the HSR Act, (ii) those set
forth on Schedule 6.4(b) and (iii) where the failure to give such notice, make
such filing or receive such Consent would not reasonably be expected to have a
Material Adverse Effect on Buyer's business, no notice to, filing with,
authorization of, exemption by or Consent of any Person is necessary for the
consummation by Buyer of the transactions contemplated by this Agreement and the
Ancillary Agreements.

     6.5 SEC Filings. Buyer has filed all reports required to be filed by it
with the Securities and Exchange Commission (the "SEC") since January 1, 1999
(collectively, together with any amendments, the "Buyer Reports"). None of the
Buyer Reports, as of their respective dates, contained any untrue statement of
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

     6.6 Absence of Certain Changes. Except as set forth in the Buyer Reports,
neither Buyer nor any of its Subsidiaries has sustained since the date of the
latest financial statements included or incorporated by reference in the Buyer
Reports, any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or Action or Order of any Governmental Authority. Except as
set forth in the Buyer Reports, since the date of such financial statements,
there has not been any change in the capital stock or long-term Indebtedness of
Buyer (other than changes in the outstanding principal balance of such long-term
Indebtedness permitted by the terms thereof described in the Buyer Reports) or
any of its Subsidiaries or any Material Adverse Effect, or any development that
is reasonably likely to result in a Material Adverse Effect, in or affecting
Buyer and its Subsidiaries, taken as a whole.

     6.7 Legal Proceedings. Except as set forth in the Buyer Reports, there are
no Actions instituted, commenced or pending, or to Buyer's Knowledge,
threatened, against Buyer or any of its Subsidiaries, or against any of their
respective properties, assets, interests or rights that would reasonably be
expected to have a Material Adverse Effect on the business of Buyer or its
Subsidiaries if decided adversely or that would restrict the consummation of the
transactions under this Agreement and the Ancillary Agreements. Neither Buyer
nor any of its Subsidiaries is subject to any Order that would reasonably be
expected to have a Material Adverse Effect on its business.

     6.8 Compliance with Laws. Except as would not reasonably be expected to
have a Material Adverse Effect on its business, or as set forth in the Buyer
Reports, each of Buyer and its Subsidiaries (a) is in compliance with, and since
January 1, 1999, has been in compliance with, all Laws and Orders applicable to
it or its business; and (b) since January 1, 1999, has not received any written
notification or communication from any Governmental Authority


                                       24               Asset Purchase Agreement




<PAGE>

(i) asserting that such Person is not in compliance with any Law; or (ii)
threatening to revoke any material Permit necessary for the operation of its
business.

     6.9 Exemption from Registration. Assuming the accuracy of the
representations and warranties made by Sellers and Seller Designee in Section
5.20 through Section 5.23, Buyer is entitled to issue to the Seller Shares and
the Seller Note to the Seller Designee pursuant to an exemption from
registration under Section 4(2) of the Securities Act and/or Regulation D
promulgated thereunder and under similar exemptions from registration under
applicable state securities Laws.

     6.10 Financial Ability. Buyer has delivered to Sellers true and complete
copies of the Amended and Restated Credit Agreement by and among Buyer, General
Electric Capital Corporation and the other lenders party thereto, in the form
anticipated to be executed contemporaneously with this Agreement (together with
any other agreements contemplated thereby, the "Financing Agreements"), pursuant
to which such lenders have agreed to provide Buyer with debt financing for the
transactions contemplated by this Agreement and for other purposes, subject only
to the satisfaction of the Financing Conditions. The Financing Agreements have
not been modified in any material respect or terminated since they were
delivered to Sellers. If the Financing Conditions are satisfied, Buyer will have
sufficient funds to consummate the transactions contemplated by this Agreement
and the Ancillary Agreements.

     6.11 No Brokers. Except for the compensation payable to Goldman Sachs
("Goldman") in connection with the transactions contemplated by this Agreement
and the Ancillary Agreements, which Buyer shall pay, no broker, finder or
similar agent has been employed by or on behalf of Buyer, and no Person with
which Buyer has had any dealings or communications of any kind other than
Goldman is entitled to any brokerage commission, finder's fee or any similar
compensation in connection with this Agreement or the Ancillary Agreements or
the transactions contemplated hereby or thereby.

                                   ARTICLE VII

                                    COVENANTS

     7.1 Interim Operations of the EMG Business. From the date hereof until the
Closing Date, except as contemplated by any other provision of this Agreement or
the Ancillary Agreements or as set forth on Schedule 7.1, unless Buyer has
previously consented in writing thereto, Sellers shall not engage in any
practice, take any action, or enter into any transaction outside the Ordinary
Course of Business, and, without limiting the generality of the foregoing,
Sellers shall not cause or permit the EMG Business to:

          (a) incur any Indebtedness in connection with the EMG Business, other
than Indebtedness incurred in the Ordinary Course of Business;

          (b) acquire or dispose of any material property or assets used in the
EMG Business or create or permit to exist any Lien on any such property or
assets except in the Ordinary Course of Business;


                                       25               Asset Purchase Agreement




<PAGE>

          (c) enter into any Contracts in connection with the EMG Business,
except Contracts made in the Ordinary Course of Business;

          (d) engage in any transactions with, or enter into any Contracts with,
any Affiliates of Sellers in connection with the EMG Business, except for any
such transactions or Contracts in the Ordinary Course of Business on terms no
less favorable than would be obtained in an arms' length third-party
transaction;

          (e) enter into, adopt, amend or terminate any Contract relating to the
compensation of any employee employed in the EMG Business or any severance with
respect to an employee that is subject to the Reimbursement Agreement, except to
the extent required by Law or any existing Contracts;

          (f) accelerate the rate of collection of Accounts Receivable other
than in the Ordinary Course of Business; or

          (g) agree to take any of the actions described in Sections 7.1(a)
through 7.1(f) above.

     7.2 Preservation of Business. From the date hereof until the Closing, each
Seller will use commercially reasonable efforts to keep its business and
properties relating to the EMG Business substantially intact, including its
present operations, physical facilities, working conditions and relationships
with lessors, licensors, suppliers, customers and employees relating to the EMG
Business, except that Sellers may close or relocate the operations of the EMG
Business located at Franklin Park, Illinois and Guilford, Connecticut upon
thirty (30) days prior written notice to Buyer, such notice to contain the
details of such proposed closure or relocation. Sellers shall provide Buyer
prompt written notice of any of the events described in the proviso to the
definition of the term "Material Adverse Effect".

     7.3 Reasonable Access; Confidentiality.

          (a) From the date hereof until the Closing, Sellers shall (i) give
Buyer and its representatives (including its lenders, underwriters or other
financing sources and its consultants preparing the Environmental Reports), upon
reasonable written notice to Sellers, access during normal business hours, and
in a manner so as not to interfere with the normal business operations of the
EMG Business or Sellers, to all assets, properties, books, records (including
Tax records), Contracts, documents and personnel relating to the EMG Business;
(ii) permit Buyer to make such inspections as it may reasonably require,
including, without limitation, the inspections contemplated in subsection (b) of
the Section 7.3; and (iii) furnish Buyer during such period with all such
information relating to the EMG Business as Buyer may reasonably request.
Notwithstanding the foregoing: in no event will Sellers be required to give
Buyer access if the nature or timing of such access would interrupt any Seller's
normal business operations; and, except as set forth in the next succeeding
sentence, Sellers shall not be required to deliver to Buyer copies of any
Contracts, or any other information regarding the terms of Sellers'
arrangements, with the material customers of the EMG Business, to the extent
that Sellers in good faith deem such information to be of a nature that they
would not reasonably be expected to provide to a competitor (the "Customer
Information"). Not later


                                       26               Asset Purchase Agreement




<PAGE>

than eighteen (18) days prior to the anticipated Closing Date, Sellers shall
provide to representatives of Buyer an opportunity to review copies of any
Customer Information not previously provided to Buyer, at 4500 Dorr Street,
Toledo, Ohio. Buyer's representatives shall be permitted to make notes regarding
such Customer Information but not to remove or retain copies of the Customer
Information prior to the Closing Date. Sellers shall make available to Buyer's
representatives during such review representatives of Sellers who are familiar
with and able to respond to questions about the Customer information.

          (b) From the date hereof until the Closing, Sellers shall, upon
reasonable written notice to Sellers, permit Buyer, during normal business
hours, and in a manner so as not to interfere with the normal business
operations of the EMG Business or Sellers, to inspect the Acquired Assets and
the Retained Assets and Sellers' books and records in order to verify the
accuracy of the information with respect thereto set forth in the Disclosure
Schedules or on any Exhibit to this Agreement. In the event that Buyer believes
that any asset classified as a Retained Asset in the Disclosure Schedules or on
an Exhibit has not been properly so classified in accordance with the provisions
of Section 1.2, or that any liability classified as an Assumed Liability in the
Disclosure Schedules or on an Exhibit has not been properly so classified in
accordance with the provisions of Section 2.1, Buyer may notify Dana of such
belief in writing. If, after such further discussions as the parties deem
necessary or desirable, Dana and Buyer agree that any such assets or liabilities
were improperly classified, then Sellers and Buyer shall amend the applicable
Disclosure Schedules or Exhibits accordingly.

          (c) Any information provided to or obtained by Buyer pursuant to
Section 7.3(a) above is "Evaluation Material" as defined under the
Confidentiality Agreement dated January 25, 2002, by and between Dana and Buyer
(as amended through the date hereof, the "Confidentiality Agreement") and is to
be held by Buyer in accordance with and subject to the terms of the
Confidentiality Agreement.

          (d) Each Party will be bound by and comply with the provisions of the
Confidentiality Agreement as if such provisions were set forth herein, and such
provisions are hereby incorporated herein by reference.

          (e) Buyer shall indemnify Sellers and hold Sellers and their Related
Persons harmless from and against any and all Liabilities for property damage or
personal injury suffered or incurred by Sellers or their Related Persons arising
out of or resulting from the gross negligence or willful misconduct of Buyer or
Buyer's representatives in connection with any inspection or other activities
conducted by Buyer or Buyer's representatives pursuant to this Agreement.

     7.4 Antitrust Filings.

          (a) Subject to the terms and conditions of this Agreement, the Parties
shall use all commercially reasonable efforts to (i) file a Notification and
Report Form pursuant to the HSR Act with respect to the transactions
contemplated hereby within fourteen (14) days after the date hereof; (ii) supply
as promptly as practicable any additional information and documentary material
that may thereafter be requested pursuant to the HSR Act; and (iii) cause


                                       27               Asset Purchase Agreement




<PAGE>

the expiration or termination of the applicable waiting periods under the HSR
Act as soon as practicable.

          (b) In connection with the efforts referenced in Section 7.4(a), each
of the Parties shall use all commercially reasonable efforts to (i) cooperate
with each other in connection with any filing or submission and in connection
with any investigation or other inquiry, including any proceeding initiated by a
private party, (ii) keep the other Parties informed in all material respects of
any material communication received by such Party from, or given by such Party
to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the
Department of Justice (the "DOJ") or any other Governmental Authority and of any
material communication received or given in connection with any proceeding by a
private party, in each case regarding any of the transactions contemplated
hereby and (iii) permit the other Parties to review any material communication
given to it by, and consult with each other in advance of any meeting or
conference with, the FTC, the DOJ or any other Governmental Authority or in
connection with any proceeding by a private party. Each of the Parties shall
coordinate and cooperate fully with the other Parties in exchanging such
information and providing such assistance as such other Parties may reasonably
request in connection with the foregoing and in seeking early termination of any
applicable waiting periods under the HSR Act.

          (c) If any objections are asserted with respect to the transactions
contemplated hereby or if any suit is instituted by any Governmental Authority
or any private party challenging any of the transactions contemplated hereby as
violative of the HSR Act, each of the Parties shall use all commercially
reasonable efforts to resolve such objections or challenge as such Governmental
Authority or private party may have to such transactions, including to vacate,
lift, reverse or overturn any Order, whether temporary, preliminary or
permanent, so as to permit consummation of the transactions contemplated by this
Agreement and the Ancillary Agreements.

          (d) Notwithstanding anything in this Section 7.4 to the contrary,
Buyer shall not be required to take any action or to agree to any modification
of the terms of this Agreement or any Ancillary Agreement in order to cause the
expiration or termination of the waiting periods under the HSR Act or to resolve
any objection or challenge of any Governmental Authority or a private party if
the Buyer determines in its good faith judgment that the effect of such action
or modification would be to cause a Material Adverse Effect to Buyer or the EMG
Business or to impair materially the value to the Buyer of the EMG Business.

     7.5 Other Actions. Subject to the terms and conditions of this Agreement,
Sellers and Buyer shall use commercially reasonable efforts to (a) cooperate
with each other in making any filings that are required to be made prior to the
Closing Date with, and seeking any Consents that are required to be obtained
prior to the Closing Date from, Governmental Authorities in connection with the
execution and delivery of this Agreement and the Ancillary Agreements and the
consummation of the transactions contemplated hereby and thereby (in addition to
the filings and Consents contemplated by Section 7.4); and (b) cause the
conditions to their respective obligations under this Agreement and the
Ancillary Agreements to be fulfilled.


                                       28               Asset Purchase Agreement




<PAGE>

     7.6 Buyer Financing. Buyer shall use commercially reasonable efforts to
satisfy all of the Financing Conditions, including consummation of the Equity
Offering; and (b) provide Sellers such information as they may reasonably
request from time to time about the performance by Buyer of its obligations
under Section 7.6(a). Buyer shall give Dana reasonable prior notice of any
amendment to the Financing Agreements that would modify any of the Financing
Conditions applicable to the consummation of the transactions contemplated by
this Agreement.

     7.7 Notice of Developments. Each Party will give prompt written notice to
the other Party of any material adverse development causing a breach of any of
its own representations and warranties in Article V and Article VI above. No
disclosure by any Party pursuant to this Section 7.7, however, shall be deemed
to amend or supplement the Disclosure Schedules or to prevent or cure any
misrepresentation, breach of warranty, or breach of covenant.

     7.8 Publicity. Sellers and Buyer shall make a joint press release
announcing the execution of this Agreement, the Ancillary Agreements and the
transactions contemplated hereby and thereby, which release will be acceptable
to each of Sellers and Buyer. No other publicity release or announcement
concerning the transactions contemplated by this Agreement or the Ancillary
Agreements is to be issued by either Party without the advance written consent
of such other Party; provided that either Party may make any such release or
announcement that is required under applicable Law or any listing or trading
agreement concerning its publicly traded securities (in which case the
disclosing Party will use commercially reasonable efforts to advise the other
Party prior to making the disclosure).

     7.9 Further Assurances; Subsequent Transfers.

          (a) Each Seller and Buyer will execute and deliver such further
instruments of conveyance, transfer and assignment and will take such other
actions as either of them may reasonably request of the other in order to
effectuate the purposes of this Agreement and the Ancillary Agreements and to
carry out the terms hereof and thereof. Without limiting the generality of the
foregoing, at any time and from time to time after the Closing Date, at the
request of Buyer and without further consideration therefor, Sellers will
execute and deliver to Buyer such other instruments of transfer, conveyance,
assignment and confirmation and will take such action as Buyer may reasonably
deem necessary or desirable in order more effectively to transfer, convey and
assign to Buyer and to confirm Buyer's title to any Acquired Assets, to put
Buyer in actual possession and operating control thereof and to permit Buyer to
exercise all rights with respect thereto (including rights with respect to
Nonassignable Assets). In addition, at the request of Sellers and without
further consideration therefor, Buyer will execute and deliver to Sellers all
instruments, undertakings or other documents and will take such other action as
Sellers may reasonably deem necessary or desirable in order to cause Buyer to
properly assume and discharge the Assumed Liabilities and to relieve Sellers of
any Liability with respect thereto and to evidence the same to third parties.

          (b) Sellers will use commercially reasonable efforts to obtain any
Consent required to assign the Nonassignable Assets to Buyer, and Buyer will
cooperate in any commercially reasonable manner that Seller requests; provided,
however, that neither Sellers nor Buyer will be obligated to pay any
consideration (except for de minimis filing fees and


                                       29               Asset Purchase Agreement




<PAGE>

other administrative charges) to the third party from whom such Consents are
requested; and provided, further, that nothing in this Section shall be
construed to waive any requirement that a Consent be obtained as a condition to
the Buyer's obligation to consummate the transactions contemplated by this
Agreement and the Ancillary Agreements. In the event and to the extent that
Sellers and Buyer are unable to obtain any such required Consent through the use
of commercially reasonable methods, and if Buyer waives the receipt of such
Consent as a condition precedent under Section 9.3, then from and after the
Closing Date, unless prohibited by Law or the terms thereof, (i) Sellers will
continue to be bound by the terms of such Nonassignable Assets and (ii) Buyer
shall pay, perform and discharge fully all the obligations of Sellers thereunder
from and after the Closing Date and indemnify Sellers and their Related Persons
for all Damages arising out of any failure of such performance by Buyer. Sellers
shall, without further consideration therefor, pay, assign and remit to Buyer
promptly all monies, rights and other considerations received in respect of such
performance by Buyer. Sellers shall exercise or exploit its rights and options
under all such Nonassignable Assets only as reasonably directed by Buyer and at
Buyer's expense. If and when any such Consent is obtained or such Nonassignable
Assets otherwise become assignable or able to be novated, Sellers shall promptly
assign and novate all its rights and obligations thereunder to Buyer, without
payment of further consideration therefor, and Buyer shall, without the payment
of any further consideration therefor, assume all such rights and obligations.

     7.10 Seller Share Certificates; Seller Note.

          (a) All certificates representing the Seller Shares shall bear the
following legend, in addition to any other legends that are necessary to comply
with applicable Law:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR
     BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR
     OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH
     RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT
     TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE
     DISPOSITION OF SUCH SECURITIES, EVIDENCE OF WHICH MAY INCLUDE A WRITTEN
     OPINION TO THAT EFFECT DELIVERED TO AND SATISFACTORY TO STANDARD MOTOR
     PRODUCTS, INC. (THE "COMPANY") IN FORM AND SUBSTANCE FROM COUNSEL
     SATISFACTORY TO THE COMPANY BY REASON OF EXPERIENCE AND (3) IN ACCORDANCE
     WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.

          THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A
     SHARE OWNERSHIP AGREEMENT DATED AS OF __________ ___, 200_ BY AND BETWEEN
     [THE SELLER DESIGNEE] AND STANDARD MOTOR PRODUCTS, INC., WHICH CONTAINS
     CERTAIN RESTRICTIONS ON TRANSFERABILITY OF THE SECURITIES REPRESENTED
     HEREBY.


                                       30               Asset Purchase Agreement




<PAGE>

          (b) The Seller Note shall bear the following legend, in addition to
any other legends that are necessary to comply with applicable Law:

          THIS SUBORDINATED PROMISSORY NOTE (THIS "NOTE") AND THE INDEBTEDNESS
     EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH
     IN THE SUBORDINATION AGREEMENT DATED AS OF EVEN DATE HEREWITH BY AND AMONG
     PAYEE, GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT (THE "AGENT"), AND
     MAKER (THE "SUBORDINATION AGREEMENT").

          THIS NOTE WAS ORIGINALLY ISSUED ON _________ __, 2003 AND HAS NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
     MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION
     STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME AND REMAINS
     EFFECTIVE OR UNLESS PAYEE ESTABLISHES TO THE SATISFACTION OF MAKER THAT AN
     EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

          (c) Each holder desiring to transfer the Seller Note or any Seller
Shares first must furnish Buyer with (i) evidence reasonably satisfactory to
Buyer, which may include a written opinion satisfactory to Buyer in form and
substance and from counsel reasonably satisfactory to the Buyer by reason of
experience, to the effect that the holder may transfer the Seller Note or such
Seller Shares as desired without registration under the Securities Act and (ii)
a written assignment executed by the desired transferee, satisfactory to the
Buyer in form and substance, agreeing to be bound by the terms of the Seller
Note and the Subordination Agreement or the restrictions on transfer contained
herein and in the Share Ownership Agreement, as applicable.

     7.11 Prorations and Post-Closing Receipts.

          (a) After the Closing Date, Buyer and Sellers will cooperate to make
appropriate proration or other allocation (to the extent not reflected in the
Final Net Book Value Statement) of real estate Taxes, personal property Taxes,
utility expenses, payments under the Real Estate Leases, payroll and
payroll-related expenses and any other significant prepaid expenses related to
the EMG Business ("Apportionable Expenses"). Such prorations or allocations will
be made in accordance with the principle that Apportionable Expenses related to
or arising from time periods prior to the Closing Date will be borne by Sellers
and Apportionable Expenses related to or arising from time periods including or
after the Closing Date will be borne by Buyer.

          (b) If, following the Closing Date, any Seller or Buyer receives any
payment relating to any property of the other party, such payment will remain
the property of the respective party and such Seller and Buyer will cooperate to
immediately forward such payment to the appropriate party.


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<PAGE>

     7.12 Financial Records. For a period of ten years after the Closing Date,
Buyer shall not cause or permit the destruction or disposal of financial records
(other than Tax records, which are provided for in Section 7.13) relating to
periods prior to the Closing Date without first offering to surrender them to
Sellers, and Buyer shall allow Sellers and their representatives access to such
records during regular business hours.

     7.13 Tax Matters. From and after the Closing:

          (a) Sellers and Buyer shall each (i) provide the other party and shall
cause their respective accountants to provide the other party's accountant with
such assistance as may reasonably be requested by any of them in connection with
the preparation of any Tax Return or the conduct of any audit or other
examination by any taxing authority or judicial or administrative proceedings
relating to liability for Taxes related to the EMG Business; (ii) retain and
provide the other party and shall cause their respective accountants to provide
the other party's accountant any records or other information that may be
relevant to such Tax Return, audit or examination, proceeding or determination;
and (iii) provide the other party with any final determination of any such audit
or examination, proceeding or determination that affects any amount required to
be shown on any such Tax Return of the other for any period. Without limiting
the generality of the foregoing, Buyer and Sellers shall retain, until the
applicable statutes of limitation (including any extensions) prescribed by Law
have expired, copies of all Tax Returns, supporting work schedules and other
records or information related to the EMG Business that may be relevant to such
returns for all Tax periods or portions thereof ending on or before the Closing
Date and shall not destroy or otherwise dispose of any such records without
first providing the other party with a reasonable opportunity to review and copy
the same at the cost of such other party.

          (b) Buyer shall pay any state and local sales, transfer or similar
Taxes and all recording costs and fees, however styled or designated, that are
required to be paid in connection with the transactions contemplated by this
Agreement and the Ancillary Agreements, and, to the extent permitted under
applicable law, the Buyer, at its own expense, shall prepare and file all
necessary Tax Returns and other documentation with respect to all such Taxes,
costs and fees.

          (c) Sellers and Buyer shall provide to each other prompt notice of any
audit or similar investigation or proceeding in which the Internal Revenue
Service or any other Governmental Authority makes or proposes to make a Tax
adjustment to any Tax period affecting the EMG Business ending on or before the
Closing Date.

     7.14 Trademark Transition. To the extent that any trade name or trademark
of any Seller or any of their Affiliates (other than those included in the
Acquired Assets) in any form (the "Retained Names") appears on any business
form, packaging, container, sign, building or other property included in the
Acquired Assets, Sellers grant and/or confirm the grant by their Affiliates of a
royalty-free license to Buyer to use the Retained Names on such Acquired Assets
until removal can be effected or until such materials are used and exhausted;
provided, however, that Buyer shall use commercially reasonable efforts to
remove the Retained Names from all Acquired Assets in a timely fashion and shall
cease, in any event, all use of the Retained Names no later than six months
following the Closing Date, and except that Buyer may use the Retained


                                       32               Asset Purchase Agreement




<PAGE>

Names for a period of twelve months following the Closing Date on all existing
inventory and packaging included in the Acquired Assets. To the extent that any
trade name or trademark included in the Acquired Intellectual Property appears
on any inventory, packaging or sales, marketing or promotional materials not
conveyed to Buyer under this Agreement, Buyer grants Sellers and their
Affiliates a royalty-free license to use such Acquired Intellectual Property on
such inventory, packaging or materials for a period of twelve months following
the Closing Date.

     7.15 Sale of Retained Business Lines. Buyer acknowledges that Sellers are
in the process of marketing certain of the Retained Business Lines for sale to
Persons other than Buyer. If, on or before the Closing Date, Sellers enter into
any agreement providing for the sale of all or any portion of the Retained
Business Lines, Sellers shall give prompt notice thereof to Buyer, and if any
such sale is consummated prior to the Closing Date, neither Buyer nor Sellers
will be obligated to enter into the Supply Agreements with respect to the
Retained Business Lines (or portion thereof) so divested by Sellers. Between the
date hereof and the Closing Date, Sellers shall keep Buyer reasonably apprised
of developments related to Buyer's obligation to enter into the Supply
Agreements on the Closing Date.

     7.16 Non-Competition.

          (a) For a period of three years beginning on the Closing Date, Sellers
shall not, and shall cause its officers, directors, employees and Affiliates not
to,

               (i) acquire or invest in any business whose operations competes
     with the EMG Business within the United States;

               (ii) sell any goods, services or products that compete with the
     EMG Business within the United States; or

               (iii) (A) induce or attempt to induce any employee of Buyer to
     leave the employ of Buyer, or in any way interfere with the relationship
     between Buyer and any employee thereof; (B) hire directly or through
     another entity any person who was an employee of Buyer at any time prior to
     or during the three years from the Closing Date unless such person has
     approached Sellers without any solicitation or inducement by Sellers or (C)
     induce or attempt to induce any customer, supplier, licensee or other
     business relation of the EMG Business to cease doing business with the EMG
     Business, or in any way interfere with the relationship between any such
     customer, supplier, licensee or business relation and the EMG Business.

          (b) The provisions of Section 7.16(a) do not prohibit Sellers or their
Affiliates from (i) acquiring another Person engaged in activities prohibited by
Section 7.16(a) if at the time of the acquisition such other Person's sales
during its most recently completed fiscal year from activities otherwise
prohibited by Section 7.16(a) represents less than fifteen percent (15%) of such
Person's consolidated sales for its most recently completed fiscal year
(provided, however, that if sales from the prohibited activities represent five
percent (5%) or more of such Person's consolidated sales for its most recently
completed fiscal year, the Sellers and their affiliates shall dispose of or
discontinue the business engaged in such prohibited activities within eighteen
months after the consummation of such acquisition), (ii) acquiring up


                                       33               Asset Purchase Agreement




<PAGE>

to five percent of the securities of any Person that is engaged in activities
prohibited by Section 7.16(a) if the securities of such Person are listed on a
national securities exchange or the NASDAQ Automated Quotation System, (iii)
selling products manufactured or marketed by the Echlin-Mexicana and CUMSA
business lines to Persons in the United States, or (iii) engaging in any
business activity other than the EMG Business in which Sellers or their
Affiliates are currently engaged with any Person, including the Retained
Business Lines (except that Dana Canada Inc. shall not sell in the United States
any goods, services or products that compete with the EMG Business).

          (c) Sellers shall not, nor shall any of their Affiliates, including,
without limitation, Candados Universales de Mexico, S.A. de C.V. ("CUMSA") and
Echlin Industrias de Mexico, S.A. de C.V. ("Echlin-Mexicana"), use in North
America any of the trademarks, service marks, trade dress, logos, slogans, trade
names, corporate names, together with all translations, adaptations,
derivations, and combinations thereof, that are Acquired Assets, except as
expressly provided in any license from Buyer to Seller with respect to any
Acquired Intellectual Property.

          (d) For a period of three years beginning on the Closing Date, Buyer
shall not, and shall cause its officers, directors, employees and Affiliates not
to (i) induce or attempt to induce any employee of Sellers to leave the employ
of Sellers, or in any way interfere with the relationship between a Seller and
any employee thereof or (ii) hire directly or through another entity any person
who was an employee of a Seller at any time prior to or during the three years
from the Closing Date unless such person has approached Buyer without any
solicitation or inducement by Buyer.

          (e) If the final judgment of a court of competent jurisdiction
declares that any term or provision of this Section 7.16 is invalid or
unenforceable, the Parties agree that the court making the determination of
invalidity or unenforceability shall have the power to reduce the scope,
duration, or area of the term or provision, to delete specific words or phrases,
or to replace any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision, and this Agreement
shall be enforceable as so modified after the expiration of the time within
which the judgment may be appealed.

     7.17 Monthly Financial Statements. Sellers shall deliver to the Buyer,
within 45 days after the end of the applicable month, the unaudited monthly
balance sheet and income statement for the EMG Business for each month ended
prior to the Closing Date, commencing with the month ended December 31, 2002,
prepared in a manner consistent with similar unaudited financial information
provided to Buyer and, where practical, consistent with the Specified Accounting
Principles, except that for the months ending March 31, 2003 and June 30, 2003,
such balance sheet and income statement shall be prepared in accordance with the
Specified Accounting Principles and shall be delivered within 60 days after the
end of each such month.

     7.18 Title Insurance and Surveys. Sellers will use commercially reasonable
efforts to assist the Buyer in obtaining on or prior to the Closing Date the
Title Commitments, Title Policies and Surveys in form and substance as set forth
in Article IX of this Agreement,


                                       34               Asset Purchase Agreement




<PAGE>

including removing from title any Liens which are not Permitted Liens. Each of
the Sellers shall provide the Title Company with any affidavits, indemnities,
memoranda or other assurances reasonably requested by the Title Company to issue
the Title Policies.

     7.19 Litigation Support. In the event and for so long as any Party actively
is contesting or defending against any Action, investigation, charge, claim, or
demand by a third party in connection with (i) any transaction contemplated
under this Agreement or (ii) any fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident, action,
failure to act, or transaction on or prior to the Closing Date involving the EMG
Business, the other Party will cooperate with the contesting or defending Party
and its counsel in the contest or defense, make available its personnel, and
provide such testimony and access to its books and records as shall be
reasonably necessary in connection with the contest or defense, all at the sole
cost and expense of the contesting or defending Party (unless the contesting or
defending Party is entitled to indemnification therefor under Article X).

     7.20 Exclusivity. From the date hereof until the Closing Date, the Sellers
will not, directly or indirectly, (i) solicit, initiate, or encourage the
submission of any proposal or offer from any Person relating to the acquisition
of any capital stock or other voting securities of any Seller, or any
substantial portion of the assets of the EMG Business (including any acquisition
structured as a merger, consolidation, or share exchange) or (ii) participate in
any discussions or negotiations regarding, furnish any information with respect
to, assist or participate in, or facilitate in any other manner any effort or
attempt by any Person to do or seek any of the foregoing. The Sellers will
notify the Buyer immediately if any Person makes any proposal, offer, inquiry,
or contact with respect to any of the foregoing. Notwithstanding the foregoing,
the provisions of this Section 7.20 shall not apply to any transaction involving
the capital stock or voting securities of Dana, or the assets of Dana or any of
its Affiliates other than the remaining Sellers, so long after giving effect to
any such transaction, Sellers remain obligated to perform their obligations
under this Agreement.

     7.21 Accounts Receivable.

          (a) Sellers will execute and deliver, or cause to be executed and
delivered, such agreements and instruments and take such other action as Buyer
or Buyer's Lender reasonably requests in order to provide that the Accounts
Receivable included in the Acquired Assets are conveyed to Buyer free and clear
of all Liens arising from or related to the prior securitization of the Accounts
Receivable.

          (b) Sellers shall reimburse Buyer, within thirty (30) days after
Buyer's demand, (i) for the amount of all credits, deductions and offsets taken
or claimed by account debtors against Pumps Accounts Receivable, or (ii) for the
amount of all understatements of Trade Payables of the portion of the Retained
Business Lines relating to fuel pumps and water pumps. Buyer will include with
its demand for payment copies of any correspondence from the applicable account
debtor or creditor, as the case may be, regarding such credit, deduction or
offset or understatement, as the case may be, and such other information with
respect thereto in Buyer's possession that Sellers may reasonably request.


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<PAGE>

          (c) Buyer shall reimburse Sellers, within thirty (30) days after
Sellers' demand, (i) for the amount of all credits, deductions and offsets
granted to Buyer with respect to Trade Payables of the portion of the Retained
Business Lines relating to fuel pumps and water pumps, or (ii) for any amount
collected by Buyer in respect of Pumps Accounts Receivable in excess of the
amount thereof included in determining the Closing Net Book Value; provided,
however, that Sellers shall indemnify Buyer and hold Buyer and its Related
Persons harmless from and against any and all Liabilities suffered or incurred
by Buyer or its Related Persons arising out of or resulting from Buyer's
reimbursement of Sellers for such excess collections of Pumps Accounts
Receivable. Seller will include with its demand for payment copies of any
correspondence from the applicable account debtor or creditor, as the case may
be, regarding such credit, deduction or offset or understatement, as the case
may be, and such other information with respect thereto in Sellers' possession
that Buyer may reasonably request.

     7.22 Seller Designee. Each of the Sellers hereby appoints the Seller
Designee as its agent and representative for the purpose of holding such
Seller's rights and interests in the Seller Shares and Seller Note and
exercising all of the rights and performing all of the obligations of the record
owner of the Seller Shares and holder of the Seller Note. Each Seller agrees
that the issuance of the Seller Shares and the Seller Note to the Seller
Designee constitutes payment to such Seller of any amount represented by such
Seller Shares or Seller Note to which such Seller may be entitled in respect of
the Acquired Assets conveyed by such Seller pursuant to this Agreement. Each
Seller agrees that Buyer and Buyer's Lender may deal exclusively with the Seller
Designee with respect to all matters related to the Seller Shares and the Seller
Note without seeking any consent, approval or confirmation from or giving any
notice to such Seller.

     7.23 Right of First Offer.

          (a) For a period of three (3) years after the Closing Date neither
Dana nor any of its Affiliates may assign, sell or transfer to any Person who is
not an Affiliate of Dana either a controlling interest in the capital stock or a
majority of the assets of CUMSA or Echlin-Mexicana or both unless Dana has
delivered to Buyer notice of Dana's desire to undertake such assignment, sale or
transfer and describing the assets or capital stock Dana or its Affiliates
desires to assign, sell or transfer and providing basic financial information
about the business being sold (the "Transfer Notice"). Within thirty (30) days
after delivery of a Transfer Notice, Buyer may notify Dana whether Buyer wishes
to consider the transaction described in the Transfer Notice, and if so, what
range of price it might be prepared to pay. If Buyer notifies Dana that Buyer
does not desire to consider such transaction or if Buyer does not submit any
notice to Dana within the thirty (30) day time period, neither Dana nor any of
its Affiliates shall have any further obligation to Buyer in respect of any
assignment, transfer or sale of the capital stock or assets of CUMSA,
Echlin-Mexicana or both, and the provisions of Section 7.23(b) shall cease to
apply. If Buyer notifies Dana within the thirty (30) day time period that Buyer
desires to consider such a transaction, then during a period ending on the
ninetieth (90th) day following the date of the Transfer Notice ("Negotiation
Period"), Buyer and the applicable Sellers shall negotiate the terms and
conditions of the purchase of the assets or capital stock of CUMSA,
Echlin-Mexicana or both, as the case may be. During the Negotiation Period,
Sellers shall use commercially reasonable efforts to(i) give Buyer and its
representatives (including its lenders, underwriters or other financing
sources), upon


                                       36               Asset Purchase Agreement




<PAGE>

reasonable notice to Sellers, full access at all reasonable times, and in a
manner so as not to interfere with the normal business operations of the
Sellers, to all assets, properties, books, records (including Tax records),
Contracts, documents and personnel relating to CUMSA, Echlin-Mexicana or both,
as the case may be, (ii) permit Buyer to make such inspections as it may
reasonably require and (iii) furnish Buyer during such period with all such
information as Buyer may reasonably request.

          (b) During the Negotiation Period, the Sellers will not, directly or
indirectly, (i) solicit, initiate, or encourage the submission of any proposal
or offer from any Person other than Buyer relating to the acquisition of any
capital stock of CUMSA, Echlin-Mexicana or both, as the case may be , or any
substantial portion of the assets of CUMSA, Echlin-Mexicana or both, as the case
may be (including any acquisition structured as a merger, consolidation, or
share exchange) or (ii) participate in any discussions or negotiations
regarding, furnish any information with respect to, assist or participate in, or
facilitate in any other manner any effort or attempt by any Person other than
Buyer to do or seek any of the foregoing.

          (c) If (i) by the end of the Negotiation Period Buyer or its designee
and the applicable Sellers have not executed a definitive agreement for the
transaction described in the Transfer Notice or (ii) such an agreement has been
executed by the end of the Negotiation Period but the purchase and sale
contemplated thereby has not been consummated within sixty (60) days after the
date of the definitive agreement for any reason except default by the applicable
Sellers of their obligations thereunder, then neither Dana nor any of its
Affiliates shall have any further obligation to Buyer in respect of any
assignment, sale or transfer of the capital stock or assets of CUMSA,
Echlin-Mexicana or both and shall be free to assign, sell or transfer capital
stock or assets to any Person on any terms.

          (d) The provisions of this Section 7.23 are not intended to apply to
(i) any assignment, pledge or other transfer of the capital stock or assets of
CUMSA, Echlin-Mexicana or both made in connection with financing arrangements
undertaken in the ordinary course of business by Dana or any of its Affiliates,
or (ii) any assignment, sale or transfer of the capital stock or assets of CUMSA
or Echlin-Mexicana or both to any Affiliate of Dana.

     7.24 Information Required for Buyer's Registration Statement. Buyer and
Sellers acknowledge that Buyer is required to include in its registration
statement for the Equity Offering audited financial statements for the EMG
Business for the fiscal year ended December 31, 2002. Sellers shall prepare and
deliver to Buyer as promptly as reasonably possible an audited balance sheet for
the EMG Business (including the Retained Business Lines relating to fuel pumps
and water pumps) for the fiscal year ended December 31, 2002 and audited
statements of operations and cash flows for the fiscal year then ended, fairly
presenting, in all material respects, the financial position and results of
operations of the EMG Business (including the Retained Business Lines relating
to fuel pumps and water pumps) as at such date and for the period then ended,
all in conformity with GAAP consistently applied as described in the notes
thereto (the "EMG Year-End Statements"). Dana shall also cause
PricewaterhouseCoopers to prepare and deliver to Buyer a comfort letter and
consent, in form and substance reasonably acceptable to Buyer and its counsel,
with respect to the EMG Financial Statements and the EMG Year-End Statements, as
the case may be, for filing with Buyer's registration statement for the Equity
Offering.


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<PAGE>

     7.25 Tooling at Vendors. Not less than fourteen (14) days prior to the
Closing Date, Sellers shall prepare and deliver to Buyer a reasonably complete
schedule listing tooling, molds and dies used in the EMG Business that are
located at any premises other than the Real Property, together with the address
of each such premises and the identity of the Person holding such tooling, molds
or dies at such premises.

                                  ARTICLE VIII

                              ENVIRONMENTAL MATTERS

     8.1 Site Assessment Environmental Liabilities. The term "Site Assessment
Environmental Liabilities" means, until the required environmental remediation
is complete at each respective site, all Environmental Costs relating to or
arising in connection with the remediation of Environmental Conditions at the
Branford Site, the Independence Site, and, if applicable, the Northvale Site,
identified during the Buyer's Further Investigations and/or Seller's Further
Investigations or during the performance of the Sellers' remediation. For
purposes of this Section 8.1, a required environmental remediation shall not be
deemed complete during the period of any continued operation and maintenance of
any active remediation system or long-term monitoring program (excluding, by way
of example, any static engineered controls such as a permanent cap) at the Real
Property in connection with the remediation or in the event that a No Further
Action letter or similar closure documentation is revoked, but only if the
reason for the revocation is the inaccuracy of information contained in Sellers'
submissions to Governmental Authorities.

     8.2 Environmental Remediation.

          (a) Phase II Investigations. Commencing not later than ten (10) days
after the date of this Agreement: Buyer shall conduct a Phase II Environmental
Site Assessment and such other investigation activities as Buyer deems necessary
or appropriate in order to ensure its entitlement to the "bona fide prospective
purchaser exemption" as defined under the federal Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C. 'SS''SS'9601 et seq. at
the Real Property and facilities of Sellers located at (1) Independence, Kansas
(the "Independence Site"), (2) Branford, Connecticut (the "Branford Site"), and
(3) Northvale, New Jersey (the "Northvale Site") (in the event that Buyer's
Phase I Environmental Site Assessment of the Northvale Site reveals the presence
of any "recognized environmental condition" as defined in ASTM 1527-97 or
1527-00) (collectively, the "Buyer's Further Investigation"). After Buyer
performs its Phase II Environmental Site Assessment at the Branford Site,
Sellers shall conduct any activities at the Branford Site as necessary to
discharge their obligations pursuant to the Connecticut Property Transfer Act,
'SS''SS'22a-134 et seq. (the "Sellers' Further Branford Investigation"). After
Buyer performs its Phase II Environmental Site Assessment at the Northvale Site,
Sellers shall conduct such activities at the Northvale Site as are necessary to
discharge its obligations pursuant to the New Jersey Industrial Site Recovery
Act, N.J.S.A. 13:1K-6 et seq. (the "Sellers' Further Northvale Investigation").
(Seller's Further Branford Investigation and Further Northvale Investigation, as
well as any other investigation conducted by Sellers in discharging their
obligations under this Section 8.2, shall be collectively referred to herein as
"Seller's Further Investigation"). Sellers shall provide Buyer with such access
to the Northvale Site as Buyer deems necessary or desirable to


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<PAGE>

conduct the Phase I Environmental Assessment of that site and shall provide
Buyer with such access to the Independence Site, Branford Site, and Northvale
Site as Buyer deems necessary or desirable to conduct the Buyer's Further
Investigation, as applicable. Sellers agree to reimburse Buyer for the amount of
costs and expenses incurred by Buyer in connection with the Buyer's Further
Investigation up to an aggregate maximum reimbursement of $150,000. Sellers
shall make such reimbursement within thirty (30) days after receiving Buyer's
request for payment, accompanied by such supporting information as Sellers may
reasonably request. Sellers shall prepare and deliver to Buyer written reports
of the Sellers' Further Investigation and Buyer shall prepare and deliver to
Sellers written reports of the Buyer's Further Investigation, each in form and
substance reasonably satisfactory to Sellers and Buyer.

          (b) Remediation Activities. Sellers shall be solely responsible for,
and shall pay all Environmental Costs associated with, remediating the
Environmental Conditions identified during the Buyer's Further Investigations
and/or Sellers' Further Investigations or the performance of Sellers'
remediation at the Independence Site, the Branford Site and, if applicable, at
the Northvale Site, in accordance with the Minimum Remediation Standards and the
other terms and provisions of this Section 8.2. Except as otherwise provided in
Section 8.2(e), Sellers shall have absolute control over all aspects of any
remediation undertaken by Sellers. Sellers shall select and implement a remedy
that, in addition to meeting the Minimum Remediation Standards, does not
materially interfere with or disrupt Buyer's normal business activities at the
Real Property. Sellers shall perform any investigation activities as required
pursuant to this Section 8.2 in a manner that does not materially interfere with
or disrupt Buyer's normal business activities at the Real Property. Sellers
shall prepare a remediation plan within a reasonable time after receipt of
Buyer's Further Investigation for each site, which plan shall contain a schedule
that provides for the prompt completion of the remediation at each site. Upon
completion of each plan for each site, Seller shall submit it to Buyer in
advance of submitting it to any Governmental Authority. Buyer shall have the
right to consult with Sellers, and comment on Sellers' remediation plans and
remediation activities at Buyer's cost, provided that so long as Sellers have
materially complied with their obligations under this Section 8.2, Sellers shall
retain control over the preparation and implementation of the remediation plans
and all remediation activities, and in its sole discretion, may accept or reject
any comments or recommendations by Buyer. Buyer shall have the right to review,
comment on, and observe Sellers' remediation activities at Buyer's cost, but
Sellers shall retain control over Sellers' remediation activities, except as
otherwise provided in Section 8.2(e). Sellers agree to provide to Buyer copies
of all technical reports, studies, tests, documents or other materials in
connection with Sellers' remediation activities in a timely manner. Buyer shall
cooperate with and provide Seller with such access to the Independence Site and
the Branford Site as Sellers deem necessary or desirable to conduct Sellers'
Further Investigations and any remediation activities, provided, however, that
Sellers shall do so in a manner that does not materially disrupt Buyer's normal
business activities. Sellers shall obtain a "No Further Action" letter or
equivalent document from the applicable state governmental agency concluding
that no further remediation activities are required at the sites. Sellers shall
submit to the appropriate regulatory authority a remediation plan in a
reasonably timely manner, but in no case later than two (2) years after the
Closing Date, unless a delay is caused by factors outside the control of
Sellers, including but not limited to, unforeseen environmental conditions at
the Site, delays caused by Third Parties, or delays in governmental review or
approval of any submittals by Sellers. Sellers shall complete the remediation as
set forth in the


                                       39               Asset Purchase Agreement




<PAGE>

remedial plans in a reasonably prompt manner, including, without limitation, by
conforming to the extent possible with the schedule for completion of the
remediation as set forth in the remedial plans. In the event that any of
Sellers' remedial plans involve any active remediation system or long-term
monitoring program (excluding, by way of example, any static engineered control
such as a permanent cap), Seller shall maintain and operate such system at its
sole expense until its receipt of a final No Further Action letter or similar
documentation providing that no further active remediation or monitoring is
required and until the remediation is complete within the meaning of Section 8.1
above.

          (c) Connecticut Property Transfer Act Responsibilities. Sellers shall
provide to Buyer by not later than 15 days prior to the Closing Date the
following documents with respect to the Branford facility: (i), a fully
completed Form III as defined pursuant to Conn. Stat. 'SS'22a-134(12),
signed and certified by Sellers as the "certifying party," that complies in all
respects with the Connecticut Property Transfer Act, 'SS''SS'22a-134 et seq.;
and (ii) documentation showing that the completed Form III has been submitted to
the Commissioner of the Connecticut Department of Environmental Protection
("DEP"). Sellers shall conduct any activities at the Branford Site as necessary
to discharge its obligations pursuant to the Connecticut Property Transfer Act,
'SS''SS'22a-134 et seq. and under Section 8.2(b).

          (d) New Jersey Industrial Site Recovery Act Responsibilities (ISRA).
Sellers shall provide to Buyer by not later than 15 days prior to the Closing
Date at least one of the following documents with respect to the Northvale
facility: (1) a non-applicability letter, (2) written approval of Seller's
negative declaration or "No Further Action" letter as to all areas of concern,
(3) an approved Remediation Agreement with funding source; or (4) a
non-qualified approval of Seller's Remedial Action Workplan, in each case as
such terms are defined in or customarily used in connection with ISRA.

          (e) Buyer's Right to Act. In addition to Buyer's rights to make a
claim for indemnification under Section 10.2 for a material breach by Sellers of
this Section 8.2, Buyer shall have the right, but not the obligation, in its
sole discretion, to conduct any investigation or take any remedial or other
appropriate action, at Sellers' cost and expense, if Sellers have not timely
performed any material obligation under this Section 8.2, provided that Buyer
shall have first provided written notice of such failure of Sellers to timely
perform such material obligation and Sellers have failed to cure such failure
within a 90-day period (except that this proviso shall not apply if Buyer
reasonably believes that its immediate action is necessary to prevent an
imminent threat to human health and, in such case, Buyer's right to act at
Sellers' cost with respect to such condition shall continue only for such time
and to such extent as appropriate under the circumstances to prevent and/or cure
any condition causing an imminent threat to human health). Notwithstanding the
90-day limitation on Sellers' right to cure after notice as provided in
foregoing sentence, if Sellers demonstrate in writing to Buyer that their
failure to perform a material obligation under this Section 8.2 cannot be cured
within such 90-day period, Seller shall have such additional time in which to
cure such failure as is reasonable under the circumstances.

     8.3 Environmental Records. For a period of ten years after the Closing
Date, Buyer shall not cause or permit the destruction or disposal of
environmental records regarding the


                                       40               Asset Purchase Agreement




<PAGE>

Acquired Assets or the EMG Real Property relating to periods prior to the
Closing Date without first offering to surrender them to Sellers, and Buyer
shall allow Sellers and their representatives access to such records during
regular business hours.

                                   ARTICLE IX

                              CONDITIONS TO CLOSING

     9.1 Conditions to Obligations of Sellers and Buyer. The respective
obligations of Sellers and Buyer to consummate the transactions contemplated by
this Agreement and the Ancillary Agreements shall be subject to the satisfaction
or waiver at or prior to the Closing of each of the following conditions:

          (a) All applicable waiting periods (and any extensions thereof) to the
consummation of the transactions contemplated by this Agreement under the HSR
Act shall have expired or been terminated.

          (b) All Consents of Governmental Authorities referred to in Sections
5.3 and 6.4 shall have been received.

          (c) No Action shall be pending or threatened in writing before any
Governmental Authority wherein an unfavorable Order would prevent consummation
of the transactions contemplated by this Agreement, or cause any of the
transactions contemplated by this Agreement to be rescinded.

     9.2 Conditions to Obligation of Sellers. The obligation of Sellers to
consummate the transactions contemplated by this Agreement shall be subject to
the satisfaction or waiver at or prior to the Closing of each of the following
additional conditions:

          (a) The representations and warranties of Buyer set forth in this
Agreement shall have been true and correct in all material respects as of the
date of this Agreement, and shall be true and correct in all material respects
as of the Closing Date as though made on and as of the Closing Date (except to
the extent that such representations and warranties are expressly intended to
speak only as of an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such date,
and except to the extent that such representations and warranties are already
qualified by terms such as "material" or "Material Adverse Effect," in which
case such representations and warranties shall be true and correct in all
respects on and as of the Closing Date).

          (b) Each of the agreements and covenants of Buyer to be performed and
complied with by Buyer pursuant to this Agreement prior to the Closing Date
shall have been duly performed and complied with in all material respects.

          (c) Buyer shall have delivered to Sellers a certificate, dated as of
the Closing Date and signed on its behalf by its chief executive officer and its
chief financial officer, as to the satisfaction by it of the conditions set
forth in Sections 9.1(c), 9.2(a) and 9.2(b).


                                       41               Asset Purchase Agreement




<PAGE>

          (d) Between the date of this Agreement and the Closing Date, no change
or event shall have occurred that has had a Material Adverse Effect on Buyer.

          (e) Buyer shall have delivered the Estimated Purchase Price in
accordance with Section 3.2 and the documents required to be delivered by Buyer
pursuant to Section 4.3.

     9.3 Conditions to Obligation of Buyer. The obligation of Buyer to
consummate the transactions contemplated by this Agreement shall be subject to
the satisfaction or waiver at or prior to the Closing of the following
conditions:

          (a) The representations and warranties of Sellers set forth in this
Agreement shall have been true and correct in all material respects as of the
date of this Agreement, and shall be true and correct in all material respects
as of the Closing Date as though made on and as of the Closing Date (except to
the extent that such representations and warranties are expressly intended to
speak only as of an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such date,
and except to the extent that such representations and warranties are already
qualified by terms such as "material" or "Material Adverse Effect," in which
case such representations and warranties shall be true and correct in all
respects on and as of the Closing Date).

          (b) Each of the agreements and covenants of Sellers to be performed
and complied with by Sellers pursuant to this Agreement prior to the Closing
Date shall have been duly performed and complied with in all material respects.

          (c) Sellers shall have delivered to Buyer a certificate, dated as of
the Closing Date, as to the satisfaction by Sellers of the conditions set forth
in Sections 9.1(c), 9.3(a) and 9.3(b).

          (d) The Financing Conditions shall have been satisfied and Buyer shall
have received the funds which Buyer is entitled to receive under the Financing
Agreements and the Equity Offering as of the Closing Date.

          (e) The title company that issued the Title Commitments or another
title insurance company reasonably satisfactory to Buyer (the "Title Company")
shall be prepared to issue (subject to any requirements to such issuance that
are to be satisfied by Buyer) a 1992 ALTA Owner's Title Insurance Policy or
other form of policy reasonably acceptable to the Buyer for each Owned Real
Property, insuring the Buyer's fee simple title to each Owned Real Property as
of the Closing Date (including all recorded appurtenant easements, insured as
separate legal parcels), with gap coverage through the date of recording,
subject only to Permitted Liens, in such amount as the Buyer reasonably
determines to be the value of the Owned Real Property insured thereunder and
including such endorsements as Buyer or Buyer's Lender reasonably requires (the
"Title Policies").

          (f) The Buyer shall have obtained a survey for each parcel of Owned
Real Property, dated after the date of this Agreement, prepared by a surveyor
licensed in the jurisdiction where the applicable Owned Real Property is
located, reasonably satisfactory to the Buyer, and conforming to 1999 ALTA/ACSM
Minimum Detail Requirements for Land Title Surveys, including Table A Items Nos.
1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b)(2), 13,


                                       42               Asset Purchase Agreement




<PAGE>

14, 15 and 16, and such other standards as the Title Company and the Buyer may
reasonably require as a condition to the removal of any survey exceptions from
the Title Policies, and certified to the Buyer, the Buyer's Lender and the Title
Company, in a form and with a certification reasonably satisfactory to each of
such parties (the "Surveys"); the Surveys shall not disclose any encroachment
from or onto any of the Owned Real Property or any other material survey defect
which has not been cured or insured over to the Buyer's reasonable satisfaction
prior to the Closing.

          (g) Between the date of this Agreement and the Closing Date, no change
or event shall have occurred that has had a Material Adverse Effect on the EMG
Business.

          (h) Sellers shall have delivered to Buyer the documents required to be
delivered by Sellers pursuant to Section 4.2.

                                    ARTICLE X

                          SURVIVAL AND INDEMNIFICATION

     10.1 Survival Periods.

          (a) Sellers' liability for any breach of the representations and
warranties made by them in this Agreement shall survive until the date that is
eighteen months after the Closing Date, except that:

               (i) Sellers' liability for any breach of the representations and
     warranties set forth in Section 5.17 (Taxes) or Section 5.18 (Employee
     Benefit Plans) will survive until the expiration of all applicable periods
     under the Laws prescribing applicable statutes of limitation with respect
     to the subject matter of such representations and warranties;

               (ii) Sellers' liability for any breach of the representations and
     warranties set forth in Section 5.19 (Environmental Matters) will survive
     for five years after the Closing Date; and

               (iii) Sellers' liability for any breach of the representations
     and warranties set forth in Section 5.1 (Organization and Standing),
     Section 5.2 (Authority, Validity and Effect), Section 5.6 (Acquired
     Assets), or Section 5.24 (No Brokers) will survive indefinitely.

          (b) Buyer's liability for any breach of the representations and
warranties made by it in this Agreement shall survive until the date that is six
months after the expiration of the Lock-Up Period (as defined in the Share
Ownership Agreement), except that Buyer's liability for any breach of the
representations and warranties set forth in Section 6.1 (Organization and
Standing), Section 6.2 (Authority, Validity and Effect), Section 6.3
(Capitalization; Title to Stock), or Section 6.11 (No Brokers) will survive
indefinitely.

          (c) Each of the covenants and agreements of the Parties shall survive
the Closing in accordance with its terms.


                                       43               Asset Purchase Agreement




<PAGE>

          (d) No party providing indemnification pursuant to this Article X (an
"Indemnifying Party") is obligated to provide such indemnification with respect
to the representations and warranties (but not the covenants) to the other party
(the "Indemnified Party") unless the Indemnified Party has delivered written
notice of its claim for indemnification prior to the expiration of the
applicable period set forth in Section 10.1(a) or 10.1(b), unless such claim is
based upon the assertion that the Indemnifying Party had committed fraud;
provided, however, that any claim for indemnification for which a notice has
been given in accordance with Section 10.4 on or before the expiration of such
period may continue to be asserted and indemnified against until finally
resolved.

     10.2 Indemnification. Subject to the other provisions of this Article X,
from and after the Closing,

          (a) Sellers shall indemnify and hold Buyer and its officers,
directors, shareholders, employees and Affiliates harmless from and against any
costs or expenses (including reasonable attorneys' fees), judgments, fines,
Liabilities, losses, claims and damages (collectively, "Damages") resulting
from: (i) Sellers' breach of any representation or warranty made by them in or
pursuant to this Agreement, provided that Sellers shall not be liable for breach
of any representation or warranty to the extent (A) the fact, matter or
circumstance giving rise to a claim for breach is fairly disclosed in any of the
Disclosure Schedules to this Agreement or the documents attached thereto, or (B)
the amount claimed is reflected in the Final Net Book Value Statement or was the
subject of a Dispute Notice; (ii) Sellers' failure to perform or breach of any
covenant made by them in or pursuant to this Agreement; or (iii) Sellers'
failure to pay, perform or discharge in accordance with its terms any Retained
Liability.

          (b) Buyer shall indemnify and hold Sellers and their respective
officers, directors, shareholders, employees and Affiliates harmless from and
against all Damages resulting from (i) Buyer's breach of any representation or
warranty made by it in or pursuant to in this Agreement, (ii) Buyer's failure to
perform or breach of any covenant made by it in or pursuant to this Agreement,
(iii) Buyer's failure to pay, perform or discharge in accordance with its terms
any of the Assumed Liabilities, or (iv) all Liabilities arising under any
Environmental, Health or Safety Requirements or with respect to Environmental
Claims or Environmental Costs arising from Environmental Conditions at the Real
Property, irrespective of whether such Liability attaches or accrues to Buyer or
Sellers in the first instance, but not including any Retained Liability.

          (c) The Buyer expressly releases and discharges Seller, its successors
and assigns, from all claims, demands, actions, judgments and executions for the
indemnified matters set forth in Section 10.2(b)(iv).

     10.3 Indemnification Amounts.

          (a) Notwithstanding any provision to the contrary contained in this
Agreement, Sellers will not be obligated to indemnify Buyer for any Damages
resulting from a breach of a representation or warranty made by Sellers:


                                       44               Asset Purchase Agreement




<PAGE>

               (i) to the extent that Damages arising from any individual claim
     for indemnification are $10,000 or less (the "Buyer Minimum Claim Amount");

               (ii) unless and until the amount of all such Damages (other than
     those for claims that do not satisfy the Buyer Minimum Claim Amount)
     exceeds $1,300,000 (the "Buyer Deductible"), and then only for the amount
     of the Damages in excess of the Buyer Deductible; provided, however, that
     the Buyer Deductible shall not apply to any Damages resulting from a breach
     of a representation or warranty made by Sellers pursuant to Section 5.19
     (Environmental Matters); and

               (iii) to the extent that the aggregate amount of all such
     payments for Damages (other than those for claims that do not satisfy the
     Buyer Minimum Claim Amount) to Buyer exceeds an amount equal to sixty-five
     percent (65%) of the amount of the Purchase Price paid in cash.

          (b) Notwithstanding any provision to the contrary contained in this
Agreement, Buyer will not be obligated to indemnify Sellers for any Damages
resulting from a breach of a representation or warranty made by Buyer:

               (i) to the extent that the Damages arising from any individual
     claim for indemnification are $10,000 or less; and

               (ii) to the extent that the aggregate amount of all such payments
     for Damages to Sellers exceeds the aggregate amount of the Purchase Price
     paid in the form of the Seller Shares, as calculated on the basis of the
     Price Per Share and after giving effect to any adjustments to the Purchase
     Price under Section 3.3.

          (c) For purposes of this Article X, a representation or warranty shall
be deemed breached if it would have been breached had the representation not
been qualified by the words "material", "materiality", "Material Adverse
Effect", "in all material respects", or words of similar import.

     10.4 Claims.

          (a) If an Indemnified Party intends to seek indemnification pursuant
to this Article X, such Indemnified Party shall promptly notify the Indemnifying
Party in writing of such claim describing such claim in reasonable detail;
provided that the failure to provide such notice will not affect the obligations
of the Indemnifying Party unless it is actually prejudiced thereby. If the claim
for indemnification does not involve a claim by a third party then the
Indemnifying Party shall be deemed to have accepted liability for the Damages
arising from such claim (subject to the limitations set forth in this Article)
unless the Indemnifying Party delivers a written objection to the Indemnified
Party within 30 days after receiving the notice of claim. If such claim involves
a claim by a third party against the Indemnified Party, the Indemnifying Party
will have thirty days after receipt of such notice to elect to undertake,
conduct and control, through counsel of its own choosing and at its own expense,
the settlement or defense thereof, and if it so elects, the Indemnified Party
shall cooperate with it in connection therewith; provided that the Indemnified
Party may participate in such settlement or defense through counsel chosen and
paid for by such Indemnified Party. The Indemnifying


                                       45               Asset Purchase Agreement




<PAGE>

Party shall not, without the written consent of the Indemnified Party, settle or
compromise any action in any manner or consent to the entry of any judgment with
respect to the matter unless the sole relief granted is the payment of money by
the Indemnifying Party and the plaintiff or claimant releases the Indemnified
Party from all liability. If the Indemnifying Party does not notify the
Indemnified Party within thirty days after the receipt of the Indemnified
Party's notice of a claim of indemnity hereunder that it elects to undertake the
defense thereof, or if the Indemnifying Party assumes such defense but
thereafter fails to pursue such defense actively, then the Indemnified Party
will have the right to contest, settle or compromise the claim but shall not
thereby waive any right to indemnity therefor pursuant to this Agreement. As
long as the Indemnifying Party is contesting any such claim in good faith, the
Indemnified Party shall not pay or settle any such claim. Notwithstanding the
foregoing, the Indemnified Party has the right to pay or settle any such claim;
provided that as long as the Indemnifying Party is contesting such claim in good
faith, any such settlement is to include as an unconditional term thereof the
delivery by the claimant or plaintiff to the Indemnifying Party of a duly
executed written release of the Indemnifying Party from all liability and
obligation in respect of such action; and provided further that in such event,
unless the Indemnifying Party has consented to such payment or settlement, the
Indemnified Party shall waive any right to indemnity therefor by the
Indemnifying Party; and provided further that the Indemnified Party shall
provide the Indemnifying Party reasonable advance notice of any proposed
settlement or payment.

          (b) The Indemnified Party shall cooperate fully in all aspects of any
investigation, defense, pretrial activities, trial, compromise, settlement or
discharge of any claim in respect of which indemnity is sought pursuant to this
Article X, including, but not limited to, by providing the other party with
reasonable access to employees and officers (including as witnesses) and other
information. The Indemnified Party's actual costs and expenses of providing such
cooperation shall constitute a part of its Damages for which it is entitled to
indemnification in accordance with this Article X.

     10.5 Exclusive Remedy. Except with respect to the availability of equitable
relief or actual fraud, the indemnification provisions of this Article X are the
exclusive remedy following the Closing for any breaches or alleged breaches of
any representation, warranty, covenant, agreement or other provision of this
Agreement or the transactions contemplated hereby and, without limitation of the
foregoing, Buyer and each Seller hereby waives any and all rights that are or
may otherwise be available to it at law or equity in respect of the transactions
contemplated hereby, including, without limitation, any claim pursuant to the
federal Comprehensive Environmental Response, Compensation, and Liability Act,
42 U.S.C. 'SS'SS'9601 et seq.; and none of the Parties, nor any of its Related
Persons, may bring any action or proceeding, at law, equity or otherwise,
against any other party or its Related Persons, in respect of any breaches or
alleged breaches of any representation, warranty or other provision of this
Agreement, except pursuant to the express provisions of this Article X. The
Parties hereby acknowledge that no Party has made any representations and
warranties, express or implied, with respect to this Agreement or the matters
contemplated hereby, except as explicitly set forth in or made pursuant to this
Agreement. The Parties also acknowledge that this Section 10.5 is not intended
to restrict the rights of either party arising from and after the Closing Date
under the Ancillary Agreements.


                                       46               Asset Purchase Agreement




<PAGE>

     10.6 Tax and Insurance. The amount of any Damages suffered by an
Indemnified Party is to be reduced by any net federal Tax, insurance or other
benefits that such party receives in respect of or as a result of such Damages
or the facts or circumstances relating thereto. A 34% tax rate is to be used in
computing any such reduction for net federal Tax benefits. If any Damages for
which indemnification is provided hereunder are subsequently reduced by any net
tax benefit, insurance payment or other recovery from a third party, the
Indemnified Party shall promptly remit the amount of such reduction to the
Indemnifying Party.

                                   ARTICLE XI

                            EMPLOYEE BENEFIT MATTERS

     11.1 Employment. Buyer shall make offers of employment to, and employ for a
period of not less than two months after the Closing Date, on the terms required
by this Article XI, all individuals who are employed in the EMG Business
immediately prior to the Closing Date and who accept such offers of employment,
including, to the extent set forth in Section 11.5, those individuals who are on
lay-off, leave of absence, disability leave or elect to retire immediately prior
to the Closing Date (collectively, those employees who accept employment with
Buyer as of the Closing Date shall collectively be referred to herein as the
"Transferred Employees"); provided that, (a) except as otherwise required by the
Employee Retention Incentive Agreements, Buyer will not be required to continue
to employ any Transferred Employee who resigns or otherwise voluntarily
terminates his employment by Buyer or who is terminated by Buyer for cause, (b)
Buyer shall not make offers of employment to the individuals identified on
Schedule 11.1 whom Sellers desire to retain after the Closing Date and such
individuals shall not be considered "Transferred Employees".

     11.2 Compensation and Employee Benefits.

          (a) In General. Buyer shall provide each Transferred Employee, so long
as he or she otherwise remains employed by Buyer, with compensation, employee
benefits and severance programs that, in the aggregate, are substantially
equivalent to those provided by Buyer immediately prior to the Closing Date to
Buyer's employees serving in comparable capacities and with comparable years of
service. Subject to the foregoing, the other provisions of this Article XI and
the provisions of the Employee Retention Incentive Agreements, Buyer shall have
the right to determine the compensation and employee benefits of the Transferred
Employees.

          (b) Severance Payments. Buyer and Sellers will be obligated for
severance payments to Transferred Employees as provided in the Reimbursement
Agreement except that Exhibit III of that letter shall be amended as set forth
on Schedule 11.2(b). Sellers shall be liable for and shall pay all eligible
individuals employed by the EMG Business prior to the Closing severance benefits
in accordance with the terms of Seller's severance policies; provided, however,
that nothing in this Agreement should be construed to obligate Sellers to pay
severance to any Transferred Employee or any employee of the EMG Business who is
made an offer of employment by Buyer , except as provided in the Reimbursement
Agreement. Seller shall also reimburse Buyer for all severance costs incurred by
Buyer, up to an aggregate cumulative amount of $400,000, in connection with any
Transferred Employee who was an


                                       47               Asset Purchase Agreement




<PAGE>

employee of Sellers' RAM Division on the Closing Date who is terminated by Buyer
within six months after the Closing Date because of the closing or relocation of
the operations of the RAM Division.

          (c) Service Credit. For purposes of any employee benefit plan, program
or arrangement established for or made available to Transferred Employees by
Buyer (the "Buyer Plans"), other than Buyer's post-retirement medical benefit
plan, Buyer shall credit such Transferred Employees with service for all periods
of service prior to the Closing Date with Sellers or any Affiliate of Sellers.
Such service will be credited for purposes of determining eligibility for,
vesting in and the amount of benefits under all of the Buyer Plans and for all
other purposes for which service is either taken into account or recognized;
provided, however, that such service need not be credited to the extent it would
result in duplication of coverage or benefits.

          (d) Welfare Benefit Plans. Coverage for all Transferred Employees and
their respective dependents under the Seller ERISA Plans and Seller Benefit
Arrangements that are welfare benefit plans within the meaning of Section 3(1)
of ERISA (the "Seller Welfare Plans"), will terminate effective as of the day
immediately prior to the Closing Date. All Liabilities of Sellers under the
Seller Welfare Plans prior to the effective date of such termination shall be
Retained Liabilities. The Buyer Plans that are welfare benefit plans within the
meaning of Section 3(1) of ERISA (the "Buyer Welfare Plans") shall provide
coverage and benefits to Transferred Employees (and the eligible dependents of
the Transferred Employees) beginning on the Closing Date. Buyer shall cause
deductibles and out-of-pocket payments expended for coverage under the Seller
Welfare Plans in the plan year in which the Closing Date occurs to be counted
toward the deductibles and out-of-pocket maximums applicable to each Transferred
Employee under the Buyer Welfare Plans. Sellers will provide Buyer, at Buyer's
expense, with electronic or other copies of existing records regarding each
Transferred Employee's status regarding deductibles and out-of-pocket expenses
under the Seller Welfare Plans (it being understood that Sellers will not be
required to generate any reports or provide any other information that it did
not produce or maintain in the Ordinary Course of Business). In addition, no
pre-existing condition, limitation, exclusion or waiting period applicable with
respect to any Buyer Welfare Plan will apply to any Transferred Employee.

          (e) Savings and Pension Plans.

               (i) Effective as of the Closing Date, Sellers will cause all
     Transferred Employees to become fully vested in their account balances
     under the Dana Corporation Employee Incentive and Savings Investment Plan
     (the "Savings Plan") and their accrued benefits under the Pension Plan for
     Dana Automotive Aftermarket Group Employees (the "Pension Plan"). All
     Liabilities of Sellers under the Savings Plan and the Pension Plan shall be
     Retained Liabilities.

               (ii) With respect to each Transferred Employee who has an
     outstanding loan under the Savings Plan, Buyer and Sellers shall take such
     action as shall be necessary to permit such Transferred Employee to
     rollover such loan to the applicable Buyer Plan.


                                       48               Asset Purchase Agreement




<PAGE>

     11.3 COBRA; Retiree Medical Benefits. Buyer shall have sole responsibility
for "continuation coverage" benefits provided after the Closing Date under
Buyer's group health plans to all Transferred Employees, and "qualified
beneficiaries" of Transferred Employees, for whom a "qualifying event" occurs on
or after the Closing Date. Sellers shall have the sole responsibility for
"continuation coverage" benefits provided under Sellers' group health plans to
all employees of Sellers, and "qualified beneficiaries" of employees of Sellers,
for whom a "qualifying event" has occurred prior to the Closing Date, or for any
such individual who is not a Transferred Employee or "qualified beneficiary"
with respect to a Transferred Employee, regardless of when such "qualifying
event" occurs, and the obligations of Sellers under this sentence shall be
Retained Liabilities. The terms "continuation coverage," "qualified
beneficiaries" and "qualifying event" shall have the meaning ascribed to them
under Section 4980B of the Code and Sections 601-608 of ERISA.

     11.4 WARN Act. Buyer shall not engage in a "mass layoff" or "plant closing"
as defined in the United States Worker Adjustment and Retraining Notification
Act (the "WARN Act") affecting the Transferred Employees without complying with
the WARN Act. Buyer shall defend, indemnify and hold harmless Sellers and their
Related Persons from any claims, charges, suits, demands, damage, or liability
arising out of or relating to any such noncompliance with the WARN Act from and
after the Closing Date.

     11.5 Non-Active Employees. Except as expressly provided below, Buyer shall
make offers of employment to, and shall employ to the extent such offers are
accepted, the individuals employed in the EMG Business who are on non-active
status on the Closing Date due to lay-off, leave of absence or disability (the
"Non-Active Employees"). Notwithstanding the foregoing, Sellers shall retain as
their employees any Non-Active Employees listed on Schedule 11.5 who are on
long-term disability leave on the Closing Date and any other Non-Active
Employees who are on long-term disability leave on the Closing Date, up to a
maximum of sixteen (16) such employees. In consideration of Seller's agreement
to retain such employees, Buyer shall pay to Sellers, on the Closing Date and
subject to the contemporaneous consummation of the transactions contemplated by
this Agreement, the sum of Five Hundred Thousand Dollars ($500,000) by wire
transfer of immediately available funds to an account designated by Dana.

                                   ARTICLE XII

                                   TERMINATION

     12.1 Termination. Notwithstanding any other provision of this Agreement,
this Agreement may be terminated at any time prior to the Closing Date:

          (a) by mutual written consent of Buyer and Dana;

          (b) by Buyer, if a Seller has committed a material breach of any
representation, warranty or covenant of Sellers in this Agreement and such
breach is either not capable of being cured or if such Seller has failed to cure
such breach within 30 days after written notice thereof from Buyer;


                                       49               Asset Purchase Agreement




<PAGE>

          (c) by Dana, if Buyer has committed a material breach of any
representation, warranty or covenant of Buyer in this Agreement and such breach
is either not capable of being cured or if Buyer has failed to cure such breach
within 30 days after written notice thereof from Dana;

          (d) by Buyer or Dana, upon written notice to the other, if the
transactions contemplated by this Agreement have not been consummated on or
prior to the Outside Termination Date, because the conditions precedent to the
terminating party's obligations to consummate the transactions hereunder set
forth in Article IX have not been met by such date, unless such failure of
consummation is due to the failure of the Party seeking such termination to
perform or observe in all material respects the covenants and agreements hereof
to be performed or observed by such Party;

          (e) by Dana, upon written notice to Buyer, if the transactions
contemplated by this Agreement have not been consummated on or prior to the
Outside Termination Date as a result of the failure of Buyer to satisfy the
condition in Section 9.3(d) (unless such failure results from Sellers' breach of
Section 7.24); or

          (f) by Buyer or Dana, upon written notice to the other Party, if a
Governmental Authority of competent jurisdiction has issued an Order enjoining
or otherwise prohibiting the consummation of the transactions contemplated by
this Agreement, and such Order has become final and non-appealable; provided,
however, that the Party seeking to terminate this Agreement pursuant to this
clause (f) has used its commercially reasonable efforts to remove such Order.

     12.2 Effect of Termination.

          (a) The termination of this Agreement is to be effected by delivery of
written notice of such termination by the Party terminating the Agreement to the
other Party. In the event of termination of this Agreement pursuant to Section
12.1, no Party will have any Liability or any further obligation to any other
Party (except for any Liability of any Party then in breach and as provided in
Section 12.2(b) or Section 12.2(c)).

          (b) Buyer shall pay to Dana the sum of $6,000,000 in the event that:

               (i) Dana terminates this Agreement pursuant to Section 12.1(c);
     or

               (ii) Buyer wrongfully refuses or fails to consummate the
     transactions contemplated by this Agreement; or

               (iii) Buyer terminates this Agreement pursuant to Section 12.1(d)
     as a result of the failure to satisfy the condition in Section 9.3(d)
     (unless such failure to results from Sellers' breach of Section 7.24); or

               (iv) Dana terminates this Agreement pursuant to Section 12.1(e).

          (c) Dana shall pay to Buyer the sum of $6,000,000 in the event that:


                                       50               Asset Purchase Agreement




<PAGE>

               (i) Buyer terminates this Agreement pursuant to Section 12.1(b);
     or

               (ii) Any Seller wrongfully refuses or fails to consummate the
     transactions contemplated by this Agreement.

          (d) The payment from Buyer or Dana pursuant to subsection (b) or
subsection (c) above, as the case may be, shall be due and payable within five
(5) Business Days after the effective date of termination of this Agreement.
Such payment by Buyer or Dana shall be regarded as liquidated damages and not as
a penalty and, except as provided in Section 12.2(e), the Party making such
payment shall have no further liability to the other Party or Parties as a
result of the termination of this Agreement. Without intending to limit any
other provision of this Agreement, In no event shall either party be obligated
to make the payment described in this subsection if the transactions
contemplated by this Agreement are not consummated because the applicable
waiting periods under the HSR Act shall not have expired or been terminated or
because any Governmental Authority shall have commenced an Action or obtained an
Order to prevent the consummation of such transactions on the basis of
applicable antitrust or similar Laws.

          (e) The obligations of the Parties under Sections 5.24, 6.11, 7.3 and
13.1 and under the Reimbursement Agreement shall survive any termination of this
Agreement.

                                  ARTICLE XIII

                                  MISCELLANEOUS

     13.1 Expenses. Whether or not the transactions contemplated by this
Agreement are consummated, all costs and expenses (including all legal,
accounting, broker, finder or investment banker fees) incurred in connection
with this Agreement and the Ancillary Agreements and the transactions
contemplated hereby are to be paid by the Party incurring such expenses, except
as expressly provided herein, in the Ancillary Agreements or in the
Reimbursement Agreement and except that Buyer and Sellers will each pay one-half
of (a) the costs of the filing fee and other out-of-pocket costs (including any
out-of-pocket payments to third party economists and accountants but excluding
any legal fees and expenses) incurred in connection with the HSR Act filing and
the efforts to cause the applicable waiting period to expire or be terminated
(b) the costs and expenses incurred by Buyer to obtain the Surveys, and (c) the
fees and expenses of PricewaterhouseCoopers incurred in the preparation of the
monthly and quarterly financial statements delivered pursuant to Section 7.17
and the audited annual financial statements delivered pursuant to Section 7.24.

     13.2 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective successors and permitted
assigns, and no Party may assign either this Agreement or any of its rights,
interests, or obligations hereunder without the prior written approval of the
other Party; provided, however, that Buyer may (i) assign any or all of its
rights and interests hereunder to one or more of its Subsidiaries and (ii)
designate one or more of its Subsidiaries to perform its obligations hereunder
(in any or all of which cases Buyer nonetheless shall remain responsible for the
performance of all of its obligations hereunder).


                                       51               Asset Purchase Agreement




<PAGE>

     13.3 Third Party Beneficiaries. Each Party hereto intends that neither this
Agreement nor any of the Ancillary Agreements benefits or creates any legal or
equitable right, remedy or claim in or on behalf of any Person other than the
Parties. This Agreement, the Ancillary Agreements and all of their respective
provisions and conditions are for the sole and exclusive benefit of the Parties
to this Agreement and the Ancillary Agreements, and their successors and
permitted assigns.

     13.4 Notices. Any notice or other communication provided for herein or
given hereunder to a Party hereto will be sufficient if in writing, and sent by
facsimile transmission (electronically confirmed), delivered in person, mailed
by first class registered or certified mail, postage prepaid, or sent by Federal
Express or other overnight courier of national reputation, addressed as follows:

          If to Buyer:

               Standard Motor Products, Inc.
               37-18 Northern Boulevard
               Long Island City, New York  11101
               Attn: Chief Financial Officer
               Fax:  (718) 472-0122

               with a copy to:

               Kelley Drye & Warren, LLP
               101 Park Avenue
               New York, New York  10178
               Attn: Ronald B. Risdon, Esq.
               Fax:  (212) 808-7897

          If to Sellers:

               Dana Corporation
               4500 Dorr Street
               Toledo, Ohio  43697
               Attn: General Counsel
               Fax:  (419) 535-4790

               with a copy to:

               Jones, Day, Reavis & Pogue
               North Point
               901 Lakeside Avenue
               Cleveland, Ohio  44114
               Attn: John P. Dunn, Esq.
               Fax:  (216) 579-0212


                                       52               Asset Purchase Agreement




<PAGE>

or to such other address with respect to a Party as such Party notifies the
other in writing as above provided.

     13.5 Complete Agreement. This Agreement (along with the Disclosure
Schedules and the exhibits and appendices hereto) and the Ancillary Agreements,
together with the Reimbursement Agreement and the Confidentiality Agreement,
contain the complete and exclusive statement of the terms of the agreements
between the Parties with respect to the transactions contemplated hereby and
thereby and supersede all prior agreements and understandings between the
Parties with respect thereto.

     13.6 Captions; References. The name of this Agreement and the captions
contained herein are for convenience of reference only and do not affect the
interpretation or construction hereof. When a reference is made in this
Agreement to a clause, a Section or an Article, such reference will be to a
clause, a Section or Article of this Agreement unless otherwise indicated.

     13.7 Amendment. This Agreement may be amended or modified only by a written
agreement referencing this Agreement and duly executed by the Parties.

     13.8 Waiver. At any time prior to the Closing Date, the Parties may (a)
extend the time for the performance of any of the obligations or other acts of
the Parties, (b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto or (c) waive
compliance with any of the agreements or conditions contained herein, to the
extent permitted by applicable Law. Any agreement on the part of a Party hereto
to any such extension or waiver will be valid only if set forth in a writing
signed on behalf of such Party. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any such prior or subsequent
occurrence.

     13.9 Governing Law. This Agreement is to be governed by, and construed and
enforced in accordance with, the laws of the State of Ohio, without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Ohio or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Ohio.

     13.10 Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any jurisdiction will, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision is to be interpreted
to be only so broad as is enforceable.

     13.11 Updated Disclosure Schedules. Until five (5) days prior to Closing,
Sellers may deliver to Buyer amended versions of the Schedules required or
permitted by this Agreement to the extent required to reflect developments in or
effecting the EMG Business and its assets or liabilities which occur from and
after the date of this Agreement (such developments, together with any
information of which Sellers notify Buyer pursuant to the last sentence of
Section 7.2,


                                       53               Asset Purchase Agreement




<PAGE>

being collectively referred to as "New Facts"). If any amendment made pursuant
to this Section 13.11 discloses New Facts which result from the conduct of the
EMG Business as permitted by Sections 7.1 or 7.2 of this Agreement, or which is
an event that is deemed not to have a Material Adverse Effect pursuant to the
proviso to the definition of such term, then without any further action by Buyer
the Schedules, as so amended, will be deemed to have amended for all purposes of
this Agreement, including Section 9.3(a) and Section 10.2(a). If any amendment
delivered by Sellers pursuant to this Section 13.11 discloses New Facts other
than those described in the preceding sentence, then the Schedules will be
deemed to have been amended for the purposes of this Agreement only if and to
the extent Buyer approves such amendment in writing.

     13.12 Submission to Jurisdiction. Each of the Parties submits to the
non-exclusive jurisdiction of any state or federal court sitting in the County
of New York, New York and the County of Lucas, Ohio in any Action arising out of
or relating to this Agreement and agrees that all claims in respect of such
Action may be heard and determined in any such court. Each of the Parties waives
any defense of inconvenient forum to the maintenance of any action or proceeding
so brought. Any Party may make service on the other Party by sending or
delivering a copy of the process to the Party to be served at the address and in
the manner provided for the giving of notices in Section 13.4 above. Nothing in
this Section 13.12, however, shall affect the right of any Party to bring any
action or proceeding arising out of or relating to this Agreement in any other
court or to serve legal process in any other manner permitted by law or in
equity. Each Party agrees that a final judgment in any action or proceeding so
brought shall be conclusive and may be enforced by suit on the judgment or in
any other manner provided by law or in equity.

     13.13 Construction. This Agreement is the result of the joint efforts of
Buyer and Sellers, and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of the Parties and there is to be no
construction against either Party based on any presumption of that Party's
involvement in the drafting thereof. Any reference to any federal, state, local,
or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation. Whenever the context
so requires or permits, all references to the masculine herein shall include the
feminine and neuter, all references to the neuter herein shall include the
masculine and feminine, all references to the plural shall include the singular
and all references to the singular shall include the plural. Nothing in the
Disclosure Schedules shall be deemed adequate to disclose an exception to a
representation or warranty made herein unless the applicable Disclosure Schedule
or a document attached thereto fairly discloses the exception. Without limiting
the generality of the foregoing, the mere listing (or inclusion of a copy) of a
document or other item shall not be deemed adequate to disclose an exception to
a representation or warranty made herein (unless the representation or warranty
has to do with the existence of the document or other item itself). The Parties
intend that each representation, warranty, and covenant contained herein shall
have independent significance. If any Party has breached any representation,
warranty, or covenant contained herein in any respect, the fact there exists
another representation, warranty, or covenant relating to the same subject
matter (regardless of the relative levels of specificity) that the Party has not
breached will not detract from or mitigate the fact that the Party is in breach
of the first representation, warranty, or covenant.


                                       54               Asset Purchase Agreement




<PAGE>

     13.14 Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

                     (Signatures are on the following page.)


                                       55               Asset Purchase Agreement




<PAGE>

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

BUYER:

STANDARD MOTOR PRODUCTS, INC.


By:     /s/ James Burke
   ----------------------------------
Name:   James Burke
Title:  Vice President Finance, Chief Financial Officer

SELLERS:

DANA CORPORATION                        BWD AUTOMOTIVE CORPORATION


By:     /s/ Terry R. McCormack          By:    /s/ Terry R. McCormack
   ----------------------------------         ----------------------------------
Name:  Terry R. McCormack               Name:  Terry R. McCormack
Title:                                  Title:


AUTOMOTIVE CONTROLS CORP.               RISTANCE CORPORATION


By:    /s/ Terry R. McCormack           By:    /s/ Terry R. McCormack
   ----------------------------------         ----------------------------------
Name:  Terry R. McCormack               Name:  Terry R. McCormack
Title:                                  Title:


PACER INDUSTRIES, INC.                  ENGINE CONTROLS DISTRIBUTION
                                        SERVICES, INC.


By:   /s/ Terry R. McCormack            By:    /s/ Terry R. McCormack
   ----------------------------------         ----------------------------------
Name: Terry R. McCormack                Name:  Terry R. McCormack
Title:                                  Title:

                                                        Asset Purchase Agreement




<PAGE>

                                   APPENDIX A

                                   DEFINITIONS

     "Accounts Receivable" has the meaning set forth in Section 1.1(e).

     "Acquired Assets" has the meaning set forth in Section 1.1.

     "Acquired Contracts" has the meaning set forth in Section 1.1(g).

     "Acquired Intellectual Property" has the meaning set forth in Section
1.1(i).

     "Action" means any action, suit or legal, administrative or arbitral
proceeding or investigation before any Governmental Authority.

     "Affiliate" means with respect to any Person, any Person that directly or
indirectly controls, is controlled by or is under common control with such
Person.

     "Agreement" has the meaning set forth in the preamble to this Agreement.

     "Ancillary Agreements" means the Share Ownership Agreement, the Nashville
Sub-Lease, the Nashville Sub-Sub-Lease, the Seller Leases, the Supply
Agreements, the Transition Services Agreements, and the other agreements and
documents contemplated hereby.

     "Apportionable Expenses" has the meaning set forth in Section 7.11(a).

     "Assumed Liabilities" has the meaning set forth in Section 2.1.

     "Bill of Sale" means the bill of sale and instrument of assignment and
assumption substantially in the form of Exhibit F hereto.

     "Branford Access Agreement" means the access agreement between Buyer and a
Seller, granting to such Seller access to the fuel pump testing areas at the
Branford facility, substantially in the form of Exhibit Z hereto, with such
changes thereto as shall be mutually acceptable to Buyer and the applicable
Seller.

     "Branford Rental Properties" means the real property and all personal
property located thereon located adjacent to the real property located in
Branford, Connecticut and more particularly described on Schedule A-1 attached
hereto.

     "Business Day" means any day other than a Saturday, Sunday or a day on
which banks in Ohio or New York are authorized or obligated by Law to close.

     "Buyer" has the meaning set forth in the preamble to this Agreement.

     "Buyer Deductible" has the meaning set forth in Section 10.3(a)(ii).

     "Buyer Minimum Claim Amount" has the meaning set forth in Section
10.3(a)(i).


                                      A-2




<PAGE>

     "Buyer Plans" has the meaning set forth in Section 11.2(c).

     "Buyer Reports" has the meaning set forth in Section 6.5.

     "Buyer Welfare Plans" has the meaning set forth in Section 11.2(d).

     "Buyer's Accountants" has the meaning set forth in Section 3.3(d).

     "Buyer's Knowledge" means the actual knowledge of James Burke, Larry Sills,
John Gethin, Bob Martin, John Holowko and Eric Sills.

     "Buyer's Lender" means General Electric Capital Corporation, as agent for
the lenders under the Financing Agreements.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, and the rules and regulations promulgated
thereunder.

     "Closing" has the meaning set forth in Section 4.1.

     "Closing Date" has the meaning set forth in Section 4.1.

     "Closing Net Book Value" has the meaning set forth in Section 3.3(a).

     "Closing Net Book Value Statement" has the meaning set forth in Section
3.3(c).

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

     "Common Shares" has the meaning set forth in Section 3.2(a)(ii).

     "Confidentiality Agreement" has the meaning set forth in Section 7.3(c).

     "Consent" means any consent, approval, authorization, qualification, waiver
or notification of a Governmental Authority or any other Person.

     "Contracts" means any written or oral contract, agreement, license,
commitment, undertaking or arrangement, whether express or implied.

     "CSFB" has the meaning set forth in Section 5.24.

     "CUMSA" means Candados Universales de Mexico, S.A. de C.V.

     "Damages" has the meaning set forth in Section 10.2(a).

     "Dana" means Dana Corporation, a Virginia corporation.

     "DEP" has the meaning set forth in Section 8.2(c).

     "Designated Accounting Arbitrator" has the meaning set forth in Section
3.3(e).


                                      A-3




<PAGE>

     "Disclosure Schedules" means the Schedules attached hereto pursuant to
Articles V and VI.

     "Dispute Notice" has the meaning set forth in Section 3.3(e).

     "DOJ" has the meaning set forth in Section 7.4(b).

     "Echlin-Mexicana" means Echlin Industrias de Mexico, S.A. de C.V.

     "EMG Business" means the manufacture and distribution in the United States
for the passenger car and light vehicle markets of aftermarket parts for bulk
ignition wire, ignition wire sets, battery cable assemblies, mechanical fuel
injection, electric fuel injection, disk fuel injection, distributor caps,
rotors, distributor cap relays, ignition coils, oxygen sensors, camshaft
sensors, crankshaft sensors, electronic ignition, solenoids, voltage regulators,
computer control modules, carburetor kits, mass air flow sensors, glow plug
controllers, condensers, contact sets, pick-up coils, ballast resistors, PCV
valves, automotive relays, emission gas regulators, and fuel pressure regulators
and all other product groups sold by the Sellers in the last 12 months that were
reflected in the EMG Financial Statements. The term "EMG Business" shall not,
however, include manufacture or distribution anywhere in the world of any
products of the Retained Business Lines.

     "EMG Contracts" has the meaning set forth in Section 5.9(a).

     "EMG Financial Statements" has the meaning set forth in Section 5.4(a).

     "Employee Retention Incentive Agreements" means the Employee Retention
Incentive Agreements by and between Dana and certain management members of the
EMG Business set forth on Exhibit G hereto.

     "Environment" shall include, but is not limited to, air, land, surface
water or groundwater, and any building structure (such as floors, walls,
subsurface material, etc.), but shall not include any equipment.

     "Environmental Claim" shall mean any investigation, notice, violation,
directive, demand, allegation, action, suit, injunction, judgment, order,
consent decree, penalty, fine, lien, proceeding, or claim (whether
administrative, judicial, quasi-judicial or private in nature) arising (i)
pursuant to or in connection with any violation of any Environmental, Health,
and Safety Requirement, (ii) in connection with any abatement, removal,
remedial, corrective, or other response action involving Hazardous Substances,
or (iii) arising from damage to natural resources.

     "Environmental Condition" shall mean any condition (including, without
limitation, any Hazardous Substances Contamination) with respect to the
Environment, as a result of which any Person (i) has incurred, or which results
in any damage, loss, cost, expense, claim, or liability to any Person or
property (including, without limitation, any Government Authority), or (ii) has
become subject to any order or demand to remediate such condition, including,
without limitation, any condition resulting from the operation of the EMG
Business.


                                      A-4




<PAGE>

     "Environmental Costs" shall mean all charges, damages, dues, penalties,
fines, costs, amounts paid in settlement, liabilities, obligations, taxes,
liens, losses, expenses and fees, including all consultants' fees, arising under
or related in any way to Environmental, Health, and Safety Requirements or
relating to a requirement of an applicable state voluntary cleanup program to
achieve an industrial property standard or criteria for remediation.

     "Environmental, Health, and Safety Requirements" shall mean any and all
present and subsequently enacted laws, statutes, codes, rules, or regulations,
ordinances, treaties, , and permits, applicable to, affecting or relating to the
protection, preservation or remediation of the Environment enacted or
promulgated, published, decided or required by any federal, state, provincial,
county or municipal legislative, executive, judicial or regulatory authority, as
the case may be, including: (1) the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 USCA 9601 et seq., (2) Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act of 1976, as
amended by the Hazardous and Solid Waste Amendments of 1984, 42 USCA 6901 et
seq., (3) Federal Water Pollution Control Act of 1972, as amended by the Clean
Water Act of 1977, as amended, 33 USCA 1251 et seq., (4) Toxic Substances
Control Act of 1976, as amended, 15 USCA 2601 et seq., (5) Emergency Planning
and Community Right-To-Know Act of 1986, 42 USCA 11001 et seq., (6) Clean Air
Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 USCA 7401 et
seq., (7) National Environmental Policy Act of 1970, as amended, 42 USCA 4321 et
seq., (8) Rivers and Harbors Act of 1899, as amended, 33 USCA 401 et seq., (9)
Endangered Species Act of 1973, as amended, 16 USCA 1531 et seq., (10)
Occupational Safety and Health Act of 1970, as amended, 29 USCA 651 et seq., to
the extent such act applies to the protection of the Environment, (11) Safe
Drinking Water Act of 1974, as amended, 42 USCA 300 (f) et seq., (12) Pollution
Prevention Act of 1990, 42 USCA 13101 et seq., (13) Oil Pollution Act of 1990,
33 USCA 2701 et seq., (14) the Atomic Energy Act of 1954 (42 USCA. 2011, et.
seq.), and any rules, regulations, ordinances, permits, policy statements,
guidance documents and judicial decisions enacted, issued, or promulgated,
published, decided or required by or under the laws referred to in items
(1)-(14) above, as well as any similar state, county or municipal statutes,
codes, rules or regulations ordinances, permits, policy statements, guidance
documents, and judicial decisions as the case may be.

     "Environmental Permits" shall mean any and all permits, licenses,
approvals, authorizations, consents or registrations required by any
Environmental, Health, and Safety Requirements in connection with the ownership,
construction, equipping, use or operation of the EMG Business or the Real
Properties, for the storage, treatment, generation, transportation, processing,
handling, production, release, storage, transportation and/or disposal of
Hazardous Substances in connection with the EMG Business or the sale, transfer
or conveyance of the Real Properties.

     "Environmental Reports" means the Phase I and other environmental reports
identified on Exhibit H.

     "Equity Offering" means a public offering of shares of the Common Shares,
which offering yields net proceeds to Buyer of at least $59,000,000.


                                      A-5




<PAGE>

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder.

     "ERISA Affiliate" means "affiliate," as such term is defined under ERISA.

     "Estimated Closing Net Book Value" has the meaning set forth in Section
3.3(b).

     "Estimated Closing Net Book Value Statement" has the meaning set forth in
Section 3.3(b).

     "Estimated NBV Excess" has the meaning set forth in Section 3.3 (b).

     "Estimated Purchase Price" has the meaning set forth in Section 3.3(b).

     "Evaluation Material" has the meaning set forth in Section 7.3(c).

     "Final Net Book Value Statement" has the meaning set forth in Section
3.3(g).

     "Financing Agreements" has the meaning set forth in Section 6.10.

     "Financing Conditions" means the conditions precedent set forth in the
Financing Agreements to which the lenders obligation to make loans thereunder is
subject, including, without limitation, the successful completion of the Equity
Offering.

     "Fixed Assets" has the meaning set forth in Section 1.1(b).

     "Former EMG Facilities" means the facilities formerly operated by Sellers
or their Affiliates in connection with the EMG Business at (i) 9101 Ely Road,
Pensacola, Florida; (ii) KM. 8.5 Carr. Lauro Villar H, Matamoros Tamps, Mexico;
(iii) 29387 Lorie Lane, Wixom, Michigan; (iv) 21 Roadway, Carlisle,
Pennsylvania; (v) 101 El Tuque Industrial Park, Ponce, Puerto Rico; (vi) 2345
Central Avenue, Brownsville, Texas; (vii) 127 Branford Connecticut; (viii) 1111
McKinley Street, Ottawa, Illinois; (ix) 2155 State Street, Hamden Connecticut;
(x) 9669 Prosperity Road, West Jordan, Utah; and (xi) the Branford Rental
Properties. If any facilities are closed by Sellers in accordance with Section
7.2, such facilities will be deemed to be Former EMG Facilities.

     "Franklin Park Lockbox" has the meaning set forth in Section 1.1(d).

     "FTC" has the meaning set forth in Section 7.4(b).

     "GAAP" means United States generally accepted accounting principles.

     "Goldman" has the meaning set forth in Section 6.11.

     "Governmental Authority" means any government or political subdivision,
whether federal, state, local or foreign, or any agency or instrumentality of
any such government or political subdivision, or any federal, state, local or
foreign court or arbitrator.


                                      A-6




<PAGE>

     "Hazardous Substance" shall mean, without limitation, friable or airborne
asbestos, polychlorinated biphenyls, petroleum, petroleum constituents,
petroleum products, hazardous materials, hazardous wastes, hazardous or toxic
substances or related materials, pollutants, and toxic pollutants, as defined in
or which is otherwise the subject of any requirement pursuant to any
Environmental, Health, and Safety Requirement.

     "Hazardous Substances Contamination" shall mean, with respect to any
premises, building or facilities, or the Environment, contamination by a Release
or the presence of Hazardous Substances.

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.

     "Indebtedness" means for any Person (without duplication): (i) all
indebtedness for borrowed money, whether current, short-term, or long-term,
secured or unsecured (excluding trade accounts payable); (ii) all indebtedness
for the deferred purchase price for purchases of property outside the ordinary
course that is not evidenced by trade accounts payables; (iii) any payment of
obligations in respect of letters of credit (other than stand-by letters of
credit in support of ordinary course trade payables); (iv) any liability with
respect to interest rate swaps, collars, caps and similar hedging obligations;
(v) any lease obligations under leases that are required to be accounted for as
capital leases under GAAP; (vi) any indebtedness referred to in clauses (i)
through (v) above that is directly or indirectly guaranteed by such Person.

     "Indemnifying Party" and "Indemnified Party" have the meanings set forth in
Section 10.1(d).

     "Intellectual Property" means (i) patents and patent applications; (ii)
trademarks, service marks, trade names, brand names, trade dress, slogans, logos
and internet domain names, and registrations and applications for registration
thereof; (iii) copyrights (registered or unregistered), writings and other
copyrightable works and works in progress, and registrations and applications
for registration thereof; (iv) inventions, discoveries, ideas, processes,
formulae, designs, models, industrial designs, know-how, confidential
information, proprietary information and trade secrets, whether or not patented
or patentable; and (v) all other intellectual property rights.

     "IP Assignments" has the meaning set forth in Section 4.2(g).

     "IP Licenses" means (i) the license or licenses, between Buyer, as
licensor, and one or more Sellers, as licensee, granting to such Sellers
licenses to use those items of Acquired Intellectual Property identified in the
Disclosure Schedules as being licensed back to Sellers, and (ii) the license or
licenses, between one or more Sellers, as licensor, and Buyer, as licensee,
granting to Buyer licenses to use certain items of Intellectual Property
retained by Sellers, in each case substantially in the forms attached as Exhibit
Y hereto, with such changes thereto as shall be mutually acceptable to Buyer and
the applicable Sellers.

     "Law" means any law, statute, code, ordinance, rule, regulation or other
legally enforceable requirement of any Governmental Authority.


                                      A-7




<PAGE>

     "Leased Real Property" means the real property and improvements leased to
Sellers pursuant to the Real Estate Leases.

     "Liabilities" means any and all debts, liabilities and obligations, whether
or not accrued, contingent, known or unknown, or reflected on a balance sheet,
including those arising under any Law, Action or Order of any Governmental
Authority or any judgment of any court of any kind or any award of any
arbitrator of any kind, and those arising under any Contract.

     "Lien" means any mortgage, lien, pledge, adverse claim, interest, charge or
other similar encumbrance.

     "Material Adverse Effect" means, with respect to the EMG Business or Buyer,
as the case may be, a material adverse effect on the business, assets,
liabilities or financial condition of such business or such party and its
Subsidiaries, if any, taken as a whole, but excluding any state of facts, event,
change or effect caused by events, changes or developments relating to (i)
changes or conditions affecting the industries of which the EMG Business or the
Buyer's business, as the case may be, is a part generally; (ii) changes in
economic, regulatory or political conditions generally; or (iii) any acts of war
or terrorism; provided, however, that the following events, to the extent they
occur after the public announcement of the execution of this Agreement, shall
not be deemed to have a Material Adverse Effect on the EMG Business: (x) the
discontinuation of any amount of purchases by any customer of the EMG Business
if such customer instead agrees to purchase or purchases comparable amounts from
Buyer; (y) the discontinuation of purchases by one or more customers that in the
aggregate accounted for revenues of not more than $20,000,000 for the EMG
Business during the most recently ended twelve-month period; or (z) the
discontinuation of any amount of purchases by any customer more than 75 days
after the public announcement of the execution of this Agreement or after April
26, 2003, whichever is first to occur.

     "Minimum Remediation Standards" means a remediation of any Environmental
Conditions identified in the Buyer's Further Investigations and/or Seller's
Further Investigations (collectively, the "Further Investigations") in
accordance with applicable state remediation standards and/or criteria relating
to industrial properties.

     "Nashville Sub-Lease" means the Sub-Lease Agreement substantially in the
form of Exhibit I hereto by and between Dana, as sublessor, and Buyer, as
sublessee, which provides for the sublease by Dana to Buyer of the real property
located at 6050 Dana Way, Nashville, Tennessee.

     "Nashville Sub-Sub-Lease" means the Sub-Sub-Lease Agreement substantially
in the form of Exhibit J hereto by and between Buyer, as sub-sublessor, and
Dana, as sub-sublessee, which provides for the sub-sublease by Buyer to Dana of
a portion of the real property located at 6050 Dana Way, Nashville, Tennessee.

     "Negotiation Period" has the meaning set forth in Section 7.23.

     "Nonassignable Asset" has the meaning set forth in Section 1.3(a).


                                      A-8




<PAGE>

     "Order" means any order, judgment, ruling, injunction, award, decree or
writ of any Governmental Authority.

     "Ordinary Course of Business" means the ordinary course of business
consistent with Sellers' past custom and practice with respect to the EMG
Business.

     "Outside Termination Date" means:

          (a) April 30, 2003, if the applicable waiting periods under the HSR
Act have expired or been terminated not more than thirty days after the date of
filing under the HSR Act;

          (b) if the applicable waiting periods under the HSR Act have not
expired or been terminated within the foregoing thirty day period, 45 days after
the later of the expiration or termination of the applicable waiting periods
under the HSR Act or the date Buyer is informed by the staff of the SEC that it
will have no further comments to Buyer's registration statement for the Equity
Offering;

          (c) if the commitment of the lenders under the Financing Agreements to
provide the loans required by Buyer to consummate the transactions contemplated
by this Agreement has expired or been terminated, then the earlier of (i) the
date Buyer's Lender indicates to Buyer in writing that Buyer's Lender will not
consider an extension of such commitment or (ii) thirty (30) days after the date
of such expiration or termination; or

          (d) September 30, 2003 in any event;

provided, however, Buyer may extend the Outside Termination Date prescribed
under clause (a) or clause (b) above until 75 days after the date that would
otherwise apply if, not later than ten (10) days prior to the date that would be
the Outside Termination Date without such extension, Buyer delivers to Dana a
Certificate of Buyer's chief executive officer or chief financial officer to the
effect that Buyer's board of directors has determined on the basis of such
advice as it deemed appropriate that the consummation of the Equity Offering by
such originally prescribed Outside Termination Date would have a material
adverse effect on Buyer, but in no event shall the Outside Termination Date
extend beyond September 30, 2003.

     "Owned Real Property" has the meaning set forth in Section 1.1(n).

     "Parties" has the meaning set forth in the Preamble.

     "Pension Plan" has the meaning set forth in Section 11.2(e)(i).

     "Permits" has the meaning set forth in Section 1.1(j).

     "Permitted Liens" means (i) Liens arising under Laws affecting the use of
real property, including zoning Laws, building Laws and similar restrictions
that are not violated by the current use or occupancy of such real property or
the operation of the EMG Business as currently conducted thereon; (ii) Liens
included in the Assumed Liabilities; (iii) Liens for Taxes, assessments or
governmental or other similar charges or levies that are not yet due and payable


                                      A-9




<PAGE>

or that, although due and payable, are being contested in good faith; (iv)
mechanics,' workmen's, materialmen's, landlords,' carriers' or other similar
Liens arising in the Ordinary Course of Business with respect to Liabilities
that are not yet due and payable or that are being contested in good faith; (v)
Liens disclosed on Schedule A-2; (vi) matters that would be disclosed by
accurate surveys of the applicable real property; and (vii) minor imperfections
of title, if any, none of which are substantial in amount or materially detract
from the value or impair the use or occupancy of the property subject thereto or
the operation of the EMG Business.

     "Person" means any individual, sole proprietorship, partnership,
corporation, limited liability company, joint venture, unincorporated society or
association, trust or other entity or Governmental Authority.

     "Price Per Share" has the meaning set forth in Section 3.2(a)(ii).

     "Pro Forma Balance Sheet" has the meaning set forth in Section 5.4(b).

     "Pumps Accounts Receivable" means Accounts Receivable of the portion of the
Retained Business Lines relating to fuel pumps and water pumps.

     "Purchase Orders" has the meaning set forth in Section 1.1(h).

     "Purchase Price" has the meaning set forth in Section 3.1.

     "RAM Division" means the operations conducted by Sellers at 150 Ludlow
Avenue, Northvale, N.J.

     "Real Estate Conveyance" means the deeds and other instruments of
conveyance, in form and substance reasonably acceptable to Buyer and the Title
Company, pursuant to which Sellers convey to Buyer all of Sellers' right, title
and interest in and to the Owned Real Property.

     "Real Estate Lease Assignment" means the instrument of assignment and
assumption of the Real Estate Leases, substantially in the form of Exhibit K
hereto.

     "Real Estate Leases" has the meaning set forth in Section 1.1(a).

     "Real Property" means, collectively, the Owned Real Property and the Leased
Real Property.

     "Reimbursement Agreement" means the reimbursement letter agreement, dated
August 2, 2002, by and between Dana and Buyer.

     "Related Persons" means, as to any Person, its officers, directors,
employees, shareholders, partners, Affiliates, advisors, agents or
representatives.

     "Release" shall include any "release" and/or "threat of release" as those
terms are defined under any Environmental, Health and Safety Requirements,
including without limitation the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 USCA Section 9601, et
seq.), and the regulations promulgated thereunder.


                                      A-10




<PAGE>

     "Replacement Leases" means the assignment of the portion each lease of
motor vehicles and equipment that relates to the EMG Business that are listed on
Exhibit L hereto.

     "Retained Assets" has the meaning set forth in Section 1.2.

     "Retained Business Lines" means (i) the manufacture or distribution of
clutches, fuel pumps and water pumps; (ii) the Echlin-Mexicana, Beck/Arnley,
Canadian and CUMSA businesses; and (iii) all other businesses of Sellers and
their Affiliates other than the EMG Business.

     "Retained Liabilities" has the meaning set forth in Section 2.2.

     "Retained Names" has the meaning set forth in Section 7.14.

     "Savings Plan" has the meaning set forth in Section 11.2(e)(i).

     "SEC" has the meaning set forth in Section 6.5.

     "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

     "Seller" and "Sellers" have the meaning set forth in the preamble to this
Agreement.

     "Seller Benefit Arrangements" has the meaning set forth in Section 5.18(a).

     "Seller Designee" means Dana or one of its Subsidiaries designated by
notice to Buyer prior to the Closing.

     "Seller ERISA Plans" has the meaning set forth in Section 5.18(a).

     "Seller Leases" means the lease agreement or agreements substantially in
the form of Exhibit M hereto regarding the real property commonly known as (i) 1
Echlin Road, Branford, Connecticut; (ii) 1300 W. Oak Street, Independence,
Kansas; (iii) 800 N. 21st Street, Independence, Kansas; (iv) 10590-17th Street,
Argos, Indiana; and (v) 1718 North Home Street, Mishawaka, Indiana.

     "Seller Note" has the meaning set forth in Section 3.2(a)(iii).

     "Seller Shares" has the meaning set forth in Section 3.2(a)(ii).

     "Seller Welfare Plans" has the meaning set forth in Section 11.2(d).

     "Sellers' Accountants" has the meaning set forth in Section 3.3(d).


                                      A-11




<PAGE>

     "Sellers' Knowledge" means the actual knowledge of Terry McCormack, John
Washbish, Harry Whited, Richard Westerhide, Tom Madden and Patrick Manning and,
for the purposes of Section 5.19, Paul Renberg.

     "Share Ownership Agreement" means the Share Ownership Agreement by and
between Buyer and the Seller Designee, substantially in the form of Exhibit R
hereto.

     "Site Assessment Environmental Liabilities" has the meaning set forth in
Section 8.1.

     "Specified Accounting Principles" means the Specified Accounting Principles
set forth in Exhibit S hereto as the same may be amended in accordance with
Article III.

     "Subordination Agreement" means the Subordination Agreement by and among
Dana, Buyer and Buyer's Lender, substantially in the form of Exhibit T hereto.

     "Subsidiaries" means any Person of which at least a majority of the
outstanding shares or other equity interests having ordinary voting power for
the election of directors or comparable managers of such Person are at the time
owned, directly or indirectly, by such Person, by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries.

     "Supply Agreements" means (i) the Beck-Arnley Supply Agreement,
substantially in the form of Exhibit U hereto and (ii) the Canadian Supply and
Distribution Agreement, substantially in the form of Exhibit V hereto.

     "Surveys" has the meaning set forth in Section 9.3(f).

     "Tax" or "Taxes" means any and all domestic or foreign federal, state or
local income, franchise, business, occupation, sales/use, manufacturer's excise,
payroll, withholding, Federal Insurance Contributions Act and employment and
unemployment taxes, personal and real property taxes and all other taxes or
charges (including all interest, penalties and additions to tax) measured,
assessed, levied, imposed or collected by any Governmental Authority, including
any such taxes or other charges the payment of which has been deferred.

     "Tax Returns" means all Tax returns (including information returns) and
reports that are or were required to be filed by, or with respect to, the EMG
Business or its income, properties or operations.

     "Title Commitments" means the commitments for title insurance listed on
Schedule A-3.

     "Title Company" has the meaning set forth in Section 9.3(e).

     "Trade Payables" has the meaning set forth in Section 2.1(c).

     "Transfer Notice" has the meaning set forth in Section 7.23.

     "Transferred Employees" has the meaning set forth in Section 11.1.


                                      A-12




<PAGE>

     "Transition Services Agreements" means the Buyer Transition Services
Agreement by and between Dana and Buyer, substantially in the form of Exhibit W
hereto, and the Sellers Transition Services Agreement, substantially in the form
of Exhibit X hereto.

     "WARN Act" has the meaning set forth in Section 11.4.

                                      A-13


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex4-6.txt
<DESCRIPTION>EXHIBIT 4.6
<TEXT>


<PAGE>

1. Registration Rights.........................................................1
   1.1  Definitions............................................................1
   1.2  Limitation on Transfer.................................................2
   1.3  Restrictive Legend.....................................................3
   1.4  Company Registration...................................................4
   1.5  Form S-3 Registration..................................................5
   1.6  Obligations of Company.................................................5
   1.7  Information from Dana..................................................7
   1.8  Expenses of Registration...............................................7
   1.9  Delay of Registration..................................................7
   1.10 Indemnification........................................................8
   1.11 Reports Under the Exchange Act........................................10
   1.12 Termination of Registration Rights....................................10
   1.13 Determination of Availability of Rule 144(k) of the Securities Act....11
2. Miscellaneous..............................................................11
   2.1  No Implied Restrictions...............................................11
   2.2  Purchase Price Adjustment.............................................11
   2.3  Successors and Assigns................................................11
   2.4  Third Party Beneficiaries.............................................11
   2.5  Counterparts..........................................................12
   2.6  Captions; References..................................................12
   2.7  Notices...............................................................12
   2.8  Amendments and Waivers................................................13
   2.9  Severability..........................................................13
   2.10 Governing Law.........................................................13
   2.11 Submission to Jurisdiction............................................13
   2.12 Further Assurances....................................................14
   2.13 Complete Agreement....................................................14
   2.14 Construction..........................................................14
   2.15 Expenses..............................................................14




<PAGE>

                            SHARE OWNERSHIP AGREEMENT

     This SHARE OWNERSHIP AGREEMENT (this "Agreement") is entered into as of
_________ __, 2003 by and between Standard Motor Products, Inc., a New York
corporation ("Company") and Dana Corporation, a Virginia corporation ("Dana").

          A. Dana, certain of its Affiliates (including Dana Corporation) and
Company are parties to that certain Asset Purchase Agreement, dated as of the
date hereof (the "Purchase Agreement"), pursuant to which Dana and the other
Sellers (as defined in the Purchase Agreement) have agreed to sell and Company
has agreed to purchase substantially all of the assets, properties, rights and
interests relating to the EMG Business (as defined in the Purchase Agreement),
as further provided in the Purchase Agreement;

          B. As part of the consideration under the Purchase Agreement, Company
is issuing to Dana ______ shares of common stock, par value $2.00 per share, of
Company (including any such shares received by Dana as a result of a
Recapitalization or pursuant to Section 3.3(g) of the Purchase Agreement, the
"Common Shares").

          C. The obligations of Company and Sellers under the Purchase Agreement
are conditioned, among other things, upon the execution and delivery of this
Agreement by Dana and Company.

          NOW, THEREFORE, in consideration of the mutual premises and covenants
contained in this Agreement and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

     1.   Registration Rights

          1.1  Definitions

          For purposes of this Agreement the following terms have the meanings
set forth below (capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Purchase Agreement):

          "Change in Control Transaction" means any business combination, merger
or tender offer in which any portion of the Common Shares are or are proposed to
be purchased or redeemed by any Person (including Company).

          "Common Shares" has the meaning set forth in the second recital.

          "Company" has the meaning set forth in the preamble.

          "Dana" has the meaning set forth in the preamble.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.




<PAGE>

          "Form S-3" means such form under the Securities Act as in effect on
the date hereof or any registration form under the Securities Act subsequently
adopted by the SEC that permits inclusion or incorporation of substantial
information by reference to other documents filed with the SEC and that is
appropriate for the registration of the Registrable Securities for resale.

          "Indemnified Person" has the meaning set forth in Section 1.10(a).

          "Lock-Up Period" has the meaning set forth in Section 1.2(a).

          "Losses" has the meaning set forth in Section 1.10(a).

          "Piggyback Registration Period" means the last fifteen (15) months of
the Lock-Up Period.

          "Purchase Agreement" has the meaning set forth in the first recital.

          "Recapitalizations" means share splits, subdivisions, share dividends,
combinations, recapitalizations and the like.

          "register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document by the SEC.

          "Registrable Securities" shall mean the Common Shares; provided that
the Common Shares shall cease to be Registrable Securities (i) when a
registration statement with respect to such Common Shares has been declared
effective under the Securities Act and such Common Shares have been exchanged or
disposed of pursuant to such registration statement, (ii) when such Common
Shares are available for resale pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act or (iii) when such Common Shares cease
to be outstanding.

          "Rule 144(k) Negative Determination" has the meaning set forth in
Section 1.13.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Transfer" and "Transferred" each has the meaning set forth in Section
1.2(a).

          "Violation" has the meaning set forth in Section 1.10(a).

          1.2  Limitation on Transfer

               (a) During the period commencing on date hereof and ending two
years and six months after the date hereof (the "Lock-Up Period"), Dana agrees,
with respect to the Common Shares, not to (i) offer, sell, assign, transfer,
agree to sell, assign or transfer, sell


                                        2




<PAGE>

any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, assign, pledge, hypothecate or
otherwise transfer or dispose of (including the deposit of any such Common
Shares into a voting trust or similar arrangement), directly or indirectly, any
of such Common Shares or any securities exercisable or exchangeable therefor, or
any interest therein or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
owning any of such Common Shares, whether any such transaction described in
clause (i) or (ii) of this sentence is to be settled by delivery of such Common
Shares or other securities, in cash or otherwise (any transactions described in
such clauses (i) and (ii) being referred to herein as a "Transfer"), subject to
the provisions and upon the conditions specified in this Agreement; provided,
however, that during the Lock-Up Period Dana may participate in a Transfer in
connection with a Change in Control Transaction.

               (b) Notwithstanding anything herein to the contrary, Dana may
Transfer Common Shares to its Affiliates or to Company or its Affiliates.

               (c) Company shall not be required to (i) transfer on its books
any Common Shares that shall have been transferred in violation of any of the
provisions set forth in this Agreement or (ii) treat as owner of such Common
Shares, or to accord the right to vote or to pay dividends to, any transferee to
whom such Common Shares shall have been so transferred.

          Company shall be entitled to provide stop transfer instructions to the
transfer agents of the Common Shares that are consistent with the terms of this
Agreement. In the event any of the Common Shares are Transferred in compliance
with this Agreement in a manner which under the terms of this Agreement does not
require such third party to agree in writing to be bound by the provisions of
this Agreement, then Company shall issue a new certificate representing such
Common Shares without such legend or make the appropriate electronic notation
that such legend is removed and remove such stop transfer instructions with
respect thereto.

               (d) Notwithstanding anything herein to the contrary, Dana hereby
agrees that it will not Transfer any of the Common Shares except in compliance
with applicable securities laws.

          1.3  Restrictive Legend

               (a) All certificates representing the Common Shares shall bear
the following legend, in addition to any other legends that are necessary to
comply with applicable Law:

               THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
     OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR
     OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH
     RESPECT TO SUCH


                                        3




<PAGE>

     SECURITIES THAT IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE
     EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF
     SUCH SECURITIES, ACCOMPANIED BY A WRITTEN OPINION DELIVERED TO AND
     SATISFACTORY TO STANDARD MOTOR PRODUCTS, INC. (THE "COMPANY") IN FORM AND
     SUBSTANCE FROM COUNSEL SATISFACTORY TO THE COMPANY BY REASON OF EXPERIENCE
     TO THE EFFECT THAT THE HOLDER MAY TRANSFER SUCH SECURITIES AS DESIRED
     WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND (3) IN ACCORDANCE WITH
     APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.

               THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS
     OF A SHARE OWNERSHIP AGREEMENT DATED AS OF __________ ___, 2003 BY AND
     BETWEEN DANA CORPORATION AND THE COMPANY, WHICH CONTAINS CERTAIN
     RESTRICTIONS ON TRANSFERABILITY OF THE SECURITIES REPRESENTED HEREBY.

          1.4  Company Registration

               (a) During the Piggyback Registration Period, if Company proposes
to register (including for this purpose a registration effected by Company for
shareholders other than Dana) any of its shares or other securities under the
Securities Act in connection with the public offering of such securities (other
than a registration relating solely to the sale of securities to participants in
a Company stock plan, a registration relating to a corporate reorganization or
other transaction under Rule 145 of the Securities Act, a registration on any
form that does not include substantially the same information (other than the
information required concerning the selling shareholder and plan of
distribution) as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a registration in which the
only Common Shares being registered are Common Shares issuable upon conversion
of debt securities that are also being registered), Company will, at such time,
promptly give Dana written notice of such registration. Upon the written request
of Dana within twenty (20) days after mailing of such notice by Company, Company
will, subject to the provisions of Section 1.4(c), use its commercially
reasonable efforts to cause to be registered under the Securities Act all of the
Registrable Securities that Dana has requested to be registered, so long as the
Registrable Securities to be registered shall result in an anticipated aggregate
offering price of at least $1,000,000.

               (b) Company will have the right to terminate or withdraw any
registration initiated by it under this Section 1.4 prior to the effectiveness
of such registration whether or not Dana has elected to include securities in
such registration. The expenses of such withdrawn registration shall be borne by
Company in accordance with Section 1.8 hereof.

               (c) In connection with any offering involving an underwriting of
shares of Company's capital stock, Company will not be required under this
Section 1.4 to include any of Dana's securities in such underwriting unless they
accept the terms of the underwriting as agreed upon between Company and the
underwriters selected by Company and


                                        4




<PAGE>

enter into an underwriting agreement in customary form (which shall include
customary representations, warranties and indemnities) with an underwriter or
underwriters selected by Company. If the total amount of securities, including
Registrable Securities, requested by shareholders to be included in such
offering exceeds the amount of securities to be sold other than by Company that
the underwriters determine in their sole discretion is compatible with the
success of the offering, then Company will be required to include in the
offering only that number of such securities, including Registrable Securities,
that the underwriters determine in their sole discretion will not jeopardize the
success of the offering (the securities so included to be apportioned first to
the Company, then to Dana and thereafter pro rata among the selling shareholders
according to the total amount of securities entitled to be included therein
owned by each selling shareholder or in such other proportions as mutually
agreed to by such selling shareholders).

          1.5  Form S-3 Registration

          If, at any time within the ninety (90) days following a Rule 144(k)
Negative Determination, Company receives from Dana a written request that
Company effect a registration on Form S-3 and any related qualification or
compliance with respect to all (but not less than all) of the Registrable
Securities, Company will use commercially reasonable efforts to effect, as
expeditiously as possible, such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale
and distribution of all (but not less than all) of the Registrable Securities.
However, Company will not be obligated to effect any such registration,
qualification or compliance pursuant to this Section 1.5:

               (a) if Form S-3 is not legally available for such offering by
Dana;

               (b) if Company delivers to Dana a certificate signed by the Chief
Executive Officer or Chairman of the Board of Company stating that in the good
faith judgment of the Board of Directors of Company, it would have a material
adverse effect on Company and its stockholders for such Form S-3 registration to
be effected at such time, in which event Company will have the right to defer
the filing of the Form S-3 for such period as may be required to mitigate the
adverse effect on Company but in no event shall such period of deferral exceed
one hundred and twenty (120) days after receipt of the request of Dana under
this Section 1.5, provided, however, that Company may not utilize this right
more than once and provided, further, that Company may not register any other of
its shares for its own account or for the account of others during such one
hundred and twenty (120) day period; or

               (c) in any particular jurisdiction in which Company would be
required to qualify to do business, where not otherwise required, or to execute
a general consent to service of process in effecting such registration,
qualification or compliance.

          1.6  Obligations of Company

          Whenever required under Sections 1.4 and 1.5 to effect the
registration of any Registrable Securities, Company will, as expeditiously as
possible (with respect to registration pursuant to Section 1.5, "registration
statement" in this Section 1.6 shall mean "Form S-3"):


                                        5




<PAGE>

               (a) prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use commercially reasonable efforts
to cause such registration statement to become effective as expeditiously as
possible, and, upon the request of Dana, keep such registration statement
effective for a period of up to one hundred twenty (120) days or, if earlier,
until the distribution contemplated in the registration statement has been
completed;

               (b) notify Dana of the effectiveness of the registration
statement; and prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement;

               (c) furnish to Dana such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as it may reasonably request in order
to facilitate the disposition of the Registrable Securities;

               (d) use commercially reasonable efforts to (i) register and
qualify the securities covered by such registration statement under such other
securities or "blue sky" laws of such jurisdictions as may be reasonably
requested by Dana, and do all other acts and things that may be necessary or
desirable to enable Dana to consummate its public sale or other disposition of
the Registrable Securities in such states; provided, that Company will not be
required in connection therewith or as a condition thereto to qualify to do
business, where not otherwise required, or to file a general consent to service
of process in any such states or jurisdictions, unless Company is already
subject to service in such jurisdiction and except as may be required by the
Securities Act and (ii) cause such Registrable Securities to be registered with
or approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of Company to enable the
disposition of such Registrable Securities;

               (e) in the event of any underwritten public offering, enter into
and perform its obligations under the underwriting agreement, in usual and
customary form, with the managing underwriter of such offering and take all
other reasonable action, if any, as Dana and such managing underwriter shall
reasonably request (for example, to participate in the due diligence process and
roadshow process) in order to facilitate any disposition of the securities;

               (f) notify Dana, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of (i) the issuance of any
stop order by the SEC suspending the effectiveness of such registration
statement or the initiation of any proceedings by any Person to such effect, and
promptly use commercially reasonable efforts to obtain the release of such
suspension, or (ii) the occurrence of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and promptly furnish to Dana copies of a supplement or amendment of
such prospectus as may be necessary to correct such misstatement or omission. As
such a notice would suspend Dana's ability to use the prospectus, Company's
obligation to maintain the effectiveness of the registration statement shall be
extended by the number of days during which Dana's use of the prospectus is so
suspended;


                                        6




<PAGE>

               (g) cause all Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by Company are then listed;

               (h) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration and use commercially reasonable efforts to cause the transfer agent
to remove restrictive legends on the securities covered by such registration;
and

               (i) use commercially reasonable efforts to furnish, at the
request of Dana, on the date that such Registrable Securities are delivered to
the underwriters for sale in connection with a registration pursuant to Sections
1.4 and 1.5, if such securities are being sold through underwriters (i) an
opinion, dated as of such date, of the counsel representing Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering and reasonably satisfactory to
Dana, addressed to the underwriters and to Dana requesting registration of
Registrable Securities, and (ii) a "comfort" letter dated as of such date, from
the independent certified public accountants of Company, in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering and reasonably satisfactory to
Dana, addressed to the underwriters and to Dana.

          1.7  Information from Dana

          It is a condition precedent to the obligations of Company to take any
action pursuant to Section 1.4 and 1.5 with respect to the Registrable
Securities that Dana furnish to Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as may reasonably be requested by Company or the managing
underwriter in order to satisfy the requirements applicable to such registration
of Dana's Registrable Securities.

          1.8  Expenses of Registration

          All expenses (other than underwriting discounts, commissions relating
to Registrable Securities, and expenses of counsel for Dana) incurred in
connection with registrations, filings or qualifications pursuant to Sections
1.4 and 1.5, including, without limitation, all registration, filing and
qualification fees (including "blue sky" fees), printers' and accounting fees
(excluding fees related to any special audits), fees and disbursements of
counsel for Company will be borne by Company. Notwithstanding the foregoing,
Company will not be required to pay for any expenses of any registration
pursuant to Sections 1.4 and 1.5 if the registration request is subsequently
withdrawn at the request of Dana, in which case such expenses shall be borne by
Dana.

          1.9  Delay of Registration

          Dana has no right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy that
might arise with respect to the interpretation or implementation of this Section
1.


                                        7




<PAGE>

          1.10 Indemnification

          In the event any Registrable Securities are included in a registration
statement under Sections 1.4 and 1.5:

               (a) To the fullest extent permitted by law, Company covenants and
agrees to indemnify and hold harmless Dana, its officers and directors and each
Person, if any, who controls Dana, within the meaning of the Securities Act or
the Exchange Act (the "Indemnified Persons"), from and against any and all
losses, claims, actions, damages, liabilities and expenses (joint or several)
(including, without limitation, attorneys' fees and disbursements and all other
expenses incurred in investigating, preparing, compromising or defending against
any such litigation, commenced or threatened, or any claim whatsoever and all
amounts paid in settlement of any such claim or litigation) to which any of such
Indemnified Persons may become subject under the Securities Act, the Exchange
Act or other federal or state statutory law or regulation, or at common law or
otherwise (collectively "Losses") as incurred, insofar as such Losses arise out
of or are based upon any of the following (collectively a "Violation"): (i) any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by Company of the Securities Act, the
Exchange Act, any state securities laws or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities laws and
Company will reimburse any Person intended to be indemnified pursuant to this
Section 1.10(a), for any legal or other expenses reasonably incurred by such
Person in connection with investigating or defending any such Loss; provided,
however, that the indemnity agreement contained in this Section 1.10(a) will not
apply to amounts paid in settlement of any such Loss if such settlement is
effected without the consent of Company (which consent will not be unreasonably
withheld), nor will Company be liable in any such case for any such Loss to the
extent that it arises out of or is based upon a Violation that solely occurs in
reliance upon and in conformity with information provided by and relating to an
Indemnified Person, that is furnished expressly for use in connection with such
registration by such Indemnified Person; provided further, however, that the
foregoing indemnity agreement with respect to any preliminary prospectus shall
not inure to the benefit of Dana or any underwriter, or any Person controlling
Dana or such underwriter, from whom the Person asserting any such Losses
purchased shares in the offering, if a copy of the prospectus (as then amended
or supplemented if Company shall have timely furnished the indemnified Person
with any amendments or supplements thereto) was not sent or given by or on
behalf of Dana or such underwriter to such Person, if required by law so to have
been delivered, at or prior to the written confirmation of the sale of the
shares to such Person, and if the prospectus (as so amended or supplemented)
would have cured the defect giving rise to such Loss.

               (b) To the fullest extent permitted by law, Dana covenants and
agrees to indemnify and hold harmless Company, each of its directors, each of
its officers who has signed the registration statement, each Person, if any, who
controls Company within the meaning of the Securities Act, any underwriter, any
other shareholder selling securities in such registration statement and any
controlling Person of any such underwriter or other shareholder,


                                        8




<PAGE>

against any Losses to which any of the foregoing Persons may become subject,
under the Securities Act, the Exchange Act or any other federal or state
statutory law or regulation or at common law or otherwise, insofar as such
Losses arise out of or are based upon any Violation (but excluding clause (iii)
of the definition thereof), in each case to the extent (and only to the extent)
that such Violation solely occurs in reliance upon and in conformity with
information provided by and relating to Dana that is furnished by Dana expressly
for use in connection with such registration statement; and Dana will reimburse
any Person intended to be indemnified pursuant to this Section 1.10(b), for any
legal or other expenses reasonably incurred by such Person in connection with
investigating or defending any such Loss; provided further that in no event will
any indemnity under this Section 1.10(b) apply to amounts paid in settlement of
any such Loss if such settlement is effected without the written consent of
Dana, which consent shall not be unreasonably withheld; provided further that in
no event will any indemnity under this Section 1.10(b) exceed the gross proceeds
from the sale of Registrable Securities received by Dana.

               (c) Promptly after receipt by an indemnified party under this
Section 1.10 of any claim or the commencement of any action (including any
governmental action) as to which indemnity may be sought, such indemnified party
will deliver to the indemnifying party a written notice of the commencement
thereof (but the failure to so notify an indemnifying party will not relieve it
from any liability or obligation which it may have under this Section 1.10 or
otherwise unless the failure to notify results in the forfeiture by the
indemnifying party of substantial rights and defenses and will not in any event
relieve the indemnifying party from any obligations other than the
indemnification provided for herein). The indemnifying party will have the right
to participate in, and, to the extent the indemnifying party so desires, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. However, the indemnified party will have the right to retain
separate counsel and to participate in the defense thereof, with the fees and
expenses of such counsel to be paid by the indemnifying party, if representation
of such indemnified party by the counsel retained by the indemnifying party
would be, in the indemnified party's view, inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. In no event will the
indemnifying party be required to pay the expenses of more than one counsel per
jurisdiction as counsel for the indemnified party. The indemnifying party will
be responsible for the expenses of such defense even if the indemnifying party
does not elect to assume such defense. No indemnifying party may, except with
the consent of the indemnified party, consent to the entry of any judgment or
enter into any settlement which does not include as a term thereof the
unconditional release of the indemnified party of all liability in respect of
such claim or litigation.

               (d) If the indemnification provided for in this Section 1.10 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any Loss referred to herein, then the indemnifying party,
in lieu of indemnifying such indemnified party hereunder, will contribute to the
amount paid or payable by such indemnified party as a result of such Loss in
such proportion as is appropriate to reflect the relative fault of and the
relative benefits received by the indemnifying party on the one hand and of the
indemnified party on the other in connection with the Violations that resulted
in such Loss as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party will be
determined by reference to, among other things, whether the Violation


                                        9




<PAGE>

relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such Violation. The relative benefits received
by the indemnifying party and the indemnified party will be determined by
reference to the net proceeds received by each such party.

               (e) In no event will any contribution by Dana under this Section
1.10 exceed the gross proceeds from the sale of Registrable Securities received
by Dana.

               (f) Notwithstanding the foregoing, no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to indemnification or contribution from any Person not so
guilty.

               (g) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement will control.

               (h) The obligations of Company and Dana under this Section 1.10
will survive the completion of any offering of Registrable Securities in a
registration statement under Section 1.4 and 1.5 and otherwise.

               (i) The foregoing indemnification provisions are in addition to,
and not in derogation of, any statutory, equitable or common-law remedy any
party may otherwise have.

          1.11 Reports Under the Exchange Act

          With a view to making available to Dana the benefits of Rule 144
promulgated under the Securities Act, Company agrees:

               (a) to file with the SEC in a timely manner all reports and other
documents required of Company under the Securities Act and the Exchange Act; and

               (b) to furnish to Dana, forthwith upon request (i) a written
statement by Company as to its compliance with the reporting requirements of
Rule 144 under the Securities Act and of the Securities Act and the Exchange Act
(at any time after it has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent
annual or quarterly report of Company filed by Company under the Exchange Act
and (iii) such other information as Dana may reasonably request in order to
avail itself of any similar rule or regulation of the SEC that permits the
selling of any such securities without registration or pursuant to such form.

          1.12 Termination of Registration Rights

          Subject to Sections 1.5 and 1.13 hereof, Dana will not be entitled to
exercise any right provided for in this Section 1 after the expiration of the
Lock-Up Period unless a registration statement involving the Registrable
Securities is pending on the date of such


                                       10




<PAGE>

expiration, in which case Dana will be entitled to exercise any right and
Company will be required to perform all of its obligations provided for in this
Section 1 in connection with such registration statement until such statement
becomes effective or is withdrawn under circumstances where withdrawal is
permitted hereunder.

          1.13 Determination of Availability of Rule 144(k) of the Securities
               Act

          At any time on or after the ninetieth (90th) day (or the next business
day) prior to the end of the Lock-Up Period, upon the written request of Dana,
Company shall promptly furnish Dana with a written statement by Company as to
Company's compliance with the reporting requirements of Rule 144 of the
Securities Act, and promptly thereafter Company and Dana shall make a mutual
determination as to whether Dana may be able to sell all of the Common Shares it
desires to sell at the end of the Lock-Up Period without restrictions under Rule
144(k) of the Securities Act. Company and Dana shall base its determination with
respect to Dana solely upon the factual information Dana provides to Company in
Dana's written request to Company, which factual information shall be certified
by an executive officer of Dana. If Company and Dana mutually determine in good
faith that Dana is not able to sell the Common Shares at the end of the Lock-Up
Period without restrictions under Rule 144(k) of the Securities Act, such
determination shall be referred to as a "Rule 144(k) Negative Determination",
and Section 1.5 hereof shall then apply.

     2.   Miscellaneous

          2.1  No Implied Restrictions

          Except and to the extent provided herein, Dana shall be entitled to
exercise all rights in its capacity as a record and beneficial owner of Common
Shares under any applicable law and Company's Certificate of Incorporation and
Bylaws, including the right to receive dividends and vote in connection with any
matter upon which shareholders of the Company may vote.

          2.2  Purchase Price Adjustment

          The Parties acknowledge that under certain circumstances described in
Article 3 of the Purchase Agreement, Dana may transfer some portion of the
Common Shares to Company in accordance with the terms thereof.

          2.3  Successors and Assigns

          This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

          2.4  Third Party Beneficiaries

          Each party hereto intends that this Agreement does not benefit or
create any legal or equitable right, remedy or claim in or on behalf of any
Person other than the parties hereto. This Agreement is for the sole and
exclusive benefit of the parties hereto and their successors and permitted
assigns.


                                       11




<PAGE>

          2.5  Counterparts

          This Agreement may be executed in counterparts, each of which will be
deemed an original and all of which together will constitute one and the same
instrument.

          2.6  Captions; References

          The captions contained in this Agreement are for convenience of
reference only and do not form a part of this Agreement. When a reference is
made in this Agreement to a clause or a Section, such reference will be to a
clause or a Section of this Agreement unless otherwise indicated.

          2.7  Notices

          Any notice or other communication provided for herein or given
hereunder to a party hereto will be sufficient if in writing, and sent by
facsimile transmission (electronically confirmed), delivered in person, mailed
by first class registered or certified mail, postage prepaid, or sent by Federal
Express or other overnight courier of national reputation, addressed as follows:

If to Company:

          Standard Motor Products, Inc.
          37-18 Northern Boulevard
          Long Island City, New York  11101
          Attn: Chief Financial Officer
          Fax:  (718) 472-0122

          with a copy to:

          Kelley Drye & Warren LLP
          101 Park Avenue
          New York, New York  10178
          Attn: Ronald B. Risdon, Esq.
          Fax:  (212) 808-7897

If to Dana:

          Dana Corporation
          4500 Dorr Street
          Toledo, Ohio  43697
          Attn: General Counsel
          Fax:  (419) 535-4790


                                       12




<PAGE>

          with a copy to:

          Jones, Day, Reavis & Pogue
          North Point
          901 Lakeside Avenue
          Cleveland, Ohio  44114
          Attn: John P. Dunn, Esq.
          Fax:  (216) 579-0212

or to such other address with respect to a party as such party notifies the
other in writing as above provided.

          2.8  Amendments and Waivers

          This Agreement may be amended or modified only by a written agreement
referencing this Agreement and duly executed by the parties hereto. No waiver by
any party hereto of any term of this Agreement, whether intentional or not,
shall be deemed to extend to any prior or subsequent any term of this Agreement
or affect in any way any rights arising by virtue of any prior or subsequent
such occurrence.

          2.9  Severability

          Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision is to be interpreted to be only
so broad as is enforceable.

          2.10 Governing Law

          This Agreement is to be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without giving effect to any
choice or conflict of law provision or rule (whether of the State of New York or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.

          2.11 Submission to Jurisdiction

          Each of the parties hereto submits to the jurisdiction of any state or
federal court sitting in the County of New York, New York in any action or
proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court. Each party hereto also agrees not to bring any action or proceeding
arising out of or relating to this Agreement in any other court. Each of the
parties hereto waives any defense of inconvenient forum to the maintenance of
any action or proceeding so brought and waives any bond, surety, or other
security that might be required of any other party with respect thereto. Any
party hereto may make service on the other party by sending or delivering a copy
of the process to the party to be served at the address and in the manner
provided for the giving of notices in Section 2.7 above. Nothing in this Section
2.11, however,


                                       13




<PAGE>

shall affect the right of any party hereto to bring any action or proceeding
arising out of or relating to this Agreement in any other court or to serve
legal process in any other manner permitted by law or in equity. Each party
hereto agrees that a final judgment in any action or proceeding so brought shall
be conclusive and may be enforced by suit on the judgment or in any other manner
provided by law or in equity.

          2.12 Further Assurances

          Dana and Company will from time to time and at all times hereafter
make, do, execute, or cause or procure to be made, done and executed such
further acts, deeds, conveyances, consents and assurances without further
consideration, which may reasonably be required to effect the transactions
contemplated by this Agreement.

          2.13 Complete Agreement

          This Agreement contains the complete and exclusive statement of the
terms of the agreements between the parties hereto with respect to the
transactions contemplated hereby and supersedes all prior agreements and
understandings between the parties hereto with respect thereto.

          2.14 Construction

          This Agreement is the result of the joint efforts of Dana and Company,
and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of the parties and there is to be no construction
against either party based on any presumption of that party's involvement in the
drafting thereof.

          2.15 Expenses

          All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby are to be paid by the party incurring such
expenses, except as expressly provided herein.

                     (Signatures are on the following page.)


                                       14




<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Share
Ownership Agreement as of the date first above written.

                                    COMPANY:


                                    STANDARD MOTOR PRODUCTS, INC.


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


                                    DANA:


                                    DANA CORPORATION


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




<PAGE>

                            SHARE OWNERSHIP AGREEMENT

                        Dated as of ____________ __, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>


<PAGE>

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

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                          Dated as of February 7, 2003

                                      Among

                         STANDARD MOTOR PRODUCTS, INC.,
                           MARDEVCO CREDIT CORP., and
                                 STANRIC, INC.,

                                  as Borrowers,

                   THE OTHER CREDIT PARTIES SIGNATORY HERETO,
                               as Credit Parties,
                          THE LENDERS SIGNATORY HERETO
                               FROM TIME TO TIME,
                                   as Lenders,
                      GENERAL ELECTRIC CAPITAL CORPORATION,
                              as Agent and Lender,
                             BANK OF AMERICA, N.A.,
                        as Lender and Syndication Agent,
                                       and
                  GMAC COMMERICAL FINANCE LLC (as successor by
                     merger to GMAC Commercial Credit LLC),
                      as Lender and as Documentation Agent

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





<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                        <C>
1.   AMOUNT AND TERMS OF CREDIT.............................................................................2

     1.1.   Credit Facilities...............................................................................2
     1.2.   Letters of Credit...............................................................................6
     1.3.   Prepayments.....................................................................................6
     1.4.   Use of Proceeds.................................................................................8
     1.5.   Interest and Applicable Margins.................................................................8
     1.6.   Eligible Accounts..............................................................................12
     1.7.   Eligible Inventory.............................................................................15
     1.8.   Cash Management Systems........................................................................16
     1.9.   Fees...........................................................................................16
     1.10.  Receipt of Payments............................................................................18
     1.11.  Application and Allocation of Payments.........................................................18
     1.12.  Loan Account and Accounting....................................................................19
     1.13.  Indemnity......................................................................................19
     1.14.  Access   ......................................................................................20
     1.15.  Taxes..........................................................................................21
     1.16.  Capital Adequacy; Increased Costs; Illegality..................................................21
     1.17.  Single Loan....................................................................................23

2.   CONDITIONS PRECEDENT..................................................................................23

     2.1.   Conditions to the Initial Loans................................................................23
     2.2.   Further Conditions to Each Loan................................................................24
     2.3.   Conditions to Acquisition Facility.............................................................25

3.   REPRESENTATIONS AND WARRANTIES........................................................................25

     3.1.   Corporate Existence; Compliance with Law.......................................................25
     3.2.   Executive Offices, Collateral Locations, FEIN..................................................26
     3.3.   Corporate Power, Authorization, Enforceable Obligations........................................26
     3.4.   Financial Statements and Projections...........................................................26
     3.5.   Material Adverse Effect........................................................................27
     3.6.   Ownership of Property; Liens...................................................................27
     3.7.   Labor Matters..................................................................................28
     3.8.   Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness......................28
     3.9.   Government Regulation..........................................................................29
     3.10.  Margin Regulations.............................................................................29
     3.11.  Taxes..........................................................................................29
</TABLE>


                                       i





<PAGE>

<TABLE>
<S>                                                                                                        <C>
     3.12.  ERISA..........................................................................................30
     3.13.  No Litigation..................................................................................30
     3.14.  Brokers........................................................................................31
     3.15.  Intellectual Property..........................................................................31
     3.16.  Full Disclosure................................................................................31
     3.17.  Environmental Matters..........................................................................31
     3.18.  Insurance......................................................................................32
     3.19.  Deposit and Disbursement Accounts..............................................................32
     3.20.  Government Contracts...........................................................................32
     3.21.  Customer and Trade Relations...................................................................33
     3.22.  Agreements and Other Documents.................................................................33
     3.23.  Solvency.......................................................................................33
     3.24.  Subordinated Debt..............................................................................33

4.   FINANCIAL STATEMENTS AND INFORMATION..................................................................34

     4.1.   Reports and Notices............................................................................34
     4.2.   Communication with Accountants.................................................................34

5.   AFFIRMATIVE COVENANTS.................................................................................34

     5.1.   Maintenance of Existence and Conduct of Business...............................................34
     5.2.   Payment of Charges.............................................................................34
     5.3.   Books and Records..............................................................................35
     5.4.   Insurance; Damage to or Destruction of Collateral..............................................35
     5.5.   Compliance with Laws...........................................................................37
     5.6.   Supplemental Disclosure........................................................................37
     5.7.   Intellectual Property..........................................................................37
     5.8.   Environmental Matters..........................................................................38
     5.9.   Landlords' Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases..........38
     5.10.  Further Assurances.............................................................................39

6.   NEGATIVE COVENANTS....................................................................................39

     6.1.   Mergers, Subsidiaries, Etc.....................................................................39
     6.2.   Investments; Loans and Advances................................................................42
     6.3.   Indebtedness...................................................................................43
     6.4.   Employee Loans and Affiliate Transactions......................................................44
     6.5.   Capital Structure and Business.................................................................44
     6.6.   Guaranteed Indebtedness........................................................................44
     6.7.   Liens..........................................................................................45
     6.8.   Sale of Stock and Assets.......................................................................45
     6.9.   ERISA..........................................................................................46
</TABLE>


                                       ii





<PAGE>

<TABLE>
<S>                                                                                                        <C>
     6.10.  Financial Covenants............................................................................46
     6.11.  Hazardous Materials............................................................................46
     6.12.  Sale-Leasebacks................................................................................46
     6.13.  Cancellation of Indebtedness...................................................................46
     6.14.  Restricted Payments............................................................................46
     6.15.  Change of Corporate Name or Location; Change of Fiscal Year....................................47
     6.16.  No Impairment of Intercompany Transfers........................................................47
     6.17.  No Speculative Transactions....................................................................47
     6.18.  Leases; Real Estate Purchases..................................................................47
     6.19.  Changes Relating to Subordinated Debt; Material Contracts......................................48
     6.20.  Inactive Subsidiaries..........................................................................48

7.   TERM..................................................................................................48

     7.1.   Termination....................................................................................48
     7.2.   Survival of Obligations Upon Termination of Financing Arrangements.............................48

8.   EVENTS OF DEFAULT; RIGHTS AND REMEDIES................................................................48

     8.1.   Events of Default..............................................................................49
     8.2.   Remedies.......................................................................................50
     8.3.   Waivers by Credit Parties......................................................................51

9.   ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT...................................................51

     9.1.   Assignment and Participations..................................................................51
     9.2.   Appointment of Agent...........................................................................54
     9.3.   Agent's Reliance, Etc..........................................................................54
     9.4.   GE Capital and Affiliates......................................................................55
     9.5.   Lender Credit Decision.........................................................................55
     9.6.   Indemnification................................................................................55
     9.7.   Successor Agent................................................................................56
     9.8.   Setoff and Sharing of Payments.................................................................57
     9.9.   Advances; Payments; Non-Funding Lenders; Information; Actions in Concert.......................57
     9.10.  Syndication and Documentation Agents...........................................................59

10.  SUCCESSORS AND ASSIGNS................................................................................60

     10.1.  Successors and Assigns.........................................................................60

11.  MISCELLANEOUS.........................................................................................60

     11.1.  Complete Agreement; Modification of Agreement..................................................60
     11.2.  Amendments and Waivers.........................................................................60
     11.3.  Fees and Expenses..............................................................................62
     11.4.  No Waiver......................................................................................64
</TABLE>


                                      iii





<PAGE>

<TABLE>
<S>                                                                                                        <C>
     11.5.  Remedies.......................................................................................64
     11.6.  Severability...................................................................................64
     11.7.  Conflict of Terms..............................................................................64
     11.8.  Confidentiality................................................................................64
     11.9.  GOVERNING LAW..................................................................................65
     11.10. Notices........................................................................................65
     11.11. Section Titles.................................................................................66
     11.12. Counterparts...................................................................................66
     11.13. WAIVER OF JURY TRIAL...........................................................................66
     11.14. Press Releases and Related Matters.............................................................66
     11.15. Reinstatement..................................................................................67
     11.16. Advice of Counsel..............................................................................67
     11.17. No Strict Construction.........................................................................67

12.  CROSS-GUARANTY........................................................................................67

     12.1.  Cross-Guaranty.................................................................................67
     12.2.  Waivers by Borrowers...........................................................................68
     12.3.  Benefit of Guaranty............................................................................68
     12.4.  Subordination of Subrogation, Etc..............................................................68
     12.5.  Election of Remedies...........................................................................68
     12.6.  Limitation.....................................................................................69
     12.7.  Contribution with Respect to Guaranty Obligations..............................................69
     12.8.  Liability Cumulative...........................................................................70
</TABLE>


                                       iv





<PAGE>

                               INDEX OF APPENDICES
<TABLE>
<S>                              <C>
Annex A (Recitals)           -   Definitions
Annex B (Section 1.2)        -   Letters of Credit
Annex C (Section 1.8)        -   Cash Management System
Annex D-1 (Section 2.1(a))   -   Closing Checklist
Annex D-2 (Section 2.3)      -   Acquisition Conditions
Annex E (Section 4.1(a))     -   Financial Statements and Projections--Reporting
Annex F (Section 4.1(b))     -   Collateral Reports
Annex G (Section 6.10)       -   Financial Covenants
Annex H (Section 9.9(a))     -   Lenders' Wire Transfer Information
Annex I (Section 11.10)      -   Notice Addresses
Annex J (from Annex A        -   Commitments as of Closing Date
   Commitments definition)

Exhibit 1.1(a)(i)(A)         -   Form of Notice of Tranche A Revolving Credit Advance
Exhibit 1.1(a)(C)            -   Form of Notice of Revolving Credit Advance
Exhibit 1.1(a)(ii)           -   Form of Revolving Note
Exhibit 1.5(e)               -   Form of Notice of Conversion/Continuation
Exhibit 4.1(b)               -   Form of Borrowing Base Certificate
Exhibit 9.1(a)               -   Form of Assignment Agreement
Exhibit B-1                  -   Application for Standby Letter of Credit
Exhibit B-2                  -   Application and Agreement for Documentary Letter of Credit
Exhibit B-3                  -   Application for Documentary Letter of Credit
Schedule 1.1                 -   Agent's Representatives
Schedule 6.1                 -   Permitted Acquisition Conditions if no Acquisition from Dana
Disclosure Schedule 1.4      -   Sources and Uses; Funds Flow Memorandum
Disclosure Schedule 3.1      -   Type of Entity; State of Organization
Disclosure Schedule 3.2      -   Executive Offices, Collateral Locations, FEIN
Disclosure Schedule 3.4(a)   -   Financial Statements
Disclosure Schedule 3.4(b)   -   Pro Forma
Disclosure Schedule 3.4(c)   -   Projections
Disclosure Schedule 3.6      -   Real Estate and Leases
Disclosure Schedule 3.7      -   Labor Matters
Disclosure Schedule 3.8      -   Ventures, Subsidiaries and Affiliates; Outstanding Stock
Disclosure Schedule 3.11     -   Tax Matters
Disclosure Schedule 3.12     -   ERISA Plans
Disclosure Schedule 3.13     -   Litigation
Disclosure Schedule 3.15     -   Intellectual Property
Disclosure Schedule 3.17     -   Hazardous Materials
Disclosure Schedule 3.18     -   Insurance
Disclosure Schedule 3.19     -   Deposit and Disbursement Accounts
Disclosure Schedule 3.20     -   Government Contracts
Disclosure Schedule 3.22     -   Agreements and Other Documents
</TABLE>


                                       v





<PAGE>

Disclosure Schedule 5.1      -   Trade Names
Disclosure Schedule 6.2      -   Investments
Disclosure Schedule 6.3      -   Indebtedness
Disclosure Schedule 6.4(a)   -   Transactions with Affiliates
Disclosure Schedule 6.7      -   Existing Liens
Disclosure Schedule D        -   Equipment subject to Capital Leases


                                       vi







<PAGE>

          This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated
as of February 7, 2003 among STANDARD MOTOR PRODUCTS, INC. a New York
corporation ("SMP"), STANRIC, INC., a Delaware corporation ("SI") and MARDEVCO
CREDIT CORP., a New York corporation ("MCC") (SMP, SI and MCC are sometimes
collectively referred to herein as the "Borrowers" and individually as a
"Borrower"); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation (in its individual capacity, "GE Capital"),
for itself, as Lender, and as Agent for Lenders, BANK OF AMERICA, N.A., for
itself, as Lender, and as Syndication Agent, GMAC COMMERCIAL FINANCE LLC (as
successor by merger to GMAC Commercial Credit LLC), for itself as Lender, and as
Documentation Agent, and the other Lenders signatory hereto from time to time.

                                    RECITALS

          WHEREAS, Credit Parties and Original Lenders were parties to the
Original Credit Agreement pursuant to which Original Lenders extended revolving
credit facilities to Borrowers of up to Two Hundred and Twenty Five Million
Dollars ($225,000,000) in the aggregate; and

          WHEREAS, Borrowers have requested that Lenders extend revolving credit
facilities to Borrowers of up to Three Hundred and Five Million Dollars
($305,000,000) in the aggregate for the purpose of funding a portion of the
Acquisition and to provide (a) working capital financing for Borrowers, (b)
funds for other general corporate purposes of Borrowers and (c) funds for other
purposes permitted hereunder; and for these purposes, Lenders are willing to
make certain loans and other extensions of credit to Borrowers of up to such
amount upon the terms and conditions set forth herein; and

          WHEREAS, Credit Parties have agreed to secure all of their obligations
under the Loan Documents by granting to Agent, for the benefit of Agent and
Lenders, a security interest in and lien upon substantially all of their
existing and after-acquired personal and real property; and

          WHEREAS, capitalized terms used in this Agreement shall have the
meanings ascribed to them in Annex A and, for purposes of this Agreement and the
other Loan Documents, the rules of construction set forth in Annex A shall
govern. All Annexes, Disclosure Schedules, Exhibits and other attachments
(collectively, "Appendices") hereto, or expressly identified to this Agreement,
are incorporated herein by reference, and taken together with this Agreement,
shall constitute but a single agreement. These Recitals shall be construed as
part of the Agreement.

                              AMENDED AND RESTATED

          As of the date of this Agreement, the terms, conditions, covenants,
agreements, representations and warranties contained in the Original Credit
Agreement shall be deemed amended and restated in their entirety as follows and
the Original Credit Agreement shall be consolidated with and into and superceded
by this Agreement without breaking continuity; provided, however, that nothing
contained in this Agreement shall impair, limit or affect the





<PAGE>

security interests heretofore granted, pledged and or assigned to Agent as
security for the Obligations under the Original Credit Agreement and this
Agreement does not constitute a novation of the Original Credit Agreement or the
security interests granted in connection therewith. Outstanding Revolving Credit
Advances under the Original Credit Agreement shall constitute Tranche A
Revolving Credit Advances under this Agreement. Outstanding Letter of Credit
Obligations under the Original Credit Agreement shall constitute Letter of
Credit Obligations under this Agreement.

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, and for other good and valuable consideration,
the parties hereto agree as follows:

1.   AMOUNT AND TERMS OF CREDIT

     1.1. Credit Facilities.

          (a) Revolving Credit Facility.

               (i)  (A) Subject to the terms and conditions hereof, prior to
the Acquisition Closing Date, each Tranche A Revolving Lender agrees to make
available to Borrowers from time to time until the Commitment Termination Date
its Pro Rata Share of advances (each, a "Tranche A Revolving Credit Advance").
The Pro Rata Share of the Revolving Loan of any Tranche A Revolving Lender shall
not at any time exceed its separate Tranche A Revolving Loan Commitment. The
obligations of each Tranche A Revolving Lender hereunder shall be several and
not joint. Until the earlier of the Acquisition Closing Date or the Commitment
Termination Date, Borrowers may borrow, repay and reborrow under this Section
1.1(a)(i)(A); provided that the amount of any Tranche A Revolving Credit Advance
to be made at any time shall not exceed Borrowing Availability at such time.
Borrowing Availability may be reduced by Reserves imposed by Agent in its
reasonable credit judgment. Moreover, the Tranche A Revolving Loan outstanding
to any Borrower shall not exceed at any time that Borrower's separate Borrowing
Base. Each Tranche A Revolving Credit Advance shall be made on notice by
Borrower Representative on behalf of the applicable Borrower to one of the
representatives of Agent identified in Schedule 1.1 at the address specified
therein. Any such notice must be given no later than (1) noon (New York time) on
the Business Day of the proposed Tranche A Revolving Credit Advance, in the case
of an Index Rate Loan, or (2) noon (New York time) on the date which is three
(3) Business Days prior to the proposed Tranche A Revolving Credit Advance, in
the case of a LIBOR Loan. Each such notice (a "Notice of Tranche A Revolving
Credit Advance") must be given in writing (by telecopy or overnight courier)
substantially in the form of Exhibit 1.1(a)(i)(A), and shall include the
information required in such Exhibit and such other information as may be
reasonably required by Agent. If any Borrower desires to have the Tranche A
Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower
Representative must comply with Section 1.5(e).

                    (B) Subject to the terms and conditions hereof, each Tranche
B Revolving Lender agrees to make advances (each, a "Tranche B Revolving Credit
Advance") on the Acquisition Closing Date to SMP in the original principal
amount of its Tranche B Revolving Loan Commitment. The obligations of each
Tranche B Revolving Lender hereunder shall be


                                       2





<PAGE>

several and not joint. The Tranche B Revolving Credit Advances shall all be made
on the Acquisition Closing Date as part of the Revolving Credit Advances under
Section 1.1(a)(i)(C) and, therefore, SMP may not repay and reborrow under this
Section 1.1(a)(i)(B). If SMP desires to have the Tranche B Revolving Credit
Advances bear interest by reference to a LIBOR Rate, it must comply with Section
1.5(e). Prior to the Acquisition Closing Date, Borrowers shall have the right to
notify the Agent that it does not require the funding of Tranche B Revolving
Credit Advances and, effective upon receipt of such by Agent, the Tranche B
Revolving Loan Commitments of each Tranche B Revolving Lender shall be reduced
to $0.

                    (C) Following the closing of the Acquisition on the
Acquisition Closing Date, but subject to the terms and conditions hereof,
Tranche A Revolving Credit Advances shall be combined with Tranche B Revolving
Credit Advances and each Revolving Lender agrees to make available to Borrowers
from time to time until the Commitment Termination Date its Pro Rata Share of
advances (each, a "Revolving Credit Advance"). The Pro Rata Share of the
Revolving Loans of any Revolving Lender shall not at any time exceed its
separate Revolving Loan Commitment. The obligations of each Revolving Lender
hereunder shall be several and not joint. On and after the Acquisition Closing
Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a)(i)(C);
provided that the amount of any Revolving Credit Advance to be made at any time
shall not exceed Borrowing Availability at such time. Borrowing Availability may
be reduced by Reserves imposed by Agent in its reasonable credit judgment.
Moreover, the Revolving Loan outstanding to any Borrower shall not exceed at any
time that Borrower's separate Borrowing Base. Each Revolving Credit Advance
shall be made on notice by Borrower Representative on behalf of the applicable
Borrower to one of the representatives of Agent identified in Schedule 1.1 at
the address specified therein. Any such notice must be given no later than (1)
noon (New York time) on the Business Day of the proposed Revolving Credit
Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the
date which is three (3) Business Days prior to the proposed Revolving Credit
Advance, in the case of a LIBOR Loan. Each such notice (a "Notice of Revolving
Credit Advance") must be given in writing (by telecopy or overnight courier)
substantially in the form of Exhibit 1.1(a)(i)(C), and shall include the
information required in such Exhibit and such other information as may be
reasonably required by Agent. If any Borrower desires to have the Revolving
Credit Advances bear interest by reference to a LIBOR Rate, Borrower
Representative must comply with Section 1.5(e).

               (ii) Except as provided in Section 1.12, each Borrower shall
execute and deliver to each Revolving Lender a note to evidence the Revolving
Loan Commitment of that Revolving Lender. Each note shall be in the principal
amount of the Revolving Loan Commitment of the applicable Revolving Lender,
dated the Closing Date and substantially in the form of Exhibit 1.1(a)(ii) (each
a "Revolving Note" and, collectively, the "Revolving Notes"). Each Revolving
Note shall represent the obligation of the applicable Borrower to pay the amount
of the applicable Revolving Lender's Revolving Loan Commitment or, if less, such
Revolving Lender's Pro Rata Share of the aggregate unpaid principal amount of
all Revolving Credit Advances to such Borrower together with interest thereon as
prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving
Loan and all other non-contingent Obligations shall be immediately due and
payable in full in immediately available funds on the Commitment Termination
Date. Notwithstanding the foregoing, prior to the Acquisition Closing Date, the
Revolving Notes held by the Tranche B Revolving Lenders shall reflect only its
Tranche B


                                       3





<PAGE>

Revolving Loan Commitment, not the Revolving Loan Commitment of such Tranche B
Revolving Lender. On or after the Acquisition Closing Date, the Revolving Notes
held by the Tranche B Revolving Lenders shall represent the Revolving Loan
Commitments of the Tranche B Revolving Lenders.

               (iii) (A) Anything in this Agreement to the contrary
notwithstanding, at the request of Borrower Representative, in its discretion
Agent may (but shall have absolutely no obligation to), prior to the Acquisition
Closing Date, make Tranche A Revolving Credit Advances to Borrowers on behalf of
Tranche A Revolving Lenders in amounts that cause the outstanding balance of the
aggregate Tranche A Revolving Loan to exceed the Aggregate Borrowing Base or
which cause the outstanding balance of the Tranche A Revolving Loan owing by any
Borrower to exceed that Borrower's separate Borrowing Base (any such excess
Tranche A Revolving Credit Advances are herein referred to collectively as
"Tranche A Overadvances") which the Agent, in its reasonable business judgment,
deems necessary or desirable (a) to preserve or protect the Collateral, or any
portion thereof, (b) to enhance the likelihood of, or maximize the amount of,
repayment of the Tranche A Revolving Loans and other Obligations, or (c) to pay
any other amount chargeable to the Borrowers pursuant to the terms of this
Agreement; provided that (A) no such event or occurrence shall cause or
constitute a waiver of Agent's or Tranche A Revolving Lenders' right to refuse
to make any further Tranche A Overadvances or Tranche A Revolving Credit
Advances, or incur any Letter of Credit Obligations, as the case may be, at any
time that a Tranche A Overadvance exists, and (B) no Tranche A Overadvance shall
result in a Default or Event of Default based on Borrowers' failure to comply
with Section 1.3(b)(i) for so long as Agent permits such Tranche A Overadvance
to be outstanding, but solely with respect to the amount of such Tranche A
Overadvance. In addition, Tranche A Overadvances may be made even if the
conditions to lending set forth in Section 2 have not been met. All Tranche A
Overadvances shall constitute Index Rate Loans, shall bear interest at the
Default Rate and shall be payable on the earlier of demand or the Commitment
Termination Date. Except as otherwise provided in Section 1.11(b), the authority
of Agent to make Tranche A Overadvances is limited to an aggregate amount not to
exceed $10,000,000 at any time, shall not cause the aggregate Tranche A
Revolving Loan to exceed the Maximum Amount, and may be revoked prospectively by
a written notice to Agent signed by Requisite Lenders.

                    (B) Anything in this Agreement to the contrary
notwithstanding, at the request of Borrower Representative, in its discretion
Agent may (but shall have absolutely no obligation to), on and after the
Acquisition Closing Date, make Revolving Credit Advances to Borrowers on behalf
of Revolving Lenders in amounts that cause the outstanding balance of the
aggregate Revolving Loan to exceed the Aggregate Borrowing Base or which cause
the outstanding balance of the Revolving Loan owing by any Borrower to exceed
that Borrower's separate Borrowing Base (any such excess Revolving Credit
Advances are herein referred to collectively as "Overadvances") which the Agent,
in its reasonable business judgment, deems necessary or desirable (a) to
preserve or protect the Collateral, or any portion thereof, (b) to enhance the
likelihood of, or maximize the amount of, repayment of the Revolving Loans and
other Obligations, or (c) to pay any other amount chargeable to the Borrowers
pursuant to the terms of this Agreement; provided that (A) no such event or
occurrence shall cause or constitute a waiver of Agent's or Revolving Lenders'
right to refuse to make any further Overadvances or Revolving Credit Advances,
or incur any Letter of Credit Obligations, as the


                                       4





<PAGE>

case may be, at any time that an Overadvance exists, and (B) no Overadvance
shall result in a Default or Event of Default based on Borrowers' failure to
comply with Section 1.3(b)(i) for so long as Agent permits such Overadvances to
be outstanding, but solely with respect to the amount of such Overadvance. In
addition, Overadvances may be made even if the conditions to lending set forth
in Section 2 have not been met. All Overadvances shall constitute Index Rate
Loans, shall bear interest at the Default Rate and shall be payable on the
earlier of demand or the Commitment Termination Date. Except as otherwise
provided in Section 1.11(b), the authority of Agent to make Overadvances is
limited to an aggregate amount not to exceed $15,000,000 at any time, shall not
cause the aggregate Revolving Loan to exceed the Maximum Amount, and may be
revoked prospectively by a written notice to Agent signed by Requisite Lenders.

               (iv) In no event, at any time, shall (x) the Aggregate Amortizing
Availability included in determining the Aggregate Borrowing Base exceed
$35,000,000, and (y) the amount included in Aggregate Amortizing Availability
based upon the Fair Market Value of Eligible Real Estate exceed 50% of such
Aggregate Amortizing Availability.

          (b) INTENTIONALLY OMITTED.

          (c) INTENTIONALLY OMITTED.

          (d) Reliance on Notices; Appointment of Borrower Representative. Agent
shall be entitled to rely upon, and shall be fully protected in relying upon,
any Notice of Tranche A Revolving Credit Advance prior to the Acquisition
Closing Date, any Notice of Tranche B Revolving Credit Advance on the
Acquisition Closing Date, any Notice of Revolving Credit Advance on and after
the Acquisition Closing Date, any Notice of Conversion/Continuation or any
similar notice believed by Agent to be genuine. Agent may assume that each
Person executing and delivering any notice in accordance herewith was duly
authorized, unless the responsible individual acting thereon for Agent has
actual knowledge to the contrary. Each Borrower hereby designates SMP as its
representative and agent on its behalf for the purposes of issuing Notices of
Tranche A Revolving Credit Advances, Notices of Tranche B Revolving Credit
Advances, Notices of Revolving Credit Advances and Notices of
Conversion/Continuation, giving instructions with respect to the disbursement of
the proceeds of the Loans, selecting interest rate options, requesting Letters
of Credit, giving and receiving all other notices and consents hereunder or
under any of the other Loan Documents and taking all other actions (including in
respect of compliance with covenants) on behalf of any Borrower or Borrowers
under the Loan Documents. Borrower Representative hereby accepts such
appointment. Agent and each Lender may regard any notice or other communication
pursuant to any Loan Document from Borrower Representative as a notice or
communication from all Borrowers, and may give any notice or communication
required or permitted to be given to any Borrower or Borrowers hereunder to
Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower
agrees that each notice, election, representation and warranty, covenant,
agreement and undertaking made on its behalf by Borrower Representative shall be
deemed for all purposes to have been made by such Borrower and shall be binding
upon and enforceable against such Borrower to the same extent as if the same had
been made directly by such Borrower.


                                       5





<PAGE>

     1.2. Letters of Credit. Subject to and in accordance with the terms and
conditions contained herein and in Annex B, Borrower Representative, on behalf
of the applicable Borrower, shall have the right to request, and (x) prior to
the Acquisition Closing Date, Tranche A Revolving Lenders, and (y) on and after
the Acquisition Closing Date, Revolving Lenders, agree to incur, or purchase
participations in, Letter of Credit Obligations in respect of each Borrower. On
and after the Acquisition Closing Date, each Tranche B Revolving Lender shall
purchase a participation in the Letter of Credit Obligations of each Tranche A
Revolving Lender so that, after giving effect to such purchase, each Revolving
Lender shall have its Pro Rata Share of the Letter of Credit Obligations in
respect of each Borrower.

     1.3. Prepayments.

          (a) Voluntary Prepayments. Borrowers may at any time on at least ten
(10) days' prior written notice by Borrower Representative to Agent terminate
the Revolving Loan Commitment; provided that upon such termination, all Loans
and other Obligations shall be immediately due and payable in full and all
Letter of Credit Obligations shall be cash collateralized or otherwise satisfied
in accordance with Annex B. Any such termination of the Revolving Loan
Commitment must be accompanied by the payment of the Fee required by Section
1.9(c), if any, plus the payment of any LIBOR funding breakage costs in
accordance with Section 1.13(b). Upon any termination of the Revolving Loan
Commitment, each Borrower's right to request Revolving Credit Advances, or
request that Letter of Credit Obligations be incurred on its behalf shall
simultaneously be terminated.

          (b) Mandatory Prepayments.

               (i) If at any time the aggregate outstanding balances of the
Revolving Loan exceed the lesser of (A) the Maximum Amount and (B) the Aggregate
Borrowing Base, Borrowers shall immediately repay the aggregate outstanding
Revolving Credit Advances to the extent required to eliminate such excess. If
any such excess remains after repayment in full of the aggregate outstanding
Revolving Credit Advances, Borrowers shall provide cash collateral for the
Letter of Credit Obligations in the manner set forth in Annex B to the extent
required to eliminate such excess. Furthermore, if, at any time, the outstanding
balance of the Revolving Loan of any Borrower exceeds that Borrower's separate
Borrowing Base, the applicable Borrower shall immediately repay its Revolving
Credit Advances in the amount of such excess (and, if necessary, shall provide
cash collateral for its Letter of Credit Obligations as described above).
Notwithstanding the foregoing, any Overadvance made pursuant to Section
1.1(a)(iii) shall be repaid in accordance with Section 1.1(a)(iii).

               (ii) Within three (3) Business Days after receipt by any Credit
Party of cash proceeds of any asset disposition (excluding proceeds of asset
dispositions permitted by Section 6.8 (a)) or any sale of Stock of any
Subsidiary of any Credit Party (other than a sale to any Credit Party),
Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of
(A) commissions and other reasonable and customary transaction costs, fees and
expenses properly attributable to such transaction and payable by Borrowers in
connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes,
(C) amounts payable to holders of senior Liens on such assets (to the extent
such Liens constitute Permitted Encumbrances hereunder), if


                                       6





<PAGE>

any, and (D) an appropriate reserve for income taxes in accordance with GAAP in
connection therewith. Any such prepayment shall be applied in accordance with
Section 1.3(c).

               (iii) If any Borrower issues Stock, no later than the Business
Day following the date of receipt of the proceeds thereof, the issuing Borrower
shall prepay the Loans (and cash collateralize Letter of Credit Obligations) in
an amount equal to all such proceeds, net of underwriting discounts and
commissions and other reasonable costs paid to non-Affiliates in connection
therewith. Any such prepayment shall be applied in accordance with Section
1.3(c) provided that proceeds of the issuance of Stock in connection with the
Additional Capitalization Requirement shall be applied solely to the outstanding
balance of Revolving Credit Advances until the same have been paid in full.

          (c) Application of Certain Mandatory Prepayments. Any prepayments made
by any Borrower pursuant to Sections 1.3(b)(ii) or (b)(iii) above shall be
applied as follows: first, to Fees and reimbursable expenses of Agent then due
and payable pursuant to any of the Loan Documents; second, to interest then due
and payable on Revolving Credit Advances made to that Borrower; third, to the
principal balance of Revolving Credit Advances outstanding to that Borrower
until the same has been paid in full; fourth, to any Letter of Credit
Obligations of such Borrower to provide cash collateral therefor in the manner
set forth in Annex B, until all such Letter of Credit Obligations have been
fully cash collateralized in the manner set forth in Annex B; fifth, to interest
then due and payable on the Revolving Credit Advances outstanding to each other
Borrower, pro rata; sixth, to the principal balance of the Revolving Credit
Advances made to each other Borrower, pro rata, until the same has been paid in
full; seventh, to any Letter of Credit Obligations of each other Borrower, pro
rata, to provide cash collateral therefore in the manner set forth in Annex B,
until all such Letter of Credit Obligations have been fully cash collateralized;
eighth, to any Rate Protection Obligations which may be due and payable by such
Borrower until the same has been paid in full; and ninth, to any Rate Protection
Obligations which may be due and payable by each other Borrower, pro rata, until
the same has been paid in full. The Revolving Loan Commitment shall not be
permanently reduced by the amount of any such prepayments.

          (d) Application of Prepayments from Insurance and Condemnation
Proceeds. Prepayments from insurance or condemnation proceeds in accordance with
Section 5.4(c) and the Mortgage(s), respectively, shall be applied, to the
Revolving Credit Advances of the Borrower that incurred such casualties or
losses. The Revolving Loan Commitment shall not be permanently reduced by the
amount of any such prepayments. If insurance or condemnation proceeds received
by a particular Borrower exceed the outstanding principal balances of the Loans
to that Borrower, or if the precise amount of insurance or condemnation proceeds
allocable to Inventory as compared to Equipment, Fixtures and Real Estate are
not otherwise determined, the allocation and application of those proceeds shall
be determined by Agent, subject to the approval of Requisite Lenders.

          (e) No Implied Consent. Nothing in this Section 1.3 shall be construed
to constitute Agent's or any Lender's consent to any transaction that is not
permitted by other provisions of this Agreement or the other Loan Documents.


                                       7





<PAGE>

     1.4. Use of Proceeds. Borrowers shall utilize the proceeds of the Loans
solely for the Acquisition (and to pay any related transaction expenses), and
for the financing of Borrowers' ordinary working capital and general corporate
needs. Disclosure Schedule (1.4) contains a description of Borrowers' sources
and uses of funds as of the Closing Date, including Loans and Letter of Credit
Obligations to be made or incurred on that date, and a funds flow memorandum
directing the Agent how funds from each source are to be transferred to
particular uses.

     1.5. Interest and Applicable Margins.

          (a)  (i) Prior to the Acquisition Closing Date, Borrowers shall pay
interest to Agent, for the ratable benefit of Lenders in accordance with the
various Loans being made by each Lender, in arrears on each applicable Interest
Payment Date, at the following rates: the Index Rate plus the Applicable
Revolver Index Margin per annum or, at the election of Borrower Representative,
the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum,
based on the aggregate Revolving Credit Advances outstanding from time to time.

          As of the Closing Date, the Applicable Margins are set at Level II of
the Applicable Margin grid set forth below.

          Prior to the Acquisition Closing Date, the Applicable Margins shall be
adjusted (up or down) prospectively on a quarterly basis as determined by
Borrowers' consolidated financial performance, commencing with the first day of
the first calendar month that occurs more than five (5) days after delivery of
Borrowers' quarterly Financial Statements to Lenders for the Fiscal Quarter
ending December 31, 2002, and continuing thereafter as hereinafter provided.
Adjustments in Applicable Margins shall be determined by reference to the
following grids (which are in effect prior to the Acquisition Closing Date):

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
IF EXCESS FORMULA                                                        LEVEL OF
AVAILABILITY:                     OR                                     APPLICABLE MARGINS:
- --------------------------------------------------------------------------------------------
<S>                               <C>                                    <C>
>$75,000,000                      As of any date of determination,       Level I
                                  (a) Borrowers and their
                                  Subsidiaries on a consolidated
                                  basis, with respect to the 12-month
                                  period then ended, have EBITDA of
                                  not less than $63,000,000 and (b)
                                  Excess Formula Availability is
                                  greater than $50,000,000
- --------------------------------------------------------------------------------------------
>$50,000,000, but <=$75,000,000   As of any date of determination,       Level II
                                  (a) Borrowers and their
                                  Subsidiaries on a consolidated
                                  basis, with respect to the 12-month
                                  period then ended, have a minimum
                                  EBITDA of not less than $63,000,000
                                  and (b)
- --------------------------------------------------------------------------------------------
</TABLE>


                                      8





<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
IF EXCESS FORMULA                                                        LEVEL OF
AVAILABILITY:                     OR                                     APPLICABLE MARGINS:
- --------------------------------------------------------------------------------------------
<S>                               <C>                                    <C>
                                  Excess Formula Availability
                                  is greater than $25,000,000
- --------------------------------------------------------------------------------------------
>$25,000,000, but <=$50,000,000   N/A                                    Level III
- --------------------------------------------------------------------------------------------
>$10,000,000, but <=$25,000,000   N/A                                    Level IV
- --------------------------------------------------------------------------------------------
< $10,000,000                     N/A                                    Level V
- --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                                    APPLICABLE MARGINS
- ---------------------------------------------------------------------------------------
                                    LEVEL I   LEVEL II   LEVEL III   LEVEL IV   LEVEL V
- ---------------------------------------------------------------------------------------
<S>                                  <C>        <C>        <C>         <C>       <C>
Applicable Revolver Index Margin      0.0%      0.25%       0.50%      0.75%     1.00%
- ---------------------------------------------------------------------------------------
Applicable Revolver LIBOR Margin     1.75%      2.00%       2.25%      2.50%     2.75%
- ---------------------------------------------------------------------------------------
Applicable Unused Line Fee Margin    0.25%      0.25%      0.375%      0.50%     0.50%
- ---------------------------------------------------------------------------------------
</TABLE>

               (ii) On and after the Acquisition Closing Date, Borrowers shall
pay interest to Agent, for the ratable benefit of Lenders in accordance with the
various Loans being made by each Lender, in arrears on each applicable Interest
Payment Date, at the following rates: the Index Rate plus the Applicable
Revolver Index Margin per annum or, at the election of Borrower Representative,
the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum,
based on the aggregate Revolving Credit Advances outstanding from time to time.

               As of the Acquisition Closing Date, the Applicable Margins are
set at Level III of the Applicable Margin grid set forth below.

               After the first anniversary of the Acquisition Closing Date, the
Applicable Margins, would be subject to adjustment (up or down) prospectively
based on Borrower's consolidated financial performance for the trailing four
quarters most recently ended in accordance with the following grids which will
be in effect on and after the Acquisition Closing Date:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
IF EXCESS FORMULA                                                        LEVEL OF
AVAILABILITY:                     OR                                     APPLICABLE MARGINS:
- --------------------------------------------------------------------------------------------
<S>                               <C>                                    <C>
>$75,000,000                      As of any date of determination, (a)   Level I
                                  Borrowers and their subsidiaries on
                                  a consolidated basis, with respect
                                  to the 12-month period then ended,
                                  have EBITDA greater than $75,000,000
                                  and
- --------------------------------------------------------------------------------------------
</TABLE>


                                       9





<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
IF EXCESS FORMULA                                                        LEVEL OF
AVAILABILITY:                     OR                                     APPLICABLE MARGINS:
- --------------------------------------------------------------------------------------------
<S>                               <C>                                    <C>
                                  (b) Excess Formula Availability
                                  is greater than $60,000,000
- --------------------------------------------------------------------------------------------
>$60,000,000, but <=$75,000,000   As of any date of determination, (a)   Level II
                                  Borrowers and their subsidiaries on
                                  a consolidated basis, with respect
                                  to the 12-month period then ended,
                                  have a minimum EBITDA greater than
                                  $75,000,000 and (b) Excess Formula
                                  Availability is greater than
                                  $35,000,000
- --------------------------------------------------------------------------------------------
>$35,000,000, but <=$60,000,000   N/A                                    Level III
- --------------------------------------------------------------------------------------------
>$20,000,000, but <=$35,000,000   N/A                                    Level IV
- --------------------------------------------------------------------------------------------
<=$20,000,000                     N/A                                    Level V
- --------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                                    APPLICABLE MARGINS
- ---------------------------------------------------------------------------------------
                                    LEVEL I   LEVEL II   LEVEL III   LEVEL IV   LEVEL V
- ---------------------------------------------------------------------------------------
<S>                                  <C>        <C>        <C>         <C>       <C>
Applicable Revolver Index Margin     0.25%      0.50%       0.75%      1.00%     1.25%
- ---------------------------------------------------------------------------------------
Applicable Revolver LIBOR Margin     2.00%      2.25%       2.50%      2.75%     3.00%
- ---------------------------------------------------------------------------------------
Applicable Unused Line Fee Margin    0.25%      0.25%      0.375%      0.50%     0.50%
- ---------------------------------------------------------------------------------------
</TABLE>

               (iii) All adjustments in the Applicable Margins shall be
implemented quarterly on a prospective basis, for each calendar month commencing
at least five (5) days after the date of delivery to Lenders of the quarterly
unaudited or annual audited (as applicable) Financial Statements evidencing the
need for an adjustment. Concurrently with the delivery of those Financial
Statements, Borrower Representative shall deliver to Agent and Lenders a
certificate, signed by its chief financial officer or treasurer, setting forth
in reasonable detail the basis for the continuance of, or any change in, the
Applicable Margins. Failure to timely deliver such Financial Statements shall,
in addition to any other remedy provided for in this Agreement, result in an
increase in the Applicable Margins to the highest level set forth in the
foregoing grid, until the first day of the first calendar month following the
delivery of those Financial Statements demonstrating that such an increase is
not required. If a Default or Event of Default has occurred and is continuing at
the time any reduction in the Applicable Margins is to be implemented, that
reduction shall be deferred until the first day of the first calendar month
following the date on which such Default or Event of Default is waived or cured.


                                       10





<PAGE>

          (b) If any payment on any Loan becomes due and payable on a day other
than a Business Day, the maturity thereof will be extended to the next
succeeding Business Day (except as set forth in the definition of LIBOR Period)
and, with respect to payments of principal, interest thereon shall be payable at
the then applicable rate during such extension.

          (c) All computations of Fees calculated on a per annum basis and
interest shall be made by Agent on the basis of a 360-day year, in each case for
the actual number of days occurring in the period for which such interest and
Fees are payable. The Index Rate is a floating rate determined for each day.
Each determination by Agent of an interest rate and Fees hereunder shall be
final, binding and conclusive on Borrowers, absent manifest error.

          (d) So long as an Event of Default has occurred and is continuing
under Section 8.1(a), (h) or (i) or so long as any other Event of Default has
occurred and is continuing and at the election of Agent (or upon the written
request of Requisite Lenders) confirmed by written notice from Agent to Borrower
Representative, the interest rates applicable to the Loans and the Letter of
Credit Fees shall be increased by two percentage points (2%) per annum above the
rates of interest or the rate of such Letter of Credit Fees otherwise applicable
hereunder unless Agent (not having received any prior written request of
Requisite Lenders and, in any event, subject to the consent of Requisite
Lenders) elects to impose a smaller increase ("Default Rate"), and all
outstanding Obligations shall bear interest at the Default Rate applicable to
such Obligations. Interest and Letter of Credit Fees at the Default Rate shall
accrue from the initial date of such Event of Default until that Event of
Default is cured or waived and shall be payable upon demand.

          (e) Subject to the conditions precedent set forth in Section 2.2,
Borrower Representative shall have the option to (i) request that any Revolving
Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part
of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any
LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in
accordance with Section 1.13(b) if such conversion is made prior to the
expiration of the LIBOR Period applicable thereto, or (iv) continue all or any
portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR
Period and the succeeding LIBOR Period of that continued Loan shall commence on
the first day after the last day of the LIBOR Period of the Loan to be
continued. Any Loan or group of Loans having the same proposed LIBOR Period to
be made or continued as, or converted into, a LIBOR Loan must be in a minimum
amount of $1,000,000 and integral multiples of $500,000 in excess of such
amount. Any such election must be made by noon (New York time) on the third
Business Day prior to (1) the date of any proposed Advance which is to bear
interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any
LIBOR Loans to be continued as such, or (3) the date on which Borrower
Representative wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR
Period designated by Borrower Representative in such election. If no election is
received with respect to a LIBOR Loan by noon (New York time) on the third
Business Day prior to the end of the LIBOR Period with respect thereto (or if a
Default or an Event of Default has occurred and is continuing or if the
additional conditions precedent set forth in Section 2.2 shall not have been
satisfied), that LIBOR Loan shall be converted to an Index Rate Loan at the end
of its LIBOR Period. Borrower Representative must make such election by notice
to Agent in writing, by telecopy or overnight courier. In the case of any
conversion or


                                       11





<PAGE>

continuation, such election must be made pursuant to a written notice (a "Notice
of Conversion/Continuation") in the form of Exhibit 1.5(e).

          (f) Notwithstanding anything to the contrary set forth in this Section
1.5, if a court of competent jurisdiction determines in a final order that the
rate of interest payable hereunder exceeds the highest rate of interest
permissible under law (the "Maximum Lawful Rate"), then so long as the Maximum
Lawful Rate would be so exceeded, the rate of interest payable hereunder shall
be equal to the Maximum Lawful Rate; provided, however, that if at any time
thereafter the rate of interest payable hereunder is less than the Maximum
Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum
Lawful Rate until such time as the total interest received by Agent, on behalf
of Lenders, is equal to the total interest that would have been received had the
interest rate payable hereunder been (but for the operation of this paragraph)
the interest rate payable since the Closing Date as otherwise provided in this
Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of
interest and in the manner provided in Sections 1.5(a) through (e), unless and
until the rate of interest again exceeds the Maximum Lawful Rate, and at that
time this paragraph shall again apply. In no event shall the total interest
received by any Lender pursuant to the terms hereof exceed the amount that such
Lender could lawfully have received had the interest due hereunder been
calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum
Lawful Rate is calculated pursuant to this paragraph, such interest shall be
calculated at a daily rate equal to the Maximum Lawful Rate divided by the
number of days in the year in which such calculation is made. If,
notwithstanding the provisions of this Section 1.5(f), a court of competent
jurisdiction shall finally determine that a Lender has received interest
hereunder in excess of the Maximum Lawful Rate, Agent shall, to the extent
permitted by law, promptly apply such excess in the order specified in Section
1.11 and thereafter shall refund any excess to Borrowers or as a court of
competent jurisdiction may otherwise order.

     1.6. Eligible Accounts. All of the Accounts owned by each Borrower (with
Accounts owned by SMP Canada being deemed, for purposes of this Section, to be
Accounts owned by SMP) and reflected in the most recent Borrowing Base
Certificate delivered by each Borrower to Agent shall be "Eligible Accounts" for
purposes of this Agreement, except (i) to the extent Accounts which are
permitted to be paid after 90 days following their original invoice date but
within 210 days following their original invoice date exceed $115,000,000 in the
aggregate at any time or from time to time such Accounts shall not constitute
Eligible Accounts to the extent of such excess, or (ii) any Account to which any
of the exclusionary criteria set forth below applies. Agent shall have the right
to establish, modify or eliminate Reserves against Eligible Accounts from time
to time in its reasonable credit judgment. In addition, Agent reserves the
right, at any time and from time to time after the Closing Date, to adjust any
of the criteria set forth below, to establish new criteria and to adjust advance
rates with respect to Eligible Accounts, in its reasonable credit judgment,
subject to the approval of Supermajority Revolving Lenders in the case of
adjustments or new criteria or changes in advance rates (subject to Section
11.2(c)(vii)) or the elimination of Reserves (except no such approval shall be
required with respect to (a) the reduction or elimination of Reserves which may
be established and maintained from time to time by Agent with respect to Rate
Protection Obligations under Rate Protection Agreements or (b) the Asbestos
Reserve (so long as such Reserves are calculated in the same manner as was
utilized on the Closing Date)) which have the effect of making more credit
available. Eligible Accounts shall not include any Account of any Borrower:


                                       12





<PAGE>

          (a) that does not arise from the sale of goods or the performance of
services by such Borrower in the ordinary course of its business;

          (b) (i) upon which such Borrower's right to receive payment is not
absolute or is contingent upon the fulfillment of any condition whatsoever or
(ii) as to which such Borrower is not able to bring suit or otherwise enforce
its remedies against the Account Debtor through judicial process or (iii) if the
Account represents a progress billing consisting of an invoice for goods sold or
used or services rendered pursuant to a contract under which the Account
Debtor's obligation to pay that invoice is subject to such Borrower's completion
of further performance under such contract or is subject to the equitable lien
of a surety bond issuer;

          (c) to the extent that any defense, counterclaim, setoff or dispute is
asserted as to such Account or to the extent that any credits which have been
issued have not been applied to an Account Debtor's statement or account, but
only to the extent of such defense, counterclaim, setoff, dispute, or credit;

          (d) that is not a true and correct statement of bona fide indebtedness
incurred in the amount of the Account for merchandise sold to or services
rendered and accepted by the applicable Account Debtor, including pre-billed
items;

          (e) with respect to which an invoice, reasonably acceptable to Agent
in form and substance, has not been sent to the applicable Account Debtor;

          (f) that (i) is not owned by such Borrower or (ii) is subject to any
Lien of any other Person, other than Liens in favor of Agent, on behalf of
itself and Lenders;

          (g) that arises from a sale to any director, officer, other employee
or Affiliate of any Credit Party, or to any entity that has any common officer
or director with any Credit Party;

          (h) that is the obligation of an Account Debtor that is the United
States government or a political subdivision thereof, or any state, county or
municipality or department, agency or instrumentality thereof unless Agent, in
its sole discretion, has agreed to the contrary in writing and such Borrower, if
necessary or desirable, has complied with respect to such obligation with the
Federal Assignment of Claims Act of 1940, or any applicable state, county or
municipal law restricting assignment thereof.

          (i) that is the obligation of an Account Debtor located in a foreign
country other than Canada unless payment thereof is assured by a letter of
credit assigned and delivered to Agent, reasonably satisfactory to Agent as to
form, amount and issuer.

          (j) to the extent such Borrower or any Subsidiary thereof is liable
for goods sold or services rendered by the applicable Account Debtor to such
Borrower or any Subsidiary thereof but only to the extent of the potential
offset;


                                       13





<PAGE>

          (k) that arises with respect to goods that are delivered on a
bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale
or other terms by reason of which the payment by the Account Debtor is or may be
conditional;

          (l) that is in default; provided, that, without limiting the
generality of the foregoing, an Account shall be deemed in default upon the
occurrence of any of the following:

               (i) the Account is not paid within the earlier of: sixty (60)
days following its due date or two hundred ten (210) days following its original
invoice date, provided, that, so long as such scheduled payments are being made
on a timely basis, Car Quest Long Term Accounts shall not be considered
ineligible under this criterion except to the extent of any amount thereof in
excess of the next seven (7) monthly installments which are scheduled to be
paid;

               (ii) the Account Debtor obligated upon such Account suspends
business, makes a general assignment for the benefit of creditors or fails to
pay its debts generally as they come due; or

               (iii) a petition is filed by or against any Account Debtor
obligated upon such Account under any bankruptcy law or any other federal, state
or foreign (including any provincial) receivership, insolvency relief or other
law or laws for the relief of debtors;

          (m) that is the obligation of an Account Debtor if fifty percent (50%)
or more of the Dollar amount of all Accounts owing by that Account Debtor are
ineligible under the other criteria set forth in this Section 1.6 other than
with respect to Car Quest Long Term Accounts;

          (n) as to which Agent's Lien thereon, on behalf of itself and Lenders,
is not a first priority perfected Lien;

          (o) as to which any of the representations or warranties in the Loan
Documents are untrue;

          (p) to the extent such Account is evidenced by a judgment, Instrument
or Chattel Paper;

          (q) to the extent such Account exceeds any credit limit established by
Agent, in its reasonable credit judgment;

          (r) to the extent that such Account, together with all other Accounts
owing by such Account Debtor and its Affiliates as of any date of determination
exceed twenty-five (25%) of all Eligible Accounts;

          (s) that is payable in any currency other than Dollars; or

          (t) that is otherwise unacceptable to Agent in its reasonable credit
judgment.


                                       14





<PAGE>

          For purposes of this Section 1.6, the SunTrust Drafts received by SMP
from AutoZone in connection with the AutoZone/SunTrust Program shall be treated
as if they constituted "Accounts" so long as Agent or its designee has
possession of such SunTrust Drafts.

     1.7. Eligible Inventory. All of the Inventory owned by the Borrowers (with
Inventory owned by SMP Canada being deemed, for purposes of this Section, to be
Inventory owned by SMP) and reflected in the most recent Borrowing Base
Certificate delivered by each Borrower to Agent shall be "Eligible Inventory"
for purposes of this Agreement, except any Inventory to which any of the
exclusionary criteria set forth below applies. Agent shall have the right to
establish or modify or eliminate Reserves against Eligible Inventory from time
to time in its reasonable credit judgment. In addition, Agent reserves the
right, at any time and from time to time after the Closing Date, to adjust any
of the criteria set forth below, to establish new criteria and to adjust advance
rates with respect to Eligible Inventory, in its reasonable credit judgment,
subject to the approval of Supermajority Revolving Lenders in the case of
adjustments or new criteria or changes in advance rates (subject to Section
11.2(c)(vii)) or the elimination of Reserves (except no such approval shall be
required with respect to (a) the reduction or elimination of Reserves which may
be established and maintained from time to time by Agent with respect to Rate
Protection Obligations under Rate Protection Agreements or (b) the Asbestos
Reserve (so long as such Reserves are calculated in the same manner as was
utilized on the Closing Date)) which have the effect of making more credit
available. Eligible Inventory shall not include any Inventory of any Borrower
that:

          (a) is not owned by such Borrower free and clear of all Liens and
rights of any other Person (including the rights of a purchaser that has made
progress payments and the rights of a surety that has issued a bond to assure
such Borrower's performance with respect to that Inventory), except the Liens in
favor of Agent, on behalf of itself and Lenders, and Permitted Encumbrances in
favor of landlords and bailees to the extent permitted in Section 5.9 hereof
(subject to Reserves established by Agent in accordance with Section 5.9
hereof);

          (b) (i) is not located on premises owned, leased or rented by such
Borrower and set forth in Disclosure Schedule (3.2) or identified pursuant to
Section 6.15, or (ii) is stored at a leased location, unless Agent has given its
prior consent thereto and unless either (x) a reasonably satisfactory landlord
waiver has been delivered to Agent, or (y) Reserves reasonably satisfactory to
Agent have been established with respect thereto or (iii) is stored with a
bailee or warehouseman unless a reasonably satisfactory, acknowledged bailee
letter has been received by Agent or Reserves reasonably satisfactory to Agent
have been established with respect thereto, or (iv) is located at an owned
location subject to a mortgage in favor of a lender other than Agent unless a
reasonably satisfactory mortgagee waiver has been delivered to Agent or Reserves
reasonably satisfactory to Agent have been established with respect thereto, or
(v) other than with respect to 3 locations which Borrowers may designate in
writing to Agent from time to time, is located at any site if the aggregate book
value of Inventory at any such location is less than $100,000; or (vi) is
located outside of the United States of America, its territories or Canada;

          (c) is placed on consignment or is in transit, except for Inventory in
transit between domestic locations of Credit Parties as to which Agent's Liens
have been perfected at origin and destination.


                                       15





<PAGE>

          (d) is covered by a negotiable document of title, unless such document
has been delivered to Agent with all necessary endorsements, free and clear of
all Liens except those in favor of Agent and Lenders;

          (e) is excess, obsolete, unsalable, shopworn, seconds (excluding
cores), damaged or unfit for sale;

          (f) consists of display items or packing or shipping materials,
manufacturing supplies, work-in-process Inventory or replacement parts;

          (g) consists of goods which have been returned by the buyer unless
such returned goods consist of (i) cores or (ii) goods which have been restored
to Inventory as first quality, saleable merchandise;

          (h) is not of a type held for sale in the ordinary course of such
Borrower's business;

          (i) is not subject to a first priority lien in favor of Agent on
behalf of itself and Lenders;

          (j) breaches any of the representations or warranties pertaining to
Inventory set forth in the Loan Documents;

          (k) consists of any costs associated with "freight-in" charges or
favorable purchase price variances;

          (l) consists of Hazardous Materials or goods that can be transported
or sold only with licenses that are not readily available;

          (m) is not covered by casualty insurance reasonably acceptable to
Agent; or

          (n) is subject to any patent or trademark license requiring the
payment of royalties or fees or requiring the consent of the licensor for a sale
thereof by Agent (where such consent has not been obtained); or

          (o) is otherwise unacceptable to Agent in its reasonable credit
judgment.

     1.8. Cash Management Systems. On or prior to the Closing Date, Borrowers
will establish and will maintain until the Termination Date, the cash management
systems described in Annex C (the "Cash Management Systems").

     1.9. Fees.

          (a) Borrowers shall pay to GE Capital, individually, the Fees
specified in that certain fee letter dated as of October 1, 2002 between
Borrower Representative and GE Capital (as amended, the "GE Capital Fee
Letter"), at the times specified for payment therein.


                                       16





<PAGE>

          (b) (i) As additional compensation for the Tranche A Revolving
Lenders, Borrowers shall pay to Agent, for the ratable benefit of such Lenders,
in arrears, on the first Business Day of each month prior to the earliest of (1)
the Acquisition Closing Date, (2) the date Borrower Representative notifies
Agent that Borrowers do not require the Acquisition Loan Facility and (3) the
Commitment Termination Date, a Fee for Borrowers' non-use of available funds in
an amount equal to the Applicable Unused Line Fee Margin per annum (calculated
on the basis of a 360 day year for actual days elapsed) multiplied by the
difference between (x) $225,000,000 and (y) the average for the period of the
daily closing balances of the aggregate Tranche A Revolving Credit Advances
outstanding during the period for which such Fee is due.

               (ii) As additional compensation for the Tranche B Revolving
Lenders, Borrowers shall pay to Agent, for the ratable benefit of Tranche B
Revolving Lenders, in arrears, on the first Business Day of each month prior to
the earliest of (x) the Acquisition Closing Date, (y) the date Borrower
Representative notifies Agent that Borrowers do not require the Acquisition Loan
Facility and (2) the Commitment Termination Date, a Fee in an amount equal to
three-eighths of one percent (.375%) per annum (calculated on the basis of a 360
day year for actual days elapsed) multiplied by the Tranche B Revolving Loan
Commitments.

               (iii) On and after the earlier of (x) the Acquisition Closing
Date, and (y) the date Borrower Representative notifies Agent that Borrowers do
not require the Acquisition Loan Facility, as additional compensation for the
Revolving Lenders, Borrowers shall pay to Agent, for the ratable benefit of such
Lenders, in arrears, on the first Business Day of each month prior to the
Commitment Termination Date and on the Commitment Termination Date, a Fee for
Borrower's non-use of available funds in an amount equal to the Applicable
Unused Line Fee Margin per annum (calculated on the basis of a 360-day year for
actual days elapsed) multiplied by the difference between (x) the Maximum
Amount, and (y) the average for the period of the daily closing balances of the
aggregate Revolver Loan outstanding during the period for which such Fee is due.

          (c) If Borrowers pay after acceleration or prepay the Revolving Loan
and terminate the Revolving Loan Commitment, whether voluntarily or
involuntarily and whether before or after acceleration of the Obligations, or if
any of the Commitments are otherwise terminated, Borrowers shall pay to Agent,
for the benefit of Lenders as liquidated damages and compensation for the costs
of being prepared to make funds available hereunder an amount equal to the
Applicable Percentage (as defined below) multiplied by the amount of the
Revolving Loan Commitment. As used herein, the term "Applicable Percentage"
shall mean, with respect to Revolving Credit Advances (i) one percent (1.00%),
in the case of a prepayment on or prior to the first anniversary of the Closing
Date and (ii) one-half of one percent (0.50%), in the case of a prepayment after
the first anniversary of the Closing Date but on or prior to the second
anniversary thereof. The Credit Parties agree that the Applicable Percentages
are a reasonable calculation of Lenders' lost profits in view of the
difficulties and impracticality of determining actual damages resulting from an
early termination of the Commitments. Notwithstanding the foregoing, no
prepayment fee shall be payable by Borrowers if prepayment occurs within 6
months following (a) Agent's reduction of the Eligible Accounts or Eligible
Inventory advance rates by greater than five percentage points from the advance
rates which were in effect 6 months prior to the date of such reduction or (b)
Agent's increase of Reserves by greater than ten percentage points of the amount
of Reserves outstanding 6 months prior to the time of such


                                       17





<PAGE>

increase, or (c) any combination of reductions of the Eligible Accounts advance
rate and increases in the amount of Reserves due to any increase in dilution of
Accounts during any 6 month period by greater than ten percentage points in the
aggregate, or (d) the Asbestos Reserve exceeding $20,000,000.

          (d) Borrowers shall pay to Agent, for the ratable benefit of Revolving
Lenders, the Letter of Credit Fee as provided in Annex B.

     1.10. Receipt of Payments. Borrowers shall make each payment under this
Agreement not later than 2:00 p.m. (New York time) on the day when due in
immediately available funds in Dollars to the Collection Account. For purposes
of computing interest and Fees and determining Borrowing Availability as of any
date, all payments shall be deemed received on the Business Day on which
immediately available funds therefor are received in the Collection Account
prior to 2:00 p.m. New York time. Payments received after 2:00 p.m. New York
time on any Business Day or on a day that is not a Business Day shall be deemed
to have been received on the following Business Day.

     1.11. Application and Allocation of Payments.

          (a) So long as no Default or Event of Default has occurred and is
continuing, (i) payments consisting of proceeds of Accounts received in the
ordinary course of business shall be applied to, the Revolving Loan; (ii)
voluntary prepayments shall be applied in accordance with the provisions of
Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in
Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular
Loan shall be applied ratably to the portion thereof held by each Lender as
determined by its Pro Rata Share. As to any other payment, and as to all
payments made when a Default or Event of Default has occurred and is continuing
or following the Commitment Termination Date, each Borrower hereby irrevocably
waives the right to direct the application of any and all payments received from
or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that
Agent shall have the continuing exclusive right to apply any and all such
payments against the Obligations of Borrowers as Agent may deem advisable
notwithstanding any previous entry by Agent in the Loan Account or any other
books and records. In the absence of a specific determination by Agent with
respect thereto, payments shall be applied to amounts then due and payable in
the following order: (1) to Fees and Agent's expenses reimbursable hereunder;
(2) to interest on the Revolving Loans, (3) to principal payments on the
Revolving Loans and to provide cash collateral for Letter of Credit Obligations
in the manner described in Annex B, ratably to the aggregate, combined principal
balance of the Revolving Loans and outstanding Letter of Credit Obligations; and
(4) to all other Obligations, including expenses of Lenders to the extent
reimbursable under Section 11.3.

          (b) Agent is authorized to, and at its sole election may, charge to
the Revolving Loan balance on behalf of each Borrower and cause to be paid all
Fees, expenses, Charges, costs (including insurance premiums in accordance with
Section 5.4(a)) and interest and principal, other than principal of the
Revolving Loan, owing by Borrowers under this Agreement or any of the other Loan
Documents if and to the extent Borrowers fail to pay promptly any such amounts
as and when due, even if the amount of such charges would exceed Borrowing
Availability at such time or would cause the balance of the Revolving Loan to
any


                                       18





<PAGE>

Borrower to exceed such Borrower's separate Borrowing Base after giving effect
to such charges. At Agent's option and to the extent permitted by law, any
charges so made shall constitute part of the Revolving Loan hereunder.

     1.12. Loan Account and Accounting. Agent shall maintain a loan account (the
"Loan Account") on its books to record: all Advances, all payments made by
Borrowers, and all other debits and credits as provided in this Agreement with
respect to the Loans or any other Obligations. All entries in the Loan Account
shall be made in accordance with Agent's customary accounting practices as in
effect from time to time. The balance in the Loan Account, as recorded on
Agent's most recent printout or other written statement, shall, absent manifest
error, be presumptive evidence of the amounts due and owing to Agent and Lenders
by each Borrower; provided that any failure to so record or any error in so
recording shall not limit or otherwise affect any Borrower's duty to pay the
Obligations. Agent shall render to Borrower Representative a monthly accounting
of transactions with respect to the Loans setting forth the balance of the Loan
Account as to each Borrower for the immediately preceding month. Unless Borrower
Representative notifies Agent in writing of any objection to any such accounting
(specifically describing the basis for such objection), within sixty (60) days
after the date thereof, each and every such accounting shall (absent manifest
error) be deemed final, binding and conclusive on Borrowers in all respects as
to all matters reflected therein. Only those items expressly objected to in such
notice shall be deemed to be disputed by Borrowers. Notwithstanding any
provision herein contained to the contrary, any Lender may elect (which election
may be revoked) to dispense with the issuance of Notes to that Lender and may
rely on the Loan Account as evidence of the amount of Obligations from time to
time owing to it.

     1.13. Indemnity.

          (a) Each Credit Party that is a signatory hereto shall jointly and
severally indemnify and hold harmless each of Agent, Lenders and their
respective Affiliates, and each such Person's respective officers, directors,
employees, attorneys, agents and representatives (each, an "Indemnified
Person"), from and against any and all suits, actions, proceedings, claims,
damages, losses, liabilities and expenses (including reasonable attorneys' fees
and disbursements and other costs of investigation or defense, including those
incurred upon any appeal) that may be instituted or asserted against or incurred
by any such Indemnified Person as the result of credit having been extended,
suspended or terminated under this Agreement and the other Loan Documents and
the administration of such credit, and in connection with or arising out of the
transactions contemplated hereunder and thereunder and any actions or failures
to act in connection therewith, including any and all Environmental Liabilities
and legal costs and expenses arising out of or incurred in connection with
disputes between or among any parties to any of the Loan Documents
(collectively, "Indemnified Liabilities"); provided, that no such Credit Party
shall be liable for any indemnification to an Indemnified Person to the extent
that any such suit, action, proceeding, claim, damage, loss, liability or
expense results from that Indemnified Person's gross negligence or willful
misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER
PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY
OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH
PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE
ALLEGED AS A RESULT OF CREDIT


                                       19





<PAGE>

HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A
RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

          (b) To induce Lenders to provide the LIBOR Rate option on the terms
provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to
the last day of any applicable LIBOR Period (whether that repayment is made
pursuant to any provision of this Agreement or any other Loan Document or occurs
as a result of acceleration, by operation of law or otherwise); (ii) any
Borrower shall default in payment when due of the principal amount of or
interest on any LIBOR Loan; (iii) any Borrower shall refuse to accept any
borrowing of, or shall request a termination of, any borrowing of, conversion
into or continuation of, LIBOR Loans after Borrower Representative has given
notice requesting the same in accordance herewith; or (iv) any Borrower shall
fail to make any prepayment of a LIBOR Loan after Borrower Representative has
given a notice thereof in accordance herewith, then Borrowers shall jointly and
severally indemnify and hold harmless each Lender from and against all losses,
costs and expenses resulting from or arising from any of the foregoing. Such
indemnification shall include any loss (including loss of margin) or expense
arising from the reemployment of funds obtained by it or from fees payable to
terminate deposits from which such funds were obtained. For the purpose of
calculating amounts payable to a Lender under this subsection, each Lender shall
be deemed to have actually funded its relevant LIBOR Loan through the purchase
of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount
of that LIBOR Loan and having a maturity comparable to the relevant LIBOR
Period; provided, that each Lender may fund each of its LIBOR Loans in any
manner it sees fit, and the foregoing assumption shall be utilized only for the
calculation of amounts payable under this subsection. This covenant shall
survive the termination of this Agreement and the payment of the Notes and all
other amounts payable hereunder. As promptly as practicable under the
circumstances, each Lender shall provide Borrower Representative with its
written calculation of all amounts payable pursuant to this Section 1.13(b), and
(absent manifest error) such calculation shall be binding on the parties hereto
unless Borrower Representative shall object in writing within ten (10) Business
Days of receipt thereof, specifying the basis for such objection in detail.

     1.14. Access. Each Credit Party that is a party hereto shall, during normal
business hours, from time to time upon at least two (2) Business Days' prior
notice as frequently as Agent reasonably determines to be appropriate: (a)
provide Agent and any of its officers, employees and agents access to its
properties, facilities, advisors and employees (including officers) of each
Credit Party and to the Collateral, (b) permit Agent, and any of its officers,
employees and agents, to inspect, audit and make extracts from any Credit
Party's books and records, and (c) permit Agent, and its officers, employees and
agents, to inspect, review, evaluate and make test verifications and counts of
the Accounts, Inventory and other Collateral of any Credit Party; provided,
however, that unless a Default or Event of Default has occurred and is
continuing, Borrowers' obligation to pay for such audits shall be limited to
three per calendar year. If a Default or Event of Default has occurred and is
continuing or if access is necessary to preserve or protect the Collateral as
determined by Agent, each such Credit Party shall provide such access to Agent
and to each Lender at all times and without advance notice. Furthermore, so long
as any Event of Default has occurred and is continuing, Borrowers shall provide
Agent and each Lender with access to their suppliers and customers. Each Credit
Party shall make available to Agent and its counsel, as quickly as is possible
under the circumstances, originals or copies of


                                       20





<PAGE>

all books and records that Agent may reasonably request. Each Credit Party shall
deliver any document or instrument necessary for Agent, as it may from time to
time reasonably request, to obtain records from any service bureau or other
Person that maintains records for such Credit Party, and shall maintain
duplicate records or supporting documentation on media, including computer tapes
and discs owned by such Credit Party. Agent will give Lenders at least five (5)
days' prior written notice of regularly scheduled audits. Representatives of
other Lenders may accompany Agent's representatives on regularly scheduled
audits at no charge to Borrowers.

     1.15. Taxes.

          (a) Any and all payments by each Borrower hereunder (including any
payments made pursuant to Section 12) or under the Notes shall be made, in
accordance with this Section 1.15, free and clear of and without deduction for
any and all present or future Taxes. If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder (including any
sum payable pursuant to Section 12) or under the Notes, (i) the sum payable
shall be increased as much as shall be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 1.15) Agent or Lenders, as applicable, receive an amount
equal to the sum they would have received had no such deductions been made, (ii)
such Borrower shall make such deductions, and (iii) such Borrower shall pay the
full amount deducted to the relevant taxing or other authority in accordance
with applicable law. Within thirty (30) days after the date of any payment of
Taxes, Borrower Representative shall furnish to Agent the original or a
certified copy of a receipt evidencing payment thereof. Agent and Lenders shall
not be obligated to return or refund any amounts received pursuant to this
Section.

          (b) Each Credit Party that is a signatory hereto shall jointly and
severally indemnify and, within ten (10) days of demand therefor, pay Agent and
each Lender for the full amount of Taxes (including any Taxes imposed by any
jurisdiction on amounts payable under this Section 1.15) paid by Agent or such
Lender, as appropriate, and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally asserted.

          (c) Each Lender organized under the laws of a jurisdiction outside the
United States (a "Foreign Lender") as to which payments to be made under this
Agreement or under the Notes are exempt from United States withholding tax under
an applicable statute or tax treaty shall provide to Borrower Representative and
Agent a properly completed and executed IRS Form W-8ECI or Form W-8BEN or other
applicable form, certificate or document prescribed by the IRS or the United
States certifying as to such Foreign Lender's entitlement to such exemption (a
"Certificate of Exemption"). Any foreign Person that seeks to become a Lender
under this Agreement shall provide a Certificate of Exemption to Borrower
Representative and Agent prior to becoming a Lender hereunder. No foreign Person
may become a Lender hereunder if such Person fails to deliver a Certificate of
Exemption in advance of becoming a Lender.

     1.16. Capital Adequacy; Increased Costs; Illegality.


                                       21





<PAGE>

          (a) If any Lender shall have determined that any law, treaty,
governmental (or quasi-governmental) rule, regulation, guideline or order
regarding capital adequacy, reserve requirements or similar requirements or
compliance by any Lender with any request or directive regarding capital
adequacy, reserve requirements or similar requirements (whether or not having
the force of law), in each case, adopted after the Closing Date, from any
central bank or other Governmental Authority increases or would have the effect
of increasing the amount of capital, reserves or other funds required to be
maintained by such Lender and thereby reducing the rate of return on such
Lender's capital as a consequence of its obligations hereunder, then Borrowers
shall from time to time upon demand by such Lender (with a copy of such demand
to Agent) pay to Agent, for the account of such Lender, additional amounts
sufficient to compensate such Lender for such reduction. A certificate as to the
amount of that reduction and showing the basis of the computation thereof
submitted by such Lender to Borrower Representative and to Agent shall, absent
manifest error, be final, conclusive and binding for all purposes.

          (b) If, due to either (i) the introduction of or any change in any law
or regulation (or any change in the interpretation thereof) or (ii) the
compliance with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law), in each case
adopted after the Closing Date, there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining any Loan, then
Borrowers shall from time to time, upon demand by such Lender (with a copy of
such demand to Agent), pay to Agent for the account of such Lender additional
amounts sufficient to compensate such Lender for such increased cost. A
certificate as to the amount of such increased cost, submitted to Borrower
Representative and to Agent by such Lender, shall be conclusive and binding on
Borrowers for all purposes, absent manifest error. Each Lender agrees that, as
promptly as practicable after it becomes aware of any circumstances referred to
above which would result in any such increased cost, the affected Lender shall,
to the extent not inconsistent with such Lender's internal policies of general
application, use reasonable commercial efforts to minimize costs and expenses
incurred by it and payable to it by Borrowers pursuant to this Section 1.16(b).

          (c) Notwithstanding anything to the contrary contained herein, if the
introduction of or any change in any law or regulation (or any change in the
interpretation thereof) shall make it unlawful, or any central bank or other
Governmental Authority shall assert that it is unlawful, for any Lender to agree
to make or to make or to continue to fund or maintain any LIBOR Loan, then,
unless that Lender is able to make or to continue to fund or to maintain such
LIBOR Loan at another branch or office of that Lender without, in that Lender's
opinion, adversely affecting it or its Loans or the income obtained therefrom,
on notice thereof and demand therefor by such Lender to Borrower Representative
through Agent, (i) the obligation of such Lender to agree to make or to make or
to continue to fund or maintain LIBOR Loans shall terminate and (ii) each
Borrower shall forthwith prepay in full all outstanding LIBOR Loans owing by
such Borrower to such Lender, together with interest accrued thereon, unless
Borrower Representative on behalf of such Borrower, within five (5) Business
Days after the delivery of such notice and demand, converts all LIBOR Loans into
Index Rate Loans.

          (d) Within fifteen (15) days after receipt by Borrower Representative
of written notice and demand from any Lender (an "Affected Lender") for payment
of additional amounts or increased costs as provided in Sections 1.15(a),
1.16(a) or 1.16(b), Borrower Representative may, at its option, notify Agent and
such Affected Lender of its intention to


                                       22





<PAGE>

replace the Affected Lender. So long as no Default or Event of Default has
occurred and is continuing, Borrower Representative, with the consent of Agent,
may obtain, at Borrowers' expense, a replacement Lender ("Replacement Lender")
for the Affected Lender, which Replacement Lender must be reasonably
satisfactory to Agent. If Borrowers obtain a Replacement Lender within ninety
(90) days following notice of their intention to do so, the Affected Lender must
sell and assign its Loans and Commitments to such Replacement Lender for an
amount equal to the principal balance of all Loans held by the Affected Lender
and all accrued interest and Fees with respect thereto through the date of such
sale and such assignment shall not require the payment of an assignment fee to
Agent; provided, that Borrowers shall have reimbursed such Affected Lender for
the additional amounts or increased costs that it is entitled to receive under
this Agreement through the date of such sale and assignment. Notwithstanding the
foregoing, Borrowers shall not have the right to obtain a Replacement Lender if
the Affected Lender rescinds its demand for increased costs or additional
amounts (effective retroactively to the date of such demand) within fifteen (15)
days following its receipt of Borrowers' notice of intention to replace such
Affected Lender. Furthermore, if Borrowers give a notice of intention to replace
and do not so replace such Affected Lender within ninety (90) days thereafter,
Borrowers' rights under this Section 1.16(d) shall terminate with respect to
such Affected Lender and Borrowers shall promptly pay all increased costs or
additional amounts demanded by such Affected Lender pursuant to Sections
1.15(a), 1.16(a) and 1.16(b).

     1.17. Single Loan. All Loans to each Borrower and all of the other
Obligations of each Borrower arising under this Agreement and the other Loan
Documents shall constitute one general obligation of that Borrower secured,
until the Termination Date, by all of the Collateral.

2.   CONDITIONS PRECEDENT

     2.1. Conditions to the Initial Loans. No Lender shall be obligated to make
any Loan or incur any Letter of Credit Obligations on the Closing Date, or to
take, fulfill, or perform any other action hereunder, until the following
conditions have been satisfied or provided for in a manner satisfactory to
Agent, or waived in writing by Agent and Lenders:

          (a) Credit Agreement; Loan Documents. This Agreement or counterparts
hereof shall have been duly executed by Borrowers and each other Credit Party,
and delivered to Agent and Lenders; and Agent shall have received such
documents, instruments, agreements and legal opinions as Agent shall reasonably
request in connection with the transactions contemplated by this Agreement and
the other Loan Documents, including all those listed in the Closing Checklist
attached hereto as Annex D-1, each in form and substance reasonably satisfactory
to Agent.

          (b) Intentionally Omitted.

          (c) Approvals. Agent shall have received (i) satisfactory evidence
that the Credit Parties have obtained all required consents and approvals of all
Persons including all requisite Governmental Authorities, to the execution,
delivery and performance of this Agreement and the other Loan Documents and the
consummation of the Related Transactions (other than consents and approvals from
all requisite Governmental Authorities with respect to the Acquisition and the
issuance of additional equity in connection with the Additional


                                       23





<PAGE>

Capitalization Requirement), or (ii) an officer's certificate in form and
substance reasonably satisfactory to Agent affirming that no such consents or
approvals are required.

          (d) Payment of Fees. Borrowers shall have paid the Fees required to be
paid on the Closing Date in the respective amounts specified in Section 1.9
(including the Fees specified in the GE Capital Fee Letter), and shall have
reimbursed Agent for all fees, costs and expenses of closing presented as of the
Closing Date.

          (e) Capital Structure: Other Indebtedness. The capital structure of
each Credit Party and the terms and conditions of all Indebtedness of each
Credit Party not being repaid shall be acceptable to Agent in its reasonable
discretion.

          (f) Due Diligence. Agent shall have completed its business and legal
due diligence, including a roll forward of its previous Collateral audit, with
results reasonably satisfactory to Agent.

          (g) Subordinated Debt. No less than $90,000,000 shall be outstanding
under the Subordinated Debt Documents after giving effect to the Related
Transactions.

          (h) Material Adverse Events. As of the Closing Date, there will have
been (i) since December 31, 2001, no material adverse change, individually or in
the aggregate, in the business, financial or other condition of Borrowers taken
as a whole, the industry in which Borrowers operate, or the Collateral which
will be subject to the security interest granted to Agent or in the prospects or
projections of Borrowers taken as a whole, (ii) no litigation commenced which,
if successful, would have a material adverse impact on Borrowers taken as a
whole, their businesses, or their ability to repay the loans, or which would
challenge the transactions under consideration, and (iii) since December 31,
2001, no material increase in the liabilities, liquidated or contingent, of
Borrowers taken as a whole, or a material decrease in the assets of Borrowers
taken as a whole.

     2.2. Further Conditions to Each Loan. Except as otherwise expressly
provided herein, no Lender shall be obligated to fund any Advance, convert or
continue any Loan as a LIBOR Loan or incur any Letter of Credit Obligation, if,
as of the date thereof:

          (a) any representation or warranty by any Credit Party contained
herein or in any other Loan Document is untrue or incorrect as of such date,
except to the extent that such representation or warranty expressly relates to
an earlier date and except for changes therein expressly permitted or expressly
contemplated by this Agreement and Agent or Requisite Lenders have determined
not to make such Advance, convert or continue any Loan as LIBOR Loan or incur
such Letter of Credit Obligation as a result of the fact that such warranty or
representation is untrue or incorrect;

          (b) any event or circumstance having a Material Adverse Effect has
occurred since the date hereof as determined by the Requisite Lenders and Agent
or Requisite Lenders have determined not to make such Advance, convert or
continue any Loan as a LIBOR Loan or incur such Letter of Credit Obligation as a
result of the fact that such event or circumstance has occurred;


                                       24





<PAGE>

          (c) any Default or Event of Default has occurred and is continuing or
would result after giving effect to any Advance (or the incurrence of any Letter
of Credit Obligation), and Agent or Requisite Lenders shall have determined not
to make any Advance, convert or continue any Loan as a LIBOR Loan or incur any
Letter of Credit Obligation as a result of that Default or Event of Default; or

          (d) after giving effect to any Advance (or the incurrence of any
Letter of Credit Obligations), (i) the outstanding principal amount of the
aggregate Revolving Loan would exceed the lesser of the Aggregate Borrowing Base
and the Maximum Amount or (ii) the outstanding principal amount of the Revolving
Loan of the applicable Borrower would exceed such Borrower's separate Borrowing
Base.

The request and acceptance by any Borrower of the proceeds of any Advance, the
incurrence of any Letter of Credit Obligations or the conversion or continuation
of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the
date thereof, (i) a representation and warranty by Borrowers that the conditions
in this Section 2.2 have been satisfied and (ii) a reaffirmation by Borrowers of
the cross-guaranty provisions set forth in Section 12 and of the granting and
continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the
Collateral Documents.

     2.3. Conditions to Acquisition Loan Facility. No Lender shall be obligated
to fund any Tranche B Revolving Credit Advance until the following conditions
have been satisfied or provided for in a manner satisfactory to Agent, or waived
in writing by Agent and Lenders:

          (a) the conditions of Section 2.2 are satisfied after giving effect to
the Acquisition; and

          (b) the Acquisition Conditions are satisfied.

3.   REPRESENTATIONS AND WARRANTIES

          To induce Lenders to make the Loans and to incur Letter of Credit
Obligations, the Credit Parties executing this Agreement, jointly and severally,
make the following representations and warranties to Agent and each Lender with
respect to all Credit Parties, each and all of which shall survive the execution
and delivery of this Agreement.

     3.1. Corporate Existence; Compliance with Law. Each Credit Party (a) is a
corporation, limited liability company or limited partnership duly organized,
validly existing and in good standing under the laws of its respective
jurisdiction of incorporation or organization set forth in Disclosure Schedule
(3.1); (b) is duly qualified to conduct business and is in good standing in each
other jurisdiction where its ownership or lease of property or the conduct of
its business requires such qualification, except where the failure to be so
qualified would not result in exposure to losses, damages or liabilities in
excess of $100,000; (c) has the requisite power and authority and the legal
right to own, pledge, mortgage or otherwise encumber and operate its properties,
to lease the property it operates under lease and to conduct its business as
now, heretofore and proposed to be conducted; (d) subject to specific
representations regarding Environmental Laws and any scheduled exceptions
thereto, has all material licenses, permits,


                                       25





<PAGE>

consents or approvals from or by, and has made all material filings with, and
has given all material notices to, all Governmental Authorities having
jurisdiction, to the extent required for such ownership, operation and conduct;
(e) is in compliance with its charter and bylaws or partnership or operating
agreement, as applicable; and (f) subject to specific representations and any
scheduled exceptions thereto set forth herein regarding ERISA, Environmental
Laws, tax and other laws, is in compliance with all applicable provisions of
law, except where the failure to comply, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.

     3.2. Executive Offices, Collateral Locations, FEIN. As of the Closing Date,
the current location of each Credit Party's chief executive office and the
warehouses and premises at which any Collateral is located are set forth in
Disclosure Schedule (3.2), and, except as set forth in Disclosure Schedule
(3.2), none of such locations has changed within the twelve (12) months
preceding the Closing Date. In addition, Disclosure Schedule (3.2) lists the
federal employer identification number of each Credit Party.

     3.3. Corporate Power, Authorization, Enforceable Obligations. The
execution, delivery and performance by each Credit Party of the Loan Documents
to which it is a party and the creation of all Liens provided for therein: (a)
are within such Person's power; (b) have been duly authorized by all necessary
corporate, limited liability company or limited partnership action; (c) do not
contravene any provision of such Person's charter, bylaws or partnership or
operating agreement as applicable; (d) do not violate any law or regulation, or
any order or decree of any court or Governmental Authority; (e) do not conflict
with or result in the breach or termination of, constitute a default under or
accelerate or permit the acceleration of any performance required by, any
indenture, mortgage, deed of trust, lease, agreement or other instrument to
which such Person is a party or by which such Person or any of its property is
bound; (f) do not result in the creation or imposition of any Lien upon any of
the property of such Person other than those in favor of Agent, on behalf of
itself and Lenders, pursuant to the Loan Documents; and (g) do not require the
consent or approval of any Governmental Authority or any other Person, except
those referred to in Section 2.1(c), all of which will have been duly obtained,
made or complied with prior to the Closing Date. Each of the Loan Documents
shall be duly executed and delivered by each Credit Party that is a party
thereto and each such Loan Document shall constitute a legal, valid and binding
obligation of such Credit Party enforceable against it in accordance with its
terms.

     3.4. Financial Statements and Projections. Except for the Projections, all
Financial Statements concerning Borrowers and their respective Subsidiaries that
are referred to below have been prepared in accordance with GAAP consistently
applied throughout the periods covered (except as disclosed therein and except,
with respect to unaudited Financial Statements, for the absence of footnotes and
normal year-end audit adjustments) and present fairly in all material respects
the financial position of the Persons covered thereby as at the dates thereof
and the results of their operations and cash flows for the periods then ended.

          (a) Financial Statements. The following Financial Statements attached
hereto as Disclosure Schedule (3.4(a)) have been delivered on the date hereof:


                                       26





<PAGE>

               (i) The audited consolidated and consolidating balance sheets at
December 31, 2001 and the related statements of income and cash flows of
Borrowers and their Subsidiaries for the Fiscal Years then ended, certified by
KPMG LLP.

               (ii) The unaudited balance sheet(s) at November 30, 2002 and the
related statement(s) of income and cash flows of Borrowers and their
Subsidiaries for the eleven months then ended.

          (b) Pro Forma. The Pro Forma delivered on the date hereof and attached
hereto as Disclosure Schedule (3.4(b)) was prepared by Borrowers giving pro
forma effect to the Related Transactions, was based on the projected
consolidated and consolidating balance sheets of Borrowers and their
Subsidiaries delivered January 28, 2003, and was prepared in accordance with
GAAP, with only such adjustments thereto as would be required in accordance with
GAAP.

          (c) Projections. The Projections delivered on the date hereof and
attached hereto as Disclosure Schedule (3.4(c)) have been prepared by Borrowers
in light of the past operations of their businesses and reflect projections for
the five year period beginning on January 1, 2003 on a quarterly basis for the
first year and on a year-by-year basis thereafter. The Projections are based
upon the same accounting principles as those used in the preparation of the
financial statements described above and the estimates and assumptions stated
therein, all of which Borrowers believe to be reasonable and fair in light of
current conditions and current facts known to Borrowers and, as of the Closing
Date, reflect Borrowers' good faith and reasonable estimates of the future
financial performance of Borrowers.

     3.5. Material Adverse Effect. Between December 31, 2001 and the Closing
Date: (a) no Credit Party has incurred any obligations, contingent or
noncontingent liabilities, liabilities for Charges, long-term leases or unusual
forward or long-term commitments that are not reflected in the Pro Forma and
that, alone or in the aggregate, could reasonably be expected to have a Material
Adverse Effect, (b) no contract, lease or other agreement or instrument has been
entered into by any Credit Party or has become binding upon any Credit Party's
assets and no law or regulation applicable to any Credit Party has been adopted
that in either case has had or could reasonably be expected to have a Material
Adverse Effect, and (c) no Credit Party is in default and to the best of
Borrowers' knowledge no third party is in default under any material contract,
lease or other agreement or instrument, which defaults alone or in the aggregate
could reasonably be expected to have a Material Adverse Effect. Between December
31, 2001 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.

     3.6. Ownership of Property; Liens. As of the Closing Date, the real estate
("Real Estate") listed in Disclosure Schedule (3.6) constitutes all of the real
property owned, leased, subleased, or used by any Credit Party. Each Credit
Party owns good and marketable fee simple title to all of its owned Real Estate,
and valid leasehold interests in all of its leased Real Estate, all as described
on Disclosure Schedule (3.6), and copies of all such leases or a summary of
terms thereof reasonably satisfactory to Agent have been delivered to Agent.
Disclosure Schedule (3.6) further describes any Real Estate with respect to
which any Credit Party is a lessor, sublessor or assignor as of the Closing
Date. Each Credit Party also has good and marketable title to, or valid
leasehold interests in, all of its personal property and assets. As of


                                       27





<PAGE>

the Closing Date, none of the properties and assets of any Credit Party are
subject to any Liens other than Permitted Encumbrances, and except as disclosed
on Disclosure Schedule 3.17, there are no facts, circumstances or conditions
known to any Credit Party that may result in any Liens (including Liens arising
under Environmental Laws) other than Permitted Encumbrances. Each Credit Party
has received all deeds, assignments, waivers, consents, nondisturbance and
attornment or similar agreements, bills of sale and other documents, and has
duly effected all recordings, filings and other actions necessary to establish,
protect and perfect such Credit Party's right, title and interest in and to all
such Real Estate and other properties and assets. Disclosure Schedule (3.6) also
describes any purchase options, rights of first refusal or other similar
contractual rights pertaining to any Real Estate. As of the Closing Date, no
portion of any Credit Party's Real Estate has suffered any material damage by
fire or other casualty loss that has not heretofore been repaired and restored
in all material respects to its original condition or otherwise remedied. As of
the Closing Date, all material permits required to have been issued or
appropriate to enable the Real Estate to be lawfully occupied and used for all
of the purposes for which it is currently occupied and used have been lawfully
issued and are in full force and effect.

     3.7. Labor Matters. As of the Closing Date (a) no strikes or other material
labor disputes against any Credit Party are pending or, to any Credit Party's
knowledge, threatened; (b) hours worked by and payment made to employees of each
Credit Party comply with the Fair Labor Standards Act and each other federal,
state, local or foreign law applicable to such matters; (c) all payments due
from any Credit Party for employee health and welfare insurance have been paid
or accrued as a liability on the books of such Credit Party; (d) except as set
forth in Disclosure Schedule (3.7), no Credit Party is a party to or bound by
any collective bargaining agreement, management agreement, consulting agreement,
employment agreement, bonus, restricted stock, stock option, or stock
appreciation plan or agreement or any similar plan, agreement or arrangement
(and true and complete copies of any agreements described on Disclosure Schedule
(3.7) have been delivered to Agent); (e) there is no organizing activity
involving any Credit Party pending or, to any Credit Party's knowledge,
threatened by any labor union or group of employees; (f) there are no
representation proceedings pending or, to any Credit Party's knowledge,
threatened with the National Labor Relations Board, and no labor organization or
group of employees of any Credit Party has made a pending demand for
recognition; and (g) except as set forth in Disclosure Schedule (3.7), there are
no material complaints or charges against any Credit Party pending or, to the
knowledge of any Credit Party, threatened to be filed with any Governmental
Authority or arbitrator based on, arising out of, in connection with, or
otherwise relating to the employment or termination of employment by any Credit
Party of any individual.

     3.8. Ventures, Subsidiaries and Affiliates; Outstanding Stock and
Indebtedness. Except as set forth in Disclosure Schedule (3.8), as of the
Closing Date, no Credit Party has any Subsidiaries, is engaged in any joint
venture or partnership with any other Person, or is an Affiliate of any other
Person. All of the issued and outstanding Stock of each Credit Party is owned by
each of the Stockholders and in the amounts set forth in Disclosure Schedule
(3.8). Except as set forth in Disclosure Schedule (3.8), there are no
outstanding rights to purchase, options, warrants or similar rights or
agreements pursuant to which any Credit Party may be required to issue, sell,
repurchase or redeem any of its Stock or other equity securities or any Stock or
other equity securities of its Subsidiaries. All outstanding Indebtedness and
Guaranteed


                                       28





<PAGE>

Indebtedness of each Credit Party as of the Closing Date (except for the
Obligations) is described in Section 6.3 (including Disclosure Schedule (6.3)).
None of the Credit Parties or their Subsidiaries identified on Disclosure
Schedule (3.8) as "inactive" has any material assets (except Stock of their
Subsidiaries) or any Indebtedness or Guaranteed Indebtedness or conducts any
trade or business.

     3.9. Government Regulation. No Credit Party is an "investment company" or
an "affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company," as such terms are defined in the Investment Company Act of
1940. No Credit Party is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any other federal or state
statute that restricts or limits its ability to incur Indebtedness or to perform
its obligations hereunder. The making of the Loans by Lenders to Borrowers, the
incurrence of the Letter of Credit Obligations on behalf of Borrowers, the
application of the proceeds thereof and repayment thereof and the consummation
of the Related Transactions will not violate any provision of any such statute
or any rule, regulation or order issued by the Securities and Exchange
Commission.

     3.10. Margin Regulations. No Credit Party is engaged, nor will it engage,
principally or as one of its important activities, in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin stock" as such
terms are defined in Regulation U of the Federal Reserve Board as now and from
time to time hereafter in effect (such securities being referred to herein as
"Margin Stock"). No Credit Party owns any Margin Stock, and none of the proceeds
of the Loans or other extensions of credit under this Agreement will be used,
directly or indirectly, for the purpose of purchasing or carrying any Margin
Stock, for the purpose of reducing or retiring any Indebtedness that was
originally incurred to purchase or carry any Margin Stock or for any other
purpose that might cause any of the Loans or other extensions of credit under
this Agreement to be considered a "purpose credit" within the meaning of
Regulations T, U or X of the Federal Reserve Board. No Credit Party will take or
permit to be taken any action that might cause any Loan Document to violate any
regulation of the Federal Reserve Board.

     3.11. Taxes. All tax returns, reports and statements, including information
returns, required by any Governmental Authority to be filed by any Credit Party
have been filed with the appropriate Governmental Authority and all Charges have
been paid prior to the date on which any fine, penalty, interest or late charge
may be added thereto for nonpayment thereof (or any such fine, penalty,
interest, late charge or loss has been paid), excluding (a) Charges or other
amounts being contested in accordance with Section 5.2(b) and (b) filings
relating to local qualifications to do business where the exposure to losses,
damages or liabilities is less than $25,000 in the aggregate for all
jurisdictions. Proper and accurate amounts have been withheld by each Credit
Party from its respective employees for all periods in full and complete
compliance with all applicable federal, state, local and foreign laws and such
withholdings have been timely paid to the respective Governmental Authorities.
Disclosure Schedule (3.11) sets forth as of the Closing Date those taxable years
for which any Credit Party's tax returns are currently being audited by the IRS
or any other applicable Governmental Authority, and any assessments or
threatened assessments in connection with such audit, or otherwise currently
outstanding. Except as described in Disclosure Schedule (3.11), no Credit Party
has executed or filed with the IRS or any other Governmental Authority any
agreement or other document


                                       29





<PAGE>

extending, or having the effect of extending, the period for assessment or
collection of any Charges. None of the Credit Parties and their respective
predecessors are liable for any Charges: (a) under any agreement (including any
tax sharing agreements) or (b) to each Credit Party's knowledge, as a
transferee. As of the Closing Date, no Credit Party has agreed or been requested
to make any adjustment under IRC Section 481(a), by reason of a change in
accounting method or otherwise, which would reasonably be expected to have a
Material Adverse Effect.

     3.12. ERISA.

          (a) Disclosure Schedule (3.12) lists (i) all ERISA Affiliates and (ii)
all Plans and separately identifies all Pension Plans, including Title IV Plans,
Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare
Plans. Copies of all such listed Plans, together with a copy of the latest form
IRS/DOL 5500-series, as applicable, for each such Plan, have been made available
to Agent. Except with respect to Multiemployer Plans, each Qualified Plan has
been determined by the IRS to qualify under Section 401 of the IRC, the trusts
created thereunder have been determined to be exempt from tax under the
provisions of Section 501 of the IRC, and nothing has occurred that would cause
the loss of such qualification or tax-exempt status. Each Plan is in compliance
with the applicable provisions of ERISA, the IRC and its terms, including the
timely filing of all reports required under the IRC or ERISA, including the
statement required by 29 CFR Section 2520.104-23. Neither any Credit Party nor
ERISA Affiliate has failed to make any contribution or pay any amount due as
required by either Section 412 of the IRC or Section 302 of ERISA or the terms
of any such Plan. No "prohibited transaction," as defined in Section 406 of
ERISA and Section 4975 of the IRC, has occurred with respect to any Plan, that
would subject any Credit Party to a material tax on prohibited transactions
imposed by Section 502(i) of ERISA or Section 4975 of the IRC.

          (b) Except as set forth in Disclosure Schedule (3.12): (i) no Title IV
Plan has any Unfunded Pension Liability; (ii) no ERISA Event has occurred or is
reasonably expected to occur; (iii) there are no pending, or to the knowledge of
any Credit Party, threatened claims (other than claims for benefits in the
normal course), sanctions, actions or lawsuits, asserted or instituted against
any Plan or any Person as fiduciary or sponsor of any Plan; (iv) no Credit Party
or ERISA Affiliate has incurred or reasonably expects to incur any liability as
a result of a complete or partial withdrawal from a Multiemployer Plan; (v)
within the last five years no Title IV Plan of any Credit Party or ERISA
Affiliate has been terminated, whether or not in a "standard termination" as
that term is used in Section 4041(b)(1) of ERISA, nor has any Title IV Plan of
any Credit Party or any ERISA Affiliate (determined at any time within the last
five years) with Unfunded Pension Liabilities been transferred outside of the
"controlled group" (within the meaning of Section 4001(a)(14) of ERISA) of any
Credit Party or ERISA Affiliate (determined at such time); (vi) except in the
case of any ESOP, Stock of all Credit Parties and their ERISA Affiliates makes
up, in the aggregate, no more than 10% of fair market value of the assets of any
Plan measured on the basis of fair market value as of the latest valuation date
of any Plan; and (vii) no liability under any Title IV Plan has been satisfied
with the purchase of a contract from an insurance company that is not rated AAA
by the Standard & Poor's Corporation or an equivalent rating by another
nationally recognized rating agency.

     3.13. No Litigation. No action, claim, lawsuit, demand, investigation or
proceeding is now pending or, to the knowledge of any Credit Party, threatened
against any Credit Party,


                                       30





<PAGE>

before any Governmental Authority or before any arbitrator or panel of
arbitrators (collectively, "Litigation"), (a) that challenges any Credit Party's
right or power to enter into or perform any of its obligations under the Loan
Documents to which it is a party, or the validity or enforceability of any Loan
Document or any action taken thereunder, or (b) that, excluding Asbestos Claims
in an aggregate amount equal to the Asbestos Reserve, has a reasonable risk of
being determined adversely to any Credit Party and that, if so determined, could
be reasonably be expected to have a Material Adverse Effect. Except as set forth
on Disclosure Schedule (3.13), as of the Closing Date there is no Litigation
pending or, to any Credit Party's knowledge, threatened, that seeks damages in
excess of $100,000 or injunctive relief against, or alleges criminal misconduct
of, any Credit Party.

     3.14. Brokers. No broker or finder brought about the obtaining, making or
closing of the Loans or the Related Transactions (other than Goldman Sachs in
connection with the Acquisition and the issuance of additional equity in
connection with the Additional Capitalization Requirement), and no Credit Party
or Affiliate thereof has any obligation to any Person in respect of any finder's
or brokerage fees in connection therewith (other than Goldman Sachs).

     3.15. Intellectual Property. As of the Closing Date, each Credit Party owns
or has rights to use all Intellectual Property necessary to continue to conduct
its business as now or heretofore conducted by it or proposed to be conducted by
it, and each Patent, Trademark, Copyright and License is listed, together with
application or registration numbers, as applicable, in Disclosure Schedule
(3.15). Each Credit Party uses reasonable commercial efforts to conduct its
business and affairs so as to avoid infringement of or interference with any
Intellectual Property of any other Person in any material respect. Except as set
forth in Disclosure Schedule (3.15), no Credit Party is aware of any
infringement claim by any other Person with respect to any Intellectual
Property.

     3.16. Full Disclosure. No information contained in this Agreement, any of
the other Loan Documents, any Projections, Financial Statements or Collateral
Reports or other written reports from time to time prepared by any Credit Party
and delivered hereunder or any written statement prepared by any Credit Party
and furnished by or on behalf of any Credit Party to Agent or any Lender
pursuant to the terms of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained herein or therein not misleading in
light of the circumstances under which they were made. The Liens granted to
Agent, on behalf of itself and Lenders, pursuant to the Collateral Documents
will at all times be fully perfected first priority Liens in and to the
Collateral described therein, subject, as to priority, only to Permitted
Encumbrances.

     3.17. Environmental Matters.

          (a) Except as set forth in Disclosure Schedule (3.17), as of the
Closing Date: (i) the Real Estate is free of contamination from any Hazardous
Material except for such contamination that would not adversely impact the value
or marketability of such Real Estate and that would not result in Environmental
Liabilities that could reasonably be expected to exceed $200,000; (ii) no Credit
Party has caused or suffered to occur any Release of Hazardous Materials on, at,
in, under, above, to, from or about any of its Real Estate in violation of


                                       31





<PAGE>

Environmental Laws and Environmental Permits; (iii) the Credit Parties are and
have been in compliance with all Environmental Laws, except for such
noncompliance that would not result in Environmental Liabilities which could
reasonably be expected to exceed $200,000; (iv) the Credit Parties have
obtained, and are in compliance with, all Environmental Permits required by
Environmental Laws for the operations of their respective businesses as
presently conducted or as proposed to be conducted, except where the failure to
so obtain or comply with such Environmental Permits would not result in
Environmental Liabilities that could reasonably be expected to exceed $200,000,
and all such Environmental Permits are valid, uncontested and in good standing;
(v) no Credit Party is involved in operations or knows of any facts,
circumstances or conditions, including any Releases of Hazardous Materials, that
are likely to result in any Environmental Liabilities of such Credit Party which
could reasonably be expected to exceed $200,000, and no Credit Party has
consented to any current or former tenant or occupant of the Real Estate
engaging in any such operations; (vi) there is no Litigation arising under or
related to any Environmental Laws, Environmental Permits or Hazardous Material
that seeks damages, penalties, fines, costs or expenses in excess of $200,000 or
injunctive relief against, or that alleges criminal misconduct by, any Credit
Party; (vii) no notice has been received by any Credit Party identifying it as a
"potentially responsible party" or requesting information under CERCLA or
analogous state statutes, and to the knowledge of the Credit Parties, there are
no facts, circumstances or conditions that may result in any Credit Party being
identified as a "potentially responsible party" under CERCLA or analogous state
statutes; and (viii) the Credit Parties have provided to Agent copies of all
existing environmental reports, reviews and audits and all written information
pertaining to actual or potential Environmental Liabilities, in each case
relating to any Credit Party.

          (b) Each Credit Party hereby acknowledges and agrees that Agent (i) is
not now, and has not ever been, in control of any of the Real Estate or any
Credit Party's affairs, and (ii) does not have the capacity through the
provisions of the Loan Documents or otherwise to influence any Credit Party's
conduct with respect to the ownership, operation or management of any of its
Real Estate or compliance with Environmental Laws or Environmental Permits.

     3.18. Insurance. Disclosure Schedule (3.18) lists all insurance policies of
any nature maintained, as of the Closing Date, for current occurrences by each
Credit Party, as well as a summary of the terms of each such policy.

     3.19. Deposit and Disbursement Accounts. Disclosure Schedule (3.19) lists
all banks and other financial institutions at which any Credit Party maintains
deposit or other accounts as of the Closing Date, including any Disbursement
Accounts, and such Schedule correctly identifies the name, address and telephone
number of each depository, the name in which the account is held, a description
of the purpose of the account, and the complete account number therefor.

     3.20. Government Contracts. Except as set forth in Disclosure Schedule
(3.20), as of the Closing Date, no Credit Party is a party to any contract or
agreement with any Governmental Authority and no Credit Party's Accounts are
subject to the Federal Assignment of Claims Act (31 U.S.C. Section 3727) or any
similar state or local law.


                                       32





<PAGE>

     3.21. Customer and Trade Relations. As of the Closing Date, there exists no
actual or, to the knowledge of any Credit Party, threatened termination or
cancellation of, or any material adverse modification or change in: the business
relationship of any Credit Party with any customer or group of customers whose
purchases during the preceding 12 months caused them to be ranked among the ten
largest customers of such Credit Party; or the business relationship of any
Credit Party with any supplier material to its operations.

     3.22. Agreements and Other Documents. Disclosure Schedule (3.22) accurately
lists each of the following agreements or documents to which any Credit Party is
subject as of the Closing Date: supply agreements and purchase agreements not
terminable by such Credit Party within 60 days following written notice issued
by such Credit Party and involving transactions in excess of $3,000,000 with
respect to vendor supply agreements and $6,000,000 with respect to customer
purchase agreements, in each case per annum; leases of Equipment having a
remaining term of one year or longer and requiring aggregate rental and other
payments in excess of $500,000 per annum; any surety bond agreement or bonding
requirement with respect to products or services sold by it or any trademark or
patent license agreement with respect to products sold by it; any other licenses
and permits held by the Credit Parties, the absence of which could be reasonably
likely to have a Material Adverse Effect; instruments and documents evidencing
any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien
granted by such Credit Party with respect thereto; and instruments and
agreements evidencing the issuance of any equity securities, warrants, rights or
options to purchase equity securities of such Credit Party.

     3.23. Solvency. Both before and after giving effect to (a) the Loans and
Letter of Credit Obligations to be made or incurred on the Closing Date or such
other date as Loans and Letter of Credit Obligations requested hereunder are
made or incurred, (b) the disbursement of the proceeds of such Loans pursuant to
the instructions of Borrower Representative; (c) the consummation of the other
Related Transactions; and (d) the payment and accrual of all transaction costs
in connection with the foregoing, each Credit Party is and will be Solvent.

     3.24. Subordinated Debt. As of the Closing Date, Borrowers have delivered
to Agent a complete and correct copy of the Subordinated Debt Documents then in
effect (including all schedules, exhibits, amendments, supplements,
modifications, assignments and all other documents delivered pursuant thereto or
in connection therewith). SMP has the corporate power and authority to incur the
Indebtedness evidenced by such Subordinated Debt Documents. The subordination
provisions of such Subordinated Debt Documents are enforceable against the
holders of such Subordinated Debt Documents by Agent and Lenders. All
Obligations, including the Letter of Credit Obligations, constitute senior
Indebtedness entitled to the benefits of the subordination provisions contained
in such Subordinated Debt Documents. Borrowers acknowledge that Agent and each
Lender are entering into this Agreement and are extending the Commitments in
reliance upon the subordination provisions of such Subordinated Debt Documents
and this Section 3.24.

     Notwithstanding the foregoing references in this Section 3 to "the Closing
Date", such representations and warranties shall be deemed amended to refer to
"the Acquisition Closing


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<PAGE>

Date" when and if the Acquisition is consummated and as amended shall be subject
to Sections 2.2 and 2.3 of this Agreement.

4.   FINANCIAL STATEMENTS AND INFORMATION

     4.1. Reports and Notices.

          (a) Each Credit Party executing this Agreement hereby agrees that from
and after the Closing Date and until the Termination Date, it shall deliver to
Agent or to Agent and Lenders, as required, the Financial Statements, notices,
Projections and other information at the times, to the Persons and in the manner
set forth in Annex E.

          (b) Each Credit Party executing this Agreement hereby agrees that,
from and after the Closing Date and until the Termination Date, it shall deliver
to Agent or to Agent and Lenders, as required, the various Collateral Reports
(including Borrowing Base Certificates in the form of Exhibit 4.1(b)) at the
times, to the Persons and in the manner set forth in Annex F.

     4.2. Communication with Accountants. Each Credit Party executing this
Agreement authorizes (a) Agent and (b) so long as an Event of Default has
occurred and is continuing, each Lender, to communicate directly with its
independent certified public accountants, including KPMG LLP, and authorizes
and, at Agent's request, shall instruct those accountants and advisors to
disclose and make available to Agent and each Lender any and all Financial
Statements and other supporting financial documents, schedules and information
relating to any Credit Party (including copies of any issued management letters)
with respect to the business, financial condition and other affairs of any
Credit Party. Unless an Event of Default has occurred which is then continuing,
Agent shall (i) notify SMP at least two (2) Business Days prior to any such
communication with its accountants, and (ii) permit Borrowers to participate in
any such discussions or meetings.

5.   AFFIRMATIVE COVENANTS

          Each Credit Party executing this Credit Agreement jointly and
severally agrees as to all Credit Parties that from and after the date hereof
and until the Termination Date:

     5.1. Maintenance of Existence and Conduct of Business. Each Credit Party
shall: do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and its rights and franchises; continue
to conduct its business substantially as now conducted or as otherwise permitted
hereunder; at all times maintain, preserve and protect all of its assets and
properties used or useful in the conduct of its business, and keep the same in
good repair, working order and condition in all material respects (taking into
consideration ordinary wear and tear) and from time to time make, or cause to be
made, all necessary or appropriate repairs, replacements and improvements
thereto consistent with industry practices; and transact business only in such
corporate and trade names as are set forth in Disclosure Schedule (5.1) or
reported in accordance with Section 6.15.

     5.2. Payment of Charges.


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<PAGE>

          (a) Subject to Section 5.2(b), each Credit Party shall pay and
discharge or cause to be paid and discharged promptly all Charges payable by it,
including (i) Charges imposed upon it, its income and profits, or any of its
property (real, personal or mixed) and all Charges with respect to tax, social
security and unemployment withholding with respect to its employees, (ii) lawful
claims for labor, materials, supplies and services or otherwise, and (iii) all
storage or rental charges payable to warehousemen or bailees, in each case,
before any thereof shall become past due.

          (b) Each Credit Party may in good faith contest, by appropriate
proceedings, the validity or amount of any Charges, Taxes or claims described in
Section 5.2(a); provided, that (i) adequate reserves with respect to such
contest are maintained on the books of such Credit Party, in accordance with
GAAP; (ii) no Lien shall be imposed to secure payment of such Charges (other
than payments to warehousemen and/or bailees) that is superior to any of the
Liens securing the Obligations and such contest is maintained and prosecuted
continuously and with diligence and operates to suspend collection or
enforcement of such Charges; (iii) none of the Collateral becomes subject to
forfeiture or loss as a result of such contest; and (iv) such Credit Party shall
promptly pay or discharge such contested Charges, Taxes or claims and all
additional charges, interest, penalties and expenses, if any, and shall deliver
to Agent evidence reasonably acceptable to Agent of such compliance, payment or
discharge, if such contest is terminated or discontinued adversely to such
Credit Party or the conditions set forth in this Section 5.2(b) are no longer
met.

     5.3. Books and Records. Each Credit Party shall keep adequate books and
records with respect to its business activities in which proper entries,
reflecting all financial transactions, are made in accordance with GAAP and on a
basis consistent with the Financial Statements attached as Disclosure Schedule
(3.4(a)).

     5.4. Insurance; Damage to or Destruction of Collateral.

          (a) The Credit Parties shall, at their sole cost and expense, maintain
the policies of insurance described on Disclosure Schedule (3.18) as in effect
on the date hereof or otherwise in form and amounts and with insurers reasonably
acceptable to Agent. Such policies of insurance (or the loss payable and
additional insured endorsements delivered to Agent) shall contain provisions
pursuant to which the insurer agrees to provide thirty (30) days prior written
notice (or 10 days in the case of non-payment of premiums) to Agent in the event
of any non-renewal, cancellation or amendment of any such insurance policy. If
any Credit Party at any time or times hereafter shall fail to obtain or maintain
any of the policies of insurance required above, or to pay all premiums relating
thereto, Agent may at any time or times thereafter obtain and maintain such
policies of insurance and pay such premiums and take any other action with
respect thereto that Agent deems advisable. Agent shall have no obligation to
obtain insurance for any Credit Party or pay any premiums therefor. By doing so,
Agent shall not be deemed to have waived any Default or Event of Default arising
from any Credit Party's failure to maintain such insurance or pay any premiums
therefor. All sums so disbursed, including reasonable attorneys' fees, court
costs and other charges related thereto, shall be payable on demand by Borrowers
to Agent and shall be additional Obligations hereunder secured by the
Collateral.


                                       35





<PAGE>

          (b) Agent reserves the right at any time upon any change in any Credit
Party's risk profile (including any change in the product mix maintained by any
Credit Party or any laws affecting the potential liability of such Credit Party)
to require additional forms and limits of insurance to, in Agent's opinion,
adequately protect both Agent's and Lenders' interests in all or any portion of
the Collateral and to ensure that each Credit Party is protected by insurance in
amounts and with coverage customary for its industry. If reasonably requested by
Agent, each Credit Party shall deliver to Agent from time to time a report of a
reputable insurance broker, reasonably satisfactory to Agent, with respect to
its insurance policies.

          (c) Each Credit Party shall deliver to Agent, in form and substance
reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and
business interruption insurance naming Agent, on behalf of itself and Lenders,
as loss payee, and (ii) all general liability and other liability policies
naming Agent, on behalf of itself and Lenders, as additional insured. Each
Credit Party irrevocably makes, constitutes and appoints Agent (and all
officers, employees or agents designated by Agent), so long as any Event of
Default has occurred and is continuing or the anticipated insurance proceeds
exceed $500,000, as such Credit Party's true and lawful agent and
attorney-in-fact for the purpose of making, settling and adjusting claims under
such "All Risk" policies of insurance, endorsing the name of such Credit Party
on any check or other item of payment for the proceeds of such "All Risk"
policies of insurance and for making all determinations and decisions with
respect to such "All Risk" policies of insurance. Agent shall have no duty to
exercise any rights or powers granted to it pursuant to the foregoing
power-of-attorney. Borrower Representative shall promptly notify Agent of any
loss, damage, or destruction to the Collateral in the amount of $250,000 or
more, whether or not covered by insurance. After deducting from such proceeds
(i) the expenses, if any, incurred by Agent in the collection or handling
thereof, and (ii) the amounts required to be paid to creditors (other than
Lenders) having Permitted Encumbrances, Agent may, at its option, apply such
proceeds to the reduction of the Obligations in accordance with Section 1.3(d)
(provided that in the case of insurance proceeds pertaining to any Credit Party
that is not a Borrower, such insurance proceeds shall be applied ratably to all
of the Loans owing by each Borrower), or permit or require the applicable Credit
Party to use such money, or any part thereof, to replace, repair, restore or
rebuild the Collateral in a diligent and expeditious manner with materials
and workmanship of substantially the same quality as existed before the
loss, damage or destruction. Notwithstanding the foregoing, if the casualty
giving rise to such insurance proceeds could not reasonably be expected to have
a Material Adverse Effect and such insurance proceeds do not exceed $500,000 in
the aggregate, Agent shall permit the applicable Credit Party to replace,
restore, repair or rebuild the property; provided that if such Credit Party
shall not have completed or entered into binding agreements to complete such
replacement, restoration, repair or rebuilding within 180 days of such casualty,
Agent may apply such insurance proceeds to the Obligations in accordance with
Section 1.3(d); provided, further, that in the case of insurance proceeds
pertaining to any Credit Party that is not a Borrower, such insurance proceeds
shall be applied ratably to all of the Loans owing by each Borrower. All
insurance proceeds that are to be made available to any Borrower to replace,
repair, restore or rebuild the Collateral shall be applied by Agent to reduce
the outstanding principal balance of the Revolving Loan of such Borrower (which
application shall not result in a permanent reduction of the Revolving Loan
Commitment) and upon such application, Agent shall establish a Reserve against
the separate Borrowing Base of the affected Borrower in an amount equal to the
amount of such proceeds so applied. All insurance proceeds made available to any
Credit Party that is not a Borrower to replace, repair,

                                       36





<PAGE>

restore or rebuild Collateral shall be deposited in a cash collateral account.
Thereafter, such funds shall be made available to that Borrower or Credit Party
to provide funds to replace, repair, restore or rebuild the Collateral as
follows: (i) Borrower Representative shall request a Revolving Credit Advance
or a release from the cash collateral account be made to such Borrower or
Credit Party in the amount requested to be released; (ii) so long as the
conditions set forth in Section 2.2 have been met, Revolving Lenders shall
make such Revolving Credit Advance or Agent shall release funds from the cash
collateral account; and (iii) in the case of insurance proceeds applied against
the Revolving Loan, the Reserve established with respect to such insurance
proceeds shall be reduced by the amount of such Revolving Credit Advance. To
the extent not used to replace, repair, restore or rebuild the Collateral,
such insurance proceeds shall be applied in accordance with Section 1.3(d);
provided that in the case of insurance proceeds pertaining to any Credit Party
that is not a Borrower, such insurance proceeds shall be applied ratably to
all of the Loans owing by each Borrower.

     5.5. Compliance with Laws. Each Credit Party shall comply with all federal,
state, local and foreign laws and regulations applicable to it, including those
relating to ERISA, labor laws and Environmental Laws and Environmental Permits,
except to the extent that the failure to comply, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

     5.6. Supplemental Disclosure. From time to time as may be reasonably
requested by Agent (which request will not be made more frequently than once
each year absent the occurrence and continuance of a Default or an Event of
Default) or at Credit Parties' election, the Credit Parties shall supplement
each Disclosure Schedule hereto, or any representation herein or in any other
Loan Document, with respect to any matter hereafter arising that, if existing or
occurring at the date of this Agreement, would have been required to be set
forth or described in such Disclosure Schedule or as an exception to such
representation or that is necessary to correct any information in such
Disclosure Schedule or representation which has been rendered inaccurate thereby
(and, in the case of any supplements to any Disclosure Schedule, such Disclosure
Schedule shall be appropriately marked to show the changes made therein);
provided that (a) except as provided below, no such supplement to any such
Disclosure Schedule or representation shall amend, supplement or otherwise
modify any Disclosure Schedule or representation, or be or be deemed a waiver of
any Default or Event of Default resulting from the matters disclosed therein,
except as consented to by Agent and Requisite Lenders in writing, and (b) no
supplement shall be required or permitted as to representations and warranties
that relate solely to the Closing Date. Borrowers shall be permitted to amend
the Disclosure Schedules to this Agreement in contemplation of the Acquisition
to become effective on the Acquisition Closing Date if the information contained
in any such Disclosure Schedule is no longer true and correct (x) solely due to
Borrowers giving effect to the Acquisition, or (y) as a result of the new
effective date of the representation to which the Disclosure Schedule relates
becoming the Acquisition Closing Date as provided for pursuant to the last
paragraph of Section 3, but only if the new information disclosed would not have
otherwise given rise to a Default or Event of Default.

     5.7. Intellectual Property. Each Credit Party will conduct its business and
affairs without infringement of or interference with any Intellectual Property
of any other Person in any material respect and shall comply in all material
respects with the terms of its Licenses.


                                       37





<PAGE>

     5.8. Environmental Matters. Each Credit Party shall and shall cause each
Person within its control to: (a) conduct its operations and keep and maintain
its Real Estate in compliance with all Environmental Laws and Environmental
Permits other than noncompliance that could not reasonably be expected to have a
Material Adverse Effect; (b) implement any and all investigation, remediation,
removal and response actions that are appropriate or necessary to comply with
Environmental Laws and Environmental Permits pertaining to the presence,
generation, treatment, storage, use, disposal, transportation or Release of any
Hazardous Material on, at, in, under, above, to, from or about any of its Real
Estate; (c) notify Agent promptly after such Credit Party becomes aware of any
violation of Environmental Laws or Environmental Permits or any Release on, at,
in, under, above, to, from or about any Real Estate that is reasonably likely to
result in Environmental Liabilities in excess of $25,000; and (d) promptly
forward to Agent a copy of any order, notice, request for information or any
written communication or report received by such Credit Party in connection with
any such violation or Release or any other matter relating to any Environmental
Laws or Environmental Permits that could reasonably be expected to result in
Environmental Liabilities in excess of $25,000, in each case whether or not the
Environmental Protection Agency or any Governmental Authority has taken or
threatened any action in connection with any such violation, Release or other
matter. If Agent at any time has a reasonable basis to believe that there may be
a violation of any Environmental Laws or Environmental Permits by any Credit
Party or any Environmental Liability arising thereunder, or a Release of
Hazardous Materials on, at, in, under, above, to, from or about any of its Real
Estate, that, in each case, could reasonably be expected to have a Material
Adverse Effect, then each Credit Party shall, upon Agent's written request, and
subject to the requirements and restrictions imposed by any Person from which
such Credit Party leases the applicable Real Estate, (i) cause the performance
of such environmental audits including subsurface sampling of soil and
groundwater, and preparation of such environmental reports, at Borrowers'
expense, as Agent may from time to time reasonably request, which shall be
conducted by reputable environmental consulting firms reasonably acceptable to
Agent and shall be in form and substance reasonably acceptable to Agent, and
(ii) permit Agent or its representatives to have reasonable access to all Real
Estate for the purpose of conducting such environmental audits and testing as
Agent deems appropriate, including subsurface sampling of soil and groundwater.
Borrowers shall reimburse Agent for the costs of such audits and tests and the
same will constitute a part of the Obligations secured hereunder.

     5.9. Landlords' Agreements, Mortgagee Agreements, Bailee Letters and Real
Estate Purchases. Each Credit Party shall obtain a landlord's agreement,
mortgagee agreement or bailee letter, as applicable, from the lessor of each
leased property, mortgagee of owned property or bailee with respect to any
warehouse, processor or converter facility or other location where Collateral is
stored or located, which agreement or letter shall contain a waiver or
subordination of all Liens or claims that the landlord, mortgagee or bailee may
assert against the Collateral at that location, and shall otherwise be
reasonably satisfactory in form and substance to Agent. With respect to such
locations or warehouse space leased or owned as of the Closing Date and
thereafter, if Agent has not received a landlord or mortgagee agreement or
bailee letter as of the Closing Date (or, if later, as of the date such location
is acquired or leased), any Borrower's Eligible Inventory at that location
shall, in Agent's discretion, be excluded from the Borrowing Base or be subject
to such Reserves as may be established by Agent in its reasonable credit
judgment. After the Closing Date, no real property or warehouse space shall be
leased by any Credit Party and no Inventory shall be shipped to a processor or
converter under


                                       38





<PAGE>

arrangements established after the Closing Date without the prior written
consent of Agent (which consent, in Agent's discretion, may be conditioned upon
the exclusion from the Borrowing Base of Eligible Inventory at that location or
the establishment of Reserves acceptable to Agent) or, unless and until a
reasonably satisfactory landlord agreement or bailee letter, as appropriate,
shall first have been obtained with respect to such location. Each Credit Party
shall timely and fully pay and perform its obligations under all leases and
other agreements with respect to each leased location or public warehouse where
any Collateral is or may be located. To the extent otherwise permitted
hereunder, if any Credit Party proposes to acquire a fee ownership interest in
Real Estate after the Closing Date, it shall first provide to Agent a mortgage
or deed of trust granting Agent a first priority Lien on such Real Estate,
together with environmental audits, mortgage title insurance commitment, real
property survey, local counsel opinion(s), and, if required by Agent,
supplemental casualty insurance and flood insurance, and such other documents,
instruments or agreements reasonably requested by Agent, in each case, in form
and substance reasonably satisfactory to Agent. With respect to the Real Estate
located in Long Island City, New York, the applicable Credit Party shall provide
to Agent on or before August 31, 2003 a mortgage granting Agent a first priority
Lien on such Real Estate to secure Indebtedness in an amount equal to the Fair
Market Value of such Real Estate at such time; provided, however, Agent shall
not require any Lien on such Real Estate if a Lien on such Real Estate has been
granted prior to such date in accordance with the provisions of Section
6.7(c)(iv).

     5.10. Further Assurances. Each Credit Party executing this Agreement agrees
that it shall and shall cause each other Credit Party to, at such Credit Party's
expense and upon request of Agent, duly execute and deliver, or cause to be duly
executed and delivered, to Agent such further instruments and do and cause to be
done such further acts as may be necessary or proper in the reasonable opinion
of Agent to carry out more effectively the provisions and purposes of this
Agreement and each Loan Document.

6.   NEGATIVE COVENANTS

          Each Credit Party executing this Agreement jointly and severally
agrees as to all Credit Parties that from and after the date hereof until the
Termination Date:

     6.1. Mergers, Subsidiaries, Etc. No Credit Party shall directly or
indirectly, by operation of law or otherwise, (a) except as otherwise permitted
in connection with a Permitted Acquisition, form any Subsidiary, or (b) merge
with, consolidate with, acquire all or substantially all of the assets or Stock
of, or otherwise combine with or acquire, any Person, except that subject to
satisfaction with the Acquisition Conditions, SMP may consummate the Acquisition
and any Borrower may merge with another Borrower and any other Credit Party may
merge into any Borrower, provided that Borrower Representative shall be the
survivor of any such merger to which it is a party. Notwithstanding the
foregoing clause (b) and subject to the second to last paragraph in this Section
6.1, commencing two years following the closing of the Acquisition, any
Borrower, may acquire or, subject to the next paragraph of this Section 6.1,
form a Subsidiary to acquire, all or substantially all of the assets or Stock of
any Person (the "Target") (in each case, a "Permitted Acquisition") subject to
the satisfaction of each of the following conditions.


                                       39





<PAGE>

               (i) Agent shall receive at least fifteen (15) Business Days'
prior written notice of such proposed Permitted Acquisition, which notice shall
include a reasonably detailed description of such proposed Permitted
Acquisition;

               (ii) such Permitted Acquisition shall only involve assets
comprising a business, or those assets of a business, of the types engaged in by
Borrowers as of the Closing Date, and which business would not subject Agent or
any Lender to regulatory or third party approvals in connection with the
exercise of its rights and remedies under this Agreement or any other Loan
Documents other than approvals applicable to the exercise of such rights and
remedies with respect to Borrowers prior to such Permitted Acquisition;

               (iii) such Permitted Acquisition shall be consensual and shall
have been approved by the Target's board of directors;

               (iv) the purchase price consideration (inclusive of any
assumption of liabilities) shall not exceed $5,000,000 with respect to any
Permitted Acquisition and $25,000,000 for all such Permitted Acquisitions;

               (v) Concurrently with delivery of the notice referred to in
clause (i) above, with respect to any Permitted Acquisition, Borrowers shall
have delivered to Agent, in form and substance reasonably satisfactory to Agent:

                    (A) a pro forma consolidated balance sheet, income statement
          and cash flow statement of Borrowers and their respective Subsidiaries
          (the "Acquisition Pro Forma"), based on recent financial statements,
          which shall be complete and shall fairly present in all material
          respects the assets, liabilities, financial condition and results of
          operations of Borrowers and their respective Subsidiaries in
          accordance with GAAP consistently applied, but taking into account
          such Permitted Acquisition and the funding of all Loans in connection
          therewith, and such Acquisition Pro Forma shall reflect that (x)
          average daily Borrowing Availability of all Borrowers for the 30-day
          period preceding the consummation of such Permitted Acquisition would
          have exceeded the greater of (i) 7.5% of the Maximum Amount, and (ii)
          $22,875,000 on a pro forma basis (after giving effect to such
          Permitted Acquisition and all Loans funded in connection therewith as
          if made on the first day of such period) and (y) on a pro forma basis,
          no Event of Default has occurred and is continuing or would result
          after giving effect to such Permitted Acquisition;

                    (B) updated versions of the most recently delivered
          Projections covering the 1-year period commencing on the date of such
          Permitted Acquisition and otherwise prepared in accordance with the
          Projections (the "Acquisition Projections") and based upon historical
          financial data of a recent date reasonably satisfactory to Agent,
          taking into account such Permitted Acquisition; and

                    (C) a certificate of the chief financial officer or
          treasurer of each Borrower to the effect that: (w) each Borrower
          (after taking into consideration all rights of contribution and
          indemnity such Borrower has against


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<PAGE>

          each other Subsidiary of each Borrower) will be Solvent upon the
          consummation of the Permitted Acquisition; (x) the Acquisition Pro
          Forma fairly presents the financial condition of Borrowers (on a
          consolidated basis) as of the date thereof after giving effect to the
          Permitted Acquisition; (y) the Acquisition Projections are reasonable
          estimates of the future financial performance of Borrowers subsequent
          to the date thereof based upon the historical performance of Borrowers
          and the Target and show that Borrowers shall continue to be in
          compliance with the financial covenants set forth in Annex G for the
          3-year period thereafter; and (z) Borrowers have completed their due
          diligence investigation with respect to the Target and such Permitted
          Acquisition, which investigation was conducted in a manner similar to
          that which would have been conducted by a prudent purchaser of a
          comparable business and the results of which investigation were
          delivered to Agent and Lenders;

               (vi) on or prior to the date of such Permitted Acquisition, Agent
shall have received copies of the acquisition agreement and related agreements
and instruments, and all opinions, certificates, lien search results and other
documents relating thereto; and

               (vii) at the time of such Permitted Acquisition and after giving
effect thereto, (x) Borrowing Availability of all Borrowers exceeds the greater
of (i) 7.5% of the Maximum Amount, and (ii) $22,875,000 and (y) no Default or
Event of Default has occurred and is continuing.

          Notwithstanding the foregoing, (a) the Accounts, Inventory, Equipment
and Real Estate of the Target shall not be included in Eligible Accounts,
Eligible Inventory, Eligible Equipment and Eligible Real Estate until (x) Agent
determines, on the basis of any field examinations and appraisals conducted by
it in connection with such Permitted Acquisition, the appropriate advance rates
and Reserves applicable thereto and (y) such assets become subject to the first
priority perfected security interests of Agent and otherwise meet the
eligibility criteria which apply to such assets and (b) whether or not the
assets thereof become part of the Borrowing Base, if a new Subsidiary is formed
in connection with any Permitted Acquisition, or, if the Permitted Acquisition
is of Stock of a Person which, upon consummation thereof, would become a
Subsidiary, such Subsidiary shall (i) if a domestic Subsidiary, (x) become a
Credit Party hereunder, (y) enter into a guaranty and a security agreement, each
in form and substance identical to the Subsidiary Guaranty and the Security
Agreement, and (z) take such other action as may be reasonably requested by
Agent to have the assets of such Subsidiary become subject to the first priority
perfected security interests of Agent, and (ii) if a foreign Subsidiary, take
such action as may be reasonably requested by Agent to have 51% of the Stock of
such foreign Subsidiary to be pledged to Agent and subject to the first priority
perfected security interest of Agent; provided that if such foreign Subsidiary
is a "check the box" subsidiary, 100% of the stock shall be pledged to Agent and
subject to the first priority perfected security interest of Agent.

          In addition, notwithstanding the foregoing two year period
restriction, Borrowers shall be permitted to acquire the Canadian or Mexican
operations of Dana Corporation's Aftermarket Engine Management Division prior to
the second anniversary of the Acquisition Closing Date provided that (i) the
purchase price consideration (inclusive of any assumption of


                                       41





<PAGE>

liabilities and any deferred purchase price) from either or both acquisitions
does not reduce the amount available to be borrowed by Borrowers under the
Revolving Loan facility by more than $3,500,000 from the amounts available to be
borrowed without giving effect to the Closing of either or both acquisitions,
(ii) no Default or Event of Default has occurred and is continuing or would
occur as a result of such proposed acquisition, and (iii) each such acquisition
otherwise complies with the provisions of this Section 6.1.

          After the earlier of (x) June 30, 2003 or (y) the day upon which the
Borrower Representative notifies Agent that the Acquisition Agreement has been
terminated, in the event the Acquisition has not occurred, then the provisions
of Section 6.1 of the Original Credit Agreement (as set forth on Schedule 6.1)
shall be the operative provisions for purposes of this Agreement.

     6.2. Investments; Loans and Advances. Except as otherwise expressly
permitted by this Section 6, no Credit Party shall make or permit to exist any
investment in, or make, accrue or permit to exist loans or advances of money to,
any Person, through the direct or indirect lending of money, holding of
securities or otherwise, except that: (a) Borrowers may hold investments
comprised of notes payable, or stock or other securities issued by Account
Debtors to any Borrower pursuant to negotiated agreements with respect to
settlement of such Account Debtor's Accounts in the ordinary course of business,
so long as the aggregate amount of such Accounts so settled by Borrowers does
not exceed, without the prior written approval of Agent, $1,500,000, plus those
in existence on the Closing Date which are set forth on Disclosure Schedule
(6.2); (b) each Credit Party may maintain its existing investments in its
Subsidiaries, and joint ventures identified on Disclosure Schedule (6.2), as of
the Closing Date plus up to the sum of $5,000,000 during each Fiscal Year (with
respect to such joint ventures), so long as after giving effect thereto (x)
Borrowing Availability of all Borrowers exceeds $16,000,000 and (y) no Default
or Event of Default has occurred and is continuing; (c) SI and SMP HK may
maintain deposits of cash and investments in cash equivalents in an amount not
to exceed $10,000,000 at anytime in the case of SI and $5,000,000 in the case of
SMP HK; (d) MCC may maintain deposits of cash and investments in cash
equivalents in an amount not to exceed at any time the sum of $3,000,000; (e)
Borrowers may make overnight investments of credit balances with respect to
Index Rate Loans in Permitted Overnight Investments; (f) Borrowers may make
loans to its Subsidiaries, so long as after giving effect thereto (x) Borrowing
Availability of all Borrowers exceeds $16,000,000 and (y) no Default or Event of
Default has occurred and is continuing, up to the sum of $20,000,000 at any time
outstanding in the aggregate, less the amount of loans converted to equity
pursuant to clause (h) hereinbelow; (g) Borrowers may increase their investments
in Subsidiaries, and/or purchase a minority stock interest in other entities,
not earlier than fifteen (15) Business Days after delivering to Agent a notice
similar to that required under Section 6.1(a)(i) together with financial
statements substantially similar to an Acquisition Pro Forma described in
Section 6.1(a)(iv)(A) indicating that (x) average daily Borrowing Availability
of all Borrowers for the 30-day period preceding the consummation of such
investment would have exceeded $16,000,000 on a pro forma basis (after giving
effect to such investment and all Loans funded in connection therewith as if
made on the first day of such period) and (y) on a pro forma basis, no Event of
Default has occurred and is continuing or would result after giving effect to
such investment, and (h) Borrowers may convert to equity up to an aggregate
amount of $5,000,000 of loans due from Subsidiaries. In the event the Borrower
Representative notifies Agent that the Acquisition Agreement has been terminated
and the


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<PAGE>

Revolving Loan Commitments of the Tranche B Revolving Loan Lenders have been
reduced to $0, then all references to "$16,000,000" in this Section 6.2 shall be
amended to read "$11,500,000".

     6.3. Indebtedness.

          (a) No Credit Party shall create, incur, assume or permit to exist any
Indebtedness, except (without duplication) (i) Indebtedness secured by purchase
money security interests and Capital Leases permitted in Section 6.7(c) or as
otherwise permitted in Section 6.7(c), (ii) the Loans and the other Obligations,
(iii) unfunded pension fund and other employee benefit plan obligations and
liabilities to the extent they are permitted to remain unfunded under applicable
law, (iv) existing Indebtedness described in Disclosure Schedule (6.3) and
refinancings thereof or amendments or modifications thereto that do not have the
effect of increasing the principal amount thereof or changing the amortization
thereof (other than to extend the same) and that are otherwise on terms and
conditions no less favorable to any Credit Party, Agent or any Lender, as
determined by Agent, than the terms of the Indebtedness being refinanced,
amended or modified, (v) Indebtedness consisting of intercompany loans and
advances made by SMP Canada or any Borrower to any other Borrower or to SMP
Canada as the case may be; provided, that: (A) each Borrower and SMP Canada
shall have executed and delivered to each other Borrower or SMP Canada as the
case may be, on the Closing Date, a demand note (collectively, the "Intercompany
Notes") to evidence any such intercompany Indebtedness owing at any time by such
Borrower or SMP Canada to such other Borrowers or SMP Canada, as the case may
be, which Intercompany Notes shall be in form and substance reasonably
satisfactory to Agent and shall be pledged and delivered to Agent pursuant to
the applicable Pledge Agreement or Security Agreement as additional collateral
security for the Obligations; (B) each Borrower and SMP Canada shall record all
intercompany transactions on its books and records in a manner reasonably
satisfactory to Agent; (C) the obligations of each Borrower and SMP Canada under
any such Intercompany Notes shall be subordinated to the Obligations of such
Borrower or SMP Canada hereunder in a manner reasonably satisfactory to Agent;
(D) at the time any such intercompany loan or advance is made by any Borrower to
any other Borrower or SMP Canada and after giving effect thereto, each such
Borrower shall be Solvent; (E) no Default or Event of Default would occur and be
continuing after giving effect to any such proposed intercompany loan; and (F)
in the case of any intercompany Indebtedness, the Borrower advancing such funds
shall have Borrowing Availability under its separate Borrowing Base of not less
than (x) $1,850,000 in the case of SMP, (y) $350,000 in the case of SI and (z)
$50,000 in the case of MCC, each after giving effect to such intercompany loan,
(vi) Indebtedness consisting of intercompany loans and advances made by a
Subsidiary of any Credit Party which is not itself a Credit Party to any other
Credit Party, (vii) Subordinated Debt to Dana Corporation on and after the
Acquisition, and (viii) after the Acquisition Closing Date, Capital Leases to
the extent they are permitted in Section 6.7(a).

          (b) No Credit Party shall, directly or indirectly, voluntarily
purchase, redeem, defease or prepay any principal of, premium, if any, interest
or other amount payable in respect of any Indebtedness prior to its scheduled
maturity, other than (i) the Obligations; (ii) Indebtedness secured by a
Permitted Encumbrance if the asset securing such Indebtedness has been sold or
otherwise disposed of in accordance with Sections 6.8(b) or (c); (iii)
Indebtedness


                                       43





<PAGE>

permitted by Section 6.3(a)(iv) upon any refinancing thereof in accordance with
Section 6.3(a)(iv); and (iv) as otherwise permitted in Section 6.14.

     6.4. Employee Loans and Affiliate Transactions.

          (a) Except as otherwise expressly permitted in this Section 6 with
respect to Affiliates, no Credit Party shall enter into or be a party to any
transaction with any other Credit Party or any Affiliate thereof except in the
ordinary course of and pursuant to the reasonable requirements of such Credit
Party's business and upon fair and reasonable terms that are no less favorable
to such Credit Party than would be obtained in a comparable arm's length
transaction with a Person not an Affiliate of such Credit Party. In addition, if
any such transaction or series of related transactions not otherwise permitted
under Article 6 involves payments in excess of $50,000 for any single
transaction or $250,000 in the aggregate for all Credit Parties, the terms of
these transactions must be disclosed in advance to Agent and Lenders. All such
transactions existing as of the date hereof are described in Disclosure Schedule
(6.4(a)).

          (b) No Credit Party shall enter into any lending or borrowing
transaction with any employees of any Credit Party, except (i) loans to its
respective employees in the ordinary course of business consistent with past
practices for travel and entertainment expenses, (ii) loans to its respective
employees in an amount not to exceed for each employee 25% of the employee's
compensation to finance such employee's purchase of SMP Stock, (iii) loans to
executive officers to finance their purchase of SMP Stock in which under Credit
Parties' policies such officers are to have invested at any time an amount equal
to 50% of their current compensation, and (iv) loans to employees who have been
relocated at a Credit Party's request to assist them in financing the purchase
of a new residence and related moving expenses pending the sale of their former
residence, not to exceed, in the aggregate with respect to all such employee or
executive officer loans described in clauses (i), (ii), (iii) and (iv) of this
subsection (b), a maximum of $500,000 to any employee or executive officer and
up to a maximum of $2,000,000 in the aggregate at any one time outstanding for
all employees and executive officers.

     6.5. Capital Structure and Business. No Credit Party shall (a) make any
changes in any of its business objectives, purposes or operations that could
reasonably be expected to have or result in a Material Adverse Effect, (b) make
any change in its capital structure as described in Disclosure Schedule (3.8),
including the issuance or sale of any shares of Stock, warrants or other
securities convertible into Stock or any revision of the terms of its
outstanding Stock; provided that (i) any Credit Party may issue or sell shares
of its stock to any other Credit Party, (ii) SMP may buy or sell shares of its
Stock for cash so long as (x) the proceeds thereof are applied in prepayment of
the Obligations as required by Section 1.3(b)(iii), and (y) no Change of Control
occurs after giving effect thereto, and (iii) SMP may issue shares of its Stock
to Seller (or its designee) as part of the purchase price in connection with the
Acquisition, or (c) amend its charter or bylaws in a manner that would adversely
affect Agent or Lenders or such Credit Party's duty or ability to repay the
Obligations. No Credit Party shall engage in any business other than the
businesses currently engaged in by it or businesses reasonably related thereto.

     6.6. Guaranteed Indebtedness. No Credit Party shall create, incur, assume
or permit to exist any Guaranteed Indebtedness except (a) by endorsement of
instruments or items of payment for deposit to the general account of any Credit
Party, and (b) for Guaranteed


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<PAGE>

Indebtedness incurred for the benefit of any other Credit Party if the primary
obligation is expressly permitted by this Agreement other than Indebtedness, if
any, of a Target (including the operations of the business which is the subject
of the Acquisition) existing at the time such Target is acquired.

     6.7. Liens. No Credit Party shall create, incur, assume or permit to exist
any Lien on or with respect to its Accounts or any of its other properties or
assets (whether now owned or hereafter acquired) except for (a) Permitted
Encumbrances; (b) Liens in existence on the date hereof and summarized on
Disclosure Schedule (6.7) securing the Indebtedness described on Disclosure
Schedule (6.3) and permitted refinancings, extensions and renewals thereof,
including extensions or renewals of any such Liens; provided that the principal
amount of the Indebtedness so secured is not increased and the Lien does not
attach to any other property; and (c) Liens created after the date hereof (i) by
conditional sale or other title retention agreements (including Capital Leases),
(ii) in connection with purchase money Indebtedness with respect to Equipment,
Fixtures and Real Estate acquired by any Credit Party in the ordinary course of
business, involving the incurrence of an aggregate amount of purchase money
Indebtedness and Capital Lease Obligations of not more than $10,000,000
outstanding at any one time for all such Liens, (iii) solely to secure purchase
money Indebtedness of not more than $5,500,000 incurred in connection with the
acquisition of Real Estate, Equipment and other assets from SAGEM, Inc., a South
Carolina corporation, upon the Real Estate acquired from SAGEM, Inc. (provided
that all such Liens described in this subsection 6.7(c)(ii) and (iii) attach
only to the assets subject to such purchase money debt and such Indebtedness is
incurred within 20 days following such purchase and does not exceed 100% of the
purchase price of the subject assets) or (iv) Liens upon the Real Estate of SMP
located in Long Island City, New York (provided that such Liens are granted in
connection with the incurrence of mortgage financing (A) in amounts not less
than 50% of the appraised value of thereof (as indicated in an appraisal in form
and substance satisfactory to Agent by an appraiser reasonably satisfactory to
Agent), (B) upon terms and conditions reasonably satisfactory to Agent and (C)
where the mortgagee has entered into a mortgagee waiver and consent with Agent
in form and substance satisfactory to Agent, and Agent shall subordinate any
Liens it may have upon such Real Estate in Long Island City to the Liens on such
Real Estate of the mortgagee.

     6.8. Sale of Stock and Assets. No Credit Party shall sell, transfer,
convey, assign or otherwise dispose of any of its properties or other assets,
including the Stock of any of its Subsidiaries (whether in a public or a private
offering or otherwise) or any of its Accounts, other than (a) the sale of
Inventory in the ordinary course of business, and (b) the sale, transfer,
conveyance or other disposition by a Credit Party of Equipment, Fixtures or Real
Estate that are obsolete or no longer used or useful in such Credit Party's
business and having a net book value, not exceeding $2,000,000 in the aggregate
in any Fiscal Year; (c) other Equipment and Fixtures having a net book value not
exceeding $5,000,000 in the aggregate in any Fiscal Year (d) the sale of
approximately 8 acres of vacant land located in Coppell, Texas; (e) licenses of
Intellectual Property for uses not pursued by Credit Parties or in geographic
markets not served by Credit Parties or in order to enable a supplier to
manufacture Inventory for a Credit Party as long as the proceeds from such
licenses are remitted to Agent for application to the Loans; (f) the sale of any
SunTrust Drafts pursuant to the AutoZone/SunTrust Program; and (g) the sale to
Seller (or its designee) of Accounts generated by the Aftermarket Engine
Management Division purchased from Seller as a one time adjustment to the
Purchase Price (as defined in Annex D-2) pursuant to


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<PAGE>

Section 3.3(h)(ii) of the Acquisition Agreement as in effect on the Closing
Date. With respect to any disposition of assets or other properties permitted
pursuant to clauses (b), (c) and (d) above, subject to Section 1.3(b), Agent
agrees on reasonable prior written notice to release its Lien on such assets or
other properties in order to permit the applicable Credit Party to effect such
disposition and shall execute, if necessary, and deliver to Borrowers, at
Borrowers' expense, appropriate UCC-3 termination statements and other releases
as reasonably requested by Borrowers.

     6.9. ERISA. No Credit Party shall, or shall cause or permit any ERISA
Affiliate to, cause or permit to occur (i) an event that could result in the
imposition of a Lien under Section 412 of the IRC or Section 302 or 4068 of
ERISA or (ii) cause or permit to occur an ERISA Event to the extent such ERISA
Event could reasonably be expected to have a Material Adverse Effect.

     6.10. Financial Covenants. Borrowers shall not breach or fail to comply
with any of the Financial Covenants.

     6.11. Hazardous Materials. No Credit Party shall cause or permit a Release
of any Hazardous Material on, at, in, under, above, to, from or about any of the
Real Estate where such Release would (a) violate in any respect, or form the
basis for any Environmental Liabilities under, any Environmental Laws or
Environmental Permits or (b) otherwise adversely impact the value or
marketability of any of the owned Real Estate or any of the Collateral, other
than such violations or Environmental Liabilities that could not reasonably be
expected to have a Material Adverse Effect.

     6.12. Sale-Leasebacks. No Credit Party shall engage in any sale-leaseback,
synthetic lease or similar transaction involving any of its assets.

     6.13. Cancellation of Indebtedness. No Credit Party shall cancel any claim
or debt owing to it, except for reasonable consideration negotiated on an arm's
length basis and in the ordinary course of its business consistent with past
practices.

     6.14. Restricted Payments. No Credit Party shall make any Restricted
Payment, except (a) intercompany loans and advances between Borrowers to the
extent permitted by Section 6.3, (b) dividends and distributions by Subsidiaries
of any Borrower paid to such Borrower, (c) employee loans permitted under
Section 6.4(b), (d) payments of principal and interest of Intercompany Notes
issued in accordance with Section 6.3 and, to the extent not prohibited by any
applicable subordination provisions, payments of interest on Subordinated Debt;
(e) prior to the Acquisition Closing Date, subject to the proviso which follows,
SMP may (i) pay cash dividends, (ii) make payments on account of the purchase or
redemption of its common stock, and (iii) at any date following three (3) months
from the Closing Date make payments to repurchase subordinated debentures
pursuant to the terms of the Indenture in an amount not to exceed $20,000,000 in
the aggregate during the term of this Agreement; provided, that (i) no Default
or Event of Default has occurred and is continuing or would result after giving
effect to any Restricted Payment pursuant to clause (e) above, (ii) Borrowers
collectively shall have Borrowing Availability of at least $11,500,000 after
giving effect to any Restricted Payment pursuant to clause (e) above; and (iii)
the timing of the Restricted Payments referred to in clause (e) above shall be
set at dates that permit the delivery of Financial Statements necessary to


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<PAGE>

determine current compliance with the Financial Covenants prior to each such
payment; and (f) on and after the Acquisition Closing Date, subject to the
provisos which follow in each of subsections (i) and (ii) below, SMP may (i) pay
cash dividends up to $9,000,000 in any twelve (12) month period provided that
(x) Borrowers shall have Excess Formula Availability on a pro forma basis of not
less than the greater of (1) five percent (5%) of the Maximum Amount or (2)
$15,250,000 and (y) no Default or Event of Default shall have occurred and be
continuing or would occur as a result of the payment of such cash dividend, and
(ii) beginning on July 1, 2004, make payments on account of the purchase or
redemption of its common stock, or repurchase subordinated debentures pursuant
to the terms of the Indenture, or repurchase unsecured subordinated indebtedness
owing to Seller in connection with the Acquisition, provided that (x) the
aggregate cash utilized to effectuate such purchases or redemptions shall not
exceed $20,000,000 during the term of this Agreement (such dollar amount to be
reduced by repurchases under Section 6.14(e)), (y) Borrowers shall have Excess
Formula Availability on a pro forma basis of not less than the greater of (1)
ten percent (10%) of the Maximum Amount or (2) $30,500,000, and (z) no Default
or Event of Default shall have occurred and be continuing or would occur as a
result of such purchases or redemptions.

     6.15. Change of Corporate Name, State of Incorporation or Location; Change
of Fiscal Year. No Credit Party shall (a) change its corporate name or trade
name or (b) change its chief executive office, principal place of business,
corporate offices or warehouses or locations at which Collateral is held or
stored, or the location of its records concerning the Collateral, in each case
without at least thirty (30) days prior written notice to Agent and after
Agent's written acknowledgment that any reasonable action requested by Agent in
connection therewith, including to continue the perfection of any Liens in favor
of Agent, on behalf of Lenders, in any Collateral, has been completed or taken,
and provided that any such new location shall be in the continental United
States or, with respect to SMP Canada, Canada. No Credit Party shall change its
Fiscal Year.

     6.16. No Impairment of Intercompany Transfers. No Credit Party shall
directly or indirectly enter into or become bound by any agreement, instrument,
indenture or other obligation (other than this Agreement and the other Loan
Documents) that could directly or indirectly restrict, prohibit or require the
consent of any Person with respect to the payment of dividends or distributions
or the making or repayment of intercompany loans by a Subsidiary of any Borrower
to any Borrower or between Borrowers.

     6.17. No Speculative Transactions. No Credit Party shall engage in any
transaction involving commodity options, futures contracts or similar
transactions, except solely to hedge against fluctuations in the prices of
commodities owned or purchased by it and the values of foreign currencies
receivable or payable by it and interest swaps, caps or collars, so long as such
proposed hedging transaction is upon prior notice of same to Agent and the
agreements effectuating such proposed hedging transaction are satisfactory to
Agent in form and substance.

     6.18. Leases. No Credit Party shall enter into any operating lease for
Equipment or Real Estate, if the aggregate of all such operating lease payments
payable in any Fiscal Year for all Credit Parties on a consolidated basis would
exceed One Hundred and Twenty percent (120%) of the aggregate of all such
payments in the prior Fiscal Year.


                                       47





<PAGE>

     6.19. Changes Relating to Subordinated Debt; Material Contracts.

          (a) No Credit Party shall change or amend the terms of any
Subordinated Debt (or any indenture or agreement in connection therewith) if the
effect of such amendment is to: (a) increase the interest rate on such
Subordinated Debt; (b) change the dates upon which payments of principal or
interest are due on such Subordinated Debt other than to extend such dates; (c)
change any default or event of default other than to delete or make less
restrictive any default provision therein, or add any covenant with respect to
such Subordinated Debt; (d) change the redemption or prepayment provisions of
such Subordinated Debt other than to extend the dates therefor or to reduce the
premiums payable in connection therewith; (e) grant any security or collateral
to secure payment of such Subordinated Debt; or (f) change or amend any other
term if such change or amendment would materially increase the obligations of
the Credit Party thereunder or confer additional material rights on the holder
of such Subordinated Debt in a manner adverse to any Credit Party, Agent or any
Lender.

          (b) No Credit Party shall change or amend the terms of any of purchase
or sale agreement involving the acquisition or disposition of any business of
such Credit Party relating to indemnity provisions or deferred purchase
payments.

     6.20. Inactive Subsidiaries. None of the Credit Parties or their
Subsidiaries identified on Disclosure Schedule (3.8) as "inactive" shall engage
in any trade or business, or own any assets (other than Stock of their
Subsidiaries) or incur any Indebtedness or Guaranteed Indebtedness (other than
the Obligations).

7.   TERM

     7.1. Termination. The financing arrangements contemplated hereby shall be
in effect until the Commitment Termination Date, and the Loans and all other
Obligations shall be automatically due and payable in full on such date.

     7.2. Survival of Obligations Upon Termination of Financing Arrangements.
Except as otherwise expressly provided for in the Loan Documents, no termination
or cancellation (regardless of cause or procedure) of any financing arrangement
under this Agreement shall in any way affect or impair the obligations, duties
and liabilities of the Credit Parties or the rights of Agent and Lenders
relating to any unpaid portion of the Loans or any other Obligations, due or not
due, liquidated, contingent or unliquidated, or any transaction or event
occurring prior to such termination, or any transaction or event, the
performance of which is required after the Commitment Termination Date. Except
as otherwise expressly provided herein or in any other Loan Document, all
undertakings, agreements, covenants, warranties and representations of or
binding upon the Credit Parties, and all rights of Agent and each Lender, all as
contained in the Loan Documents, shall not terminate or expire, but rather shall
survive any such termination or cancellation and shall continue in full force
and effect until the Termination Date; provided, that the provisions of Section
11, the payment obligations under Sections 1.15 and 1.16, and the indemnities
contained in the Loan Documents shall survive the Termination Date.

8.   EVENTS OF DEFAULT; RIGHTS AND REMEDIES


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<PAGE>

     8.1. Events of Default. The occurrence of any one or more of the following
events (regardless of the reason therefor) shall constitute an "Event of
Default" hereunder:

          (a) Any Borrower (i) fails to make any payment of principal of, or
interest on, or Fees owing in respect of, the Loans or any of the other
Obligations when due and payable, or (ii) fails to pay or reimburse Agent or
Lenders for any expense reimbursable hereunder or under any other Loan Document
within ten (10) days following Agent's demand for such reimbursement or payment
of expenses.

          (b) Any Credit Party fails or neglects to perform, keep or observe any
of the provisions of Sections 1.4, 1.8, 5.4(a) or 6, or any of the provisions
set forth in Annexes C or G, respectively.

          (c) Any Borrower fails or neglects to perform, keep or observe any of
the provisions of Section 4 or any provisions set forth in Annexes E or F,
respectively, and the same shall remain unremedied for three (3) days or more.

          (d) Any Credit Party fails or neglects to perform, keep or observe any
other provision of this Agreement or of any of the other Loan Documents (other
than any provision embodied in or covered by any other clause of this Section
8.1) and the same shall remain unremedied for thirty (30) days or more.

          (e) A default or breach occurs under any other agreement, document or
instrument to which any Credit Party is a party that is not cured or waived
within any applicable grace period therefor, and such default or breach (i)
involves the failure to make any payment when due in respect of any Indebtedness
or Guaranteed Indebtedness (other than the Obligations) of any Credit Party in
excess of $500,000 in the aggregate (including (x) undrawn committed or
available amounts and (y) amounts owing to all creditors under any combined or
syndicated credit arrangements), or (ii) causes, or permits any holder of such
Indebtedness or Guaranteed Indebtedness or a trustee to cause, Indebtedness or
Guaranteed Indebtedness or a portion thereof in excess of $500,000 in the
aggregate to become due prior to its stated maturity or prior to its regularly
scheduled dates of payment, or cash collateral in respect thereof to be
demanded, in each case, regardless of whether such default is waived beyond any
applicable cure period, or such right is exercised, by such holder or trustee.

          (f) Any information contained in any Borrowing Base Certificate is
untrue or incorrect in any respect (other than inadvertent, immaterial errors
not exceeding $50,000 in the aggregate in any Borrowing Base Certificate), or
any representation or warranty herein or in any Loan Document or in any written
statement, report, financial statement or certificate (other than a Borrowing
Base Certificate) made or delivered to Agent or any Lender by any Credit Party
is untrue or incorrect in any material respect as of the date when made or
deemed made.

          (g) Assets of any Credit Party with a fair market value of $100,000 or
more are attached, seized, levied upon or subjected to a writ or distress
warrant, or come within the possession of any receiver, trustee, custodian or
assignee for the benefit of creditors of any Credit Party and such condition
continues for thirty (30) days or more.


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<PAGE>

          (h) A case or proceeding is commenced against any Credit Party seeking
a decree or order in respect of such Credit Party (i) under the Bankruptcy Code,
or any other applicable federal, state or foreign bankruptcy or other similar
law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or
sequestrator (or similar official) for such Credit Party or for any substantial
part of any such Credit Party's assets, or (iii) ordering the winding-up or
liquidation of the affairs of such Credit Party, and such case or proceeding
shall remain undismissed or unstayed for sixty (60) days or more or a decree or
order granting the relief sought in such case or proceeding is granted by a
court of competent jurisdiction.

          (i) Any Credit Party (i) files a petition seeking relief under the
Bankruptcy Code, or any other applicable federal, state or foreign bankruptcy or
other similar law, (ii) consents to or fails to contest in a timely and
appropriate manner the institution of proceedings thereunder or the filing of
any such petition or the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or similar official)
for such Credit Party or for any substantial part of any such Credit Party's
assets, (iii) makes an assignment for the benefit of creditors, (iv) takes any
action in furtherance of any of the foregoing; or (v) admits in writing its
inability to, or is generally unable to, pay its debts as such debts become due.

          (j) A final judgment or judgments for the payment of money in excess
of $500,000 in the aggregate at any time are outstanding against one or more of
the Credit Parties and the same are not, within thirty (30) days after the entry
thereof, discharged or execution thereof stayed or bonded pending appeal, or
such judgments are not discharged prior to the expiration of any such stay.

          (k) Any material provision of any Loan Document for any reason ceases
to be valid, binding and enforceable in accordance with its terms (or any Credit
Party shall challenge the enforceability of any Loan Document or shall assert in
writing, or engage in any action or inaction based on any such assertion, that
any provision of any of the Loan Documents has ceased to be or otherwise is not
valid, binding and enforceable in accordance with its terms), or any Lien
created under any Loan Document (other than due to the gross negligence or
willful misconduct of Agent or any Lender following timely compliance by each
Credit Party with all of the requirements of each relevant Loan Document) ceases
to be a valid and perfected first priority Lien (except as otherwise permitted
herein or therein) in any of the Collateral purported to be covered thereby.

          (l) Any Change of Control occurs.

          (m) Any event occurs, whether or not insured or insurable, as a result
of which revenue-producing activities cease or are substantially curtailed at
facilities of Borrowers generating more than 10% of Borrowers' consolidated
revenues for the Fiscal Year preceding such event and 10% of Borrowers' EBITDA
for the preceding twelve Fiscal Months and such cessation or curtailment
continues for more than ninety (90) days.

     8.2. Remedies.


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<PAGE>

          (a) If any Event of Default has occurred and is continuing, Agent may
(and at the written request of the Requisite Lenders shall), without notice,
suspend the Revolving Loan facility with respect to additional Advances and/or
the incurrence of additional Letter of Credit Obligations, whereupon any
additional Advances and additional Letter of Credit Obligations shall be made or
incurred in Agent's sole discretion (or in the sole discretion of the Requisite
Lenders, if such suspension occurred at their direction) so long as such Default
or Event of Default is continuing. If any Event of Default has occurred and is
continuing, Agent may (and at the written request of Requisite Lenders shall),
without notice except as otherwise expressly provided herein, increase the rate
of interest applicable to the Loans and the Letter of Credit Fees to the Default
Rate.

          (b) If any Event of Default has occurred and is continuing, Agent may
(and at the written request of the Requisite Lenders shall), upon written
notice: (i) terminate the Revolving Loan facility with respect to further
Advances or the incurrence of further Letter of Credit Obligations; (ii) reduce
the Revolving Loan Commitment from time to time; (iii) declare all or any
portion of the Obligations, including all or any portion of any Loan to be
forthwith due and payable, and require that the Letter of Credit Obligations be
cash collateralized in the manner set forth in Annex B, all without presentment,
demand, protest or further notice of any kind, all of which are expressly waived
by Borrowers and each other Credit Party; or (iv) exercise any rights and
remedies provided to Agent under the Loan Documents or at law or equity,
including all remedies provided under the Code; provided, that upon the
occurrence of an Event of Default specified in Sections 8.1(h) or (i), the
Revolving Loan facility shall be immediately terminated and all of the
Obligations, including the aggregate Revolving Loan, shall become immediately
due and payable without declaration, notice or demand by any Person.

     8.3. Waivers by Credit Parties. Except as otherwise provided for in this
Agreement or by applicable law, each Credit Party waives (including for purposes
of Section 12): (a) presentment, demand and protest and notice of presentment,
dishonor, notice of intent to accelerate, notice of acceleration, protest,
default, nonpayment, maturity, release, compromise, settlement, extension or
renewal of any or all commercial paper, accounts, contract rights, documents,
instruments, chattel paper and guaranties at any time held by Agent on which any
Credit Party may in any way be liable, and hereby ratifies and confirms whatever
Agent may do in this regard, (b) all rights to notice and a hearing prior to
Agent's taking possession or control of, or to Agent's replevy, attachment or
levy upon, the Collateral or any bond or security that might be required by any
court prior to allowing Agent to exercise any of its remedies, and (c) the
benefit of all valuation, appraisal, marshaling and exemption laws.

9.   ASSIGNMENT AND PARTICIPATIONS; APPOINTMENT OF AGENT

     9.1. Assignment and Participations.

          (a) Subject to the terms of this Section 9.1, any Lender may make an
assignment to a Qualified Assignee of, or sell participations in, at any time or
times, the Loan Documents, Loans, Letter of Credit Obligations and any
Commitment or any portion thereof or interest therein, including any Lender's
rights, title, interests, remedies, powers or duties thereunder. Any assignment
by a Lender shall: (i) require the consent of Agent (which consent shall not be
unreasonably withheld or delayed with respect to a Qualified Assignee) and the


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<PAGE>

execution of an assignment agreement (an "Assignment Agreement") substantially
in the form attached hereto as Exhibit 9.1(a) and otherwise in form and
substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be
conditioned on such assignee Lender representing to the assigning Lender and
Agent that it is purchasing the applicable Loans to be assigned to it for its
own account, for investment purposes and not with a view to the distribution
thereof; (iii) after giving effect to any such partial assignment, the assignee
Lender shall have Commitments in an amount at least equal to $5,000,000 and the
assigning Lender shall have retained Commitments in an amount at least equal to
$5,000,000; and (iv) include a payment to Agent of an assignment fee of $3,500,
except no assignment fee is payable for assignments to an Affiliate of such
assigning Lender. In the case of an assignment by a Lender under this Section
9.1, the assignee shall have, to the extent of such assignment, the same rights,
benefits and obligations as all other Lenders hereunder. The assigning Lender
shall be relieved of its obligations hereunder with respect to its Commitments
or assigned portion thereof from and after the date of such assignment. Each
Borrower hereby acknowledges and agrees that any assignment shall give rise to a
direct obligation of Borrowers to the assignee and that the assignee shall be
considered to be a "Lender". In all instances, each Lender's liability to make
Loans hereunder shall be several and not joint and shall be limited to such
Lender's Pro Rata Share of the applicable Commitment. In the event Agent or any
Lender assigns or otherwise transfers all or any part of the Obligations, Agent
or any such Lender shall so notify Borrowers and Borrowers shall, upon the
request of Agent or such Lender, execute new Notes in exchange for the Notes, if
any, being assigned. Notwithstanding the foregoing provisions of this Section
9.1(a), any Lender may at any time pledge the Obligations held by it and such
Lender's rights under this Agreement and the other Loan Documents to a Federal
Reserve Bank, and any Lender that is an investment fund may assign the
Obligations held by it and such Lender's rights under this Agreement and the
other Loan Documents to another investment fund managed by the same investment
advisor; provided, that no such pledge to a Federal Reserve Bank shall release
such Lender from such Lender's obligations hereunder or under any other Loan
Document.

          (b) Any participation by a Lender of all or any part of its
Commitments shall be made with the understanding that all amounts payable by
Borrowers hereunder shall be determined as if that Lender had not sold such
participation, and that the holder of any such participation shall not be
entitled to require such Lender to take or omit to take any action hereunder
except actions directly affecting (i) any reduction in the principal amount of,
or interest rate or Fees payable with respect to, any Loan in which such holder
participates, (ii) any extension of the scheduled amortization of the principal
amount of any Loan in which such holder participates or the final maturity date
thereof, and (iii) any release of all or substantially all of the Collateral
(other than in accordance with the terms of this Agreement, the Collateral
Documents or the other Loan Documents). Solely for purposes of Sections 1.13,
1.15, 1.16 and 9.8, each Borrower acknowledges and agrees that a participation
shall give rise to a direct obligation of Borrowers to the participant and the
participant shall be considered to be a "Lender"; provided, however, that a
participant shall not be entitled to receive any greater payment under Sections
1.13, 1.15 or 1.16 than the Lender from which such participant acquired its
participation would be entitled to receive in respect of the amount of the
participation. Except as set forth in the preceding sentence no Borrower or
Credit Party shall have any obligation or duty to any participant. Neither Agent
nor any Lender (other than the Lender selling a participation) shall have any
duty to any participant and may continue to deal solely with the Lender selling
a participation as if no such sale had occurred.


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<PAGE>

          (c) Except as expressly provided in this Section 9.1, no Lender shall,
as between Borrowers and that Lender, or Agent and that Lender, be relieved of
any of its obligations hereunder as a result of any sale, assignment, transfer
or negotiation of, or granting of participation in, all or any part of the
Loans, the Notes or other Obligations owed to such Lender.

          (d) Each Credit Party executing this Agreement shall assist any Lender
permitted to sell assignments or participations under this Section 9.1 as
reasonably required to enable the assigning or selling Lender to effect any such
assignment or participation, including the execution and delivery of any and all
agreements, notes and other documents and instruments as shall be requested and,
if requested by Agent, the preparation of informational materials for, and the
participation of management in meetings with, potential assignees or
participants. Each Credit Party executing this Agreement shall certify the
correctness, completeness and accuracy of all descriptions of the Credit Parties
and their respective affairs contained in any selling materials provided by them
and all other information provided by them and included in such materials,
except that any Projections delivered by Borrowers shall only be certified by
Borrowers as having been prepared by Borrowers in compliance with the
representations contained in Section 3.4(c).

          (e) Any Lender may furnish any information concerning Credit Parties
in the possession of such Lender from time to time to assignees and participants
(including prospective assignees and participants); provided that such Lender
shall obtain from assignees or participants confidentiality covenants
substantially equivalent to those contained in Section 11.8.

          (f) So long as no Event of Default has occurred and is continuing, no
Lender shall assign or sell participations in any portion of its Loans or
Commitments to a potential Lender or participant, if, as of the date of the
proposed assignment or sale, the assignee Lender or participant would be subject
to capital adequacy or similar requirements under Section 1.16(a), increased
costs under Section 1.16(b), an inability to fund LIBOR Loans under Section
1.16(c), or withholding taxes in accordance with Section 1.15(a) to an extent
greater than that applicable to the assigning or selling Lender.

          (g) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender"), may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing by the Granting Lender to Agent and
Borrowers, the option to provide to Borrowers all or any part of any Loans that
such Granting Lender would otherwise be obligated to make to Borrowers pursuant
to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to make any Loan; and (ii) if an SPC elects not to
exercise such option or otherwise fails to provide all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if such Loan were made by such
Granting Lender. No SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Lender). Any SPC may (i) with notice to, but without the prior written
consent of, Borrowers and Agent and without paying any processing fee therefor
assign all or a portion of its interests in any Loans to the Granting Lender or
to any financial institutions (consented to by Borrowers and Agent) providing
liquidity and/or credit support to or for the account of such SPC to support the
funding or maintenance of Loans and (ii) disclose on a confidential basis any
non-public


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<PAGE>

information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancement to such
SPC. This Section 9.1(g) may not be amended without the prior written consent of
each Granting Lender, all or any of whose Loans are being funded by an SPC at
the time of such amendment. For the avoidance of doubt, the Granting Lender
shall for all purposes, including without limitation, the approval of any
amendment or waiver of any provision of any Loan Document or the obligation to
pay any amount otherwise payable by the Granting Lender under the Loan
Documents, continue to be the Lender of record hereunder.

     9.2. Appointment of Agent. GE Capital is hereby appointed to act on behalf
of all Lenders as Agent under this Agreement and the other Loan Documents. The
provisions of this Section 9.2 are solely for the benefit of Agent and Lenders
and no Credit Party nor any other Person shall have any rights as a third party
beneficiary of any of the provisions hereof. In performing its functions and
duties under this Agreement and the other Loan Documents, Agent shall act solely
as an agent of Lenders and does not assume and shall not be deemed to have
assumed any obligation toward or relationship of agency or trust with or for any
Credit Party or any other Person. Agent shall have no duties or responsibilities
except for those expressly set forth in this Agreement and the other Loan
Documents. The duties of Agent shall be mechanical and administrative in nature
and Agent shall not have, or be deemed to have, by reason of this Agreement, any
other Loan Document or otherwise a fiduciary relationship in respect of any
Lender. Except as expressly set forth in this Agreement and the other Loan
Documents, Agent shall not have any duty to disclose, and shall not be liable
for failure to disclose, any information relating to any Credit Party or any of
their respective Subsidiaries or any Account Debtor that is communicated to or
obtained by GE Capital or any of its Affiliates in any capacity. Neither Agent
nor any of its Affiliates nor any of their respective officers, directors,
employees, agents or representatives shall be liable to any Lender for any
action taken or omitted to be taken by it hereunder or under any other Loan
Document, or in connection herewith or therewith, except for damages caused by
its or their own gross negligence or willful misconduct.

          If Agent shall request instructions from Requisite Lenders,
Supermajority Revolving Lenders or all affected Lenders with respect to any act
or action (including failure to act) in connection with this Agreement or any
other Loan Document, then Agent shall be entitled to refrain from such act or
taking such action unless and until Agent shall have received instructions from
Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders, as
the case may be, and Agent shall not incur liability to any Person by reason of
so refraining. Agent shall be fully justified in failing or refusing to take any
action hereunder or under any other Loan Document (a) if such action would, in
the opinion of Agent, be contrary to law or the terms of this Agreement or any
other Loan Document, (b) if such action would, in the opinion of Agent, expose
Agent to Environmental Liabilities or (c) if Agent shall not first be
indemnified to its satisfaction against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against Agent as a result of Agent acting or refraining from acting
hereunder or under any other Loan Document in accordance with the instructions
of Requisite Lenders, Supermajority Revolving Lenders or all affected Lenders,
as applicable.

     9.3. Agent's Reliance, Etc. Neither Agent nor any of its Affiliates nor any
of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted


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<PAGE>

to be taken by it or them under or in connection with this Agreement or the
other Loan Documents, except for damages caused by its or their own gross
negligence or willful misconduct. Without limiting the generality of the
foregoing, Agent: (a) may treat the payee of any Note as the holder thereof
until Agent receives written notice of the assignment or transfer thereof signed
by such payee and in form reasonably satisfactory to Agent; (b) may consult with
legal counsel, independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranty or representation to any Lender and shall not be
responsible to any Lender for any statements, warranties or representations made
in or in connection with this Agreement or the other Loan Documents; (d) unless
specifically directed, in writing, by the Requisite Lenders shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement or the other Loan Documents
on the part of any Credit Party or to inspect the Collateral (including the
books and records) of any Credit Party; (e) shall not be responsible to any
Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; and (f) shall incur
no liability under or in respect of this Agreement or the other Loan Documents
by acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopy, telegram, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties.

     9.4. GE Capital and Affiliates. With respect to its Commitments hereunder,
GE Capital shall have the same rights and powers under this Agreement and the
other Loan Documents as any other Lender and may exercise the same as though it
were not Agent; and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated, include GE Capital in its individual capacity. GE Capital
and its Affiliates may lend money to, invest in, and generally engage in any
kind of business with, any Credit Party, any of their Affiliates and any Person
who may do business with or own securities of any Credit Party or any such
Affiliate, all as if GE Capital were not Agent and without any duty to account
therefor to Lenders. GE Capital and its Affiliates may accept fees and other
consideration from any Credit Party for services in connection with this
Agreement or otherwise without having to account for the same to Lenders. Each
Lender acknowledges the potential conflict of interest between GE Capital as a
Lender holding disproportionate interests in the Loans and GE Capital as Agent.

     9.5. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon Agent or any other Lender and based on
the Financial Statements referred to in Section 3.4(a) and such other documents
and information as it has deemed appropriate, made its own credit and financial
analysis of the Credit Parties and its own decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement. Each
Lender acknowledges the potential conflict of interest of each other Lender as a
result of Lenders holding disproportionate interests in the Loans, and expressly
consents to, and waives any claim based upon, such conflict of interest.

     9.6. Indemnification. Lenders agree to indemnify Agent (to the extent not
reimbursed by Credit Parties and without limiting the obligations of Credit
Parties hereunder), ratably


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<PAGE>

according to their respective Pro Rata Shares, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against Agent in any way relating to or
arising out of this Agreement or any other Loan Document or any action taken or
omitted to be taken by Agent in connection therewith; provided, that no Lender
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from Agent's gross negligence or willful misconduct. Without limiting
the foregoing, each Lender agrees to reimburse Agent promptly upon demand for
its ratable share of any out-of-pocket expenses (including reasonable counsel
fees) incurred by Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement and each other Loan Document,
to the extent that Agent is not reimbursed for such expenses by Credit Parties.

     9.7. Successor Agent. Agent may resign at any time by giving not less than
thirty (30) days' prior written notice thereof to Lenders and Borrower
Representative. Upon any such resignation, the Requisite Lenders shall have the
right to appoint a successor Agent. If no successor Agent shall have been so
appointed by the Requisite Lenders and shall have accepted such appointment
within thirty (30) days after the resigning Agent's giving notice of
resignation, then the resigning Agent may, on behalf of Lenders, appoint a
successor Agent, which shall be a Lender, if a Lender is willing to accept such
appointment, or otherwise shall be a commercial bank or financial institution or
a subsidiary of a commercial bank or financial institution if such commercial
bank or financial institution is organized under the laws of the United States
of America or of any State thereof and has a combined capital and surplus of at
least $300,000,000. If no successor Agent has been appointed pursuant to the
foregoing, within thirty (30) days after the date such notice of resignation was
given by the resigning Agent, such resignation shall become effective and the
Requisite Lenders shall thereafter perform all the duties of Agent hereunder
until such time, if any, as the Requisite Lenders appoint a successor Agent as
provided above. Any successor Agent appointed by Requisite Lenders or the
resigning Agent hereunder shall be subject to the approval of Borrower
Representative, such approval not to be unreasonably withheld or delayed;
provided that such approval shall not be required if a Default or an Event of
Default has occurred and is continuing. Upon the acceptance of any appointment
as Agent hereunder by a successor Agent, such successor Agent shall succeed to
and become vested with all the rights, powers, privileges and duties of the
resigning Agent. Upon the earlier of the acceptance of any appointment as Agent
hereunder by a successor Agent or the effective date of the resigning Agent's
resignation, the resigning Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents, except that any
indemnity rights or other rights in favor of such resigning Agent shall
continue. After any resigning Agent's resignation hereunder, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was acting as Agent under this Agreement and the other
Loan Documents.


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<PAGE>

     9.8. Setoff and Sharing of Payments. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, upon the occurrence and during the continuance of any Event of Default
and subject to Section 9.9(f), each Lender is hereby authorized at any time or
from time to time, without prior notice to any Credit Party or to any Person
other than Agent, any such notice being hereby expressly waived, to offset and
to appropriate and to apply any and all balances held by it at any of its
offices for the account of any Borrower or Guarantor (regardless of whether such
balances are then due to such Borrower or Guarantor) and any other properties or
assets at any time held or owing by that Lender or that holder to or for the
credit or for the account of any Borrower or Guarantor against and on account of
any of the Obligations that are not paid when due, provided that the Lender
exercising such offset rights shall give notice thereof to the affected Credit
Party promptly after exercising such rights. Any Lender exercising a right of
setoff or otherwise receiving any payment on account of the Obligations in
excess of its Pro Rata Share thereof shall purchase for cash (and the other
Lenders or holders shall sell) such participations in each such other Lender's
or holder's Pro Rata Share of the Obligations as would be necessary to cause
such Lender to share the amount so offset or otherwise received with each other
Lender or holder in accordance with their respective Pro Rata Shares (other than
offset rights exercised by any Lender with respect to Sections 1.13, 1.15 or
1.16). Each Credit Party that is a Borrower or Guarantor agrees, to the fullest
extent permitted by law, that (a) any Lender may exercise its right to offset
with respect to amounts in excess of its Pro Rata Share of the Obligations and
may sell participations in such amounts so offset to other Lenders and holders
and (b) any Lender so purchasing a participation in the Loans made or other
Obligations held by other Lenders or holders may exercise all rights of offset,
bankers' lien, counterclaim or similar rights with respect to such participation
as fully as if such Lender or holder were a direct holder of the Loans and the
other Obligations in the amount of such participation. Notwithstanding the
foregoing, if all or any portion of the offset amount or payment otherwise
received is thereafter recovered from the Lender that has exercised the right of
offset, the purchase of participations by that Lender shall be rescinded and the
purchase price restored without interest.

     9.9. Advances; Payments; Non-Funding Lenders; Information; Actions in
Concert.

          (a)  Advances; Payments.

               (i) Each Revolving Lender shall make the amount of such Lender's
Pro Rata Share of such Revolving Credit Advance available to Agent in same day
funds by wire transfer to Agent's account as set forth in Annex H not later than
3:00 p.m. (New York time) on the requested funding date, in the case of an Index
Rate Loan, and not later than 11:00 a.m. (New York time) on the requested
funding date, in the case of a LIBOR Loan. After receipt of such wire transfers
(or, in the Agent's sole discretion, before receipt of such wire transfers),
subject to the terms hereof, Agent shall make the requested Revolving Credit
Advance to the Borrower designated by Borrower Representative in the Notice of
Revolving Credit Advance. All payments by each Revolving Lender shall be made
without setoff, counterclaim or deduction of any kind.

               (ii) On the 2nd Business Day of each calendar week or more
frequently at Agent's election (each, a "Settlement Date"), Agent shall advise
each Lender by telephone, or telecopy of the amount of such Lender's Pro Rata
Share of principal, interest and Fees paid for


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<PAGE>

the benefit of Lenders with respect to each applicable Loan. Provided that each
Lender has funded all payments or Advances required to be made by it and has
purchased all participations required to be purchased by it under this Agreement
and the other Loan Documents as of such Settlement Date, Agent shall pay to each
Lender such Lender's Pro Rata Share of principal, interest and Fees paid by
Borrowers since the previous Settlement Date for the benefit of such Lender on
the Loans held by it. To the extent that any Lender (a "Non-Funding Lender") has
failed to fund all such payments and Advances or failed to fund the purchase of
all such participations, Agent shall be entitled to set off the funding
short-fall against that Non-Funding Lender's Pro Rata Share of all payments
received from Borrowers. Such payments shall be made by wire transfer to such
Lender's account (as specified by such Lender in Annex H or the applicable
Assignment Agreement) not later than 2:00 p.m. (New York time) on the next
Business Day following each Settlement Date.

          (b) Availability of Lender's Pro Rata Share. Agent may assume that
each Revolving Lender will make its Pro Rata Share of each Revolving Credit
Advance available to Agent on each funding date. If such Pro Rata Share is not,
in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled
to recover such amount on demand from such Revolving Lender without setoff,
counterclaim or deduction of any kind. If any Revolving Lender fails to pay the
amount of its Pro Rata Share forthwith upon Agent's demand, Agent shall promptly
notify Borrower Representative and Borrowers shall immediately repay such amount
to Agent. Nothing in this Section 9.9(b) or elsewhere in this Agreement or the
other Loan Documents shall be deemed to require Agent to advance funds on behalf
of any Revolving Lender or to relieve any Revolving Lender from its obligation
to fulfill its Commitments hereunder or to prejudice any rights that Borrowers
may have against any Revolving Lender as a result of any default by such
Revolving Lender hereunder. To the extent that Agent advances funds to any
Borrower on behalf of any Revolving Lender and is not reimbursed therefor on the
same Business Day as such Advance is made, Agent shall be entitled to retain for
its account all interest accrued on such Advance until reimbursed by the
applicable Revolving Lender.

          (c) Return of Payments.

               (i) If Agent pays an amount to a Lender under this Agreement in
the belief or expectation that a related payment has been or will be received by
Agent from Borrowers and such related payment is not received by Agent, then
Agent will be entitled to recover such amount from such Lender on demand without
setoff, counterclaim or deduction of any kind.

               (ii) If Agent determines at any time that any amount received by
Agent under this Agreement must be returned to any Borrower or paid to any other
Person pursuant to any insolvency law or otherwise, then, notwithstanding any
other term or condition of this Agreement or any other Loan Document, Agent will
not be required to distribute any portion thereof to any Lender. In addition,
each Lender will repay to Agent on demand any portion of such amount that Agent
has distributed to such Lender, together with interest at such rate, if any, as
Agent is required to pay to any Borrower or such other Person, without setoff,
counterclaim or deduction of any kind.


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<PAGE>

          (d) Non-Funding Lenders. The failure of any Non-Funding Lender to make
any Revolving Credit Advance or any payment required by it hereunder shall not
relieve any other Lender (each such other Revolving Lender, an "Other Lender")
of its obligations to make such Advance or purchase such participation on such
date, but neither any Other Lender nor Agent shall be responsible for the
failure of any Non-Funding Lender to make an Advance, purchase a participation
or make any other payment required hereunder. Notwithstanding anything set forth
herein to the contrary, a Non-Funding Lender shall not have any voting or
consent rights under or with respect to any Loan Document or constitute a
"Lender" or a "Revolving Lender" (or be included in the calculation of
"Requisite Lenders" or "Supermajority Revolving Lenders" hereunder) for any
voting or consent rights under or with respect to any Loan Document. At Borrower
Representative's request, Agent or a Person reasonably acceptable to Agent shall
have the right with Agent's consent and in Agent's sole discretion (but shall
have no obligation) to purchase from any Non-Funding Lender, and each
Non-Funding Lender agrees that it shall, at Agent's request, sell and assign to
Agent or such Person, all of the Commitments of that Non-Funding Lender for an
amount equal to the principal balance of all Loans held by such Non-Funding
Lender and all accrued interest and fees with respect thereto through the date
of sale, such purchase and sale to be consummated pursuant to an executed
Assignment Agreement.

          (e) Dissemination of Information. Agent shall use commercially
reasonable efforts to provide Lenders with any notice of Default or Event of
Default received by Agent from, or delivered by Agent to, any Credit Party, with
notice of any Event of Default of which Agent has actually become aware and with
notice of any action taken by Agent following any Event of Default; provided,
that Agent shall not be liable to any Lender for any failure to do so, except to
the extent that such failure is attributable to Agent's gross negligence or
willful misconduct. Lenders acknowledge that Borrowers are required to provide
Financial Statements and Collateral Reports to Lenders in accordance with
Annexes E and F hereto and agree that Agent shall have no duty to provide the
same to Lenders.

          (f) Actions in Concert. Anything in this Agreement to the contrary
notwithstanding, each Lender hereby agrees with each other Lender that no Lender
shall take any action to protect or enforce its rights arising out of this
Agreement or the Notes (including exercising any rights of setoff) without first
obtaining the prior written consent of Agent and Requisite Lenders, it being the
intent of Lenders that any such action to protect or enforce rights under this
Agreement and the Notes shall be taken in concert and at the direction or with
the consent of Agent or Requisite Lenders.

     9.10. Syndication and Documentation Agents. The entities identified on the
cover page of this Agreement as the "Syndication Agent" and the "Documentation
Agent", respectively, shall, in each case, not have any right, power,
obligation, liability, responsibility or duty under this Agreement (or any other
Loan Document) other than those applicable to all Lenders as such. Without
limiting the foregoing, the entities so identified as the "Syndication Agent"
and the "Documentation Agent", respectively, shall not have or be deemed to have
any fiduciary relationship with any Lender. Each Lender acknowledges that it has
not relied, and will not rely, on the entities so identified as the "Syndication
Agent" and the "Documentation Agent", respectively, in deciding to enter into
this Agreement and each other Loan Document to which it is a party or in taking
or not taking action hereunder or thereunder.


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<PAGE>

10.  SUCCESSORS AND ASSIGNS

     10.1. Successors and Assigns. This Agreement and the other Loan Documents
shall be binding on and shall inure to the benefit of each Credit Party, Agent,
Lenders and their respective successors and assigns (including, in the case of
any Credit Party, a debtor-in-possession on behalf of such Credit Party), except
as otherwise provided herein or therein. No Credit Party may assign, transfer,
hypothecate or otherwise convey its rights, benefits, obligations or duties
hereunder or under any of the other Loan Documents without the prior express
written consent of Agent and Lenders. Any such purported assignment, transfer,
hypothecation or other conveyance by any Credit Party without the prior express
written consent of Agent and Lenders shall be void. The terms and provisions of
this Agreement are for the purpose of defining the relative rights and
obligations of each Credit Party, Agent and Lenders with respect to the
transactions contemplated hereby and no Person shall be a third party
beneficiary of any of the terms and provisions of this Agreement or any of the
other Loan Documents.

11.  MISCELLANEOUS

     11.1. Complete Agreement; Modification of Agreement. The Loan Documents
constitute the complete agreement between the parties with respect to the
subject matter thereof and may not be modified, altered or amended except as set
forth in Section 11.2. Any letter of interest, commitment letter, or fee letter
(other than the GE Capital Fee Letter) or confidentiality agreement between any
Credit Party and Agent or any Lender or any of their respective Affiliates,
predating this Agreement and relating to a financing of substantially similar
form, purpose or effect shall be superseded by this Agreement.

     11.2. Amendments and Waivers.

          (a) Except for actions expressly permitted to be taken by Agent, no
amendment, modification, termination or waiver of any provision of this
Agreement or any other Loan Document, or any consent to any departure by any
Credit Party therefrom, shall in any event be effective unless the same shall be
in writing and signed by Agent and Borrowers, and by Requisite Lenders,
Supermajority Revolving Lenders, Requisite Tranche B Lenders or all affected
Lenders, as applicable. Except as set forth in clauses (b) and (c) below, all
such amendments, modifications, terminations or waivers requiring the consent of
any Lenders shall require the written consent of Requisite Lenders. All
amendments, modifications or waivers with respect to Tranche B Revolving Credit
Advances prior to the Acquisition Closing Date shall require the written consent
of Requisite Tranche B Lenders.

          (b) No amendment, modification, termination or waiver of or consent
with respect to any provision of this Agreement that makes less restrictive the
nondiscretionary criteria for exclusion from Eligible Accounts and Eligible
Inventory set forth in Sections 1.6 and 1.7, shall be effective unless the same
shall be in writing and signed by Agent, Supermajority Revolving Lenders and
Borrowers. No amendment, modification, termination or waiver of or consent with
respect to any provision of this Agreement that waives compliance with the
conditions precedent set forth in (i) Section 2.2 to the making of any Loan or
the incurrence of any Letter of Credit Obligations shall be effective unless the
same shall be in writing and signed by Agent, Requisite Lenders and Borrowers
and (ii) Section 2.3 to the making of the


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<PAGE>

Acquisition Loan shall be effective unless the same shall be in writing and
signed by Agent, Requisite Tranche A Lenders, Requisite Tranche B Lenders and
Borrowers. Notwithstanding anything contained in this Agreement to the contrary,
no waiver or consent with respect to any Default or any Event of Default shall
be effective for purposes of the conditions precedent to the making of Loans or
the incurrence of Letter of Credit Obligations set forth in Section 2.2 unless
the same shall be in writing and signed by Agent, Requisite Lenders and
Borrowers.

          (c) No amendment, modification, termination or waiver shall, unless in
writing and signed by Agent and each Lender directly affected thereby: (i)
increase the principal amount of any Lender's Commitment (which action shall be
deemed to directly affect all Lenders); (ii) reduce the principal of, rate of
interest on or Fees payable with respect to any Loan or Letter of Credit
Obligations of any affected Lender; (iii) extend any scheduled payment date
(other than payment dates of mandatory prepayments under Section
1.3(b)(ii)-(iii)) or final maturity date of the principal amount of any Loan of
any affected Lender; (iv) waive, forgive, defer, extend or postpone any payment
of interest or Fees as to any affected Lender; (v) release any Guaranty (except
in connection with a sale of the Stock of the applicable Guarantor which is not
in violation of the terms of this Agreement) or, except as otherwise permitted
herein or in the other Loan Documents, release, subordinate the Agent's Lien or
permit any Credit Party to sell or otherwise dispose of, any Collateral with a
value exceeding $5,000,000 in the aggregate (which action shall be deemed to
directly affect all Lenders); (vi) change the percentage of the Commitments or
of the aggregate unpaid principal amount of the Loans that shall be required for
Lenders or any of them to take any action hereunder; (vii) increase the
percentage advance rates set forth in the definition of the SMP Borrowing Base,
the SI Borrowing Base, or the MCC Borrowing Base, or the percentage in Section
1.1(a)(iv)(y) beyond the rates in effect on the Closing Date, or the aggregate
amount of Overadvances permitted pursuant to Section 1.1(a)(iii); (viii) amend
the definition of Additional Capitalization Requirement to reduce the amount of
net cash proceeds from the issuance of new equity; and (ix) amend or waive this
Section 11.2 or the definitions of the terms "Requisite Lenders" or
"Supermajority Revolving Lenders" insofar as such definitions affect the
substance of this Section 11.2. Furthermore, no amendment, modification,
termination or waiver affecting the rights or duties of Agent or L/C Issuer
under this Agreement or any other Loan Document shall be effective unless in
writing and signed by Agent or L/C Issuer, as the case may be, in addition to
Lenders required hereinabove to take such action. Each amendment, modification,
termination or waiver shall be effective only in the specific instance and for
the specific purpose for which it was given. No amendment, modification,
termination or waiver shall be required for Agent to take additional Collateral
pursuant to any Loan Document. No amendment, modification, termination or waiver
of any provision of any Note shall be effective without the written concurrence
of the holder of that Note. No notice to or demand on any Credit Party in any
case shall entitle such Credit Party or any other Credit Party to any other or
further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this
Section 11.2 shall be binding upon each Lender at such time and each future
Lender.

          (d) If, in connection with any proposed amendment, modification,
waiver or termination (a "Proposed Change"):


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<PAGE>

               (i) requiring the consent of all affected Lenders, the consent of
Requisite Lenders is obtained, but the consent of other Lenders whose consent is
required is not obtained (any such Lender whose consent is not obtained as
described in this clause (i) and in clauses (ii), (iii) and (iv) below being
referred to as a "Non-Consenting Lender"),

               (ii) requiring the consent of Supermajority Revolving Lenders,
the consent of Requisite Lenders is obtained, but the consent of Supermajority
Revolving Lenders is not obtained,

               (iii) requiring the consent of Requisite Lenders or Requisite
Tranche B Lenders, the consent of Lenders holding 51% or more of the aggregate
applicable Commitments is obtained, but the consent of Requisite Lenders or
Requisite Tranche B Lenders, as applicable, is not obtained, or

               (iv) requiring the consent of Requisite Lenders, the consent of
Lenders holding 51% or more of the aggregate Commitments is obtained, but the
consent of the Requisite Lenders is not obtained,

then, so long as Agent is not a Non-Consenting Lender, at Borrower
Representative's request, Agent or a Person reasonably acceptable to Agent shall
have the right with Agent's consent and in Agent's sole discretion (but shall
have no obligation) to purchase from such Non-Consenting Lenders, and such
Non-Consenting Lenders agree that they shall, upon Agent's request, sell and
assign to Agent or such Person, all of the Commitments of such Non-Consenting
Lenders for an amount equal to the principal balance of all Loans held by the
Non-Consenting Lenders and all accrued interest and Fees with respect thereto
through the date of sale, such purchase and sale to be consummated pursuant to
an executed Assignment Agreement within 180 days from the time such consent is
requested.

          (e) Upon payment in full in cash and performance of all of the
Obligations (other than indemnification Obligations), termination of the
Commitments and a release of all claims against Agent and Lenders (other than
claims for gross negligence or willful misconduct), and so long as no suits,
actions, proceedings or claims are pending or threatened against any Indemnified
Person asserting any damages, losses or liabilities that are Indemnified
Liabilities, Agent shall deliver to Borrowers termination statements, mortgage
releases and other documents necessary or appropriate to evidence the
termination of the Liens securing payment of the Obligations.

     11.3. Fees and Expenses. Borrowers shall reimburse (i) Agent for all fees,
costs and expenses (including the reasonable fees and expenses of all of its
counsel, advisors, consultants and auditors) and (ii) Agent (and, with respect
to clauses (c) and (d) below, all Lenders) for all fees, costs and expenses,
including the reasonable fees, costs and expenses of counsel or other advisors
(including environmental and management consultants and appraisers), incurred in
connection with the negotiation and preparation of the Loan Documents and
incurred in connection with:

          (a) the forwarding to Borrowers or any other Person on behalf of
Borrowers by Agent of the proceeds of any Loan (including a wire transfer fee of
$10 per wire transfer);


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<PAGE>

          (b) any amendment, modification or waiver of, consent with respect to,
or termination of, any of the Loan Documents or Related Transactions Documents
or advice in connection with the syndication and administration of the Loans
made pursuant hereto or its rights hereunder or thereunder;

          (c) any litigation, contest, dispute, suit, proceeding or action
(whether instituted by Agent, any Lender, any Borrower or any other Person and
whether as a party, witness or otherwise) in any way relating to the Collateral,
any of the Loan Documents or any other agreement to be executed or delivered in
connection herewith or therewith, including any litigation, contest, dispute,
suit, case, proceeding or action, and any appeal or review thereof, in
connection with a case commenced by or against any or all of the Borrowers or
any other Person that may be obligated to Agent by virtue of the Loan Documents;
including any such litigation, contest, dispute, suit, proceeding or action
arising in connection with any work-out or restructuring of the Loans during the
pendency of one or more Events of Default; provided that in the case of
reimbursement of counsel for Lenders other than Agent, such reimbursement shall
be limited to one counsel for all such Lenders; provided, further, that no
Person shall be entitled to reimbursement under this clause (c) in respect of
any litigation, contest, dispute, suit, proceeding or action to the extent any
of the foregoing results from such Person's gross negligence or willful
misconduct;

          (d) any attempt to enforce any remedies of Agent against any or all of
the Credit Parties or any other Person that may be obligated to Agent or any
Lender by virtue of any of the Loan Documents, including any such attempt to
enforce any such remedies in the course of any work-out or restructuring of the
Loans during the pendency of one or more Events of Default; provided, that in
the case of reimbursement of counsel for Lenders other than Agent, such
reimbursement shall be limited to one counsel for all such Lenders;

          (e) any workout or restructuring of the Loans during the pendency of
one or more Events of Default; and

          (f) efforts to (i) monitor the Loans or any of the other Obligations,
(ii) evaluate, observe or assess any of the Credit Parties or their respective
affairs, and (iii) verify, protect, evaluate, assess, appraise, collect, sell,
liquidate or otherwise dispose of any of the Collateral;

including, as to each of clauses (a) through (f) above, all reasonable
attorneys' and other professional and service providers' fees arising from such
services and other advice, assistance or other representation, including those
in connection with any appellate proceedings, and all reasonable expenses,
costs, charges and other fees incurred by such counsel and others in connection
with or relating to any of the events or actions described in this Section 11.3,
all of which shall be payable, on demand, by Borrowers to Agent. Without
limiting the generality of the foregoing, such expenses, costs, charges and fees
may include: fees, costs and expenses of accountants, environmental advisors,
appraisers, investment bankers, management and other consultants and paralegals;
court costs and expenses; photocopying and duplication expenses; court reporter
fees, costs and expenses; long distance telephone charges; air express charges;
telegram or telecopy charges; secretarial overtime charges; and expenses for
travel, lodging and


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<PAGE>

food paid or incurred in connection with the performance of such legal or other
advisory services.

     11.4. No Waiver. Agent's or any Lender's failure, at any time or times, to
require strict performance by the Credit Parties of any provision of this
Agreement or any other Loan Document shall not waive, affect or diminish any
right of Agent or such Lender thereafter to demand strict compliance and
performance herewith or therewith. Any suspension or waiver of an Event of
Default shall not suspend, waive or affect any other Event of Default whether
the same is prior or subsequent thereto and whether the same or of a different
type. Subject to the provisions of Section 11.2, none of the undertakings,
agreements, warranties, covenants and representations of any Credit Party
contained in this Agreement or any of the other Loan Documents and no Default or
Event of Default by any Credit Party shall be deemed to have been suspended or
waived by Agent or any Lender, unless such waiver or suspension is by an
instrument in writing signed by an officer of or other authorized employee of
Agent and the applicable required Lenders, and directed to Borrowers specifying
such suspension or waiver.

     11.5. Remedies. Agent's and Lenders' rights and remedies under this
Agreement shall be cumulative and nonexclusive of any other rights and remedies
that Agent or any Lender may have under any other agreement, including the other
Loan Documents, by operation of law or otherwise. Recourse to the Collateral
shall not be required.

     11.6. Severability. Wherever possible, each provision of this Agreement and
the other Loan Documents shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this Agreement
or any other Loan Document shall be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity without invalidating the remainder of such provision or the
remaining provisions of this Agreement or such other Loan Document.

     11.7. Conflict of Terms. Except as otherwise provided in this Agreement or
any of the other Loan Documents by specific reference to the applicable
provisions of this Agreement, if any provision contained in this Agreement
conflicts with any provision in any of the other Loan Documents, the provision
contained in this Agreement shall govern and control.

     11.8. Confidentiality. Agent and each Lender agree to use commercially
reasonable efforts (equivalent to the efforts Agent or such Lender applies to
maintaining the confidentiality of its own confidential information) to maintain
as confidential all confidential information provided to them by the Credit
Parties and designated as confidential for a period of two (2) years following
receipt thereof, except that Agent and any Lender may disclose such information
(a) to Persons employed or engaged by Agent or such Lender in evaluating,
approving, structuring or administering the Loans and the Commitments; (b) to
any bona fide assignee or participant or potential assignee or participant that
has agreed to comply with the covenant contained in this Section 11.8 (and any
such bona fide assignee or participant or potential assignee or participant may
disclose such information to Persons employed or engaged by them as described in
clause (a) above); (c) as required or requested by any Governmental Authority or
reasonably believed by Agent or such Lender to be compelled by any court decree,
subpoena or legal or administrative order or process; (d) as, on the advice of
Agent's or such Lender's counsel, is required by law; (e) in connection with the
exercise of any right or remedy under the


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<PAGE>

Loan Documents or in connection with any Litigation to which Agent or such
Lender is a party; or (f) that ceases to be confidential through no fault of
Agent or any Lender.

     11.9. GOVERNING LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE
LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH CREDIT PARTY HEREBY
CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY,
CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE CREDIT PARTIES, AGENT AND LENDERS
PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
PROVIDED, THAT AGENT, LENDERS AND THE CREDIT PARTIES ACKNOWLEDGE THAT ANY
APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW
YORK COUNTY; PROVIDED FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT.
EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY
WAIVES ANY OBJECTION THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH CREDIT PARTY HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
CREDIT PARTY AT THE ADDRESS SET FORTH IN ANNEX I OF THIS AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH CREDIT
PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED
STATES MAILS, PROPER POSTAGE PREPAID.

     11.10. Notices. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other parties, or whenever any of the parties desires to give or
serve upon any other parties any communication with respect to this


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Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be deemed to have been validly
served, given or delivered: (a) upon the earlier of actual receipt and three (3)
Business Days after deposit in the United States Mail, registered or certified
mail, return receipt requested, with proper postage prepaid; (b) upon
transmission, when sent by telecopy or other similar facsimile transmission
(with such telecopy or facsimile promptly confirmed by delivery of a copy by
personal delivery or United States Mail as otherwise provided in this Section
11.10); (c) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid or (d) when delivered, if hand-delivered by
messenger, all of which shall be addressed to the party to be notified and sent
to the address or facsimile number indicated in Annex I or to such other address
(or facsimile number) as may be substituted by notice given as herein provided.
The giving of any notice required hereunder may be waived in writing by the
party entitled to receive such notice. Failure or delay in delivering copies of
any notice, demand, request, consent, approval, declaration or other
communication to any Person (other than Borrower Representative or Agent)
designated in Annex I to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration or
other communication.

     11.11. Section Titles. The Section titles and Table of Contents contained
in this Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto.

     11.12. Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.

     11.13. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG AGENT, LENDERS AND ANY CREDIT PARTY ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

     11.14. Press Releases and Related Matters. Each Credit Party executing this
Agreement agrees that neither it nor its Affiliates will in the future issue any
press releases or other public disclosure using the name of GE Capital or its
affiliates or referring to this Agreement, the other Loan Documents or the
Related Transactions Documents without at least two (2) Business Days' prior
notice to GE Capital and without the prior written consent of GE Capital unless
(and only to the extent that) such Credit Party or Affiliate is required to do
so under law and then, in any event, such Credit Party or Affiliate will consult
with GE Capital before issuing such press


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<PAGE>

release or other public disclosure. Each Credit Party consents to the
publication by Agent or any Lender of a tombstone or similar advertising
material relating to the financing transactions contemplated by this Agreement
using Borrowers' name, product photographs, logo or trademark. Agent or such
Lender shall provide a draft of any advertising material to each Credit Party
for review and comment prior to the publication thereof. Agent reserves the
right to provide to industry trade organizations information necessary and
customary for inclusion in league table measurements.

     11.15. Reinstatement. This Agreement shall remain in full force and effect
and continue to be effective should any petition be filed by or against any
Borrower for liquidation or reorganization, should any Borrower become insolvent
or make an assignment for the benefit of any creditor or creditors or should a
receiver or trustee be appointed for all or any significant part of any
Borrower's assets, and shall continue to be effective or to be reinstated, as
the case may be, if at any time payment and performance of the Obligations, or
any part thereof, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the
Obligations, whether as a "voidable preference," "fraudulent conveyance," or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

     11.16. Advice of Counsel. Each of the parties represents to each other
party hereto that it has discussed this Agreement and, specifically, the
provisions of Sections 11.9 and 11.13, with its counsel.

     11.17. No Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.

12.  CROSS-GUARANTY

     12.1. Cross-Guaranty. Each Borrower hereby agrees that such Borrower is
jointly and severally liable for, and hereby absolutely and unconditionally
guarantees to Agent and Lenders and their respective successors and assigns, the
full and prompt payment (whether at stated maturity, by acceleration or
otherwise) and performance of, all Obligations owed or hereafter owing to Agent
and Lenders by each other Borrower. Each Borrower agrees that its guaranty
obligation hereunder is a continuing guaranty of payment and performance and not
of collection, that its obligations under this Section 12 shall not be
discharged until payment and performance, in full, of the Obligations has
occurred, and that its obligations under this Section 12 shall be absolute and
unconditional, irrespective of, and unaffected by,

          (a) the genuineness, validity, regularity, enforceability or any
future amendment of, or change in, this Agreement, any other Loan Document or
any other agreement, document or instrument to which any Borrower is or may
become a party;


                                       67





<PAGE>

          (b) the absence of any action to enforce this Agreement (including
this Section 12) or any other Loan Document or the waiver or consent by Agent
and Lenders with respect to any of the provisions thereof;

          (c) the existence, value or condition of, or failure to perfect its
Lien against, any security for the Obligations or any action, or the absence of
any action, by Agent and Lenders in respect thereof (including the release of
any such security);

          (d) the insolvency of any Credit Party; or

          (e) any other action or circumstances that might otherwise constitute
a legal or equitable discharge or defense of a surety or guarantor.

Each Borrower shall be regarded, and shall be in the same position, as principal
debtor with respect to the Obligations guaranteed hereunder.

     12.2. Waivers by Borrowers. Each Borrower expressly waives all rights it
may have now or in the future under any statute, or at common law, or at law or
in equity, or otherwise, to compel Agent or Lenders to marshal assets or to
proceed in respect of the Obligations guaranteed hereunder against any other
Credit Party, any other party or against any security for the payment and
performance of the Obligations before proceeding against, or as a condition to
proceeding against, such Borrower. It is agreed among each Borrower, Agent and
Lenders that the foregoing waivers are of the essence of the transaction
contemplated by this Agreement and the other Loan Documents and that, but for
the provisions of this Section 12 and such waivers, Agent and Lenders would
decline to enter into this Agreement.

     12.3. Benefit of Guaranty. Each Borrower agrees that the provisions of this
Section 12 are for the benefit of Agent and Lenders and their respective
successors, transferees, endorsees and assigns, and nothing herein contained
shall impair, as between any other Borrower and Agent or Lenders, the
obligations of such other Borrower under the Loan Documents.

     12.4. Subordination of Subrogation, Etc. Notwithstanding anything to the
contrary in this Agreement or in any other Loan Document, and except as set
forth in Section 12.7, each Borrower hereby expressly and irrevocably
subordinates to payment of the Obligations any and all rights at law or in
equity to subrogation, reimbursement, exoneration, contribution, indemnification
or set off and any and all defenses available to a surety, guarantor or
accommodation co-obligor until the Obligations are indefeasibly paid in full in
cash. Each Borrower acknowledges and agrees that this subordination is intended
to benefit Agent and Lenders and shall not limit or otherwise affect such
Borrower's liability hereunder or the enforceability of this Section 12, and
that Agent, Lenders and their respective successors and assigns are intended
third party beneficiaries of the waivers and agreements set forth in this
Section 12.4.

     12.5. Election of Remedies. If Agent or any Lender may, under applicable
law, proceed to realize its benefits under any of the Loan Documents giving
Agent or such Lender a Lien upon any Collateral, whether owned by any Borrower
or by any other Person, either by judicial foreclosure or by non-judicial sale
or enforcement, Agent or any Lender may, at its sole option, determine which of
its remedies or rights it may pursue without affecting any of its rights


                                       68





<PAGE>

and remedies under this Section 12. If, in the exercise of any of its rights and
remedies, Agent or any Lender shall forfeit any of its rights or remedies,
including its right to enter a deficiency judgment against any Borrower or any
other Person, whether because of any applicable laws pertaining to "election of
remedies" or the like, each Borrower hereby consents to such action by Agent or
such Lender and waives any claim based upon such action, even if such action by
Agent or such Lender shall result in a full or partial loss of any rights of
subrogation that each Borrower might otherwise have had but for such action by
Agent or such Lender. Any election of remedies that results in the denial or
impairment of the right of Agent or any Lender to seek a deficiency judgment
against any Borrower shall not impair any other Borrower's obligation to pay the
full amount of the Obligations. In the event Agent or any Lender shall bid at
any foreclosure or trustee's sale or at any private sale permitted by law or the
Loan Documents, Agent or such Lender may bid all or less than the amount of the
Obligations and the amount of such bid need not be paid by Agent or such Lender
but shall be credited against the Obligations. The amount of the successful bid
at any such sale, whether Agent, Lender or any other party is the successful
bidder, shall be conclusively deemed to be the fair market value of the
Collateral and the difference between such bid amount and the remaining balance
of the Obligations shall be conclusively deemed to be the amount of the
Obligations guaranteed under this Section 12, notwithstanding that any present
or future law or court decision or ruling may have the effect of reducing the
amount of any deficiency claim to which Agent or any Lender might otherwise be
entitled but for such bidding at any such sale.

     12.6. Limitation. Notwithstanding any provision herein contained to the
contrary, each Borrower's liability under this Section 12 (which liability is in
any event in addition to amounts for which such Borrower is primarily liable
under Section 1) shall be limited to an amount not to exceed as of any date of
determination the greater of:

          (a) the net amount of all Loans advanced to any other Borrower under
this Agreement and then re-loaned or otherwise transferred to, or for the
benefit of, such Borrower; and

          (b) the amount that could be claimed by Agent and Lenders from such
Borrower under this Section 12 without rendering such claim voidable or
avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any
applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar statute or common law after taking into account, among other
things, such Borrower's right of contribution and indemnification from each
other Borrower under Section 12.7.

     12.7. Contribution with Respect to Guaranty Obligations

          (a) To the extent that any Borrower shall make a payment under this
Section 12 of all or any of the Obligations (other than Loans made to that
Borrower for which it is primarily liable) (a "Guarantor Payment") that, taking
into account all other Guarantor Payments then previously or concurrently made
by any other Borrower, exceeds the amount that such Borrower would otherwise
have paid if each Borrower had paid the aggregate Obligations


                                       69





<PAGE>

satisfied by such Guarantor Payment in the same proportion that such Borrower's
"Allocable Amount" (as defined below) (as determined immediately prior to such
Guarantor Payment) bore to the aggregate Allocable Amounts of each of the
Borrowers as determined immediately prior to the making of such Guarantor
Payment, then, following indefeasible payment in full in cash of the Obligations
and termination of the Commitments, such Borrower shall be entitled to receive
contribution and indemnification payments from, and be reimbursed by, each other
Borrower for the amount of such excess, pro rata based upon their respective
Allocable Amounts in effect immediately prior to such Guarantor Payment.

          (b) As of any date of determination, the "Allocable Amount" of any
Borrower shall be equal to the maximum amount of the claim that could then be
recovered from such Borrower under this Section 12 without rendering such claim
voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or
under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent
Conveyance Act or similar statute or common law.

          (c) This Section 12.7 is intended only to define the relative rights
of Borrowers and nothing set forth in this Section 12.7 is intended to or shall
impair the obligations of Borrowers, jointly and severally, to pay any amounts
as and when the same shall become due and payable in accordance with the terms
of this Agreement, including Section 12.1. Nothing contained in this Section
12.7 shall limit the liability of any Borrower to pay the Loans made directly or
indirectly to that Borrower and accrued interest, Fees and expenses with respect
thereto for which such Borrower shall be primarily liable.

          (d) The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets of the Borrower to which such
contribution and indemnification is owing.

          (e) The rights of the indemnifying Borrowers against other Credit
Parties under this Section 12.7 shall be exercisable upon the full and
indefeasible payment of the Obligations and the termination of the Commitments.

     12.8. Liability Cumulative. The liability of Borrowers under this Section
12 is in addition to and shall be cumulative with all liabilities of each
Borrower to Agent and Lenders under this Agreement and the other Loan Documents
to which such Borrower is a party or in respect of any Obligations or obligation
of the other Borrower, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.


                                       70





<PAGE>

          IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first written above.

                                            STANDARD MOTOR PRODUCTS, INC.


                                            By:    /s/ ROBERT H. MARTIN
                                                --------------------------------
                                            Name:  Robert H. Martin
                                                  ------------------------------
                                            Title: Treasurer
                                                   -----------------------------


                                            MARDEVCO CREDIT CORP.


                                            By:    /s/ ROBERT H. MARTIN
                                                --------------------------------
                                            Name:  Robert H. Martin
                                                  ------------------------------
                                            Title: Treasurer
                                                   -----------------------------


                                            STANRIC, INC.


                                            By:    /s/ ROBERT H. MARTIN
                                                --------------------------------
                                            Name:  Robert H. Martin
                                                  ------------------------------
                                            Title: Treasurer
                                                   -----------------------------


                                            GENERAL ELECTRIC CAPITAL
                                            CORPORATION,
                                            as Agent and Lender


                                            By:   /s/ HOWARD WEINBERG
                                                --------------------------------
                                            Name: Howard Weinberg
                                                  ------------------------------
                                                  Duly Authorized Signatory


                                       71





<PAGE>

                                            GMAC COMMERCIAL FINANCE LLC
                                            (as successor by merger to
                                            GMAC Commercial Credit LLC),
                                            as Documentation Agent and Lender


                                            By:    /s/ DAVID M. DUFFY
                                                --------------------------------
                                            Name:  David M. Duffy
                                                  ------------------------------
                                            Title: Senior Vice President
                                                   -----------------------------


                                            BANK OF AMERICA, N.A.,
                                            as Syndication Agent and Lender


                                            By:    /s/ WILLIAM J. WILSON
                                                --------------------------------
                                            Name:  William J. Wilson
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------


                                            TRANSAMERICA BUSINESS CAPITAL
                                            CORPORATION,
                                            as Lender


                                            By:    /s/ CHRISTOPHER D. NERRITO
                                                --------------------------------
                                            Name:  Christopher D. Nerrito
                                                  ------------------------------
                                            Title: VP
                                                   -----------------------------


                                            CONGRESS FINANCIAL CORPORATION,
                                            as Lender


                                            By:    /s/ DIONNE S. RICE
                                                --------------------------------
                                            Name:  Dionne S. Rice
                                                  ------------------------------
                                            Title: AVP
                                                   -----------------------------


                                            JPMORGAN CHASE BANK,
                                            as Lender


                                            By:    /s/ DESIREE THOMAS
                                                --------------------------------
                                            Name:  Desiree Thomas
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------



                                       72





<PAGE>


                                            HSBC BANK USA,
                                            as Lender


                                            By:    /s/ THOMAS J. DIONIAN
                                                --------------------------------
                                            Name:  Thomas J. Dionian
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------


                                            FOOTHILL CAPITAL CORPORATION,
                                            as Lender


                                            By:    /s/ RINA SHINODA
                                                --------------------------------
                                            Name:  Rina Shinoda
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------


                                            MERRILL LYNCH CAPITAL, a Division of
                                            MERRILL LYNCH BUSINESS FINANCIAL
                                            SERVICES INC., as Lender


                                            By:    /s/ T. BUROWSKY
                                                --------------------------------
                                            Name:  T. Burowsky
                                                  ------------------------------
                                            Title: Director
                                                   -----------------------------


                                       73





<PAGE>

                                            The following Persons are
                                            signatories to this Agreement in
                                            their capacity as Credit Parties and
                                            not as Borrowers.

                                            SMP MOTOR PRODUCTS LTD.


                                            By:    /s/ ROBERT H. MARTIN
                                                --------------------------------
                                            Name:  Robert H. Martin
                                                  ------------------------------
                                            Title: Treasurer
                                                   -----------------------------


                                            RENO STANDARD INCORPORATED


                                            By:    /s/ ROBERT H. MARTIN
                                                --------------------------------
                                            Name:  Robert H. Martin
                                                  ------------------------------
                                            Title: Treasurer
                                                   -----------------------------


                                       74





<PAGE>

                               ANNEX A (Recitals)
                                       to
                                CREDIT AGREEMENT

                                   DEFINITIONS

          Capitalized terms used in the Loan Documents shall have (unless
otherwise provided elsewhere in the Loan Documents) the following respective
meanings, and all references to Sections, Exhibits, Schedules or Annexes in the
following definitions shall refer to Sections, Exhibits, Schedules or Annexes of
or to the Agreement:

          "Account Debtor" means any Person who may become obligated to any
Credit Party under, with respect to, or on account of, an Account, Chattel Paper
or General Intangibles (including a payment intangible).

          "Accounting Changes" has the meaning ascribed thereto in Annex G.

          "Accounts" means all "accounts," as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party, including (a) all accounts
receivable, other receivables, book debts and other forms of obligations (other
than forms of obligations evidenced by Chattel Paper or Instruments) (including
any such obligations that may be characterized as an account or contract right
under the Code), (b) all of each Credit Party's rights in, to and under all
purchase orders or receipts for goods or services, (c) all of each Credit
Party's rights to any goods represented by any of the foregoing (including
unpaid sellers' rights of rescission, replevin, reclamation and stoppage in
transit and rights to returned, reclaimed or repossessed goods), (d) all rights
to payment due to any Credit Party for property sold, leased, licensed, assigned
or otherwise disposed of, for a policy of insurance issued or to be issued, for
a secondary obligation incurred or to be incurred, for energy provided or to be
provided, for the use or hire of a vessel under a charter or other contract,
arising out of the use of a credit card or charge card, or for services rendered
or to be rendered by such Credit Party or in connection with any other
transaction (whether or not yet earned by performance on the part of such Credit
Party), (e) all health care insurance receivables and (f) all collateral
security of any kind, given by any Account Debtor or any other Person with
respect to any of the foregoing.

          "Acquisition" means the acquisition of all or substantially all of the
assets of Dana Corporation's Aftermarket Engine Management Division.

          "Acquisition Agreement" means the Asset Purchase Agreement, dated as
of February 7, 2003, by and among Dana Corporation, a Virginia corporation,
Automotive Controls Corp., a Connecticut corporation, BWD Automotive
Corporation, a Delaware corporation, Pacer Industries, Inc., a Missouri
corporation, Ristance Corporation, an Indiana corporation, Engine Controls
Distribution Services, Inc., a Delaware corporation, as sellers, and SMP, as
buyer.

          "Acquisition Closing Date" means the date the Acquisition is
effectuated.


                                      A-1





<PAGE>

          "Acquisition Conditions" means the conditions set forth on Annex D-2
to the Agreement.

          "Acquisition Loan Facility" means the Tranche B Revolving Credit
Advances.

          "Additional Capitalization Requirement" means, based upon the
$94,000,000 cash portion of the consideration to be paid in connection with the
Acquisition (the "Cash Purchase Price") the receipt by SMP of no less than
$59,000,000 of net cash proceeds from the issuance of new equity prior to the
closing of the Acquisition on accepted terms. If the Cash Purchase Price is less
than $94,000,000, then the Additional Capitalization Requirement shall be
reduced by one dollar for every two dollar reduction in the Cash Purchase Price.

          "Additional MCC Amortizing Availability" means (i) as to any Eligible
Real Estate purchased by MCC after the Closing Date fifty percent (50%) of the
Fair Market Value of such Eligible Real Estate and as to Eligible Equipment
purchased by MCC after the Closing Date 85% of the Net Orderly Liquidation Value
of such Eligible Equipment less (ii) one-twenty eighth of the amount determined
under clause (i) for each full Fiscal Quarter occurring after the purchase of
such Eligible Real Estate or Eligible Equipment, as the case may be.

          "Additional SI Amortizing Availability" means as to each item of
Eligible Equipment purchased by SI after the Closing Date, (i) 85% of the Net
Orderly Liquidation Value of such Eligible Equipment less (ii) one-twenty eighth
of the amount determined under clause (i) for each full Fiscal Quarter occurring
after the purchase of such Eligible Equipment.

          "Additional SMP Amortizing Availability" means (i) as to any Eligible
Real Estate purchased by SMP after the Closing Date fifty percent (50%) of the
Fair Market Value of such Eligible Real Estate and as to Eligible Equipment
purchased by SMP after the Closing Date 85% of the Net Orderly Liquidation Value
of such Eligible Equipment less (ii) one-twenty eighth of the amount determined
under clause (i) for each full Fiscal Quarter occurring after the purchase of
such Eligible Real Estate or Eligible Equipment, as the case may be.

          "Advance" means any Revolving Credit Advance.

          "Affiliate" means, with respect to any Person, (a) each Person that,
directly or indirectly, owns or controls, whether beneficially, or as a trustee,
guardian or other fiduciary, 5% or more of the Stock having ordinary voting
power in the election of directors of such Person, (b) each Person that
controls, is controlled by or is under common control with such Person, (c) each
of such Person's officers, directors, joint venturers and partners and (d) in
the case of Borrowers, the immediate family members, spouses and lineal
descendants of individuals who are Affiliates of any Borrower. For the purposes
of this definition, "control" of a Person shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of its management or
policies, whether through the ownership of voting securities, by contract or
otherwise; provided, however, that the term "Affiliate" shall specifically
exclude Agent and each Lender and, to the extent Seller would be an Affiliate
due solely to the closing of the Acquisition, Seller.

          "Agent" means GE Capital in its capacity as Agent for Lenders or its
successor appointed pursuant to Section 9.7.


                                      A-2





<PAGE>

          "Aggregate Amortizing Availability" means the sum of MCC Amortizing
Availability, SI Amortizing Availability and SMP Amortizing Availability,
subject to the limitation in Section 1.1(a)(iv).

          "Aggregate Borrowing Base" means as of any date of determination, an
amount equal to (i) the sum of the MCC Borrowing Base, the SMP Borrowing Base
and the SI Borrowing Base; less (ii) any Reserves except to the extent already
deducted therefrom.

          "Agreement" means the Amended and Restated Credit Agreement by and
among Borrowers, the other Credit Parties party thereto, GE Capital, as Agent
and Lender and the other Lenders from time to time party thereto, as the same
may be amended, supplemented, restated or otherwise modified from time to time.

          "Appendices" has the meaning ascribed to it in the recitals to the
Agreement.

          "Applicable Margins" means collectively the Applicable Unused Line Fee
Margin, the Applicable Revolver Index Margin, the Applicable Revolver LIBOR
Margin.

          "Applicable Revolver Index Margin" means the per annum interest rate
margin from time to time in effect and payable in addition to the Index Rate
applicable to the Revolving Loan, as determined by reference to Section 1.5(a).

          "Applicable Revolver LIBOR Margin" means the per annum interest rate
from time to time in effect and payable in addition to the LIBOR Rate applicable
to the Revolving Loan, as determined by reference to Section 1.5(a).

          "Applicable Unused Line Fee Margin" means the per annum fee, from time
to time in effect, payable in respect of Borrowers' non-use of committed funds
pursuant to Section 1.9(b), which fee is determined by reference to Section
1.5(a).

          "Asbestos Claims" means claims seeking to impose liability on SMP in
connection with any alleged exposure to asbestos.

          "Asbestos Reserve" means, as of the date of determination by Agent, an
amount equal to (1) in the event that Borrowers have obtained an insurance
policy from an insurer, and in form and substance, acceptable to Agent, covering
Borrowers' asbestos liability claims, the sum of (A) all unpaid premiums with
respect thereto and (B) the amount of the deductible for such policy, less, on a
dollar-for-dollar basis, the amount of any payment made by any Borrower after
the Closing Date against such deductible, or (2) in the event that Borrowers
have not obtained an insurance policy as described in clause (1) above: the
greater of (i) $7,000,000, (ii) an amount equal to Borrowers' medium five year
expected asbestos liability (based upon the most recent actuarial study received
by Agent), or (iii) at Agent's discretion, an amount which reflects the
aggregate amount of unsettled claims at any time and from time to time, on and
after the Closing Date and continuing until the earlier of: (A) such time that
Borrowers elect, if at all, to obtain the insurance policy referred to in clause
(1) above (in which case, the Asbestos Reserve shall be as provided in clause
(1) above) and (B) the Commitment Termination Date.

          "Assignment Agreement" has the meaning ascribed to it in Section
9.1(a).


                                      A-3





<PAGE>

          "AutoZone/SunTrust Program" means the Vendor Program established
between AutoZone, Inc. and SunTrust Bank pursuant to which AutoZone, Inc.
consolidates multiple invoices from a supplier into a single large payment and
issues a negotiable draft to the supplier, which draft is purchased by SunTrust
from the supplier at an agreed upon purchase price.

          "Bankruptcy Code" means the provisions of Title 11 of the United
States Code, 11 U.S.C. 'SS''SS'101 et seq.

          "Blocked Accounts" has the meaning ascribed to it in Annex C.

          "Borrower Representative" means SMP in its capacity as Borrower
Representative pursuant to the provisions of Section 1.1(d).

          "Borrowers" and "Borrower" have the respective meanings ascribed
thereto in the preamble to the Agreement.

          "Borrowing Availability" means as of any date of determination (a) as
to all Borrowers, the lesser of (i) the Maximum Amount and (ii) the Aggregate
Borrowing Base, in each case, less the aggregate Revolving Credit Advances then
outstanding, or (b) as to an individual Borrower, the lesser of (i) the Maximum
Amount less the Revolving Loan outstanding to all other Borrowers and (ii) that
Borrower's separate Borrowing Base, less the Revolving Credit Advances
outstanding to that Borrower; provided that an Overadvance in accordance with
Section 1.1(a)(iii) may cause the Revolving Loan to exceed the Aggregate
Borrowing Base or a Borrower's separate Borrowing Base by the amount of such
permitted Overadvance. Borrowing Availability for purposes of clauses (a) and
(b) shall be determined with trade payables being paid consistent with past
practices, with expenses and liabilities being paid in the ordinary course of
business, without acceleration of sales and without deterioration of working
capital.

          "Borrowing Base" means as the context may require, the MCC Borrowing
Base, the SMP Borrowing Base, and the SI Borrowing Base or any such Borrowing
Base. Notwithstanding anything contained herein to the contrary, for purposes of
determining any Borrowing Base, (a) the value of Eligible Inventory acquired by
any Borrower from any other Borrower shall be the lower of cost (determined on a
first-in, first-out basis) or market of either the selling Borrower or the
purchasing Borrower, whichever is lower and (b) the Net Orderly Liquidation
Value of any Eligible Equipment or Eligible Inventory and the Fair Market Value
of any Eligible Real Estate may be adjusted by Agent from time to time to
reflect the results of the most recent appraisal thereof.

          "Borrowing Base Certificate" means a certificate to be executed and
delivered from time to time by each Borrower in the form attached to the
Agreement as Exhibit 4.1(b).

          "Business Day" means any day that is not a Saturday, a Sunday or a day
on which banks are required or permitted to be closed in the State New York and
in reference to LIBOR Loans shall mean any such day that is also a LIBOR
Business Day.

          "Capital Expenditures" means, with respect to any Person, all
expenditures (by the expenditure of cash or the incurrence of Indebtedness) by
such Person during any measuring period for any fixed assets or improvements or
for replacements, substitutions or additions


                                      A-4





<PAGE>

thereto that have a useful life of more than one year and that are required to
be capitalized under GAAP.

          "Capital Lease" means, with respect to any Person, any lease of any
property (whether real, personal or mixed) by such Person as lessee that, in
accordance with GAAP, would be required to be classified and accounted for as a
capital lease on a balance sheet of such Person.

          "Capital Lease Obligation" means, with respect to any Capital Lease of
any Person, the amount of the obligation of the lessee thereunder that, in
accordance with GAAP, would appear on a balance sheet of such lessee in respect
of such Capital Lease.

          "Car Quest Long Term Accounts" means Accounts owed by General Parts
Inc. that provide for extended dating for the initial stocking orders that arose
from such Account Debtor's acquisition of certain assets of APS, Inc.

          "Cash Collateral Account" has the meaning ascribed to it Annex B.

          "Cash Equivalents" has the meaning ascribed to it in Annex B.

          "Cash Management Systems" has the meaning ascribed to it in Section
1.8.

          "Cash Purchase Price" has the meaning ascribed to it in the definition
of Additional Capitalization Requirement.

          "Change of Control" means any of the following: (a) any person or
group of persons (within the meaning of the Securities Exchange Act of 1934,)
other than the Existing Stockholder Group shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934,) of 30% or more
of the issued and outstanding shares of capital Stock of SMP having the right to
vote for the election of directors of SMP under ordinary circumstances; (b)
during any period of twelve consecutive calendar months, individuals who at the
beginning of such period constituted the board of directors of SMP (together
with any new directors whose election by the board of directors of SMP or whose
nomination for election by the Stockholders of SMP was approved by a vote of at
least two-thirds of the directors then still in office who either were directors
at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason other than death or disability to
constitute a majority of the directors then in office; or (c) SMP ceases to own
and control all of the economic and voting rights associated with all of the
outstanding capital Stock of any of its Subsidiaries other than as set forth on
Disclosure Schedule (3.8).

          "Charges" means all federal, state, county, city, municipal, local,
foreign or other governmental taxes (including taxes owed to the PBGC at the
time due and payable), levies, assessments, charges, liens, claims or
encumbrances upon or relating to (a) the Collateral, (b) the Obligations, (c)
the employees, payroll, income or gross receipts of any Credit Party, (d) any
Credit Party's ownership or use of any properties or other assets, or (e) any
other aspect of any Credit Party's business.


                                      A-5





<PAGE>

          "Chattel Paper" means any "chattel paper," as such term is defined in
the Code, including electronic chattel paper, now owned or hereafter acquired by
any Credit Party.

          "Closing Date" means February 7, 2003.

          "Closing Checklist" means the schedule, including all appendices,
exhibits or schedules thereto, listing certain documents and information to be
delivered in connection with the Agreement, the other Loan Documents and the
transactions contemplated thereunder, substantially in the form attached hereto
as Annex D.

          "Code" means the Uniform Commercial Code as the same may, from time to
time, be enacted and in effect in the State of New York; provided, that to the
extent that the Code is used to define any term herein or in any Loan Document
and such term is defined differently in different Articles or Divisions of the
Code, the definition of such term contained in Article or Division 9 shall
govern; provided, further, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection or priority of, or
remedies with respect to, Agent's or any Lender's Lien on any Collateral is
governed by the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of New York, the term "Code" shall mean the
Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such attachment,
perfection, priority or remedies and for purposes of definitions related to such
provisions.

          "Collateral" means the property covered by the Security Agreement, the
Mortgages and the other Collateral Documents and any other property, real or
personal, tangible or intangible, now existing or hereafter acquired, that may
at any time be or become subject to a security interest or Lien in favor of
Agent, on behalf of itself and Lenders, to secure the Obligations.

          "Collateral Documents" means the Security Agreement, the Pledge
Agreements, the Guaranties, the Mortgages, the Intellectual Property Security
Agreement, and all similar agreements entered into guaranteeing payment of, or
granting a Lien upon property as security for payment of, the Obligations.

          "Collateral Reports" means the reports with respect to the Collateral
referred to in Annex F.

          "Collection Account" means that certain account of Agent, account
number 502-328-54 in the name of Agent at DeutscheBank Trust Company Americas in
New York, New York ABA No. 021 001 033, or such other account as may be
specified in writing by Agent as the "Collection Account."

          "Commitment Termination Date" means the earliest of (a) February 7,
2008, (b) the date of termination of Lenders' obligations to make Advances and
to incur Letter of Credit Obligations or permit existing Loans to remain
outstanding pursuant to Section 8.2(b), and (c) the date of indefeasible
prepayment in full by Borrowers of the Loans and the cancellation and return (or
stand-by guarantee) of all Letters of Credit or the cash collateralization of
all Letter of Credit Obligations pursuant to Annex B, and the permanent
reduction of all Commitments to zero dollars ($0).


                                      A-6





<PAGE>

          "Commitments" means (a) as to any Lender, the aggregate of such
Lender's Tranche A Revolving Loan Commitment and Tranche B Revolving Loan
Commitment as set forth on Annex J to the Agreement or in the most recent
Assignment Agreement executed by such Lender and (b) as to all Lenders, the
aggregate of all Lenders' Tranche A Revolving Loan Commitments and Tranche B
Revolving Loan Commitments which aggregate commitment shall be Three Hundred and
Five Million Dollars ($305,000,000) on the Closing Date, as to each of clauses
(a) and (b), as such Commitments may be reduced, amortized or adjusted from time
to time in accordance with the Agreement. On and after the Acquisition Closing
Date, references to Tranche A Revolving Loan Commitments and Tranche B Revolving
Loan Commitments shall be references to the Revolving Loan Commitments as set
forth in Annex J or in the most recent Assignment Agreement executed by such
Lender.

          "Compliance Certificate" has the meaning ascribed to it in Annex E.

          "Concentration Account" has the meaning ascribed to it in Annex C.

          "Contracts" means all "contracts," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, in any event,
including all contracts, undertakings, or agreements (other than rights
evidenced by Chattel Paper, Documents or Instruments) in or under which any
Credit Party may now or hereafter have any right, title or interest, including
any agreement relating to the terms of payment or the terms of performance of
any Account.

          "Control Letter" means a letter agreement between Agent and (i) the
issuer of uncertificated securities with respect to uncertificated securities in
the name of any Credit Party, (ii) a securities intermediary with respect to
securities, whether certificated or uncertificated, securities entitlements and
other financial assets held in a securities account in the name of any Credit
Party, (iii) a futures commission merchant or clearing house, as applicable,
with respect to commodity accounts and commodity contracts held by any Credit
Party, whereby, among other things, the issuer, securities intermediary or
futures commission merchant disclaims any security interest in the applicable
financial assets, acknowledges the Lien of Agent, on behalf of itself and
Lenders, on such financial assets, and agrees to follow the instructions or
entitlement orders of Agent without further consent by the affected Credit
Party.

          "Copyright License" means any and all rights now owned or hereafter
acquired by any Credit Party under any written agreement granting any right to
use any Copyright or Copyright registration.

          "Copyright Security Agreements" means the Copyright Security
Agreements made in favor of Agent, on behalf of itself and Lenders, by each
applicable Credit Party, as amended, modified or supplemented from time to time.

          "Copyrights" means all of the following now owned or hereafter adopted
or acquired by any Credit Party: (a) all copyrights and General Intangibles of
like nature (whether registered or unregistered), all registrations and
recordings thereof, and all applications in connection therewith, including all
registrations, recordings and applications in the United States Copyright Office
or in any similar office or agency of the United States, any state or territory


                                      A-7





<PAGE>

thereof, or any other country or any political subdivision thereof, and (b) all
reissues, extensions or renewals thereof.

          "Credit Parties" means each Borrower, RSI and SMP Canada.

          "Dana Amortizing Availability" means $3,835,000 less $136,965 per
Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2002.

          "Default" means any event that, with the passage of time or notice or
both, would, unless cured or waived, become an Event of Default.

          "Default Rate" has the meaning ascribed to it in Section 1.5(d).

          "Deposit Accounts" means all "deposit accounts" as such term is
defined in the Code, now or hereafter held in the name of any Credit Party
including, without limitation, all checking accounts.

          "Disbursement Accounts" has the meaning ascribed to it in Annex C.

          "Disclosure Schedules" means the Schedules prepared by Borrowers and
denominated as Disclosure Schedules (1.4) through (6.7) in the Index to the
Agreement.

          "Documents" means all "documents," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located.

          "Dollars" or "$" means lawful currency of the United States of America
and, solely for purposes of Section 1.6, of Canada.

          "EBITDA" means, with respect to any Person for any fiscal period,
without duplication, an amount equal to (a) consolidated net income of such
Person for such period determined in accordance with GAAP, minus (b) the sum of
(i) income tax credits (ii) gain from extraordinary items for such period, (iii)
any aggregate net gain (but not any aggregate net loss) during such period
arising from the sale, exchange or other disposition of capital assets by such
Person (including any fixed assets, whether tangible or intangible, all
inventory sold in conjunction with the disposition of fixed assets and all
securities), and (iv) any other non-operating, non-cash gains that have been
added in determining consolidated net income, in each case to the extent
included in the calculation of consolidated net income of such Person for such
period in accordance with GAAP, but without duplication, plus (c) the sum of (i)
any provision for income taxes, (ii) Interest Expense, (iii) loss from
extraordinary items for such period, (iv) the amount of non-cash charges
(including depreciation and amortization) for such period, (v) amortized debt
discount for such period, and (vi) the amount of any deduction to consolidated
net income as the result of any grant to any members of the management of such
Person of any Stock, in each case to the extent included in the calculation of
consolidated net income of such Person for such period in accordance with GAAP,
but without duplication. For purposes of this definition, the following items
shall be excluded in determining consolidated net income of a Person: (1) the
income (or deficit) of any other Person accrued prior to the date it became a
Subsidiary of, or was merged or consolidated into, such Person or any of such
Person's Subsidiaries; (2) the undistributed earnings of any Subsidiary of such
Person to the extent that


                                      A-8





<PAGE>

the declaration or payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms of any contractual
obligation or requirement of law applicable to such Subsidiary; (3) any
restoration to income of any reserve established for specific non-recurring
items, except to the extent that provision for such reserve was made out of
income accrued during such period; (4) any write-up of any asset; (5) any net
gain from the collection of the proceeds of life insurance policies; (6) any net
gain arising from the acquisition of any securities, or the extinguishment,
under GAAP, of any Indebtedness, of such Person; (7) in the case of a successor
to such Person by consolidation or merger or as a transferee of its assets, any
earnings of such successor prior to such consolidation, merger or transfer of
assets; (8) any deferred credit representing the excess of equity in any
Subsidiary of such Person at the date of acquisition of such Subsidiary over the
cost to such Person of the investment in such Subsidiary; and (9) Restructuring
Charges. The amount of Restructuring Charges shall not exceed $3,000,000 for the
three month period ending June 30, 2003, $7,000,000 for the six month period
ending September 30, 2003, $10,000,000 for the nine month period ending December
31, 2003 and $11,000,000 for the twelve month period ending March 31, 2004.

          "Eligible Accounts" has the meaning ascribed to it in Section 1.6.

          "Eligible Equipment" means, as to any Borrower, Equipment which is
subject to a first priority Lien in favor of Agent, for its benefit and for the
ratable benefit of Lenders, and which is appraised by an appraiser satisfactory
to Agent.

          "Eligible Inventory" has the meaning ascribed to it in Section 1.7.

          "Eligible Real Estate" means as to any Borrower, real estate with
respect to which Agent shall have received (a) Mortgages covering all of such
real estate together with (i) title insurance policies, current as-built
surveys, zoning letters and certificates of occupancy, in each case reasonably
satisfactory in form and substance to Agent, (ii) evidence that counterparts of
the Mortgages have been recorded in all places to the extent necessary or
desirable, in the judgment of Agent, to create a valid and enforceable first
priority Lien (subject to Permitted Encumbrances) on such real estate in favor
of Agent for the benefit of itself and Lenders (or in favor of such other
trustee as may be required or desired under local law); and (iii) an opinion of
counsel in each state in which any such real estate is located in form and
substance and from counsel reasonably satisfactory to Agent, (b) Phase I
Environmental Site Assessment Reports, consistent with American Society for
Testing and Materials (ASTM) Standard E 1527-00 and applicable state
requirements, on all of such real estate, dated no more than 6 months prior to
the date of purchase of such real estate, prepared by environmental engineers
reasonably satisfactory to Agent, all in form and substance reasonably
satisfactory to Agent, in its sole discretion and Agent shall have further
received (i) such environmental review and audit reports, including Phase II
reports, with respect to such real estate as Agent may request, and Agent shall
be satisfied in its sole discretion, with the contents of all such environmental
reports, and (ii) letters executed by the environmental firms preparing such
environmental reports, in form and substance reasonably satisfactory to Agent,
authorizing Agent and Lenders to rely on such reports, and (c) appraisals of
such real estate which shall be in form and substance, and prepared by
appraisers, reasonably satisfactory to Agent.


                                      A-9





<PAGE>

          "Environmental Laws" means all applicable federal, state, local and
foreign laws, statutes, ordinances, codes, rules, standards and regulations, now
or hereafter in effect, and any legally binding applicable judicial or
administrative interpretation thereof, including any applicable judicial or
administrative order, consent decree, order or judgment, imposing liability or
standards of conduct for or relating to the regulation and protection of (i)
human health or safety from exposure to Hazardous Material or (ii) the
environment and natural resources (including ambient air, surface water,
groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic
species and vegetation). Environmental Laws include the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C.
'SS''SS'9601 et seq.) ("CERCLA"); the Hazardous Materials Transportation
Authorization Act of 1994 (49 U.S.C. 'SS''SS'5101 et seq.); the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. 'SS''SS'136 et seq.); the
Solid Waste Disposal Act (42 U.S.C. 'SS''SS'6901 et seq.); the Toxic Substance
Control Act (15 U.S.C. 'SS''SS'2601 et seq.); the Clean Air Act (42 U.S.C.
'SS''SS'7401 et seq.); the Federal Water Pollution Control Act (33 U.S.C.
'SS''SS'1251 et seq.); the Occupational Safety and Health Act (29 U.S.C.
'SS''SS'651 et seq.); and the Safe Drinking Water Act (42 U.S.C.
'SS''SS'300(f) et seq.), and any and all regulations promulgated thereunder, and
all analogous state, local and foreign counterparts or equivalents and any
transfer of ownership notification or approval statutes.

          "Environmental Liabilities" means, with respect to any Person, all
liabilities, obligations, responsibilities, response, remedial and removal
costs, investigation and feasibility study costs, capital costs, operation and
maintenance costs, losses, damages, punitive damages, property damages, natural
resource damages, consequential damages, treble damages, costs and expenses
(including all reasonable fees, disbursements and expenses of counsel, experts
and consultants), fines, penalties, sanctions and interest incurred as a result
of or related to any claim, suit, action, investigation, proceeding or demand by
any Person, whether based in contract, tort, implied or express warranty, strict
liability, criminal or civil statute or common law, including any arising under
or related to any Environmental Laws, Environmental Permits, or in connection
with any Release or threatened Release or presence of a Hazardous Material
whether on, at, in, under, from or about or in the vicinity of any real or
personal property.

          "Environmental Permits" means all permits, licenses, authorizations,
certificates, approvals or registrations required by any Governmental Authority
under any Environmental Laws.

          "Equipment" means all "equipment," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located and,
in any event, including all such Credit Party's machinery and equipment,
including processing equipment, conveyors, machine tools, data processing and
computer equipment, including embedded software and peripheral equipment and all
engineering, processing and manufacturing equipment, office machinery,
furniture, materials handling equipment, tools, attachments, accessories,
automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor
vehicles, rolling stock and other equipment of every kind and nature, trade
fixtures and fixtures not forming a part of real property, together with all
additions and accessions thereto, replacements therefor, all parts therefor, all
substitutes for any of the foregoing, fuel therefor, and all manuals, drawings,
instructions, warranties and rights with respect thereto, and all products and
proceeds thereof and condemnation awards and insurance proceeds with respect
thereto.


                                      A-10





<PAGE>

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any regulations promulgated thereunder.

          "ERISA Affiliate" means, with respect to any Credit Party, any trade
or business (whether or not incorporated) that, together with such Credit Party,
are treated as a single employer within the meaning of Sections 414(b), (c), (m)
or (o) of the IRC.

          "ERISA Event" means, with respect to any Credit Party or any ERISA
Affiliate, (a) with respect to a Title IV Plan, any event described in Section
4043(c) of ERISA for which notice to the PBGC has not been waived; (b) the
withdrawal of any Credit Party or ERISA Affiliate from a Title IV Plan subject
to Section 4063 of ERISA during a plan year in which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial
withdrawal of any Credit Party or any ERISA Affiliate from any Multiemployer
Plan; (d) the filing of a notice of intent to terminate a Title IV Plan in a
distress termination described in Section 4041(c) of ERISA or the treatment of a
plan amendment as a termination under Section 4041 of ERISA; (e) the institution
of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC;
(f) with respect to a Title IV Plan, the existence of an "accumulated funding
deficiency" (as defined in Section 412 of the IRC or Section 302 of ERISA
whether or not waived, or the failure to make by its due date a required
installment under Section 412(m) of the IRC or the failure to make any required
contribution to a Multiemployer Plan; (g) the filing pursuant to Section 412(d)
of the IRC or Section 303(d) of ERISA of an application for the waiver of the
minimum funding standard with respect to a Title IV Plan; (h) the making of any
amendment to any Title IV Plan which could result in the imposition of a lien or
the posting of a bond or other security; (i) with respect to a Title IV Plan or
event described in Section 4062(e) of ERISA, (j) any other event or condition
that might reasonably be expected to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Title IV Plan or Multiemployer Plan or for the imposition of liability under
Section 4069 or 4212(c) of ERISA; (k) the termination of a Multiemployer Plan
under Section 4041A of ERISA or the reorganization or insolvency of a
Multiemployer Plan under Section 4241 or 4245 of ERISA; or (l) the loss of a
Qualified Plan's qualification or tax exempt status; or (m) the termination of a
Plan described in Section 4064 of ERISA.

          "ESOP" means a Plan that is intended to satisfy the requirements of
Section 4975(e)(7) of the IRC.

          "Event of Default" has the meaning ascribed to it in Section 8.1.

          "Excess Formula Availability" means the average daily difference for
the prior Fiscal Quarter between (a) the Aggregate Borrowing Base and (b) the
total outstanding balance of Revolving Loans (with trade payables being paid
consistent with past practices, expenses and liabilities being paid in the
ordinary course of business, without acceleration of sales and without
deterioration of working capital).

          "Existing Stockholder Group" means Arthur S. Sills, Lawrence I. Sills,
Peter Sills, the Sills Family Foundation, Marilyn F. Cragin, Arthur D. Davis,
Susan F. Davis and the various Fife family trusts for which any of the foregoing
are trustees.


                                      A-11





<PAGE>

          "Fair Labor Standards Act" means the Fair Labor Standards Act, 29
U.S.C. 'SS''SS'201 et seq.

          "Fair Market Value" means the fair market value of the asset being
valued based upon an appraisal, in form and substance satisfactory to Agent, by
an appraiser satisfactory to Agent.

          "Federal Funds Rate" means, for any day, a floating rate equal to the
weighted average of the rates on overnight Federal funds transactions among
members of the Federal Reserve System, as determined by Agent in its sole
discretion, which determination shall be final, binding and conclusive (absent
manifest error).

          "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System.

          "Fees" means any and all fees payable to Agent or any Lender pursuant
to the Agreement or any of the other Loan Documents.

          "Financial Covenants" means the financial covenants set forth in Annex
G.

          "Financial Statements" means the consolidated and consolidating income
statements, statements of cash flows and balance sheets of Borrowers delivered
in accordance with Section 3.4 and Annex E.

          "Fiscal Month" means any of the monthly accounting periods of
Borrowers.

          "Fiscal Quarter" means any of the quarterly accounting periods of
Borrowers, ending on or about the last day of March, June, September and
December of each year.

          "Fiscal Year" means any of the annual accounting periods of Borrowers
ending on or about December 31 of each year.

          "Fixed Charges" means with respect to any Person for any fiscal period
(a) the aggregate of all Interest Expense paid or accrued during such period,
plus (b) scheduled payments of principal with respect to Indebtedness during
such period, plus (c) Capital Expenditures during such period, plus (d)
dividends paid during such period, plus (e) cash taxes paid during such period,
plus (f) amounts paid in accordance with Section 6.14(f)(ii).

          "Fixed Charge Coverage Ratio" means, with respect to any Person for
any fiscal period, the ratio of EBITDA to Fixed Charges.

          "Fixtures" means all "fixtures" as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party.

          "Funded Debt" means, with respect to any Person, without duplication,
all Indebtedness for borrowed money evidenced by notes, bonds, debentures, or
similar evidences of Indebtedness that by its terms matures more than one year
from, or is directly or indirectly renewable or extendible at such Person's
option under a revolving credit or similar agreement


                                      A-12





<PAGE>

obligating the lender or lenders to extend credit over a period of more than one
year from the date of creation thereof, and specifically including Capital Lease
Obligations, current maturities of long-term debt, revolving credit and
short-term debt extendible beyond one year at the option of the debtor, and also
including, in the case of Borrowers, the Obligations and, without duplication,
Guaranteed Indebtedness consisting of guaranties of Funded Debt of other
Persons.

          "GAAP" means generally accepted accounting principles in the United
States of America consistently applied, as such term is further defined in Annex
G to the Agreement.

          "GE Capital" means General Electric Capital Corporation, a Delaware
corporation.

          "GE Capital Fee Letter" means that certain letter, dated as of October
1, 2002, as amended by an amendment letter dated January 27, 2003, between GE
Capital and Borrowing Representative with respect to certain Fees to be paid
from time to time by Borrowers to GE Capital.

          "General Intangibles" means all "general intangibles," as such term is
defined in the Code, now owned or hereafter acquired by any Credit Party,
including all right, title and interest that such Credit Party may now or
hereafter have in or under any Contract, all payment intangibles, customer
lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor
and reissues, extensions or renewals thereof, rights in Intellectual Property,
interests in partnerships, joint ventures and other business associations,
licenses, permits, copyrights, trade secrets, proprietary or confidential
information, inventions (whether or not patented or patentable), technical
information, procedures, designs, knowledge, know-how, software, data bases,
data, skill, expertise, experience, processes, models, drawings, materials and
records, goodwill (including the goodwill associated with any Trademark or
Trademark License), all rights and claims in or under insurance policies
(including insurance for fire, damage, loss and casualty, whether covering
personal property, real property, tangible rights or intangible rights, all
liability, life, key man and business interruption insurance, and all unearned
premiums), choses in action, rights to receive tax refunds and other payments,
rights to receive dividends, distributions, cash, Instruments and other property
in respect of or in exchange for pledged Stock and Investment Property, rights
of indemnification, all books and records, correspondence, credit files,
invoices and other papers, including without limitation all tapes, cards,
computer runs and other papers and documents in the possession or under the
control of such Credit Party or any computer bureau or service company from time
to time acting for such Credit Party.

          "Goods" means all "goods" as defined in the Code, now owned or
hereafter acquired by any Credit Party, wherever located, including embedded
software to the extent included in "goods" as defined in the Code, manufactured
homes, standing timber that is cut and removed for sale and unborn young of
animals.

          "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, and any agency, department or other entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.


                                      A-13





<PAGE>

          "Guaranteed Indebtedness" means as to any Person, any obligation of
such Person guaranteeing, providing comfort or otherwise supporting any
Indebtedness, lease, dividend, or other obligation ("primary obligation") of any
other Person (the "primary obligor") in any manner, including any obligation or
arrangement of such Person to (a) purchase or repurchase any such primary
obligation, (b) advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency or any
balance sheet condition of the primary obligor, (c) purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation, (d) protect the beneficiary of such arrangement from
loss (other than product warranties given in the ordinary course of business) or
(e) indemnify the owner of such primary obligation against loss in respect
thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed
to be an amount equal to the lesser at such time of (x) the stated or
determinable amount of the primary obligation in respect of which such
Guaranteed Indebtedness is incurred and (y) the maximum amount for which such
Person may be liable pursuant to the terms of the instrument embodying such
Guaranteed Indebtedness, or, if not stated or determinable, the maximum
reasonably anticipated liability (assuming full performance) in respect thereof.

          "Guaranties" means, collectively, each Subsidiary Guaranty and any
other guaranty executed by any Guarantor in favor of Agent and Lenders in
respect of the Obligations.

          "Guarantors" means each Subsidiary of each Borrower, and each other
Person, if any, that executes a guaranty or other similar agreement in favor of
Agent, for itself and the ratable benefit of Lenders, in connection with the
transactions contemplated by the Agreement and the other Loan Documents.

          "Hazardous Material" means any substance, material or waste that is
regulated by, or forms the basis of liability now or hereafter under, any
Environmental Laws, including any material or substance that is (a) defined as a
"solid waste," "hazardous waste," "hazardous material," "hazardous substance,"
"extremely hazardous waste," "restricted hazardous waste," "pollutant,"
"contaminant," "hazardous constituent," "special waste," "toxic substance" or
other similar term or phrase under any Environmental Laws, or (b) petroleum or
any fraction or by-product thereof, asbestos, polychlorinated biphenyls (PCB's),
or any radioactive substance.

          "Indebtedness" means, with respect to any Person, without duplication,
(a) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property payment for which is deferred 6 months or more, but
excluding obligations to trade creditors incurred in the ordinary course of
business that are unsecured and not overdue by more than 6 months unless being
contested in good faith, (b) all reimbursement and other obligations with
respect to letters of credit, bankers' acceptances and surety bonds, whether or
not matured, (c) all obligations evidenced by notes, bonds, debentures or
similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all Capital Lease Obligations and the present
value (discounted at the Index Rate as in effect on the Closing Date) of future
rental payments under all synthetic leases, (f) all obligations of


                                      A-14





<PAGE>

such Person under commodity purchase or option agreements or other commodity
price hedging arrangements, in each case whether contingent or matured, (g) all
obligations of such Person under any foreign exchange contract, currency swap
agreement, interest rate swap, cap or collar agreement or other similar
agreement or arrangement designed to alter the risks of that Person arising from
fluctuations in currency values or interest rates, in each case whether
contingent or matured, (h) all Indebtedness referred to above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in property or other assets
(including accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness,
and (i) the Obligations.

          "Indemnified Liabilities" has the meaning ascribed to it in Section
1.13.

          "Indemnified Person" has the meaning ascribed to in Section 1.13.

          "Index Rate" means, for any day, a floating rate equal to the higher
of (i) the rate publicly quoted from time to time by The Wall Street Journal as
the "prime rate" (or, if The Wall Street Journal ceases quoting a prime rate,
the highest per annum rate of interest published by the Federal Reserve Board in
Federal Reserve statistical release H.15 (519) entitled "Selected Interest
Rates" as the Bank prime loan rate or its equivalent), and (ii) the Federal
Funds Rate plus 50 basis points per annum. Each change in any interest rate
provided for in the Agreement based upon the Index Rate shall take effect at the
time of such change in the Index Rate.

          "Index Rate Loan" means a Loan or portion thereof bearing interest by
reference to the Index Rate.

          "Instruments" means all "instruments," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located,
and, in any event, including all certificates of deposit, and all promissory
notes and other evidences of indebtedness, other than instruments that
constitute, or are a part of a group of writings that constitute, Chattel Paper.

          "Intellectual Property" means any and all Licenses, Patents,
Copyrights, Trademarks, and the goodwill associated with such Trademarks.

          "Intercompany Notes" has the meaning ascribed to it in Section 6.3.

          "Interest Expense" means, with respect to any Person for any fiscal
period, interest expense (whether cash or non-cash) of such Person determined in
accordance with GAAP for the relevant period ended on such date, including,
interest expense with respect to any Funded Debt of such Person and interest
expense for the relevant period that has been capitalized on the balance sheet
of such Person.

          "Interest Payment Date" means (a) as to any Index Rate Loan, the first
Business Day of each month to occur while such Loan is outstanding, and (b) as
to any LIBOR Loan, the last day of the applicable LIBOR Period; provided that,
in addition to the foregoing, each of (x) the date upon which all of the
Commitments have been terminated and the Loans have been paid


                                      A-15





<PAGE>

in full and (y) the Commitment Termination Date shall be deemed to be an
"Interest Payment Date" with respect to any interest that has then accrued under
the Agreement.

          "Inventory" means all "inventory," as such term is defined in the
Code, now owned or hereafter acquired by any Credit Party, wherever located, and
in any event including inventory, merchandise, goods and other personal property
that are held by or on behalf of any Credit Party for sale or lease or are
furnished or are to be furnished under a contract of service, or that constitute
raw materials, work in process, finished goods, returned goods, or materials or
supplies of any kind, nature or description used or consumed or to be used or
consumed in such Credit Party's business or in the processing, production,
packaging, promotion, delivery or shipping of the same, including other supplies
and embedded software.

          "Investment Property" means all "investment property" as such term is
defined in the Code now owned or hereafter acquired by any Credit Party,
wherever located, including (i) all securities, whether certificated or
uncertificated, including stocks, bonds, interests in limited liability
companies, partnership interests, treasuries, certificates of deposit, and
mutual fund shares; (ii) all securities entitlements of any Credit Party,
including the rights of any Credit Party to any securities account and the
financial assets held by a securities intermediary in such securities account
and any free credit balance or other money owing by any securities intermediary
with respect to that account; (iii) all securities accounts of any Credit Party;
(iv) all commodity contracts of any Credit Party; and (v) all commodity accounts
held by any Credit Party.

          "IRC" means the Internal Revenue Code of 1986 and all regulations
promulgated thereunder.

          "IRS" means the Internal Revenue Service.

          "L/C Issuer" has the meaning ascribed to it in Annex B.

          "L/C Sublimit" has the meaning ascribed to it in Annex B.

          "Lenders" means GE Capital, the other Lenders named on the signature
pages of the Agreement, and, if any such Lender shall decide to assign all or
any portion of the Obligations, such term shall include any assignee of such
Lender.

          "Letter of Credit Fee" has the meaning ascribed to it in Annex B.

          "Letter of Credit Obligations" means all outstanding obligations
incurred by Agent and Lenders at the request of Borrower Representative, whether
direct or indirect, contingent or otherwise, due or not due, in connection with
the issuance of Letters of Credit by Agent or another L/C Issuer or the purchase
of a participation as set forth in Annex B with respect to any Letter of Credit.
The amount of such Letter of Credit Obligations shall equal the maximum amount
that may be payable at such time or at any time thereafter by Agent or Lenders
thereupon or pursuant thereto.

          "Letter of Credit Rights" means letter of credit rights as such term
is defined in the Code, now owned or hereafter acquired by any Credit Party,
including rights to payment or


                                      A-16





<PAGE>

performance under a letter of credit, whether or not such Credit Party, as
beneficiary, has demanded or is entitled to demand payment or performance.

          "Letters of Credit" means documentary or standby letters of credit
issued for the account of any Borrower by any L/C Issuer.

          "LIBOR Business Day" means a Business Day on which banks in the City
of London are generally open for interbank or foreign exchange transactions.

          "LIBOR Loan" means a Loan or any portion thereof bearing interest by
reference to the LIBOR Rate.

          "LIBOR Period" means, with respect to any LIBOR Loan, each period
commencing on a LIBOR Business Day selected by Borrower Representative pursuant
to the Agreement and ending one, two or three months thereafter, as selected by
Borrower Representative's irrevocable notice to Agent as set forth in Section
1.5(e); provided, that the foregoing provision relating to LIBOR Periods is
subject to the following:

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

          (b) any LIBOR Period that would otherwise extend beyond the Commitment
Termination Date shall end on the immediately preceding LIBOR Business Day;

          (c) any LIBOR Period that begins on the last LIBOR Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such LIBOR Period) shall end on the last
LIBOR Business Day of a calendar month;

          (d) Borrower Representative shall select LIBOR Periods so as not to
require a payment or prepayment of any LIBOR Loan during a LIBOR Period for such
Loan; and

          (e) Borrower Representative shall select LIBOR Periods so that there
shall be no more than ten (10) separate LIBOR Loans in existence at any one
time.

          "LIBOR Rate" means for each LIBOR Period, a rate of interest
determined by Agent equal to:

          (a) the offered rate for deposits in United States Dollars for the
applicable LIBOR Period that appears on Telerate Page 3750 as of 11:00 a.m.
(London time), on the second full LIBOR Business Day next preceding the first
day of such LIBOR Period; divided by

          (b) a number equal to 1.0 minus the aggregate (but without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect on the day that is two (2) LIBOR Business Days prior to
the beginning of such LIBOR Period (including basic,


                                      A-17





<PAGE>

supplemental, marginal and emergency reserves under any regulations of the
Federal Reserve Board or other Governmental Authority having jurisdiction with
respect thereto, as now and from time to time in effect) for Eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Federal Reserve Board that are required to be maintained by a member bank of
the Federal Reserve System.

          If such interest rates shall cease to be available from Telerate News
Service, the LIBOR Rate shall be determined from such financial reporting
service or other information as shall be mutually acceptable to Agent and
Borrower Representative.

          "License" means any Copyright License, Patent License, Trademark
License or other license of rights or interests now held or hereafter acquired
by any Credit Party.

          "Lien" means any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, lien, charge, claim, security interest,
easement or encumbrance, or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any lease
or title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing, and the filing of, or agreement to
give, any financing statement perfecting a security interest under the Code or
comparable law of any jurisdiction).

          "Litigation" has the meaning ascribed to it in Section 3.13.

          "Loan Account" has the meaning ascribed to it in Section 1.12.

          "Loan Documents" means the Agreement, the Notes, the Collateral
Documents, the Master Standby Agreement, the Master Documentary Agreement, the
Rate Protection Agreement and all other agreements, instruments, documents and
certificates identified in the Closing Checklist executed and delivered to, or
in favor of, Agent or any Lenders and including all other pledges, powers of
attorney, consents, assignments, contracts, notices, and all other written
matter whether heretofore, now or hereafter executed by or on behalf of any
Credit Party, or any employee of any Credit Party, and delivered to Agent or any
Lender in connection with the Agreement or the transactions contemplated
thereby. Any reference in the Agreement or any other Loan Document to a Loan
Document shall include all appendices, exhibits or schedules thereto, and all
amendments, restatements, supplements or other modifications thereto, and shall
refer to the Agreement or such Loan Document as the same may be in effect at any
and all times such reference becomes operative.

          "Loans" means, prior to the Acquisition Closing Date, the Tranche A
Revolving Credit Advances, and on and after the Acquisition Closing Date, the
Revolving Loan.

          "Lock Boxes" has the meaning ascribed to it in Annex C.

          "Margin Stock" has the meaning ascribed to in Section 3.10.

          "Master Documentary Agreement" means the Master Agreement for
Documentary Letters of Credit dated as of the Closing Date among Borrowers, as
Applicant(s), and GE Capital.


                                      A-18





<PAGE>

          "Master Standby Agreement" means the Master Agreement for Standby
Letters of Credit dated as of the Closing Date among Borrowers, as Applicant(s),
and GE Capital, as issuer.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or financial or other condition of any
Credit Party or the Credit Parties considered as a whole, (b) any Borrower's
ability to pay any of the Loans or any of the other Obligations in accordance
with the terms of the Agreement, (c) the Collateral or Agent's Liens, on behalf
of itself and Lenders, on the Collateral or the priority of such Liens, or (d)
Agent's or any Lender's rights and remedies under the Agreement and the other
Loan Documents. Without limiting the generality of the foregoing, any event or
occurrence adverse to one or more Credit Parties which results or could
reasonably be expected to result in costs, damages, liabilities, expenditures or
net loss of revenues, individually or in the aggregate, to any Credit Party in
any 20-day period in excess of (x) $20,000,000 prior to the Acquisition Closing
Date and (y) $30,000,000 on and after the Acquisition Closing Date, shall
constitute a Material Adverse Effect.

          "Maximum Amount" means, as of any date of determination, an amount
equal to the Revolving Loan Commitment of all Lenders as of that date.

          "MCC" means Mardevco Credit Corp., a New York corporation.

          "MCC Amortizing Availability" means (A) $3,536,000 less $160,714 per
Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2002, plus
(B) the Additional MCC Amortizing Availability, minus (C) an amount equal to (i)
50% of the Fair Market Value of any Eligible Real Estate as of the Closing Date
or the date it is purchased by MCC or 85% of the Net Orderly Liquidation Value
of any Eligible Equipment as of the Closing Date or the date it is purchased by
MCC, which is the basis of MCC Amortizing Availability, and which is subject to
a loss, sale, destruction or other disposition, less (ii) the product of
one-twenty eighth of the amount determined under the preceding clause (i) and
the number of full Fiscal Quarters that have occurred since the Closing Date or
the purchase of such Eligible Real Estate or Eligible Equipment to the date of
such loss, sale, destruction or other disposition, as the case may be.

          "MCC Borrowing Base" means, as of any date of termination by Agent,
from time to time, an amount equal to the sum, at such time of:

          (a) up to 85% of the book value of MCC's Eligible Accounts; and

          (b) up to the lesser of (i) 60% of the book value of MCC's Eligible
Inventory valued at the lower of cost (determined on a first-in, first-out
basis) or market or (ii) 85% of the Net Orderly Liquidation Value of MCC's
Eligible Inventory as set forth in the most recent appraisal prepared by an
independent appraisal firm acceptable to Agent, in each case valued at the lower
of cost (determined on a first-in, first-out basis) or market; and

          (c) with respect to documentary Letters of Credit opened solely for
the purposes of purchasing Eligible Inventory and having an expiry date of 90
days or less from the date of issuance, a percentage equal to inventory advance
rate in effect at the time of issuance of any such Letter of Credit multiplied
by the cost of the goods constituting Eligible Inventory being purchased under
such documentary Letters of Credit (so long as such Eligible Inventory is


                                      A-19





<PAGE>

(i) fully insured, (ii) is subject to a first priority security interest in and
lien upon such goods in favor of Agent and (iii) is evidenced or deliverable
pursuant to documents, notices, instruments, statements and bills of lading that
have been delivered to Agent or an agent acting on its behalf), and

          (d)  MCC Amortizing Availability; less

          (e)  Letter of Credit Obligations incurred on behalf of MCC,

          in each case less any Reserves established by Agent at such time in
its reasonable credit judgment.

          "Mortgaged Properties" has the meaning assigned to it in Annex D.

          "Mortgages" means each of the mortgages, deeds of trust, leasehold
mortgages, leasehold deeds of trust, collateral assignments of leases or other
real estate security documents delivered by any Credit Party to Agent on behalf
of itself and Lenders with respect to the Mortgaged Properties, as amended,
modified or supplemented from time to time, all in form and substance reasonably
satisfactory to Agent.

          "Multiemployer Plan" means a "multiemployer plan" as defined in
Sections 3(37) or 4001(a)(3) of ERISA, and to which any Credit Party or ERISA
Affiliate is making, is obligated to make or has made or been obligated to make,
contributions on behalf of participants who are or were employed by any of them.

          "Net Orderly Liquidation Value" means the orderly liquidation value of
the asset being valued based upon an appraisal, in form and substance
satisfactory to Agent, by an appraiser satisfactory to Agent.

          "Net Worth" means, with respect to any Person as of any date of
determination, the book value of the assets of such Person, minus the sum of (a)
reserves applicable thereto, and (b) all of such Person's liabilities on a
consolidated basis (including accrued and deferred income taxes), all as
determined in accordance with GAAP.

          "Non-Funding Lender" has the meaning ascribed to it in Section
9.9(a)(ii).

          "Notes" means the Revolving Notes.

          "Notice of Conversion/Continuation" has the meaning ascribed to it in
Section 1.5(e).

          "Notice of Revolving Credit Advance" has the meaning ascribed to it in
Section 1.1(a).

          "Obligations" means all loans, advances, debts, liabilities and
obligations for the performance of covenants, tasks or duties or for payment of
monetary amounts (whether or not such performance is then required or
contingent, or such amounts are liquidated or determinable) owing by any Credit
Party to Agent or any Lender, and all covenants and duties regarding such


                                      A-20





<PAGE>

amounts, of any kind or nature, present or future, whether or not evidenced by
any note, agreement or other instrument, arising under the Agreement or any of
the other Loan Documents or pursuant to any cash management services provided by
any Lender to any Credit Party. This term includes all principal, interest
(including all interest that accrues after the commencement of any case or
proceeding by or against any Credit Party in bankruptcy, whether or not allowed
in such case or proceeding), Fees, Charges, expenses, attorneys' fees and any
other sum chargeable to any Credit Party under the Agreement or any of the other
Loan Documents.

          "Original Closing Date" means April 27, 2001.

          "Original Credit Agreement" means the Credit Agreement dated as of
April 27, 2001 by and among Borrowers, the other Credit Parties party thereto,
GE Capital as Agent and Lender and the other Original Lenders party thereto, as
same was amended, supplemented or otherwise modified prior to the Closing Date.

          "Original Lenders" means the Lenders who were Lenders under the
Original Credit Agreement.

          "Overadvance" has the meaning ascribed to it in Section 1.1(a)(iii).

          "Patent License" means rights under any written agreement now owned or
hereafter acquired by any Credit Party granting any right with respect to any
invention on which a Patent is in existence.

          "Patent Security Agreements" means the Patent Security Agreements made
in favor of Agent, on behalf of itself and Lenders, by each applicable Credit
Party, as amended, modified or supplemented from time to time.

          "Patents" means all of the following in which any Credit Party now
holds or hereafter acquires any interest: (a) all letters patent of the United
States or of any other country, all registrations and recordings thereof, and
all applications for letters patent of the United States or of any other
country, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any State, or any other country, and (b) all reissues,
continuations, continuations-in-part or extensions thereof.

          "PBGC" means the Pension Benefit Guaranty Corporation.

          "Pension Plan" means a Plan described in Section 3(2) of ERISA.

          "Permitted Acquisition" has the meaning ascribed to it in Section 6.1.

          "Permitted Encumbrances" means the following encumbrances: (a) Liens
for taxes or assessments or other governmental Charges not yet due and payable
or which are being contested in accordance with Section 5.2(b); (b) pledges or
deposits of money securing statutory obligations under workmen's compensation,
unemployment insurance, social security or public liability laws or similar
legislation (excluding Liens under ERISA); (c) pledges or deposits of money
securing bids, tenders, contracts (other than contracts for the payment of
money) or leases to which any Credit Party is a party as lessee made in the
ordinary course of business; (d)


                                      A-21





<PAGE>

inchoate and unperfected workers', mechanics' or similar liens arising in the
ordinary course of business, so long as such Liens attach only to Equipment,
Fixtures and/or Real Estate; (e) carriers', warehousemen's, suppliers' or other
similar possessory liens arising in the ordinary course of business and securing
liabilities in an outstanding aggregate amount not in excess of $100,000 at any
time, so long as such Liens attach only to Inventory; (f) deposits securing, or
in lieu of, surety, appeal or customs bonds in proceedings to which any Credit
Party is a party; (g) any attachment or judgment lien not constituting an Event
of Default under Section 8.1(j); (h) zoning restrictions, easements, licenses,
or other restrictions on the use of any Real Estate or other minor
irregularities in title (including leasehold title) thereto, so long as the same
do not materially impair the use, value, or marketability of such Real Estate;
(i) presently existing or hereafter created Liens in favor of Agent, on behalf
of Lenders; (j) Liens expressly permitted under clauses (b) and (c) of Section
6.7 of the Agreement; (k) liens on SMP's publicly-held stock which is held in
trust for SMP's ESOP and (l) following the Acquisition Closing Date, "Permitted
Encumbrances" shall include Capital Leases of up to $13,000,000 in the aggregate
as described in the projections provided to Agent and Lenders on or about
January 28, 2003.

          "Permitted Overnight Investments" means investments in a money market
fund which invests in (a) marketable direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by, the United
States of America (or by any agency thereof to the extent such obligations are
backed by the full faith and credit of the United States of America), in each
case maturing within one year from the date of acquisition thereof; (b)
investments in commercial paper maturing within six months from the date of
acquisition thereof and having, at such date of acquisition, a rating of at
least "P2" or the equivalent thereof from S&P or of at least "A2" or the
equivalent thereof from Moody's; (c) investments in certificates of deposit,
banker's acceptances and time deposits maturing within 180 days from the date of
acquisition thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of not
less than $250,000,000; and (d) repurchase agreements with a term of not more
than 90 days for securities described in clause (a) above and entered into with
a financial institution satisfying the criteria described in clause (c) above.

          "Person" means any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated organization, association, corporation, limited
liability company, institution, public benefit corporation, other entity or
government (whether federal, state, county, city, municipal, local, foreign, or
otherwise, including any instrumentality, division, agency, body or department
thereof).

          "Plan" means, at any time, an "employee benefit plan", as defined in
Section 3(3) of ERISA, that any Credit Party or ERISA Affiliate maintains,
contributes to or has an obligation to contribute to or has maintained,
contributed to or had an obligation to contribute to at any time within the past
7 years on behalf of participants who are or were employed by any Credit Party
or ERISA Affiliate.

          "Pledge Agreements" means, collectively, the SMP Pledge Agreement and
any pledge agreements entered into after the Closing Date by any Credit Party
(as required by the


                                      A-22





<PAGE>

Agreement or any other Loan Document), as amended, modified or supplemented from
time to time.

          "Pledged Cash" means cash, which may at any time be pledged by SI in
favor of Agent, pursuant to documentation satisfactory to Agent, which cash is
or shall be on deposit at Banco Popular, or any other bank reasonably acceptable
to Agent, in the form of a time deposit.

          "Pledged Securities" means marketable securities, which may at any
time be pledged by SI in favor of Agent, pursuant to documentation satisfactory
to Agent.

          "Proceeds" means "proceeds," as such term is defined in the Code,
including (a) any and all proceeds of any insurance, indemnity, warranty or
guaranty payable to any Credit Party from time to time with respect to any of
the Collateral, (b) any and all payments (in any form whatsoever) made or due
and payable to any Credit Party from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any
part of the Collateral by any Governmental Authority (or any Person acting under
color of governmental authority), (c) any claim of any Credit Party against
third parties (i) for past, present or future infringement of any Patent or
Patent License, or (ii) for past, present or future infringement or dilution of
any Copyright, Copyright License, Trademark or Trademark License, or for injury
to the goodwill associated with any Trademark or Trademark License, (d) any
recoveries by any Credit Party against third parties with respect to any
litigation or dispute concerning any of the Collateral including claims arising
out of the loss or nonconformity of, interference with the use of, defects in,
or infringement of rights in, or damage to, Collateral, (e) all amounts
collected on, or distributed on account of, other Collateral, including
dividends, interest, distributions and Instruments with respect to Investment
Property and pledged Stock, and (f) any and all other amounts, rights to payment
or other property acquired upon the sale, lease, license, exchange or other
disposition of Collateral and all rights arising out of Collateral or otherwise.

          "Pro Forma" means the unaudited consolidated and consolidating balance
sheet of Borrowers and their Subsidiaries as of December 31, 2002 after giving
pro forma effect to the Related Transactions.

          "Projections" means Borrowers' forecasted consolidated and
consolidating: (a) balance sheets; (b) profit and loss statements; (c) cash flow
statements; and (d) capitalization statements, all prepared on a Subsidiary by
Subsidiary or division-by-division basis, if applicable, and otherwise
consistent with the historical Financial Statements of the Borrowers, together
with appropriate supporting details and a statement of underlying assumptions.

          "Pro Rata Share" means with respect to all matters relating to any
Lender, (a) with respect to the Revolving Loan, the percentage obtained by
dividing (i) the Revolving Loan Commitment of that Lender by (ii) the aggregate
Revolving Loan Commitments of all Lenders, and (b) with respect to all Revolving
Loans on and after the Commitment Termination Date, the percentage obtained by
dividing (i) the aggregate outstanding principal balance of the Revolving Loans
held by that Lender, by (ii) the outstanding principal balance of the Revolving
Loans held by all Lenders. Notwithstanding the foregoing, prior to the
Acquisition Closing Date, the Pro Rata Share of Tranche B Revolving Lenders
shall be 0% and the Pro Rata share of Tranche A


                                      A-23





<PAGE>
Revolving Loans shall be based upon the Tranche A Revolving Loan Commitment of
such Lender and the aggregate Tranche A Revolving Loan Commitments of all
Lenders.

          "Qualified Plan" means a Pension Plan that is intended to be
tax-qualified under Section 401(a) of the IRC.

          "Qualified Assignee" means (a) any Lender, any Affiliate of any Lender
or any entity (whether a corporation, partnership, trust or otherwise) that is
engaged in making, purchasing, holding or otherwise investing in bank loans and
similar extensions of credit in the ordinary course of its business and is
administered or managed by a Lender or an Affiliate of such Lender and, with
respect to any Lender that is an investment fund that invests in commercial
loans, any other investment fund that invests in commercial loans and that is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor, and (b) any commercial bank, savings and
loan association or savings bank or any other entity which is an "accredited
investor" (as defined in Regulation D under the Securities Act of 1933) which
extends credit or buys loans as one of its businesses, including insurance
companies, mutual funds, lease financing companies and commercial finance
companies, in each case, which has a rating of BBB or higher from S&P and a
rating of Baa2 or higher from Moody's at the date that it becomes a Lender and
which, through its applicable lending office, is capable of lending to Borrowers
without the imposition of any withholding or similar taxes; provided that no
Person proposed to become a Lender after the Closing Date and determined by
Agent to be acting in the capacity of a vulture fund or distressed debt
purchaser shall be a Qualified Assignee, and no Person or Affiliate of such
Person that holds Subordinated Debt or Stock issued by any Credit Party shall be
a Qualified Assignee.

          "Rate Protection Agreement" means, collectively, any interest rate,
swap, cap, collar or similar agreement entered into by any Borrower or any of
its Subsidiaries under which the counterparty of such agreement is (or at the
time such agreement was entered into, was) a Lender or an Affiliate of a Lender.

          "Rate Protection Obligations" means Obligations which arise under any
Rate Protection Agreement.

          "Real Estate" has the meaning ascribed to it in Section 3.6.

          "Related Transactions" means the initial borrowing under the Revolving
Loan on the Closing Date, the Acquisition, the issuance of additional equity in
connection with the Additional Capitalization Requirement, the payment of all
fees, costs and expenses associated with all of the foregoing and the execution
and delivery of all of the Related Transactions Documents.

          "Related Transactions Documents" means the Loan Documents, the
Acquisition Agreement, the Subordinated Debt Documents and all other agreements
or instruments executed in connection with the Related Transactions.

          "Release" means any release, threatened release, spill, emission,
leaking, pumping, pouring, emitting, emptying, escape, injection, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of Hazardous
Material in the indoor or outdoor environment,


                                      A-24





<PAGE>

including the movement of Hazardous Material through or in the air, soil,
surface water, ground water or property.

          "Requisite Lenders" means Revolving Lenders having (a) 66-2/3% of the
Revolving Loan Commitments of all Revolving Lenders, or (b) if the Revolving
Loan Commitments have been terminated, 66-2/3% of the aggregate outstanding
amount of the Revolving Loan.

          "Requisite Tranche A Lenders" means Tranche A Revolving Lenders having
66-2/3% of the Tranche A Revolving Loan Commitments.

          "Requisite Tranche B Lenders" means Tranche B Revolving Lenders having
66-2/3% of the Tranche B Revolving Loan Commitments.

          "Reserves" means (a) reserves established by Agent from time to time
against Eligible Inventory pursuant to Section 5.9, (b) reserves established
pursuant to Section 5.4(c), and (c) the Asbestos Reserve established by Agent
from time to time, and (d) such other reserves against Eligible Accounts,
Eligible Inventory or Borrowing Availability of any Borrower that Agent may, in
its reasonable credit judgment, establish from time to time. Without limiting
the generality of the foregoing, Reserves established to ensure the payment of
accrued Interest Expenses or Indebtedness shall be deemed to be a reasonable
exercise of Agent's credit judgment.

          "Restricted Payment" means, with respect to any Credit Party (a) the
declaration or payment of any dividend or the incurrence of any liability to
make any other payment or distribution of cash or other property or assets in
respect of Stock; (b) any payment on account of the purchase, redemption,
defeasance, sinking fund or other retirement of such Credit Party's Stock or any
other payment or distribution made in respect thereof, either directly or
indirectly; (c) any payment or prepayment of principal of, premium, if any, or
interest, fees or other charges on or with respect to, and any redemption,
purchase, retirement, defeasance, sinking fund or similar payment and any claim
for rescission with respect to, any Subordinated Debt; (d) any payment made to
redeem, purchase, repurchase or retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire Stock of such Credit
Party now or hereafter outstanding; (e) any payment of a claim for the
rescission of the purchase or sale of, or for material damages arising from the
purchase or sale of, any shares of such Credit Party's Stock or of a claim for
reimbursement, indemnification or contribution arising out of or related to any
such claim for damages or rescission; (f) any loan, contribution, or other
transfer of funds or other property to any Stockholder of such Credit Party who
has filed Form 13-G other (i) than payment of compensation in the ordinary
course of business to Stockholders who have filled a Form 13-G and who are
employees of or consultants to such Person and (ii) payment of trade payables
incurred in the ordinary course of such Credit Party's business; and (g) any
payment of management fees (or other fees of a similar nature) by such Credit
Party to any Stockholder of such Credit Party or its Affiliates.

          "Restructuring Charges" means expenses incurred on the income
statements of SMP during Fiscal Year 2003 and the first Fiscal Quarter of Fiscal
Year 2004 associated with the


                                      A-25





<PAGE>

integration of the operations being acquired pursuant to the Acquisition and
specifically identified on the projections delivered on January 28, 2003 by SMP.

          "Retiree Welfare Plan" means, at any time, a welfare plan (within the
meaning of Section 3(1) of ERISA) that provides for continuing coverage or
benefits for any participant or any beneficiary of a participant after such
participant's termination of employment, other than continuation coverage
provided pursuant to Section 4980B of the IRC or other similar state law and at
the sole expense of the participant or the beneficiary of the participant.

          "Revolving Credit Advance" has the meaning ascribed to it in Section
1.1(a)(i)(C) and, prior to the Acquisition Closing Date, shall have the same
meaning as Tranche A Revolving Credit Advance.

          "Revolving Lenders" means, as of any date of determination, Lenders
having a Revolving Loan Commitment.

          "Revolving Loan" means, at any time, the sum of (i) the aggregate
amount of Revolving Credit Advances outstanding to Borrowers (which, prior to
the Acquisition Closing Date, shall consist solely of Tranche A Revolving Credit
Advances) plus (ii) the aggregate Letter of Credit Obligations incurred on
behalf of Borrowers. Unless the context otherwise requires, references to the
outstanding principal balance of the Revolving Loan shall include the
outstanding balance of Letter of Credit Obligations.

          "Revolving Loan Commitment" means (i) as to any Revolving Lender, the
aggregate commitment of such Lender to make Revolving Credit Advances or incur
Letter of Credit Obligations as set forth on Annex J to the Agreement or in the
most recent Assignment Agreement executed by such Lender and (ii) as to all
Revolving Lenders, the aggregate commitment of all Revolving Lenders to make
Revolving Credit Advances or incur Letter of Credit Obligations, which aggregate
commitment shall be Three Hundred and Five Million Dollars ($305,000,000) (it
being understood and agreed by each Credit Party and Lender that prior to the
Acquisition Closing Date the Tranche B Revolving Lenders shall not be obligated
to make any Tranche B Revolving Credit Advance) as such amount may be adjusted,
if at all, from time to time in accordance with the Agreement.

          "Revolving Note" has the meaning ascribed to it in Section 1.1(a)(ii).

          "RSI" means Reno Standard Incorporated, a Nevada corporation.

          "Security Agreement" means the Security Agreement dated the Original
Closing Date herewith entered into by and among Agent, on behalf of itself and
Lenders, and each Credit Party that is a signatory thereto, as amended,
supplemented or modified from time to time.

          "Seller" means Dana Corporation, a Virginia corporation.

          "SI" means Stanric, Inc., a Delaware corporation.

          "SI Amortizing Availability" means (A) $1,700,000 less $77,250 per
Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2002, plus
(B) the Additional


                                      A-26





<PAGE>

SI Amortizing Availability, minus (C) an amount equal to (i) 85% of the Net
Orderly Liquidation Value of any Eligible Equipment, as of the Closing Date or
the date it is purchased by SI, which is the basis of SI Amortizing
Availability, and which is subject to a loss, sale, destruction or other
disposition, less (ii) the product of one-twenty eighth of the amount determined
under the preceding clause (i) and the number of full Fiscal Quarters that have
occurred since the Closing Date or the purchase of such Eligible Equipment to
the date of such loss, sale, destruction or other disposition, as the case may
be.

          "SI Borrowing Base" means, as of any date of termination by Agent,
from time to time, an amount equal to the sum, at such time of:

          (a) up to 85% of the book value of SI's Eligible Accounts; and

          (b) up to the lesser of (i) 60% of the book value of SI's Eligible
Inventory valued at the lower of cost (determined on a first-in, first-out
basis) or market; or (ii) 85% of the Net Orderly Liquidation Value of SI's
Eligible Inventory as set forth in the most recent appraisal prepared by an
independent appraisal firm acceptable to Agent; and

          (c) up to the lesser of (i) $15,000,000 and (ii) the sum of (A) 95% of
the Pledged Cash and (B) 50% of the market value of the Pledged Securities; and

          (d) with respect to documentary Letters of Credit opened solely for
the purposes of purchasing Eligible Inventory and having an expiry date of 90
days or less from the date of issuance, a percentage equal to the inventory
advance rate in effect at the time of issuance of any such Letter of Credit
multiplied by the cost of the goods constituting Eligible Inventory being
purchased under such documentary Letters of Credit (so long as such Eligible
Inventory is (i) fully insured, (ii) is subject to a first priority security
interest in and lien upon such goods in favor of Agent and (iii) is evidenced or
deliverable pursuant to documents, notices, instruments, statements and bills of
lading that have been delivered to Agent or an agent acting on its behalf); and

          (e) SI Amortizing Availability; less

          (f) Letter of Credit Obligations incurred on behalf of SI,

          in each case less any Reserves established by Agent at such time in
its reasonable credit judgment.

          "SMP" means Standard Motor Products, Inc., a New York corporation.

          "SMP Amortizing Availability" means (A) $13,808,500 less $618,493 per
Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2002, plus
(B) the Additional SMP Amortizing Availability, plus (C) on and after the
Acquisition Closing Date, the Dana Amortizing Availability, minus (D) an amount
equal to (i) 50% of the Fair Market Value of any Eligible Real Estate as of the
Closing Date or the date it is purchased by SMP or 85% of the Net Orderly
Liquidation Value of any Eligible Equipment as of the Closing Date or the date
it is purchased by SMP, which is the basis of SMP Amortizing Availability, and
which is subject to a loss, sale, destruction or other disposition, less (ii)
the product of one-twenty eighth of the


                                      A-27





<PAGE>

amount determined under the preceding clause (i) and the number of full Fiscal
Quarters that have occurred since the Closing Date or the purchase of such
Eligible Real Estate or Eligible Equipment to the date of such loss, sale,
destruction or other disposition, as the case may be.

          "SMP Borrowing Base" means, as of any date of determination by Agent,
from time to time, an amount equal to the sum at such time of:

          (a) up to 85% of the book value of SMP's Eligible Accounts; and

          (b) up to the lesser of (i) 60% of the book value of SMP's Eligible
Inventory valued at the lower of cost (determined on a first-in, first-out
basis) or market; or (ii) 85% of the Net Orderly Liquidation Value of SMP's
Eligible Inventory as set forth in the most recent appraisal prepared by an
independent appraisal firm acceptable to Agent; and

          (c) with respect to documentary Letters of Credit opened solely for
the purposes of purchasing Eligible Inventory and having an expiry date of 90
days or less from the date of issuance, a percentage equal to the inventory
advance rate in effect at the time of issuance of any such Letter of Credit
multiplied by the cost of the goods constituting Eligible Inventory being
purchased under such documentary Letters of Credit (so long as such Eligible
Inventory is (i) fully insured, (ii) is subject to a first priority security
interest in and lien upon such goods in favor of Agent and (iii) is evidenced or
deliverable pursuant to documents, notices, instruments, statements and bills of
lading that have been delivered to Agent or an agent acting on its behalf); and

          (d) SMP Amortizing Availability; less

          (e) Letter of Credit Obligations incurred on behalf of SMP,

          in each case less any Reserves established by Agent at such time in
its reasonable credit judgment.

          "SMP Canada" means SMP Motor Products, Ltd., a Canadian corporation.

          "SMP HK" means Standard Motor Products (Hong Kong) Limited, a Hong
Kong Corporation.

          "SMP Pledge Agreement" means the Pledge Agreement dated the Original
Closing Date executed by SMP in favor of Agent, on behalf of itself and Lenders,
pledging all Stock of its Subsidiaries (except with respect to foreign
Subsidiaries other than a "check the box" subsidiary, 51% of the capital stock
shall be pledged), if any, and all Intercompany Notes owing to or held by it, as
amended, modified or supplemented from time to time.

          "Software" means all "software" as such term is defined in the Code,
now owned or hereafter acquired by any Credit Party, other than software
embedded in any category of goods, including all computer programs and all
supporting information provided in connection, with a transaction related to any
program.


                                      A-28





<PAGE>

          "Solvent" means, with respect to any Person on a particular date, that
on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such
Person; (b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured; (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature; and
(d) such Person is not engaged in a business or transaction, and is not about to
engage in a business or transaction, for which such Person's property would
constitute an unreasonably small capital. The amount of contingent liabilities
(such as litigation, guaranties and pension plan liabilities) at any time shall
be computed as the amount that, in light of all the facts and circumstances
existing at the time, represents the amount that can be reasonably be expected
to become an actual or matured liability.

          "Stock" means all shares, options, warrants, general or limited
partnership interests, membership interests or other equivalents (regardless of
how designated) of or in a corporation, partnership, limited liability company
or equivalent entity whether voting or nonvoting, including common stock,
preferred stock or any other "equity security" (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934).

          "Stockholder" means, with respect to any Person, each holder of Stock
of such Person.

          "Subordinated Debt" means the Indebtedness of SMP evidenced by the
Subordinated Debt Documents and any other Indebtedness of any Credit Party
subordinated to the Obligations in a manner and form satisfactory to Agent and
Lenders in their sole discretion, as to right and time of payment and as to any
other rights and remedies thereunder.

          "Subordinated Debt Documents" means (a) that certain Indenture dated
as of July 26, 1999 between SMP and HSBC Bank USA, as trustee and any documents,
agreements or instruments executed in connection therewith, and (b) on and after
the Acquisition Closing Date, the subordinated note payable to the Seller in
connection with the Acquisition.

          "Subsidiary" means, with respect to any Person, (a) any corporation of
which an aggregate of more than 50% of the outstanding Stock having ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, Stock of any other class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time, directly or indirectly, owned
legally or beneficially by such Person or one or more Subsidiaries of such
Person, or with respect to which any such Person has the right to vote or
designate the vote of 50% or more of such Stock whether by proxy, agreement,
operation of law or otherwise, and (b) any partnership or limited liability
company in which such Person and/or one or more Subsidiaries of such Person
shall have an interest (whether in the form of voting or participation in
profits or capital contribution) of more than 50% or of which any such Person is
a general partner or may exercise the powers of a general partner. Unless the
context otherwise requires, each reference to a Subsidiary shall be a reference
to a Subsidiary of a Borrower.


                                      A-29





<PAGE>

          "Subsidiary Guaranty" means the Subsidiary Guaranty dated the Original
Closing Date executed by each domestic Subsidiary of each Borrower and by SMP
Canada, each in favor of Agent, on behalf of itself and Lenders, as amended,
modified or supplemented from time to time.

          "SunTrust Drafts" means the negotiable drafts issued by AutoZone, Inc.
in connection with the AutoZone/SunTrust Program.

          "Supermajority Revolving Lenders" means Lenders having (a) 80% or more
of the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan
Commitments have been terminated, 80% or more of the aggregate outstanding
amount of the Revolving Loan and Letter of Credit Obligations.

          "Supporting Obligations" means all supporting obligations as such term
is defined in the Code, including letters of credit and guaranties issued in
support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments
or Investment Property.

          "Tangible Net Worth" means, with respect to any Person at any date,
the Net Worth of such Person at such date, excluding, however, from the
determination of the total assets at such date, (a) all goodwill, capitalized
organizational expenses, capitalized research and development expenses,
trademarks, trade names, copyrights, patents, patent applications, licenses and
rights in any thereof, and other intangible items, (b) all unamortized debt
discount and expense, (c) treasury Stock, and (d) any write-up in the book value
of any asset resulting from a revaluation thereof.

          "Target" has the meaning ascribed to it in Section 3.6.

          "Taxes" means taxes, levies, imposts, deductions, Charges or
withholdings, and all liabilities with respect thereto, excluding taxes imposed
on or measured by the net income of Agent or a Lender by the jurisdictions under
the laws of which Agent and Lenders are organized or conduct business or any
political subdivision thereof.

          "Termination Date" means the date on which (a) the Loans have been
indefeasibly repaid in full, (b) all other Obligations under the Agreement and
the other Loan Documents have been completely discharged (c) all Letter of
Credit Obligations have been cash collateralized, canceled or backed by standby
letters of credit in accordance with Annex B, and (d) none of Borrowers shall
have any further right to borrow any monies under the Agreement.

          "Title IV Plan" means a Pension Plan (other than a Multiemployer
Plan), that is subject to Title IV of ERISA or Section 412 of the IRC, and that
any Credit Party or ERISA Affiliate maintains, contributes to or has an
obligation to contribute to on behalf of participants who are or were employed
by any of them.

          "Trademark License" means rights under any written agreement now owned
or hereafter acquired by any Credit Party granting any right to use any
Trademark.


                                      A-30





<PAGE>

          "Trademark Security Agreements" means the Trademark Security
Agreements made in favor of Agent, on behalf of Lenders, by each applicable
Credit Party, as amended, modified or supplemented from time to time.

          "Trademarks" means all of the following now owned or hereafter
existing or adopted or acquired by any Credit Party: (a) all trademarks, trade
names, corporate names, business names, trade styles, service marks, logos,
other source or business identifiers, prints and labels on which any of the
foregoing have appeared or appear, designs and general intangibles of like
nature (whether registered or unregistered), all registrations and recordings
thereof, and all applications in connection therewith, including registrations,
recordings and applications in the United States Patent and Trademark Office or
in any similar office or agency of the United States, any state or territory
thereof, or any other country or any political subdivision thereof; (b) all
reissues, extensions or renewals thereof; and (c) all goodwill associated with
or symbolized by any of the foregoing.

          "Tranche A Revolving Credit Advance" has the meaning ascribed to it in
Section 1.1(a)(i)(A).

          "Tranche A Revolving Lenders" means as of any date of determination,
Lenders having a Tranche A Revolving Loan Commitment.

          "Tranche A Revolving Loan Commitment" means (a) as to any Tranche A
Revolving Lender, the aggregate commitment of such Tranche A Revolving Lender to
make Tranche A Revolving Credit Advances or incur Letter of Credit Obligations
as set forth on Annex J to the Agreement or in the most recent Assignment
Agreement executed by such Tranche A Revolving Lender and (b) as to all Tranche
A Revolving Lenders, the aggregate commitment of all Tranche A Revolving Lenders
to make Tranche A Revolving Credit Advances or incur Letter of Credit
Obligations, which aggregate commitment shall be Two Hundred and Twenty-Five
Million Dollars ($225,000,000) on the Closing Date, as such amount may be
adjusted, if at all, from time to time in accordance with the Agreement.

          "Tranche B Revolving Credit Advance" has the meaning ascribed to it in
Section 1.1(a)(i)(B).

          "Tranche B Revolving Lenders" means, as of any date of determination,
Lenders having a Tranche B Revolving Loan Commitment.

          "Tranche B Revolving Loan Commitment" means (a) as to any Tranche B
Revolving Lender, the aggregate commitment of such Tranche B Revolving Lender to
make Tranche B Revolving Credit Advances as set forth on Annex J to the
Agreement or in the most recent Assignment Agreement executed by such Tranche B
Revolving Lender and (b) as to all Tranche B Revolving Lenders, the aggregate
commitment of all Tranche B Revolving Lenders to make Tranche B Revolving Credit
Advances, which aggregate commitment shall be Eighty Million Dollars
($80,000,000) on the Closing Date, as such amount may be adjusted, if at all,
from time to time in accordance with the Agreement.

          "Tranche A Revolving Note" has the meaning ascribed to it in Section
1.1(a)(ii).


                                      A-31





<PAGE>

          "Tranche B Revolving Note" has the meaning ascribed to it in Section
1.1(c)(ii).

          "Unfunded Pension Liability" means, at any time, the aggregate amount,
if any, of the sum of (a) the amount by which the present value of all accrued
benefits under each Title IV Plan exceeds the fair market value of all assets of
such Title IV Plan allocable to such benefits in accordance with Title IV of
ERISA, all determined as of the most recent valuation date for each such Title
IV Plan using the actuarial assumptions for funding purposes in effect under
such Title IV Plan, and (b) for a period of 5 years following a transaction
which might reasonably be expected to be covered by Section 4069 of ERISA, the
liabilities (whether or not accrued) that could be avoided by any Credit Party
or any ERISA Affiliate as a result of such transaction.

          "Uniform Commercial Code jurisdiction" means any jurisdiction that had
adopted all or substantially all of article 9 as contained in the 2000 Official
Text of the Uniform Commercial Code, as recommended by the National Conference
of Commissioners on Uniform State Laws and the American Law Institute, together
with any subsequent amendments or modification to the Official Text.

          "Welfare Plan" means a Plan described in Section 3(i) of ERISA.

          Rules of construction with respect to accounting terms used in the
Agreement or the other Loan Documents shall be as set forth in Annex G. All
other undefined terms contained in any of the Loan Documents shall, unless the
context indicates otherwise, have the meanings provided for by the Code as in
effect in the State of New York to the extent the same are used or defined
therein. Unless otherwise specified, references in the Agreement or any of the
Appendices to a Section, subsection or clause refer to such Section, subsection
or clause as contained in the Agreement. The words "herein," "hereof" and
"hereunder" and other words of similar import refer to the Agreement as a whole,
including all Annexes, Exhibits and Schedules, as the same may from time to time
be amended, restated, modified or supplemented, and not to any particular
section, subsection or clause contained in the Agreement or any such Annex,
Exhibit or Schedule.

          Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and the plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, feminine and neuter genders. The words "including", "includes" and
"include" shall be deemed to be followed by the words "without limitation"; the
word "or" is not exclusive; references to Persons include their respective
successors and assigns (to the extent and only to the extent permitted by the
Loan Documents) or, in the case of governmental Persons, Persons succeeding to
the relevant functions of such Persons; and all references to statutes and
related regulations shall include any amendments of the same and any successor
statutes and regulations. Whenever any provision in any Loan Document refers to
the knowledge (or an analogous phrase) of any Credit Party, such words are
intended to signify that such Credit Party has actual knowledge or awareness of
a particular fact or circumstance or that such Credit Party, if it had exercised
reasonable diligence, would have known or been aware of such fact or
circumstance.


                                      A-32





<PAGE>

                              ANNEX B (Section 1.2)

                                       to

                                CREDIT AGREEMENT

                                LETTERS OF CREDIT

          (a) Issuance. Subject to the terms and conditions of the Agreement,
Agent and Revolving Lenders agree to incur, from time to time prior to the
Commitment Termination Date, upon the request of Borrower Representative on
behalf of the applicable Borrower and for such Borrower's account, Letter of
Credit Obligations by causing Letters of Credit to be issued by GE Capital or a
Subsidiary thereof or a bank or other legally authorized Person selected by
Agent or by Borrower Representative and acceptable to Agent in its sole
discretion (each, an "L/C Issuer") for such Borrower's account and guaranteed by
Agent; provided, that if the L/C Issuer is a Revolving Lender, then such Letters
of Credit shall not be guaranteed by Agent but rather each Revolving Lender
shall, subject to the terms and conditions hereinafter set forth, purchase (or
be deemed to have purchased) risk participations in all such Letters of Credit
issued with the written consent of Agent, as more fully described in paragraph
(b)(ii) below. The aggregate amount of all such Letter of Credit Obligations
shall not at any time exceed the least of (i) Fifteen Million Dollars
($15,000,000) prior to the Acquisition Closing Date and Twenty-Five Million
Dollars ($25,000,000) on and after the Acquisition Closing Date (the "L/C
Sublimit") and (ii) the Maximum Amount less the aggregate outstanding principal
balance of the Revolving Credit Advances, and (iii) the Aggregate Borrowing Base
(adjusted as if no Letters of Credit are outstanding) less the aggregate
outstanding principal balance of the Revolving Credit Advances. Furthermore, the
aggregate amount of any Letter of Credit Obligations incurred on behalf of any
Borrower shall not at any time exceed such Borrower's separate Borrowing Base
less the aggregate principal balance of the Revolving Credit Advances to such
Borrower. No such Letter of Credit shall have an expiry date that is more than
one year following the date of issuance thereof, unless otherwise determined by
the Agent, in its sole discretion (including with respect to customary evergreen
provisions), and neither Agent nor Revolving Lenders shall be under any
obligation to incur Letter of Credit Obligations in respect of, or purchase risk
participations in, any Letter of Credit having an expiry date that is later than
the Commitment Termination Date.

          (b) (i) Advances Automatic; Participations. In the event that Agent or
any Revolving Lender shall make any payment on or pursuant to any Letter of
Credit Obligation, such payment shall then be deemed automatically to constitute
a Revolving Credit Advance to the applicable Borrower under Section 1.1(a) of
the Agreement regardless of whether a Default or Event of Default has occurred
and is continuing and notwithstanding any Borrower's failure to satisfy the
conditions precedent set forth in Section 2, and each Revolving Lender shall be
obligated to pay its Pro Rata Share thereof in accordance with the Agreement.
The failure of any Revolving Lender to make available to Agent for Agent's own
account its Pro Rata Share of any such Revolving Credit Advance or payment by
Agent under or in respect of a Letter of Credit shall not relieve any other
Revolving Lender of its obligation hereunder to make available to Agent its Pro
Rata Share thereof, but no Revolving Lender shall be responsible for the failure
of any other Revolving Lender to make available such other Revolving Lender's
Pro Rata Share of any such payment.


                                      B-1





<PAGE>

          (ii) If it shall be illegal or unlawful for any Borrower to incur
Revolving Credit Advances as contemplated by paragraph (b)(i) above because of
an Event of Default described in Sections 8.1(h) or (i) or otherwise or if it
shall be illegal or unlawful for any Revolving Lender to be deemed to have
assumed a ratable share of the reimbursement obligations owed to an L/C Issuer,
or if the L/C Issuer is a Revolving Lender, then (A) immediately and without
further action whatsoever, each Revolving Lender shall be deemed to have
irrevocably and unconditionally purchased from Agent (or such L/C Issuer, as the
case may be) an undivided interest and participation equal to such Revolving
Lender's Pro Rata Share (based on the Revolving Loan Commitments) of the Letter
of Credit Obligations in respect of all Letters of Credit then outstanding and
(B) thereafter, immediately upon issuance of any Letter of Credit, each
Revolving Lender shall be deemed to have irrevocably and unconditionally
purchased from Agent (or such L/C Issuer, as the case may be) an undivided
interest and participation in such Revolving Lender's Pro Rata Share (based on
the Revolving Loan Commitments) of the Letter of Credit Obligations with respect
to such Letter of Credit on the date of such issuance. Each Revolving Lender
shall fund its participation in all payments or disbursements made under the
Letters of Credit in the same manner as provided in the Agreement with respect
to Revolving Credit Advances.

          (c) Cash Collateral.

          (i) If Borrowers are required to provide cash collateral for any
Letter of Credit Obligations pursuant to the Agreement, including Section 8.2 of
the Agreement, prior to the Commitment Termination Date, each Borrower will pay
to Agent for the ratable benefit of itself and Revolving Lenders cash or cash
equivalents acceptable to Agent ("Cash Equivalents") in an amount equal to 105%
of the maximum amount then available to be drawn under each applicable Letter of
Credit outstanding for the benefit of such Borrower. Such funds or Cash
Equivalents shall be held by Agent in a cash collateral account (the "Cash
Collateral Account") maintained at a bank or financial institution acceptable to
Agent. The Cash Collateral Account shall be in the name of the applicable
Borrower and shall be pledged to, and subject to the control of, Agent, for the
benefit of Agent and Lenders, in a manner satisfactory to Agent. Each Borrower
hereby pledges and grants to Agent, on behalf of itself and Lenders, a security
interest in all such funds and Cash Equivalents held in the Cash Collateral
Account from time to time and all proceeds thereof, as security for the payment
of all amounts due in respect of the Letter of Credit Obligations and other
Obligations, whether or not then due. The Agreement, including this Annex B,
shall constitute a security agreement under applicable law.

          (ii) If any Letter of Credit Obligations, whether or not then due and
payable, shall for any reason be outstanding on the Commitment Termination Date,
Borrowers shall either (A) provide cash collateral therefor in the manner
described above, or (B) cause all such Letters of Credit and guaranties thereof,
if any, to be canceled and returned, or (C) deliver a stand-by letter (or
letters) of credit in guaranty of such Letter of Credit Obligations, which
stand-by letter (or letters) of credit shall be of like tenor and duration (plus
thirty (30) additional days) as, and in an amount equal to 105% of, the
aggregate maximum amount then available to be drawn under, the Letters of Credit
to which such outstanding Letter of Credit Obligations relate and shall be
issued by a Person, and shall be subject to such terms and conditions, as are be
satisfactory to Agent in its sole discretion.


                                      B-2





<PAGE>

          (iii) From time to time after funds are deposited in the Cash
Collateral Account by any Borrower, whether before or after the Commitment
Termination Date, Agent may apply such funds or Cash Equivalents then held in
the Cash Collateral Account to the payment of any amounts, and in such order as
Agent may elect, as shall be or shall become due and payable by such Borrower to
Agent and Lenders with respect to such Letter of Credit Obligations of such
Borrower and, upon the satisfaction in full of all Letter of Credit Obligations
of such Borrower, to any other Obligations of any Borrower then due and payable.

          (iv) No Borrower nor any Person claiming on behalf of or through any
Borrower shall have any right to withdraw any of the funds or Cash Equivalents
held in the Cash Collateral Account, except that upon the termination of all
Letter of Credit Obligations and the payment of all amounts payable by Borrowers
to Agent and Lenders in respect thereof, any funds remaining in the Cash
Collateral Account shall be applied to other Obligations then due and owing and
upon payment in full of such Obligations, any remaining amount shall be paid to
Borrowers or as otherwise required by law. Interest earned on deposits in the
Cash Collateral Account shall be for the account of Agent.

          (d) Fees and Expenses. Borrowers agree to pay to Agent for the benefit
of Revolving Lenders, as compensation to such Lenders for Letter of Credit
Obligations incurred hereunder, (i) all costs and expenses incurred by Agent or
any Lender on account of such Letter of Credit Obligations, and (ii) for each
month during which any Letter of Credit Obligation shall remain outstanding, a
fee (the "Letter of Credit Fee") in an amount equal to one and one-half percent
(1.50%) per annum multiplied by the maximum amount available from time to time
to be drawn under the applicable Letter of Credit. Such fee shall be paid to
Agent for the benefit of the Revolving Lenders in arrears, on the first day of
each month and on the Commitment Termination Date. In addition, Borrowers shall
pay to any L/C Issuer, on demand, such fees (including all per annum fees),
charges and expenses of such L/C Issuer in respect of the issuance, negotiation,
acceptance, amendment, transfer and payment of such Letter of Credit or
otherwise payable pursuant to the application and related documentation under
which such Letter of Credit is issued.

          (e) Request for Incurrence of Letter of Credit Obligations. Borrower
Representative shall give Agent at least two (2) Business Days' prior written
notice requesting the incurrence of any Letter of Credit Obligation. The notice
shall be accompanied by the form of the Letter of Credit (which shall be
acceptable to the L/C Issuer) and a completed Application for Standby Letter of
Credit or Application and Agreement for Documentary Letter of Credit or
Application for Documentary Letter of Credit, as applicable, in the form of
Exhibit B-1, or B-2 or B-3 attached hereto. Notwithstanding anything contained
herein to the contrary, Letter of Credit applications by Borrower Representative
and approvals by Agent and the L/C Issuer may be made and transmitted pursuant
to electronic codes and security measures mutually agreed upon and established
by and among Borrower Representative, Agent and the L/C Issuer.

          (f) Obligation Absolute. The obligation of Borrowers to reimburse
Agent and Revolving Lenders for payments made with respect to any Letter of
Credit Obligation shall be absolute, unconditional and irrevocable, without
necessity of presentment, demand, protest or other formalities, and the
obligations of each Revolving Lender to make payments to Agent with respect to
Letters of Credit shall be unconditional and irrevocable. Such obligations of


                                      B-3





<PAGE>

Borrowers and Revolving Lenders shall be paid strictly in accordance with the
terms hereof under all circumstances including the following:

          (i) any lack of validity or enforceability of any Letter of Credit or
the Agreement or the other Loan Documents or any other agreement;

          (ii) the existence of any claim, setoff, defense or other right that
any Borrower or any of their respective Affiliates or any Lender may at any time
have against a beneficiary or any transferee of any Letter of Credit (or any
Persons or entities for whom any such transferee may be acting), Agent, any
Lender, or any other Person, whether in connection with the Agreement, the
Letter of Credit, the transactions contemplated herein or therein or any
unrelated transaction (including any underlying transaction between any Borrower
or any of their respective Affiliates and the beneficiary for which the Letter
of Credit was procured);

          (iii) any draft, demand, certificate or any other document presented
under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate
in any respect;

          (iv) payment by Agent (except as otherwise expressly provided in
paragraph (g)(ii)(C) below) or any L/C Issuer under any Letter of Credit or
guaranty thereof against presentation of a demand, draft or certificate or other
document that does not comply with the terms of such Letter of Credit or such
guaranty;

          (v) any other circumstance or event whatsoever, that is similar to any
of the foregoing; or

          (vi) the fact that a Default or an Event of Default has occurred and
is continuing.

          (g) Indemnification; Nature of Lenders' Duties.

          (i) In addition to amounts payable as elsewhere provided in the
Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save
harmless Agent and each Lender from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
attorneys' fees and allocated costs of internal counsel) that Agent or any
Lender may incur or be subject to as a consequence, direct or indirect, of (A)
the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of
Agent or any Lender seeking indemnification or of any L/C Issuer to honor a
demand for payment under any Letter of Credit or guaranty thereof as a result of
any act or omission, whether rightful or wrongful, of any present or future de
jure or de facto government or Governmental Authority, in each case other than
to the extent solely as a result of the gross negligence or willful misconduct
of Agent or such Lender (as finally determined by a court of competent
jurisdiction).

          (ii) As between Agent and any Lender and Borrowers, Borrowers assume
all risks of the acts and omissions of, or misuse of any Letter of Credit by
beneficiaries, of any Letter of Credit. In furtherance and not in limitation of
the foregoing, to the fullest extent permitted by law, neither Agent nor any
Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy,
genuineness or legal effect of any document issued by any party in


                                      B-4





<PAGE>

connection with the application for and issuance of any Letter of Credit, even
if it should in fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (B) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign any
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, that may prove to be invalid or ineffective for any reason;
(C) failure of the beneficiary of any Letter of Credit to comply fully with
conditions required in order to demand payment under such Letter of Credit;
provided, that in the case of any payment by Agent under any Letter of Credit or
guaranty thereof, Agent shall be liable to the extent such payment was made
solely as a result of its gross negligence or willful misconduct (as finally
determined by a court of competent jurisdiction) in determining that the demand
for payment under such Letter of Credit or guaranty thereof complies on its face
with any applicable requirements for a demand for payment under such Letter of
Credit or guaranty thereof; (D) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they may be in cipher; (E) errors in interpretation of
technical terms; (F) any loss or delay in the transmission or otherwise of any
document required in order to make a payment under any Letter of Credit or
guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of
any drawing under any Letter of Credit or guaranty thereof; and (H) any
consequences arising from causes beyond the control of Agent or any Lender. None
of the above shall affect, impair, or prevent the vesting of any of Agent's or
any Lender's rights or powers hereunder or under the Agreement.

          (iii) Nothing contained herein shall be deemed to limit or to expand
any waivers, covenants or indemnities made by Borrowers in favor of any L/C
Issuer in any letter of credit application, reimbursement agreement or similar
document, instrument or agreement between or among Borrowers and such L/C
Issuer, including an Application and Agreement For Documentary Letter of Credit,
a Master Documentary Agreement and a Master Standby Agreement entered into with
Agent.


                                      B-5





<PAGE>

                              ANNEX C (Section 1.8)

                                       to

                                CREDIT AGREEMENT

                             CASH MANAGEMENT SYSTEM

          Each Borrower shall, and shall cause its Subsidiaries to, establish
and maintain the Cash Management Systems described below:

          (a) On or before the Closing Date and until the Termination Date, each
Borrower shall (i) establish lock boxes ("Lock Boxes") or at Agent's discretion,
blocked accounts ("Blocked Accounts") at one or more of the banks set forth in
Disclosure Schedule (3.19), and shall request in writing and otherwise take such
reasonable steps to ensure that all Account Debtors forward payment directly to
such Lock Boxes, and (ii) deposit and cause its Subsidiaries to deposit or cause
to be deposited promptly, and in any event no later than the first Business Day
after the date of receipt thereof, all cash, checks, drafts or other similar
items of payment relating to or constituting payments made in respect of any and
all Collateral (whether or not otherwise delivered to a Lock Box) into one or
more Blocked Accounts in such Borrower's name or any such Subsidiary's name and
at a bank identified in Disclosure Schedule (3.19) (each, a "Relationship
Bank"). On or before the Closing Date, Borrower Representative shall have
established a concentration account in its name (a "Concentration Account") at
the bank that shall be designated as the Concentration Account bank in
Disclosure Schedule (3.19) (a "Concentration Account Bank"), which bank shall be
reasonably satisfactory to Agent.

          (b) Each Borrower may maintain, in its name, one or more accounts
(each a "Disbursement Account" and collectively, the "Disbursement Accounts") at
a bank reasonably acceptable to Agent into which Agent shall, from time to time,
deposit proceeds of Revolving Credit Advances made to such Borrower pursuant to
Section 1.1 for use by such Borrower solely in accordance with the provisions of
Section 1.4.

          (c) On or before the Closing Date (or such later date as Agent shall
consent to in writing), Concentration Account Bank, each bank where a
Disbursement Account is maintained and all other Relationship Banks, shall have
entered into tri-party blocked account agreements with Agent, for the benefit of
itself and Lenders, and the applicable Borrower and Subsidiaries thereof, as
applicable, in form and substance reasonably acceptable to Agent, which shall
become operative on or prior to the Closing Date. Each such blocked account
agreement shall provide, among other things, that (i) all items of payment
deposited in such account and proceeds thereof deposited in the Concentration
Account are held by such bank as agent or bailee-in-possession for Agent, on
behalf of itself and Lenders, (ii) the bank executing such agreement has no
rights of setoff or recoupment or any other claim against such account, as the
case may be, other than for payment of its service fees and other charges
directly related to the administration of such account and for returned checks
or other items of payment, and (iii) from and after the Closing Date (A) with
respect to banks at which a Blocked Account is maintained, such bank agrees to
forward immediately all amounts in each Blocked Account to the Concentration
Account Bank and to commence the process of daily sweeps from such Blocked


                                      C-1





<PAGE>

Account into the Concentration Account and (B) with respect to Concentration
Account Bank, such bank agrees to immediately forward all amounts received in
the Concentration Account to the Collection Account through daily sweeps from
such Concentration Account into the Collection Account. No Borrower shall, or
shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in
Disbursement Accounts or payroll accounts as of any date of determination in
excess of checks outstanding against such accounts as of that date and amounts
necessary to meet minimum balance requirements.

          (d) So long as no Default or Event of Default has occurred and is
continuing, Borrowers may amend Disclosure Schedule (3.19) to add or replace a
Relationship Bank, Lock Box or Blocked Account or to replace the Concentration
Account or any Disbursement Account; provided, that (i) Agent shall have
consented in writing in advance to the opening of such account or Lock Box with
the relevant bank and (ii) prior to the time of the opening of such account or
Lock Box, the applicable Borrower or its Subsidiaries, as applicable, and such
bank shall have executed and delivered to Agent a tri-party blocked account
agreement, in form and substance reasonably satisfactory to Agent; provided,
further, that Borrowers shall (x) amend Disclosure Schedule (3.19) to reflect
any bank account which is transferred to SMP in connection with the Acquisition,
and (y) obtain the necessary tri-party blocked account agreement(s) required
pursuant to clause (ii) above with respect to each such account. Borrowers shall
close any of their accounts (and establish replacement accounts in accordance
with the foregoing sentence) promptly and in any event within thirty (30) days
following notice from Agent that the creditworthiness of any bank holding an
account is no longer acceptable in Agent's reasonable judgment, or as promptly
as practicable and in any event within sixty (60) days following notice from
Agent that the operating performance, funds transfer or availability procedures
or performance with respect to accounts or Lock Boxes of the bank holding such
accounts or Agent's liability under any tri-party blocked account agreement with
such bank is no longer acceptable in Agent's reasonable judgment.

          (e) The Lock Boxes, Blocked Accounts, Disbursement Accounts and the
Concentration Account shall be cash collateral accounts, with all cash, checks
and other similar items of payment in such accounts securing payment of the
Loans and all other Obligations, and in which each Borrower and each Subsidiary
thereof shall have granted a Lien to Agent, on behalf of itself and Lenders,
pursuant to the Security Agreement.

          (f) All amounts deposited in the Collection Account shall be deemed
received by Agent in accordance with Section 1.10 and shall be applied (and
allocated) by Agent in accordance with Section 1.11. In no event shall any
amount be so applied unless and until such amount shall have been credited in
immediately available funds to the Collection Account.

          (g) Each Borrower shall and shall cause its Affiliates, officers,
employees, agents, directors or other Persons acting for or in concert with such
Borrower (each a "Related Person") to (i) hold in trust for Agent, for the
benefit of itself and Lenders, all checks, cash and other items of payment
received by such Borrower or any such Related Person, and (ii) within one (1)
Business Day after receipt by such Borrower or any such Related Person of any
checks, cash or other items of payment, deposit the same into a Blocked Account
of such Borrower. Each Borrower on behalf of itself and each Related Person
thereof acknowledges and agrees that all cash, checks or other items of payment
constituting proceeds of Collateral are part of the


                                      C-2





<PAGE>

Collateral. All proceeds of the sale or other disposition of any Collateral,
shall be deposited directly into the applicable Blocked Accounts.


                                      C-3





<PAGE>

                           ANNEX D-1 (Section 2.1(a))

                                       to

                                CREDIT AGREEMENT

                                CLOSING CHECKLIST

          In addition to, and not in limitation of, the conditions described in
Section 2.1 of the Agreement, pursuant to Section 2.1(a), the following items
must be received by Agent in form and substance satisfactory to Agent on or
prior to the Closing Date (each capitalized term used but not otherwise defined
herein shall have the meaning ascribed thereto in Annex A to the Agreement):

          A. Appendices. All Appendices to the Agreement, in form and substance
satisfactory to Agent.

          B. Notes. Duly executed originals of the Notes for each applicable
Lender, dated the Closing Date.

          C. Security Agreement / Intellectual Property Security Agreements.
Duly executed originals of the amended and restated forms of the Security
Agreement, Trademark Security Agreement, Copyright Security Agreement and Patent
Security Agreement, dated the Closing Date.

          D. Insurance. Satisfactory evidence that the insurance policies
required by Section 5.4 are in full force and effect, together with appropriate
evidence showing loss payable and/or additional insured clauses or endorsements,
as requested by Agent, in favor of Agent, on behalf of Lenders.

          E. Security Interests and Code Filings.

          (a) Evidence satisfactory to Agent that Agent (for the benefit of
itself and Lenders) has a valid and perfected first priority security interest
in the Collateral other than Equipment subject to Capital Leases and set forth
on Disclosure Schedule D, including (i) such documents duly executed by each
Credit Party (including financing statements under the Code and other applicable
documents under the laws of any jurisdiction with respect to the perfection of
Liens) as Agent may request in order to perfect its security interests in the
Collateral and (ii) copies of Code search reports listing all effective
financing statements that name any Credit Party as debtor, together with copies
of such financing statements, none of which shall cover the Collateral.

          (b) Evidence satisfactory to Agent, including copies, of all UCC-1 and
other financing statements filed in favor of any Credit Party with respect to
each location, if any, at which Inventory may be consigned.

          (c) Control Letters from (i) all issuers of uncertificated securities
and financial assets held by each Borrower, (ii) all securities intermediaries
with respect to all securities


                                      D-1





<PAGE>

accounts and securities entitlements of each Borrower, and (iii) all futures
commission agents and clearing houses with respect to all commodities contracts
and commodities accounts held by any Borrower.

          F. Subsidiary Guaranties. Amended and restated Guaranties executed by
each direct and indirect domestic Subsidiary of any Borrower that is not a
Borrower and a Guaranty by SMP Canada, each in favor of Agent, for the benefit
of itself and Lenders.

          G. Borrowing Base Certificate. Duly executed originals of Borrowing
Base Certificate from each Borrower, dated the Closing Date, reflecting
information concerning Eligible Accounts, Eligible Inventory, Eligible Equipment
and Eligible Real Estate of such Borrower as of a date not more than 7 days
prior to the Closing Date.

          H. Notice of Revolving Credit Advance. Duly executed originals of a
Notice of Tranche A Revolving Credit Advance, dated the Closing Date, with
respect to the Tranche A Revolving Credit Advance to be requested by Borrower
Representative on the Closing Date.

          I. Letter of Direction. Duly executed originals of a letter of
direction from Borrower Representative addressed to Agent, on behalf of itself
and Lenders, with respect to the disbursement on the Closing Date of the
proceeds of the Revolving Credit Advance to be made on the Closing Date.

          J. Charter and Good Standing. For each Credit Party, such Person's (a)
charter and all amendments thereto, (b) good standing certificates (including
verification of tax status) in its state of incorporation and (c) good standing
certificates (including verification of tax status) and certificates of
qualification to conduct business in each jurisdiction where its ownership or
lease of property or the conduct of its business requires such qualification,
each dated a recent date prior to the Closing Date and certified by the
applicable Secretary of State or other authorized Governmental Authority.

          K. Bylaws and Resolutions. For each Credit Party, (a) such Person's
bylaws, together with all amendments thereto and (b) resolutions of such
Person's Board of Directors and stockholders, approving and authorizing the
execution, delivery and performance of the Loan Documents to which such Person
is a party and the transactions to be consummated in connection therewith, each
certified as of the Closing Date by such Person's corporate secretary or an
assistant secretary as being in full force and effect without any modification
or amendment.

          L. Incumbency Certificates. For each Credit Party, signature and
incumbency certificates of the officers of each such Person executing any of the
Loan Documents, certified as of the Closing Date by such Person's corporate
secretary or an assistant secretary as being true, accurate, correct and
complete.

          M. Opinions of Counsel. Duly executed originals of opinions of Kelley
Drye & Warren, LLP, counsel for the Credit Parties, together with any local
and/or foreign counsel opinions reasonably requested by Agent, each in form and
substance reasonably satisfactory to Agent and its counsel, dated the Closing
Date.


                                      D-2





<PAGE>

          N. Pledge Agreements. Duly executed originals of the amended and
restated Pledge Agreements.

          O. Accountants' Letters. A letter from the Credit Parties to their
independent auditors authorizing the independent certified public accountants of
the Credit Parties to communicate with Agent and Lenders in accordance with
Section 4.2.

          P. Acquisition Agreement. Duly executed originals of the Acquisition
Agreement.

          Q. Officer's Certificate. Agent shall have received duly executed
originals of a certificate of the chief executive officer and chief financial
officer or treasurer of each Borrower, dated the Closing Date, stating that,
since December 31, 2001 (a) no event or condition has occurred or is existing
which could reasonably be expected to have a Material Adverse Effect; (b) there
has been no material adverse change in the industry in which any Borrower
operates; (c) no Litigation has been commenced which, if successful, would have
a Material Adverse Effect or could challenge any of the transactions
contemplated by the Agreement and the other Loan Documents; (d) except as
disclosed in the Schedule to such Officer's Certificate, there have been no
Restricted Payments made by any Credit Party; (e) before and after giving effect
to the transactions contemplated by the Agreement, each Credit Party will be
Solvent, and (f) there has been no material increase in liabilities, liquidated
or contingent, and no material decrease in assets of any Borrower or any of its
Subsidiaries.

          R. Waivers. Agent, on behalf of Lenders, shall have received landlord
waivers and consents and mortgagee agreements in form and substance reasonably
satisfactory to Agent, in each case as required pursuant to Section 5.9.

          S. Mortgages. Mortgage Modifications covering all of the Real Estate
(the "Mortgaged Properties") together with: (a) evidence that counterparts of
the Mortgage Modifications have been recorded in all places to the extent
necessary or desirable, in the judgment of Agent, to create a valid and
enforceable first priority lien (subject to Permitted Encumbrances) on each
Mortgaged Property in favor of Agent for the benefit of itself and Lenders (or
in favor of such other trustee as may be required or desired under local law);
and (b) an opinion of counsel in each state in which any Mortgaged Property is
located in form and substance and from counsel reasonably satisfactory to Agent.

          T. Subordination and Intercreditor Agreements. Agent and Lenders shall
have received any and all subordination and/or intercreditor agreements, all in
form and substance reasonably satisfactory to Agent, in its sole discretion, as
Agent shall have deemed necessary or appropriate with respect to any
Indebtedness of any Credit Party.

          U. Financials. Agent shall have received Acquisition Target's
unaudited consolidated and consolidating financial statement for November, 2002,
together with a reconciliation of such financial statements to the operating
assets of the Acquisition Target which are the subject of the Acquisition.

          V. Audited Financials; Financial Condition. Agent shall have received
the Financial Statements, Projections and other materials set forth in Section
3.4, certified by


                                      D-3





<PAGE>

Borrower Representative's chief financial officer or treasurer, in each case in
form and substance reasonably satisfactory to Agent, and Agent shall be
satisfied, in its sole discretion, with all of the foregoing. Agent shall have
further received a certificate of the chief executive officer and the chief
financial officer or treasurer of each Borrower, based on such Pro Forma and
Projections, to the effect that (a) such Borrower will be Solvent upon the
consummation of the transactions contemplated herein; (b) the Pro Forma fairly
presents the financial condition of Borrowers and their Consolidated
Subsidiaries as of the date thereof after giving effect to the transactions
contemplated by the Loan Documents; (c) the Projections are based upon estimates
and assumptions stated therein, all of which such Borrower believes to be
reasonable and fair in light of current conditions and current facts known to
such Borrower and, as of the Closing Date, reflect such Borrower's good faith
and reasonable estimates of its future financial performance and of the other
information projected therein for the period set forth therein; (d) containing
such other statements with respect to the solvency of such Borrower and matters
related thereto as Agent shall request.

          W. Master Standby Agreement. A Master Agreement for Standby Letters of
Credit among Borrowers and GE Capital.

          X. Master Documentary Agreement. A Master Agreement for Documentary
Letters of Credit among Borrowers and GE Capital.

          Y. Other Documents. Such other certificates, documents and agreements
respecting any Credit Party as Agent may reasonably request.


                                      D-4





<PAGE>

                             ANNEX D-2 (Section 2.3)
                                       to
                                CREDIT AGREEMENT

                             ACQUISITION CONDITIONS

In addition to, and not in limitation of, the conditions described in Section
2.2 of the Agreement, pursuant to Section 2.3, the following items must be
received by Agent in form and substance satisfactory to Agent on or prior to the
Acquisition Closing Date (each capitalized term used but not otherwise defined
herein shall have the meaning ascribed thereto in Annex A to the Agreement):

          A. Acquisition. The Acquisition shall have occurred on or before June
30, 2003 and shall have been consummated on the terms and conditions set forth
in the Acquisition Agreement delivered to Agent and Lenders on the Closing Date,
without waiver by SMP of any closing conditions unless such waiver has been
approved by Agent.

          B. Defaults. No Default or Event of Default shall have occurred which
is continuing, or would occur after giving effect to the Acquisition.

          C. Acquisition Documents. Agent shall have received copies of the
documents and consents required pursuant to the Acquisition Agreement in order
to meet the closing conditions as set forth in the Acquisition Agreements as of
the Closing Date.

          D. Purchase Price. The Purchase Price for Dana Corporation's
Aftermarket Engine Management Division (the "Acquisition Target") shall not
exceed the Closing Net Book Value (as such term is defined in the Acquisition
Agreement as in effect on the date hereof). The Estimated Purchase Price (as
such term is defined in the Acquisition Agreement as in effect on the date
hereof) for the Acquisition Target to be paid on the Acquisition Closing Date
shall not exceed $125,000,000 (the "Purchase Price") and aggregate fees and
closing costs (including those payable to Lenders on the Closing Date) not to
exceed $11,000,000 plus underwriting fees and expenses incurred in meeting (or
exceeding) the Additional Capitalization Requirement. In addition, the Cash
Purchase Price to be paid on the Acquisition Closing Date shall not exceed
$94,000,000.

          E. Additional Capitalization Requirement. Receipt by SMP of the
Additional Capitalization Requirement.

          F. Seller Paper. Based on the contemplated Purchase Price, receipt by
Seller of no more than $31,300,000 (subject to the last sentence of this
paragraph F) from unsecured subordinated seller paper and/or equity in SMP
concurrent with the closing of the Acquisition on terms acceptable to Agent
including, without limitation, (i) no principal payments until at least 66
months following the closing of the Acquisition (subject to earlier prepayment
as permitted in Section 6.14(f) of this Agreement), and (ii) standstill
provisions. The final amount of seller paper and/or equity in SMP shall be
determined based on the final Purchase Price and shall be reduced by $1 for each
$4 reduction in the Purchase Price below $125,000,000.


                                      D-5





<PAGE>

          G. Financial Statements of Target. Delivery of (i) audited Financial
Statements of Target for calendar years 2000, 2001 and the nine month period
ending October 1, 2002 together with any additional fiscal period for which
Financial Statements of Target must be provided to any Governmental Authority in
connection with obtaining the approval to the Acquisition by such Governmental
Authority and (ii) a reconciliation from the audited Financial Statements of
Target by Borrower to the projections previously provided to GE Capital, all of
which to be in form and substance satisfactory to GE Capital.

          H. Indenture. No less than $90,000,000 of subordinated debt shall be
outstanding under the terms of the Indenture dated as of July 26, 1999 with HSBC
Bank USA as Trustee (the "Indenture") and the terms of such Indenture shall be
acceptable to Agent. All loans and liens made pursuant to the Financing
documents must be permitted under, and deemed senior indebtedness and senior
liens, as appropriate under, such Indenture. So long as no changes have been
made to this Indenture since April 27, 2001, the subordination terms of the
Indenture are acceptable to GE Capital.

          I. Structure. The corporate structure, capital structure, other debt
instruments, material contracts, and governing documents of each Borrower and
their affiliates after giving effect to the Acquisition must be acceptable to
Agent. Additionally, tax effects resulting from the Acquisition must be
acceptable to Agent and Borrowers.

          J. Minimum Excess Formula Availability. The Excess Formula
Availability for Borrowers in the aggregate at closing of the Acquisition (on a
pro forma basis with trade payables being paid consistent with past practices,
with expenses and liabilities being paid in the ordinary course of business,
without acceleration of sales and without deterioration of working capital)
shall be at least (x) $52,000,000 if such closing occurs on or before April 30,
2003, or (y) $47,000,000 if such closing occurs during May or June, 2003. For
purposes of calculating Excess Formula Availability, only the portion of the
Additional Capitalization Requirement which exceeds $59,000,000 shall be deemed
to have been applied to reduce the outstanding balance of Revolving Advances
pursuant to Section 1.3(b)(iii).

          K. Payables. All payables including intercompany and amounts owing to
affiliates must continue to be paid on a basis consistent with past practice.

          L. Insurance. Satisfactory evidence that the insurance policies
required by Section 5.4 are in full force and effect, together with appropriate
evidence showing loss payable and/or additional insured clauses or endorsements,
as reasonably requested by Agent, in favor of Agent, on behalf of Lenders.

          M. Security Interests and Code Filings.

               (a) Evidence satisfactory to Agent that Agent (for the benefit of
itself and Lenders) has a valid and perfected first priority security interest
in the Collateral (including, without limitation, the Collateral which is
acquired pursuant to the Acquisition), including (i) such documents duly
executed by each Credit Party (including financing statements under the Code and
other applicable documents under the laws of any jurisdiction with respect to
the perfection of Liens) as Agent may request in order to perfect its security
interests in the


                                      D-6





<PAGE>

Collateral and (ii) copies of Code search reports listing all effective
financing statements that name any Credit Party or Seller as debtor, together
with copies of such financing statements, none of which shall cover the
Collateral, except for Permitted Encumbrances.

               (b) Evidence reasonably satisfactory to Agent, including copies,
of all UCC-1 and other financing statements filed in favor of any Credit Party
with respect to each location, if any, at which Inventory may be consigned.

               (c) Control Letters from (i) all issuers of uncertificated
securities and financial assets held by each Borrower, (ii) all securities
intermediaries with respect to all securities accounts and securities
entitlements of each Borrower, and (iii) all futures commission agents and
clearing houses with respect to all commodities contracts and commodities
accounts held by any Borrower.

          N. Intellectual Property Security Agreements. Duly executed originals
of Trademark Security Agreements, Copyright Security Agreements and Patent
Security Agreements, each dated the Acquisition Closing Date and signed by each
Credit Party which acquires such Trademarks, Copyrights and/or Patents, as
applicable, pursuant to the Acquisition, all in form and substance reasonably
satisfactory to Agent, together with all instruments, documents and agreements
executed pursuant thereto.

          O. Borrowing Base Certificate. Duly executed originals of Borrowing
Base Certificate from each Borrower, dated the Acquisition Closing Date,
reflecting information concerning Eligible Accounts and Eligible Inventory of
such Borrower as of a date not more than seven (7) days prior to the Acquisition
Closing Date and giving effect to the Acquisition.

          P. Notice of Revolving Credit Advance. Duly executed originals of a
Notice of Revolving Credit Advance, dated the Acquisition Closing Date, with
respect to the Revolving Credit Advance to be requested by Borrower
Representative on the Acquisition Closing Date.

          Q. Letter of Direction. Duly executed originals of a letter of
direction from Borrower Representative addressed to Agent, on behalf of itself
and Lenders, with respect to the disbursement on the Acquisition Closing Date of
the proceeds of the initial Revolving Credit Advance.

          R. Opinions of Counsel. Duly executed originals of opinions of Kelley
Drye LLP, counsel for the Credit Parties, together with any local counsel
opinions reasonably requested by Agent, each in form and substance reasonably
satisfactory to Agent and its counsel, and which relate to the Acquisition dated
the Acquisition Closing Date, and each accompanied by a letter addressed to such
counsel from the Credit Parties, authorizing and directing such counsel to
address its opinion to Agent, on behalf of Lenders, and to include in such
opinion an express statement to the effect that Agent and Lenders are authorized
to rely on such opinion.

          S. Waivers. Agent, on behalf of Lenders, shall have received landlord
waivers and consents, bailee letters and mortgagee agreements in form and
substance reasonably satisfactory to Agent, in each case as required pursuant to
Section 5.9. after giving effect to the Acquisition.


                                      D-7





<PAGE>

          T. Real Estate. (a) With respect to any real estate collateral, title
commitments and title insurance policies in each case, as applicable, in amount,
form and from an issuer satisfactory to Agent, such items to be received not
later than two weeks prior to the closing of the Acquisition with an endorsement
acceptable to Agent to existing title insurance policies held by Agent being
received upon such closing, together with title insurance policies acceptable to
Agent with respect to any real estate to be acquired in connection with the
Acquisition.

               (b) (i) Mortgages or deeds of trust on the real estate to be
acquired in connection with the Acquisition, and (ii) an opinion of counsel in
each state in which any such real estate is located in form and substance and
from counsel reasonably satisfactory to Agent.

          U. Blocked Accounts. Borrowers shall be in compliance with the
requirements of Annex C with respect to any bank accounts obtained in connection
with the Acquisition.

          V. Subordination and Intercreditor Agreements. Agent and Lenders shall
have received any and all subordination and/or intercreditor agreements, all in
form and substance reasonably satisfactory to Agent, in its sole discretion, as
Agent shall have deemed necessary or appropriate with respect to any
Indebtedness of any Credit Party including, without limitation, from Dana
Corporation in connection with the Acquisition.

          W. Environmental Reports. Not later than two weeks prior to the
Acquisition Closing Date, Agent shall have received Phase I Environmental Site
Assessment Reports, consistent with American Society for Testing and Materials
(ASTM) Standard E 1527-00 (or the current ASTM standard for Phase I
environmental site assessment reports), and applicable state requirements, on
all of the Real Estate to be acquired in conjunction with the Acquisition, dated
no more than 6 months prior to the Closing Date, prepared by environmental
engineers reasonably satisfactory to Agent, all in form and substance reasonably
satisfactory to Agent, in its sole discretion; and Agent shall have further
received such environmental review and audit reports, including Phase II
reports, with respect to the Real Estate of any Credit Party to be acquired in
conjunction with the Acquisition as Agent shall have requested, and Agent shall
be satisfied, in its sole discretion, with the contents of all such
environmental reports. Agent shall have received letters executed by the
environmental firms preparing such environmental reports, in form and substance
reasonably satisfactory to Agent, authorizing Agent and Lenders to rely on such
reports.

          X. Financials. Agent shall have received Acquisition Target's
unaudited consolidated and consolidating financial statements for each month no
later than 45 days from the end of each month or 60 days from the end of each
quarter commencing with December, 2002, together with a reconciliation of such
financial statements to the operating assets of the Acquisition Target which are
the subject of the Acquisition.

          Y. Assignment of Representations, Warranties, Covenants, Indemnities
and Rights. Agent shall have received a duly executed copy of an Assignment of
Representations, Warranties, Covenants, Indemnities and Rights in respect of
SMP's rights under the Acquisition


                                      D-8





<PAGE>

Agreement, which assignment shall be expressly permitted under the Acquisition
Agreement or shall have been consented to by the Seller in writing.

          Z. Material Adverse Change. Since October 1, 2002, there will have
been no material adverse change in the business, financial or other condition of
the Acquisition Target's operations relating to the operating assets which are
the subject of the Acquisition, the industry in which the Acquisition Target
operates, or the Collateral which will be subject to the security interest
granted to Agent, or in the prospects or projections of Borrowers taken as a
whole after giving effect to the closing of the Acquisition.

          AA. Other Documents. Such other certificates, documents and agreements
respecting any Credit Party as Agent may reasonably request.

          BB. Appraisals. (a) Agent shall have received appraisals as to each
parcel of Real Estate owned by each Credit Party of the Mortgaged Properties
located in Fort Worth, Texas, Edwardsville, Kansas and Disputanta, Virginia,
each of which shall be in form and substance reasonably satisfactory to Agent.

               (b) Agent shall have received such appraisals or field
examination reports as it may reasonably request with respect to all other
assets owned by Borrowers or which are to be acquired in connection with the
Acquisition.


                                      D-9





<PAGE>

                            ANNEX E (Section 4.1(a))

                                       to

                                CREDIT AGREEMENT

                FINANCIAL STATEMENTS AND PROJECTIONS--REPORTING

          Borrowers shall deliver or cause to be delivered to Agent or to Agent
and Lenders, as indicated, the following:

          (a) Monthly Financials. To Agent and Lenders, within thirty (30) days
after the end of each Fiscal Month (other than January), financial information
regarding Borrowers and their Subsidiaries, certified by the chief financial
officer or treasurer of Borrower Representative, consisting of consolidated and
consolidating (i) unaudited balance sheets as of the close of such Fiscal Month
and the related statements of income and cash flows for that portion of the
Fiscal Year ending as of the close of such Fiscal Month; (ii) unaudited
statements of income and cash flows for such Fiscal Month, setting forth in
comparative form the figures for the corresponding period in the prior year and
the figures contained in the Projections for such Fiscal Year, all prepared
(other than the Projections) in accordance with GAAP (subject to normal year-end
adjustments); and (iii) a summary of the outstanding balance of all Intercompany
Notes as of the last day of that Fiscal Month. Such financial information shall
be accompanied by the certification of the chief financial officer or treasurer
of Borrower Representative that (i) such financial information presents fairly
in accordance with GAAP (subject to normal year-end adjustments) the financial
position and results of operations of Borrowers and their Subsidiaries, on a
consolidated and consolidating basis, in each case as at the end of such Fiscal
Month and for that portion of the Fiscal Year then ended and (ii) any other
information presented is true, correct and complete in all material respects and
that there was no Default or Event of Default in existence as of such time or,
if a Default or Event of Default has occurred and is continuing, describing the
nature thereof and all efforts undertaken to cure such Default or Event of
Default.

          (b) Quarterly Financials. To Agent and Lenders, within forty-five (45)
days after the end of each Fiscal Quarter, consolidated and consolidating
financial information regarding Borrowers and their Subsidiaries, certified by
the chief financial officer or treasurer of Borrower Representative, including
(i) unaudited balance sheets as of the close of such Fiscal Quarter and the
related statements of income and cash flow for that portion of the Fiscal Year
ending as of the close of such Fiscal Quarter and (ii) unaudited statements of
income and cash flows for such Fiscal Quarter, in each case setting forth in
comparative form the figures for the corresponding period in the prior year and
the figures contained in the Projections for such Fiscal Year, all prepared
(other than the Projections) in accordance with GAAP (subject to normal year-end
adjustments). Such financial information shall be accompanied by (A) a statement
in reasonable detail (each, a "Compliance Certificate" showing the calculations
used in determining compliance with each of the Financial Covenants that is
tested on a quarterly basis and (B) the certification of the chief financial
officer or treasurer of Borrower Representative that (i) such financial
information presents fairly in accordance with GAAP (subject to normal year-end
adjustments) the financial position, results of operations and statements of
cash flows of


                                      E-1





<PAGE>

Borrowers and their Subsidiaries, on both a consolidated and consolidating
basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal
Year then ended and (ii) any other information presented is true, correct and
complete in all material respects and that there was no Default or Event of
Default in existence as of such time or, if a Default or Event of Default has
occurred and is continuing, describing the nature thereof and all efforts
undertaken to cure such Default or Event of Default. In addition, Borrowers
shall deliver to Agent and Lenders, within forty-five (45) days after the end of
each Fiscal Quarter, a management discussion and to the extent not otherwise set
forth on SMP's Form 10Q, analysis that includes a comparison to budget for that
Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the
corresponding period in the prior year.

          (c) Operating Plan. To Agent and Lenders, as soon as available, but
not later than thirty (30) days after the end of each Fiscal Year, an annual
operating plan for Borrowers, on a consolidated and consolidating basis,
approved by the Board of Directors of Borrowers, for the following Fiscal Year,
which (i) includes a statement of all of the material assumptions on which such
plan is based, (ii) includes monthly balance sheets, income statements and
statements of cash flows for the following year and (iii) integrates sales,
gross profits, operating expenses, operating profit, cash flow projections and
Borrowing Availability projections, all prepared on the same basis and in
similar detail as that on which operating results are reported (and in the case
of cash flow projections, representing management's good faith estimates of
future financial performance based on historical performance), and including
plans for personnel, Capital Expenditures and facilities.

          (d) Annual Audited Financials. To Agent and Lenders, within ninety
(90) days after the end of each Fiscal Year, audited Financial Statements for
Borrowers and their Subsidiaries on a consolidated and (unaudited) consolidating
basis, consisting of balance sheets and statements of income and retained
earnings and cash flows, setting forth in comparative form in each case the
figures for the previous Fiscal Year, which Financial Statements shall be
prepared in accordance with GAAP and certified without qualification, by an
independent certified public accounting firm of national standing or otherwise
acceptable to Agent. Such Financial Statements shall be accompanied by (i) a
statement prepared in reasonable detail showing the calculations used in
determining compliance with each of the Financial Covenants, (ii) a report from
such accounting firm to the effect that, in connection with their audit
examination, nothing has come to their attention to cause them to believe that a
Default or Event of Default has occurred (or specifying those Defaults and
Events of Default that they became aware of), it being understood that such
audit examination extended only to accounting matters and that no special
investigation was made with respect to the existence of Defaults or Events of
Default, (iii) the annual letters to such accountants in connection with their
audit examination detailing contingent liabilities and material litigation
matters, and (iv) the certification of the chief executive officer or chief
financial officer or treasurer of Borrowers that all such Financial Statements
present fairly in accordance with GAAP the financial position, results of
operations and statements of cash flows of Borrowers and their Subsidiaries on a
consolidated and consolidating basis, as at the end of such Fiscal Year and for
the period then ended, and that there was no Default or Event of Default in
existence as of such time or, if a Default or Event of Default has occurred and
is continuing, describing the nature thereof and all efforts undertaken to cure
such Default or Event of Default.


                                      E-2





<PAGE>

          (e) Management Letters. To Agent and Lenders, within five (5) Business
Days after receipt thereof by any Credit Party, copies of all management
letters, exception reports or similar letters or reports received by such Credit
Party from its independent certified public accountants.

          (f) Default Notices. To Agent and Lenders, as soon as practicable, and
in any event within five (5) Business Days after an executive officer of any
Borrower has actual knowledge of the existence of any Default, Event of Default
or other event that has had a Material Adverse Effect, telephonic or telecopied
notice specifying the nature of such Default or Event of Default or other event,
including the anticipated effect thereof, which notice, if given telephonically,
shall be promptly confirmed in writing on the next Business Day.

          (g) SEC Filings and Press Releases. To Agent and Lenders, promptly
upon their becoming available, copies of: (i) all Financial Statements, reports,
notices and proxy statements made publicly available by any Credit Party to its
security holders; (ii) all regular and periodic reports and all registration
statements and prospectuses, if any, filed by any Credit Party with any
securities exchange or with the Securities and Exchange Commission or any
governmental or private regulatory authority; including but not limited to all
Form 8-Ks, quarterly 10-Q's and annual 10-K statements and (iii) all press
releases and other statements made available by any Credit Party to the public
concerning material changes or developments in the business of any such Person.

          (h) Subordinated Debt and Equity Notices. To Agent, as soon as
practicable, copies of all material written notices given or received by any
Credit Party with respect to any Subordinated Debt or Stock of such Person, and,
within two (2) Business Days after any Credit Party obtains knowledge of any
matured or unmatured event of default with respect to any Subordinated Debt,
notice of such event of default.

          (i) Supplemental Schedules. To Agent, supplemental disclosures, if
any, required by Section 5.6.

          (j) Litigation. To Agent in writing, promptly upon learning thereof,
notice of any Litigation commenced or threatened against any Credit Party that
(i) seeks damages in excess of $100,000, (ii) seeks injunctive relief, (iii) is
asserted or instituted against any Plan, its fiduciaries or its assets or
against any Credit Party or ERISA Affiliate in connection with any Plan, (iv)
alleges criminal misconduct by any Credit Party, (v) alleges the violation of
any law regarding, or seeks remedies in connection with, any Environmental
Liabilities or (vi) involves any product recall. To the Agent, at the end of
each month, a report of all Asbestos Claims commenced or disposed of during such
month.

          (k) Insurance Notices. To Agent, disclosure of losses or casualties
required by Section 5.4.

          (l) Lease Default Notices. To Agent, within 2 Business Days after
receipt thereof, copies of (i) any and all default notices received under or
with respect to any leased location or public warehouse where Collateral is
located, and (ii) such other notices or


                                      E-3





<PAGE>

documents as Agent may reasonably request with respect to such leased locations
or public warehouses.

          (m) Lease Amendments. To Agent, within two (2) Business Days after
receipt thereof, copies of all material amendments to real estate leases specify
leases of particular concern.

          (n) Rate Protection Agreements. To Agent, notice of intention to enter
into any Rate Protection Agreement, together with form of proposed Rate
Protection Agreement.

          (o) Other Documents. To Agent and Lenders, such other financial and
other information respecting any Credit Party's business or financial condition
as Agent or any Lender shall from time to time reasonably request including,
without limitation, the annual actuarial study required pursuant to the defined
term "Asbestos Reserve" from a firm acceptable to Agent and in a form similar to
that provided pursuant to Section 2.1(j), the costs of which studies shall be
borne by Borrowers.


                                      E-4





<PAGE>

                            ANNEX F (Section 4.1(b))

                                       to

                                CREDIT AGREEMENT

                               COLLATERAL REPORTS

          Borrowers shall deliver or cause to be delivered the following:

          (a) To Agent, upon its request, and in any event no less frequently
than ten (10) Business Days after the end of each Fiscal Month (together with a
copy of all or any part of the following reports requested by any Lender in
writing after the Closing Date), each of the following reports, each of which
shall be prepared by the applicable Borrower as of the last day of the
immediately preceding Fiscal Month or the date two (2) days prior to the date of
any such request:

          (i) a Borrowing Base Certificate with respect to each Borrower, in
each case accompanied by such supporting detail and documentation as shall be
requested by Agent in its reasonable discretion;

          (ii) with respect to each Borrower, a summary of Inventory by location
and type with a supporting perpetual Inventory report, in each case accompanied
by such supporting detail and documentation as shall be requested by Agent in
its reasonable discretion; and

          (iii) with respect to each Borrower, a monthly trial balance showing
Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60
days, 61 to 90 days, 91 days to 180 days and 181 days or more, accompanied by
such supporting detail and documentation as shall be requested by Agent in its
reasonable discretion.

          (b) To Agent, on a weekly basis or at such more frequent intervals as
Agent may request from time to time, including, at Agent's option, on a daily
basis if average daily Borrowing Availability for all Borrowers for any 90 day
period is less than (x) $11,500,000 prior to the Acquisition Closing Date, or
(y) $16,000,000 on and after the Acquisition Closing Date (together with a copy
of all or any part of such delivery requested by any Lender in writing after the
Closing Date), collateral reports with respect to each Borrower, including all
additions and reductions (cash and non-cash) with respect to Accounts of such
Borrower, in each case accompanied by such supporting detail and documentation
as shall be requested by Agent in its reasonable discretion each of which shall
be prepared by the applicable Borrower as of the last day of the immediately
preceding week or the date two (2) days prior to the date of any such request;

          (c) To Agent, at the time of delivery of each of the monthly Financial
Statements delivered pursuant to Annex E:

          (i) a reconciliation of the Accounts trial balance of each Borrower to
such Borrower's most recent Borrowing Base Certificate, general ledger and
monthly Financial


                                      F-1





<PAGE>

Statements delivered pursuant to Annex E, in each case accompanied by such
supporting detail and documentation as shall be requested by Agent in its
reasonable discretion;

          (ii) a reconciliation of the perpetual inventory by location of each
Borrower to such Borrower's most recent Borrowing Base Certificate, general
ledger and monthly Financial Statements delivered pursuant to Annex E, in each
case accompanied by such supporting detail and documentation as shall be
requested by Agent in its reasonable discretion;

          (iii) an aging of accounts payable and a reconciliation of that
accounts payable aging to each Borrower's general ledger and monthly Financial
Statements delivered pursuant to Annex E, in each case accompanied by such
supporting detail and documentation as shall be requested by Agent in its
reasonable discretion;

          (iv) a reconciliation of the outstanding Loans as set forth in the
monthly Loan Account statement provided by Agent to each Borrower's general
ledger and monthly Financial Statements delivered pursuant to Annex E, in each
case accompanied by such supporting detail and documentation as shall be
requested by Agent in its reasonable discretion;

          (d) To Agent, at the time of delivery of each of the quarterly or
annual Financial Statements delivered pursuant to Annex E, (i) a listing of
government contracts of each Borrower subject to the Federal Assignment of
Claims Act of 1940; and (ii) a list of any applications for the registration of
any Patent, Trademark or Copyright filed by any Credit Party with the United
States Patent and Trademark Office, the United States Copyright Office or any
similar office or agency in the prior Fiscal Quarter;

          (e) Each Borrower, at its own expense, shall deliver to Agent the
results of each physical verification, if any, that such Borrower or any of its
Subsidiaries may in their discretion have made, or caused any other Person to
have made on their behalf, of all or any portion of their Inventory (and, if a
Default or an Event of Default has occurred and is continuing, each Borrower
shall, upon the request of Agent, conduct, and deliver the results of, such
physical verifications as Agent may require);

          (f) Each Borrower, at its own expense, shall deliver to Agent such
appraisals of its assets as Agent may request, no more frequently than once a
year and at any time after the occurrence and during the continuance of a
Default or an Event of Default, such appraisals to be conducted by an appraiser,
and in form and substance reasonably satisfactory to Agent; and

          (g) Such other reports, statements and reconciliations with respect to
the Borrowing Base, Collateral or Obligations of any or all Credit Parties as
Agent shall from time to time request in its reasonable discretion, including,
without limitation, an annual actuarial study performed by an actuary acceptable
to Agent.


                                      F-2





<PAGE>

                             ANNEX G (Section 6.10)

                                       to

                                CREDIT AGREEMENT

                               FINANCIAL COVENANTS

          1. Prior to Acquisition Closing Date, Borrowers shall not breach or
fail to comply with any of the following financial covenants, each of which
shall be calculated in accordance with GAAP consistently applied:

          (a) Maximum Capital Expenditures. Borrowers and their Subsidiaries on
a consolidated basis shall not make Capital Expenditures during any Fiscal Year
that exceeds one hundred twenty percent (120%) of the amount set forth in the
Projections for such Fiscal Year; provided, however, that any unused portion of
such sum may be carried over and expended in any subsequent Fiscal Year.

          (b) Minimum Tangible Net Worth. Borrowers and their Subsidiaries on a
consolidated basis shall maintain at the end of each Fiscal Quarter commencing
with the Fiscal Quarter ending on or about March 31, 2001 a Tangible Net Worth
equal to or greater than $114,660,000 plus (ii) the amount of additional
Tangible Net Worth added as a result of any pooling of interests in connection
with any acquisition, provided, however, that if Borrowing Availability at any
date of determination exceeds $25,000,000, compliance with this Tangible Net
Worth covenant shall not be required.

          2. On and after the Acquisition Closing Date, Borrowers shall not
breach or fail to comply with any of the following financial covenants, each of
which shall be calculated in accordance with GAAP consistently applied:

          (a) Minimum EBITDA. Borrowers and their Subsidiaries on a consolidated
     basis shall have, at the end of each Fiscal Quarter set forth below, EBITDA
     for the 12-month period then ended (or with respect to the Fiscal Quarters
     ending on or before December 31, 2003, the period commencing on January 1,
     2003 and ending on the last day of such Fiscal Quarter) of not less than
     the following:

     Fiscal Quarter Ending      EBITDA
     ---------------------   -----------

     March 31, 2003          $ 5,000,000
     June 30, 2003           $18,000,000
     September 30, 2003      $34,000,000
     December 31, 2003       $36,000,000
     March 31, 2004          $40,000,000
     June 30, 2004           $48,500,000

          (b) Minimum Fixed Charge Cover Ratio. Borrowers and their Subsidiaries
     on a consolidated basis shall have, at the end of each Fiscal Quarter set
     forth below, a Fixed


                                      G-1





<PAGE>

     Charge Coverage Ratio for the 12-month period then ended of not less than
     the following:

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

     September 30, 2004                1.05 to 1.00
     December 31, 2004                 1.15 to 1.00
     March 31, 2005 and each           1.25 to 1.00
     Fiscal Quarter ending
     thereafter

          (c) Maximum Capital Expenditures. Borrowers and their Subsidiaries on
     a consolidated basis shall not make Capital Expenditures (excluding Capital
     Leases entered into in connection with the Acquisition) during any Fiscal
     Year set forth below in excess of the amount set forth below; provided,
     however, that twenty-five percent (25%) of the unused portion of such sum
     may be carried over and expended in any subsequent Fiscal Year.

     Fiscal Year   Maximum Capital Expenditure
     -----------   ---------------------------

     2003                  $17,000,000
     2004                  $17,000,000
     2005                  $17,500,000
     2006                  $18,000,000
     2007                  $18,500,000

          Unless otherwise specifically provided herein, any accounting term
used in the Agreement shall have the meaning customarily given such term in
accordance with GAAP, and all financial computations hereunder shall be computed
in accordance with GAAP consistently applied. That certain items or computations
are explicitly modified by the phrase "in accordance with GAAP" shall in no way
be construed to limit the foregoing. If any "Accounting Changes" (as defined
below) occur and such changes result in a change in the calculation of the
financial covenants, standards or terms used in the Agreement or any other Loan
Document, then Borrowers, Agent and Lenders agree to enter into negotiations in
order to amend such provisions of the Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating
Borrowers' and their Subsidiaries' financial condition shall be the same after
such Accounting Changes as if such Accounting Changes had not been made;
provided, however, that the agreement of Requisite Lenders to any required
amendments of such provisions shall be sufficient to bind all Lenders.
"Accounting Changes" means (i) changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants (or successor thereto or any agency with similar functions), (ii)
changes in accounting principles concurred in by any Borrower's certified public
accountants; (iii) purchase accounting adjustments under A.P.B. 16 or 17 and
EITF 88-16, and the application of the accounting principles set forth in FASB
109, including the establishment of reserves pursuant thereto and any subsequent
reversal (in whole or in part) of such reserves; and (iv) the reversal of any
reserves established as a result of purchase accounting adjustments. All such
adjustments


                                      G-2





<PAGE>

resulting from expenditures made subsequent to the Closing Date (including
capitalization of costs and expenses or payment of pre-Closing Date liabilities)
shall be treated as expenses in the period the expenditures are made and
deducted as part of the calculation of EBITDA in such period. If Agent,
Borrowers and Requisite Lenders agree upon the required amendments, then after
appropriate amendments have been executed and the underlying Accounting Change
with respect thereto has been implemented, any reference to GAAP contained in
the Agreement or in any other Loan Document shall, only to the extent of such
Accounting Change, refer to GAAP, consistently applied after giving effect to
the implementation of such Accounting Change. If Agent, Borrowers and Requisite
Lenders cannot agree upon the required amendments within thirty (30) days
following the date of implementation of any Accounting Change, then all
Financial Statements delivered and all calculations of financial covenants and
other standards and terms in accordance with the Agreement and the other Loan
Documents shall be prepared, delivered and made without regard to the underlying
Accounting Change. For purposes of Section 8.1, a breach of a Financial Covenant
contained in this Annex G shall be deemed to have occurred as of any date of
determination by Agent or as of the last day of any specified measurement
period, regardless of when the Financial Statements reflecting such breach are
delivered to Agent.


                                      G-3





<PAGE>

                            ANNEX H (Section 9.9(a))
                                       to
                                CREDIT AGREEMENT
                            WIRE TRANSFER INFORMATION

Name:         General Electric Capital Corporation
Bank:         DeutscheBank Trust Company Americas
              New York, New York
ABA #:        021001033
Account #:    50232854
Account Name: GECC/CAF Depository
Reference:    CFN 4451


                                      H-1





<PAGE>

                             ANNEX I (Section 11.10)
                                       to
                                CREDIT AGREEMENT
                                NOTICE ADDRESSES

(A) If to Agent or GE Capital, at

General Electric Capital Corporation
800 Connecticut Avenue, Two North
Norwalk, CT 06854
Attention: Standard Motor Products, Inc. - Account Manager
Telecopier No.: (203) 852-3650
Telephone No.: (203) 852-3600

with copies to:

Hahn & Hessen LLP
488 Madison Avenue
New York, New York 10022
Attention: Steven J. Seif, Esq.
Telecopier No.: (212) 478-7400
Telephone No.: (212) 478-7200

and

General Electric Capital Corporation
201 High Ridge Road
Stamford, Connecticut 06927-5100
Attention: Corporate Counsel - Commercial Finance
Telecopier No.: (203) 316-7889
Telephone No.: (203) 316-7552

(B) If to any Borrower, to Borrower Representative, at

Standard Motor Products, Inc.
37-18 Northern Boulevard
Long Island City, New York 11101
Attention: Robert Martin
Telecopier No.: (718)
Telephone No.: (718)

with copies to:

Kelley Drye & Warren LLP
101 Park Avenue
New York, New York 10178
Attention: Ronald B. Risdon, Esq.
Telecopier No.: (212) 808-7897
Telephone No.: (212) 808-7800


                                      I-1





<PAGE>

                 ANNEX J (from Annex A - Commitments definition)
                                       to
                                CREDIT AGREEMENT

<TABLE>
<S>                                  <C>
Tranche A Revolver Loan Commitment   Lender(s)
- ----------------------------------   ------------------------------------------------------

$75,000,000                          GE Capital Corporation
$41,000,000                          Bank of America, N.A.
$37,500,000                          GMAC Commercial Finance LLC (as successor by merger to
                                     GMAC Commercial Credit LLC)
$14,500,000                          Transamerica Business Capital Corporation
$19,500,000                          Congress Financial Corporation
$19,500,000                          JPMorgan Chase Bank
$18,000,000                          HSBC Bank USA

Tranche B Revolver Loan Commitment   Lender(s)
- ----------------------------------   ------------------------------------------------------

$25,000,000                          Foothill Capital Corporation
$25,000,000                          Merrill Lynch Capital, a Division of Merrill Lynch
                                     Business Financial Services Inc.
$20,500,000                          Congress Financial Corporation
$5,500,000                           JPMorgan Chase Bank
$4,000,000                           Bank of America, N.A.

Revolving Loan Commitment on and
after the Acquisition Closing Date   Lender(s)
- ----------------------------------   ------------------------------------------------------

$75,000,000                          GE Capital Corporation
$45,000,000                          Bank of America, N.A.
$37,500,000                          GMAC Commercial Finance LLC (as successor by merger to
                                     GMAC Commercial Credit LLC)
$14,500,000                          Transamerica Business Capital Corporation
$40,000,000                          Congress Financial Corporation
$25,000,000                          JPMorgan Chase Bank
$18,000,000                          HSBC Bank USA
$25,000,000                          Foothill Capital Corporation
$25,000,000                          Merrill Lynch Capital, a Division of Merrill Lynch
                                     Business Financial Services Inc.
</TABLE>


                                      J-1




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>


<PAGE>


For:    Standard Motor Products, Inc.

From:   Golin/Harris International
        Allan Jordan
        212-697-9191

        Standard Motor Products, Inc. Contact:
        James J. Burke, Chief Financial Officer
        718-392-0200


                     STANDARD MOTOR PRODUCTS, INC. ANNOUNCES

                ACQUISITION OF DANA'S ENGINE MANAGEMENT DIVISION

New York, NY, February 10, 2003......Standard Motor Products, Inc. (NYSE:SMP),
an automotive replacement parts manufacturer and distributor, announced today
that it has signed a definitive agreement to acquire the assets of Dana
Corporation's Engine Management Division for approximately $120 million, subject
to post closing adjustment. 2002 sales of Dana's Engine Management Division were
slightly below $300 million. The acquisition is expected to close in the second
quarter of 2003.

Mr. Lawrence Sills, Standard Motor Products, Chairman and Chief Executive
Officer, said, "We view the acquisition as a major step forward for our company.
We expect the acquisition to essentially double our Engine Management sales.
Dana's Engine Management Division has comparable product lines and channels of
distribution to ours. Each of us has excess capacity. Once the transition period
is complete, which we anticipate may take up to 18 months, we believe there will
be substantial cost savings."

"Dana's division has a long and valued history, with some of the best brand
names and most prestigious customers in the industry. We will be maintaining the
brand names and look forward to working with the customers in the months and
years ahead."

The consideration to Dana will consist of cash, a seller note, and SMP common
stock. SMP plans to finance the cash portion of the purchase price, as well as
the one time costs associated with the acquisition and integration expenses,
with an expansion of its existing credit facility with GE Commercial Finance and
from the proceeds of a public equity offering of SMP common stock.






<PAGE>



Mr. James Burke, Standard Motor Products, Chief Financial Officer, said, "We
have worked with GE Commercial Finance and our other bank group members to
increase the size of our credit facility and to extend the term of the facility
until February 2008. Moreover, as this transaction represents a large and
strategically important step for our company, our Board has decided to issue
additional equity to the public. Finally, we are pleased that Dana has indicated
its confidence in the transaction and in our Company by making a meaningful
equity investment."

Standard Motor Products, Inc. plans to file a registration statement for the
issuance of common shares later this week. Standard Motor Products contemplates
closing the equity offering and the acquisition during the second quarter of
2003. The acquisition is subject to regulatory approval, as well as other
customary closing conditions, including the successful completion of the public
equity offering.

Standard Motor Products will hold a conference call at 11:00 AM, Eastern Time,
on Monday, February 10, 2003. The dial in number is 800-233-2795. The playback
number is 800-753-8878 and the ID# is J405.
















The press release does not constitute an offer of securities for sale.

Under the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, Standard Motor Products cautions investors that any forward-looking
statements made by the company, including those that may be made in this press
release, are based on management's expectations at the time they are made, but
they are subject to risks and uncertainties that may cause actual results,
events or performance to differ materially from those contemplated by such
forward looking statements. Among the factors that could cause actual results,
events or performance to differ materially from those risks and uncertainties
discussed in this press release, and detailed from time-to-time in prior press
releases and in the company's filings with the Securities and Exchange
Commission, including the company's annual report on Form 10-K and quarterly
reports on Form 10-Q. By making these forward looking statements, Standard Motor
Products undertakes no obligation or intention to update these statements after
the date of this release.


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