Common use of Independence of Covenants Clause in Contracts

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement CREDIT AGREEMENT, dated as of March 30, 1998, among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 129154 Section 11.7 Survival of Banks Annex II - Bank Addresses Annex III - Representations, Warranties and Agreements 129154 Section 11.8 No Waiver; Remedies Cumulative 129154 Section 11.9 Marshalling; Payments Set Aside 129154 Section 11.10 Severability 129155 Section 11.11 Obligations Several; Independent Nature of Lenders’ Rights 129155 Section 11.12 Headings 130155 Section 11.13 Applicable Laws 130155 Section 11.14 WAIVER OF JURY TRIAL 130156 Section 11.15 Confidentiality 131156 Section 11.16 Usury Savings Clause 131157 Section 11.17 Counterparts; Integration; Effectiveness 132157 Section 11.18 No Advisory of Fiduciary Relationship 132157 Section 11.19 Electronic Execution of Assignments and Other Documents 133158 Section 11.20 USA PATRIOT Act 133158 Section 11.21 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 133158 Section 11.22 Existing Agreement relating to U.K. Swingline Loans 133159 Section 11.23 Acknowledgement Regarding Any Supported QFCs 134159 Appendices Appendix A Lenders, Commitments and Revolving Commitment Percentages Appendix B Notice Information Schedules Schedule 1.08(b6.1 Organization; Requisite Power and Authority; Qualification Schedule 6.2 Capital Stock and Ownership Schedule 6.10(b) - Calculation Real Estate Assets Schedule 6.14 Name, Jurisdiction and Tax Identification Numbers of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Borrower and its Subsidiaries Schedule 5.19 - Securities 6.24 Unencumbered Properties Schedule 5.20 - 8.1 Existing Indebtedness Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of 8.2 Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of 8.6 Existing Guarantees and Letters of Credit Investments Exhibits Exhibit A-1 - 2.1 Form of A Funding Notice Exhibit 2.3 Form of Issuance Notice Exhibit 2.5-1 Form of Revolving Loan Note Exhibit 2.5-2 Form of Swingline Note Exhibit 2.5-3 Form of Term Note Exhibit A-2 - 2.8 Form of B Term Note Conversion/Continuation Notice Exhibit A-3 - 3.3 Forms of U.S. Tax Compliance Certificates (Forms 1 – 4) Exhibit 7.17.2(ca)-1 Form of Acquisition Term Note Compliance Certificate Exhibit B-1 - 7.12 Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Guarantor Joinder Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - 11.5 Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement THIRD AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 30September 24, 19982021, as amended _______, 2023 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among MMH HOLDINGSDOC DR, LLC (as successor to PHYSICIANS REALTY L.P.), a DelawareMaryland limited partnershipliability company (the “Borrower”), DOC DR HOLDCO, LLC (as successor to PHYSICIANS REALTY TRUST), a Maryland real estate investment trustlimited liability company (the “Parent”), as GuarantorHEALTHPEAK PROPERTIES, INC., a Delaware Maryland corporation ("Holdings"“Healthpeak”), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLINGand HEALTHPEAK OP, LLC, a Delaware Maryland limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"“Healthpeak OP”), as syndication Guarantors, the Lenders from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "“Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17139 11.16. Currency Indemnity.........................................187 Annex I Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . 139 Schedule A - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b4.01(j) - Calculation of MLA Cost Financial Statements Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i4.01(l) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a4.01(m) - Restrictions on Borrower's Ability to Grant Liens Schedule of Existing Debt 4.01(p) - Required Consents Schedule 5.21(b) 4.03 - Permitted Business Acquisitions Schedule 5.10A - Exceptions to Perfected Security Interests Schedule 5.10B - Prior Liens Schedule 5.10C - Required Filings and Recordings Schedule 5.13 - Subsidiaries Schedule 5.16 - Real Property Owned and Leased Schedule 5.17 - Capital Stock Schedule 5.19 - Indebtedness Schedule 5.20 - Environmental Exceptions Schedule 5.22 - Environmental Insurance Schedule 6.01(i) 11.03 - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Bank Addresses EXHIBITS Exhibit A-1 1.03-1 - Form of A Term Note Notice of Revolving Loan Borrowing Exhibit A-2 1.03-2 - Form of B Notice of Acquisition Loan Borrowing Exhibit 1.03-3 - Form of Notice of Supplemental Revolving Loan Borrowing Exhibit 1.03-4 - Form of Notice of Supplemental Term Loan Borrowing Exhibit 1.05(a)(i) - Form of Revolving Note Exhibit A-3 1.05(a)(ii) - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a1.05(a)(iii) - Form of Opinion of XxXxxxxx Xxxxxxxx Supplemental Revolving Note Exhibit C-3(b1.05(a)(iv) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Supplemental Term Note Exhibit C-4 4.01(b) - Form of Local Counsel Opinions Officer's Certificate Exhibit D 4.03(b)(iv) - Form of Mortgage Officer's Certificate -- Permitted Business Acquisitions Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L 6.01(p) - Form of Borrowing Base Certificate Exhibit M 7.14 - Form of Officers' Amended and Restated Certificate Regarding Environmental Review of Incorporation of the Borrower Exhibit N 9A - Form of Officers' Solvency Certificate Security Agreement Exhibit O 9B - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Subsidiary Guarantee Exhibit P 9C - Form of Section 3.04 Certificate Trademark Security Agreement Exhibit Q 11.04(c) - Form of Intercreditor Assignment Agreement COLOR SPOT NURSERIES, INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This Second Amended and Restated Credit Agreement is dated as of March 30December 24, 19981997, among MMH HOLDINGSand amends and restates, INC.in its entirety, a Delaware corporation the Credit Agreement dated as of December 31, 1996 (the "HoldingsORIGINAL CREDIT AGREEMENT"), XXXXXX MATERIAL HANDLINGas amended and restated by the Amended and Restated Credit Agreement dated as of February 20, INC.1997 (the "AMENDED CREDIT AGREEMENT") among Color Spot Nurseries, Inc., a Delaware corporation (the "CompanyBORROWER") as a U.S. Borrower), MATERIAL HANDLING, LLC, a Delaware limited liability company Credit Agricole Indosuez ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and formerly the New York branch of CREDIT AGRICOLE INDOSUEZ Banque Indosuez) ("IndosuezINDOSUEZ"), as syndication agent for the Banks IBJ Xxxxxxxx Bank & Trust Company (in such capacity, the "Syndication AgentIBJS"), BANKBOSTONBankBoston, N.A., as documentation agent for N.A. ("BKOB") and the Banks other lending institutions listed in Schedule A (in such capacity, the each a "Documentation AgentBANK"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC")Indosuez, as the administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" ADMINISTRATIVE AGENT") for itself and the other Banks, IBJS as the syndication agent (the "SYNDICATION AGENT") for itself and the other Banks and BKOB as the documentation agent (the "DOCUMENTATION AGENT") for itself and the other Banks and, together with the Syndication Administrative Agent and the Documentation Syndication Agent, the "AgentsAGENTS"). Unless otherwise defined herein, all capitalized terms used herein and are as defined in Section 9 are used herein as so defined9.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 106 Section 13.20 Confidentiality......................................................................106 Section 13.21 WAIVER OF JURY TRIAL.................................................................107 Section 13.22 Approvals and Consent................................................................107 Section 13.23 Service of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation Process...................................................................108 Section 13.24 Reaffirmation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Supply Agreement....................................................108 Section 13.25 Amendment and Restatement of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule the Original Credit Agreement...........................108 Section 13.26 Assignments of Collective Bargaining Agreements Schedule 5.21(a) - Schedule Original Loans........................................................108 Section 13.27 No Requirement of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary Assumption or Payment of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Another Person's Debt.................................................................................108 INDEX TO EXHIBITS Exhibit A-1 A - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Assignment and Acceptance Exhibit B-1 - Form of Revolving Tranche A Note Exhibit B-2 - Form of U.S. Swingline Tranche B Note Exhibit B-3 - Form of U.K. Swingline Tranche C Note Exhibit B-4 C - Form of Canadian Swingline Note Exhibit C-1 - Form Notice of Opinion of AkinBorrowings, GumpConversions, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Continuations and Prepayments Exhibit D - Form of Mortgage Compliance Certificate Exhibit E-1 E - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Permitted Third-Party Expenses Borrowing Base Certificate Exhibit M Report INDEX TO SCHEDULES Schedule 1.1(a) - Form of Officers' Certificate Regarding Environmental Review Exhibit N Permitted Holders Schedule 1.1(b) - Form of Officers' Solvency Certificate Exhibit O Certain Permitted Liens Schedule 1.1(c) - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P Service Area (Basic Trading Areas) Schedule 7.4 - Form of Section 3.04 Certificate Exhibit Q Permits, Franchises and Authorizations required by Governmental Requirements or issued by Governmental Authorities Schedule 7.5 - Form of Intercreditor Agreement Intellectual Property Schedule 7.6 - Litigation, Etc. Schedule 7.7 - Real Property Schedule 7.10 - Existing Debt Schedule 7.13 - Plans Schedule 7.15 - Subsidiaries; Capitalization Schedule 7.22 - Material Contracts Schedule 7.23 - Bank Accounts Schedule 7.26 - Employee Matters Schedule 7.27 - Insurance Schedule 8.15 - Year 2000 Compliance Schedule 9.5 - Certain Investments Schedule 10.1 - Total Debt to Total Capitalization Schedule 10.2 - Total Debt to Annualized EBITDA Schedule 10.3 - Annualized EBITDA Schedule 10.4 - Fixed Charge Coverage Schedule 10.5 - Capital Expenditures Schedule 10.6 - Quarterly Minimum Revenue Levels Schedule 10.7 - Wireless Subscribers CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 30February 8, 19982000, is by and among MMH ALAMOSA PCS, INC. (the "Borrower"), a Delaware corporation, ALAMOSA PCS HOLDINGS, INC., a Delaware corporation . ("Holdings"), XXXXXX MATERIAL HANDLINGa Delaware corporation, INC.TEXAS TELECOMMUNICATIONS, LP ("Alamosa Texas"), a Delaware corporation Texas limited partnership, ALAMOSA WISCONSIN LIMITED PARTNERSHIP ("Alamosa Wisconsin"), a Wisconsin limited partnership, each of the "Company"lending entities which is a party hereto (as evidenced by the signature pages of this Agreement) or which may from time to time become a party hereto as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company lender or any successor or assignee thereof ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (eachindividually, a "BankLender" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLenders"), and NORTEL NETWORKS INC., a Delaware corporation, as syndication administrative agent for itself and the Banks other Lenders (in such capacity, together with its successors in such capacity, the "Syndication Administrative Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.1778 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws.........................78 Section 10.14. Headings Descriptive; Entire Agreement...........................................79 Section 10.15. References to Existing Term Loan Agreements......................................79 SCHEDULES --------- SCHEDULE 1 Commitments SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bSubsidiaries SCHEDULE 5.01(a) - Calculation Lack of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Qualification SCHEDULE 5.02 Authorization SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 7.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 7.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of SCHEDULE 7.06 Existing Guarantees Investments SCHEDULE 7.07 Permitted Sale and Letters of Credit Exhibit A-1 - Leaseback Transactions SCHEDULE 10.01 Notice Information EXHIBITS -------- EXHIBIT A Form of A Term Note Exhibit A-2 - EXHIBIT B [Reserved] EXHIBIT C [Reserved] EXHIBIT D-1 Form of B Term Note Exhibit A-3 - Notice of Outstanding Loans EXHIBIT D-2 Form of Acquisition Term Note Exhibit B-1 - Notice of Conversion/Continuation EXHIBIT E-1 Form of Revolving Note Exhibit B-2 - Guaranty Agreement TABLE OF CONTENTS (continued) PAGE EXHIBIT E-2 Form of U.S. Swingline Note Exhibit B-3 - Borrower Pledge and Security Agreement EXHIBIT E-3 Form of U.K. Swingline Note Exhibit B-4 - Subsidiary Pledge and Security Agreement EXHIBIT F Form of Canadian Swingline Note Exhibit C-1 - Closing Certificate EXHIBIT G-1 Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Honxxxxx Xxlxxx Xxhxxxxx xxd Cohx XXP EXHIBIT G-2 Form of Opinion of Linklater Folxx & Paines Exhibit C-3(a) - Lardner EXHIBIT G-3 Form of Opinion of XxXxxxxx Kilxxxxxxx Xxxxxxxx Exhibit C-3(b) - XXP EXHIBIT G-4 Form of Opinion of PattersonMayxx, Palmer, Hunt, Murphy Exhibit C-4 - Xroxx & Plaxx XXHIBIT G-5 Form of Opinion of Local Real Estate Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - EXHIBIT H Form of Assignment and Assumption Agreement Exhibit J - Acceptance EXHIBIT I Form of Notice of Borrowing Exhibit K - Compliance Certificate EXHIBIT J Form of Notice of Continuation/Conversion Exhibit L - Mortgage EXHIBIT K Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Control Agreement CREDIT AGREEMENT, dated FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT THIS FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT made and entered into as of March 30July 17, 19982001, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware Georgia corporation (the "CompanyBorrower") as a U.S. Borrower), MATERIAL HANDLING, LLCTHE BANK OF NOVA SCOTIA, a Delaware limited liability company Canadian chartered bank ("Material HandlingScotia Capital") as a U.S. Borrower), XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borroweracting through its Atlanta Agency, the other banks and lending institutions listed in Annex I on the signature pages hereof, and any assignees of Scotia Capital, or such other banks and lending institutions which become "Lenders" as provided herein (eachScotia Capital, a "Bank" andand such other banks, collectivelylending institutions, and assignees referred to collectively herein as the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLenders"), Scotia Capital, in its capacities as syndication administrative agent and collateral agent for the Banks Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Syndication Administrative Agent"), BANKBOSTONBANK ONE, N.A.MICHIGAN, as documentation agent for the Banks (in such capacitySyndication Agent, the "and SUNTRUST BANK, as Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent are herein referred to individually as an "Agent, " and collectively as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 72 Section 11.13 Change in Accounting Principles, Fiscal Year or Tax Laws.............. 72 Section 11.14 Headings Descriptive; Entire Agreement................................ 73 Section 11.15 Time is of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline the Essence................................................ 73 Section 11.16 Usury................................................................. 73 Section 11.17 Construction.......................................................... 73 SCHEDULES --------- Schedule 6.1 Organization and Ownership of Subsidiaries Schedule 6.4 Tax Filings and Payments Schedule 6.5 Certain Pending and Threatened Litigation Schedule 6.7 Capitalized Lease Obligations Schedule 6.11 Employee Benefit Matters Schedule 6.13 Outstanding Debt, Defaults Schedule 6.14 Conflicting Agreements Schedule 6.15(a) Environmental Compliance Schedule 6.15(b) Environmental Notices Schedule 6.15(c) Environmental Permits Schedule 6.15(d) Equal Employment and Employee Safety Schedule 6.17 Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.21 Labor and Employment Matters Schedule 6.22 Intercompany Loans Schedule 1.08(b8.1(b) - Calculation Existing Indebtedness Schedule 8.2 Existing Liens EXHIBITS -------- Exhibit A Form of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule Assignment and Acceptance Exhibit B Copy of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule Subsidiary Guaranty Agreement, together with First Supplement thereto Exhibit C Copy of Existing Guarantees and Letters Contribution Agreement, together with First Supplement thereto Exhibit D Form of Line of Credit Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - E Form of Revolving Credit Note Exhibit B-2 - F Form of U.S. Swingline Note Closing Certificate Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - G Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Borrower's Counsel Exhibit C-2 - H Form of Opinion of Linklater & Paines Joinder to this Agreement Exhibit C-3(a) - I Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Supplement to Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Guaranty Agreement Exhibit J - Form of Notice of Borrowing Negative Pledge Exhibit K - Form of Notice of Continuation/Conversion Supplement to Contribution Agreement Exhibit L - Form Description of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Redeemable Common Stock SECOND AMENDED AND RESTATED REVOLVING CREDIT AND LINE OF CREDIT AGREEMENT --------------------------------------------- THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND LINE OF CREDIT AGREEMENT, dated as of March 30June 3, 1998, 1997 (the "Agreement") by and among MMH HOLDINGS, INC., a Delaware corporation ROTECH MEDICAL CORPORATION ("HoldingsBorrower"), XXXXXX MATERIAL HANDLINGa Florida corporation, INC.SUNTRUST BANK, a Delaware corporation CENTRAL FLORIDA, NATIONAL ASSOCIATION, (the "CompanySunTrust") as a U.S. Borrowernational banking association, MATERIAL HANDLINGNATIONSBANK, LLCN.A., a Delaware limited liability company XXXXXXX BANK, N.A., BANK OF AMERICA, FSB, AMSOUTH BANK OF FLORIDA, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, THE SUMITOMO BANK, LIMITED, MELLON BANK, N.A. AND BANK ONE KENTUCKY, N.A. ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "BanksLenders" and, individually, a ") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation AgentLender"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), SunTrust as administrative agent and as collateral agent Agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedLenders.

Independence of Covenants. 187 11.1784 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws.........84 Section 10.14. Headings Descriptive; Entire Agreement...........................84 Section 10.15. References to Existing Loan Agreement............................84 -v- 7 SCHEDULES --------- SCHEDULE 1 Commitments SCHEDULE 1.01 Pricing Schedule SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bSubsidiaries SCHEDULE 5.01(a) - Calculation Lack of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Qualification SCHEDULE 5.02 Authorization SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 7.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 7.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of SCHEDULE 7.06 Existing Guarantees Investments SCHEDULE 7.07 Permitted Sale and Letters of Credit Exhibit A-1 - Form of Leaseback Transactions SCHEDULE 10.01 Notice Information EXHIBITS -------- EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Credit Note Exhibit B-2 EXHIBIT B - Form of U.S. Swingline Note Exhibit B-3 EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 - Form Letter of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J Credit Application EXHIBIT D-1 - Form of Notice of Borrowing Exhibit K EXHIBIT D-2 - Form of Notice of ContinuationConversion/Conversion Exhibit L Continuation EXHIBIT D-3 - Form of Borrowing Base Certificate Exhibit M Notice of Outstanding Loans EXHIBIT E-1 - Form of Officers' Certificate Regarding Environmental Review Exhibit N Guaranty Agreement EXHIBIT E-2 - Form of Officers' Solvency Certificate Exhibit O Borrower Pledge and Security Agreement EXHIBIT E-3 - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P Subsidiary Pledge and Security Agreement EXHIBIT F - Form of Section 3.04 Closing Certificate Exhibit Q EXHIBIT G-1 - Form of Intercreditor Opinion of Honxxxxx Xxlxxx Xxhxxxxx xxd Cohx XXP EXHIBIT G-2 - Form of Opinion of Folxx & Lardner EXHIBIT G-3 - Form of Opinion of Kilxxxxxxx Xxxxxxxx XXP EXHIBIT G-4 - Form of Opinion of Mayxx, Xroxx & Plaxx XXHIBIT G-5 - Form of Opinion of Local Real Estate Counsel EXHIBIT H - Form of Assignment and Acceptance EXHIBIT I - Form of Compliance Certificate EXHIBIT J - Form of Mortgage EXHIBIT K - Form of Control Agreement $300,000,000 CONFORMED FIVE YEAR CREDIT AGREEMENTAGREEMENT THIS $300,000,000 CONFORMED FIVE YEAR CREDIT AGREEMENT made and entered into as of November 5, 1999 as amended through the Fourth Amendment dated as of March 30July 17, 19982001, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware Georgia corporation (the "CompanyBorrower") as a U.S. Borrower), MATERIAL HANDLING, LLCTHE BANK OF NOVA SCOTIA, a Delaware limited liability company Canadian chartered bank ("Material HandlingScotia Capital") as a U.S. Borrower), XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borroweracting through its Atlanta Agency, the other banks and lending institutions listed in Annex I on the signature pages hereof, and any assignees of Scotia Capital, or such other banks and lending institutions which become "Lenders" as provided herein (eachScotia Capital, a "Bank" andand such other banks, collectivelylending institutions, and assignees referred to collectively herein as the "BanksLenders") ), Scotia Capital in its capacities as administrative agent and collateral agent for the New York branch of CREDIT AGRICOLE INDOSUEZ Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Administrative Agent"), BANK ONE, MICHIGAN, as Syndication Agent, SUNTRUST BANK ("IndosuezSunTrust"), as syndication agent for Documentation Agent, COMERICA BANK, as Managing Agent, and THE BANK OF NEW YORK, HARXXX XXUST AND SAVINGS BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (the Banks (in such capacityAdministrative Agent, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the Managing Agent and the Co-Agents are herein referred to individually as an "Agent" and collectively as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - 113 13.20 Reliance on and Survival of Various Provisions ....................................... 114 TABLE OF CONTENTS ----------------- (Continued) SCHEDULES Schedule 1.1 Pricing Matrix Schedule 1.2 Percentages and Allocations Schedule 1.3 Significant Foreign Subsidiaries Schedule 1.4 Investment Policy Schedule 1.5 Proprietary Rights Schedule 5.1(b) List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Jurisdictions in which Company and/or Subsidiaries do material business Schedule 1.08(b5.1(c)(ii) - Calculation Description of MLA Cost Leased Property Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i5.1(c)(iv) - List of Mortgaged Real Property Jurisdictions in which to file financing statements Schedule 5.04 - 6.1 Exceptions to Foreign Corporation Qualifications Schedule 6.9 Compliance with Laws Schedule 6.12 Litigation Schedule 5.06 - Governmental Approvals 6.16 Employee Pension Benefit Plans Schedule 5.13 - Tax Returns 6.18 Environmental Matters Schedule 5.15 - 6.19 Subsidiaries Schedule 5.19 - Securities 6.20 Contingent Obligations Schedule 5.20 - 6.24 Capitalization Schedule of Collective Bargaining Agreements 7.8 Environmental Actions Schedule 5.21(a7.19 Real Estate Requirements Schedule 8.1(b) - Schedule of Existing Funded Debt Schedule 5.21(b) - Prior 8.2 Permitted Liens Schedule 5.22 - Environmental 8.3 Existing Guaranties Schedule 6.01(i8.8 Existing Investments Schedule 8.9 Transactions with Affiliates Schedule 8.11 Negative Pledges Schedule 13.6 Notices TABLE OF CONTENTS ----------------- (Continued) - Summary of Corporate Insurance Policies Schedule 7.06(jEXHIBITS A FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE F FORM OF NOTICE OF LETTERS OF CREDIT G FORM OF BORROWING BASE CERTIFICATE. H FORM OF COMPANY PLEDGE AGREEMENT I FORM OF ASSIGNMENT AGREEMENT J INTENTIONALLY LEFT BLANK K FORM OF SECURITY AGREEMENT L FORM OF INTERCOMPANY NOTE M FORM OF COVENANT COMPLIANCE REPORT N FORM OF COMPANY PLEDGE AGREEMENT O FORM OF TERM LOAN RATE REQUEST CREDIT AGREEMENT This Credit Agreement ("Agreement") - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement CREDIT AGREEMENT, dated is made as of March 30August 9, 19982002, by and among MMH HOLDINGS, INC., a Delaware corporation the financial institutions from time to time signatory hereto ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, individually a "Bank," and, collectively, and any and all such financial institutions collectively the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), Comerica Bank, as syndication administrative agent for the Banks (in such capacity, the "Syndication Administrative Agent"), BANKBOSTONThe CIT Group/Business Credit, N.A.Inc., as documentation agent for the Banks (in such capacitya New York corporation, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacitiescapacity "Collateral Agent") and Aspect Communications Corporation, a California corporation (the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "AgentsCompany"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.1781 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws..............81 Section 10.14. Headings Descriptive; Entire Agreement................................81 SCHEDULES SCHEDULE 1 Commitments SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bSubsidiaries SCHEDULE 5.01(a) - Calculation Lack of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Qualification SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1999 SCHEDULE 7.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 7.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of SCHEDULE 7.06 Existing Guarantees Investments SCHEDULE 7.07 Permitted Sale and Letters of Credit Exhibit A-1 - Form of Leaseback Transactions SCHEDULE 10.01 Notice Information EXHIBITS EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Credit Note Exhibit B-2 EXHIBIT B - Form of U.S. Swingline Note Exhibit B-3 EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 - Form Letter of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J Credit Application EXHIBIT D-1 - Form of Notice of Borrowing Exhibit K EXHIBIT D-2 - Form of Notice of ContinuationConversion/Conversion Exhibit L Continuation EXHIBIT E - Form of Borrowing Base Certificate Exhibit M Guaranty Agreement EXHIBIT F - Form of Officers' Closing Certificate Regarding Environmental Review Exhibit N EXHIBIT G-1 - Form of Officers' Solvency Certificate Exhibit O Opinion of Dickxxxxx Xxxgxx XXXC EXHIBIT G-2 - Form of Officers' Certificate Regarding Satisfaction Opinion of Conditions Precedent Exhibit P Kilpxxxxxx Xxxxxxxx XXX EXHIBIT G-3 - Form of Section 3.04 Certificate Exhibit Q Opinion of Mayex, Xxowx & Xlatx XXXIBIT H - Form of Intercreditor Agreement Assignment and Acceptance EXHIBIT I - Form of Compliance Certificate FIVE-YEAR CREDIT AGREEMENT, dated AGREEMENT THIS FIVE-YEAR CREDIT AGREEMENT made and entered into as of March 30November 5, 19981999, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware Georgia corporation ("HoldingsIntermet"), XXXXXX MATERIAL HANDLING, INC.THE BANK OF NOVA SCOTIA, a Delaware corporation Canadian chartered bank ("Scotiabank"), acting through its Atlanta Agency, the other banks and lending institutions listed on the signature pages hereof, and any assignees of Scotiabank, or such other banks and lending institutions which become "Lenders" as provided herein (Scotiabank, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), Scotiabank, in its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "BanksAdministrative Agent") and the New York branch of CREDIT AGRICOLE INDOSUEZ BANK ONE, MICHIGAN, as Syndication Agent, SUNTRUST BANK, ATLANTA ("IndosuezSunTrust"), as syndication agent for Documentation Agent, COMERICA BANK, as Managing Agent, and THE BANK OF NEW YORK, HARRXX XXXST AND SAVINGS BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (the Banks (in such capacityAdministrative Agent, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the Managing Agent and the Co-Agents are herein referred to individually as an "Agent" and collectively as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex Schedule 1 - Amounts of A Term Loans Schedule 2 - Amounts of B Term Loans Schedule 3 - Amounts of Revolving Loans ANNEX I - List of Banks Annex ANNEX II - Bank Addresses Annex ANNEX III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) of Existing Debt ANNEX IV - Calculation Schedule of MLA Cost Subsidiaries ANNEX V - Schedule 1.16 of Collective Bargaining Agreements ANNEX VI - Acceptances Provisions Summary of Corporate Insurance Policies ANNEX VII - Schedule 4.01(u)(i) of Liens ANNEX VIII - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 ANNEX IX - Schedule of Collective Bargaining Agreements Litigation ANNEX X - Schedule 5.21(a) of Consents ANNEX XI - Schedule of Restrictions ANNEX XII - Environmental Matters ANNEX XIII - Taxes ANNEX XIV - Schedule of Intellectual Property ANNEX XV - Schedule of Existing Debt Schedule 5.21(b) Leases ANNEX XVI - Prior Liens Schedule 5.22 Compliance with Laws Exhibit A - Environmental Schedule 6.01(i) - Summary Form of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Revolving Note Exhibit A-1 B-1 - Form of A Term Note Exhibit A-2 B-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of AkinMilbank, GumpTweed, Strauss, Xxxxx Xxxxxx & Xxxx, L.L.P. XxXxxx Exhibit C-2 - Form of Opinion of Linklater Hunter, Maclean, Xxxxx & Paines Xxxx, P.C. Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 C-3 - Form of Local Counsel Opinions Opinion Exhibit D - Form of Mortgage Exhibit E-1 E - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Borrower Securities Pledge Agreement Exhibit H-2 F-2 - Form of Mexican Stock Holdings Securities Pledge Agreement Exhibit H-3 G - Form of U.K. Deed Borrower Intellectual Property Security Agreement Exhibit H - Form of Pledge Borrower General Security Agreement Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of ContinuationConversion/Conversion Continuation Exhibit L - Form of Officer's Solvency Certificate Exhibit M - Form of Borrowing Base Certificate Exhibit M N - Form of Officers' Officer's Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Landlord Lien Assurance Agreement Exhibit P - Form of Section 3.04 Certificate Consolidated Financial Plan Exhibit Q - Form of Intercreditor Agreement Non-U.S. Lender Certificate Exhibit R - Form of Subsidiary Guarantee CREDIT AGREEMENT, dated as of March 30October [ ], 19981996 (the "Agreement"), among MMH HOLDINGS, INC.XXXXXX PRODUCTS COMPANY, a Delaware corporation (subsequent to its merger with DNL Savannah Acquisition Corp., the "HoldingsBorrower"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, each a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE BANQUE INDOSUEZ ("Indosuez"), ) as syndication the agent and collateral agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17109 11.14. Currency Indemnity.........................................187 Annex I - List Confidentiality...................................................109 11.15. Forum Selection and Consent to Jurisdiction.......................110 11.16. Waiver of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Jury Trial..............................................111 SCHEDULE I- Disclosure Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees SCHEDULE II- Percentages and Letters of Credit Exhibit Administrative Information EXHIBIT A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit EXHIBIT A-2 - Form of Term A Note EXHIBIT A-3 - Form of Term B Note EXHIBIT A-4 - Form of August 1998 Term C Note EXHIBIT A-5 - Form of September 1998 Term C Note EXHIBIT A-6 - Form of Additional Term C Note EXHIBIT A-7 - Form of Registered Note EXHIBIT A-8 - Form of Swing Line Note EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of U.S. Swingline Note Exhibit B-3 Issuance Request EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 Continuation/Conversion Notice EXHIBIT D - Form of Canadian Swingline Note Exhibit C-1 Amendment Effective Date Certificate EXHIBIT E - Form of Compliance Certificate EXHIBIT F-1 - Conformed copy of Partnership Security Agreement EXHIBIT F-2 - Conformed copy of Borrower Security Agreement EXHIBIT F-3 - Form of Subsidiary Security Agreement EXHIBIT G-1 - Conformed copy of Holdings Pledge Agreement EXHIBIT G-2 - Conformed copy of Borrower Pledge Agreement EXHIBIT G-3 - Form of Subsidiary Pledge Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I - Form of Perfection Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local New York Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 to the Obligors EXHIBIT L-1 - Form of Holdings Guarantee Exhibit E-2 Solvency Certificate EXHIBIT L-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Borrower Solvency Certificate Exhibit O - Form EXHIBIT A-1 to Second Amended and Restated Credit Agreement REVOLVING NOTE $_______________ March 17, 1999 FOR VALUE RECEIVED, the undersigned, XXXXX XXXXX, a New York general partnership (the "Borrower"), promises to pay to the order of Officers' Certificate Regarding Satisfaction ____________________ (the "Lender") on the Stated Maturity Date (as defined in the Amended and Restated Credit Agreement referred to below), the principal sum of Conditions Precedent Exhibit P - Form _________________ DOLLARS ($ ________) or, if less, the aggregate unpaid principal amount of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement CREDIT AGREEMENTall Revolving Loans shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to that certain Second Amended and Restated Credit Agreement, dated as of March 3017, 19981999, among MMH HOLDINGSamending and restating in its entirety that certain Amended and Restated Credit Agreement, INC.dated as of September 11, a Delaware corporation 1998 (as amended prior to the Amendment Effective Date) (as so amended and restated, and together with all amendments, supplements, restatements and other modifications, if any, from time to time thereafter made thereto, the "HoldingsCredit Agreement"), XXXXXX MATERIAL HANDLINGamong the Borrower, INC.each of the Parent Guarantors named therein, a Delaware corporation the various financial institutions (including the "Company"Lender) as are or may become parties thereto, DLJ Capital Funding, Inc., as Syndication Agent, Fleet National Bank, as Administrative Agent and Credit Lyonnais New York Branch, as Documentation Agent. The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is one of the Revolving Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a U.S. Borrowerdescription of the security for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Unless otherwise defined, MATERIAL HANDLINGterms used herein have the meanings provided in the Credit Agreement. This Revolving Note and the other Revolving Notes shall represent an amendment and restatement of, LLC, a Delaware limited liability company ("Material Handling") the Revolving Notes as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized defined in and issued under the laws of England and Wales Existing Credit Agreement ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectivelyherein, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation AgentExisting Revolving Notes"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC")the Indebtedness originally evidenced by the Existing Revolving Notes which is now evidenced by this new amended and restated Revolving Note and the other Revolving Notes shall be a continuing Indebtedness, as administrative agent and as collateral agent for the Banks (nothing contained herein or in such capacitiesother Revolving Notes shall be construed to deem the Existing Revolving Notes paid, or to release or terminate any Lien or security interest given to secure the "Administrative Agent" andExisting Revolving Notes, together with the Syndication Agent which Liens and the Documentation Agentsecurity interests shall continue to secure such Indebtedness as evidenced by this Revolving Note and such other Revolving Notes. All parties hereto, the "Agents")whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. Unless otherwise defined hereinTHIS NOTE HAS BEEN DELIVERED IN NEW YORK, all capitalized terms used herein and defined in Section 9 are used herein as so defined.NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. XXXXX XXXXX By Xxxxx Xxxxx Inc., a general partner By Title: By DRI I Inc., a general partner By Title:

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 98 Section 11.13 Change in Accounting Principles, Fiscal Year or Tax Laws.............................99 Section 11.14 Headings Descriptive; Entire Agreement...............99 Section 11.15 Time is of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline the Essence...............................99 Section 11.16 Usury................................................99 Section 11.17 Construction........................................100 Section 11.18 European Monetary Union.............................100 Section 11.19 Amendment and Restatement of Initial Credit Agreement...................................100 SCHEDULES Schedule 6.1 Organization and Ownership of Subsidiaries Schedule 6.4 Tax Filings and Payments Schedule 6.5 Certain Pending and Threatened Litigation Schedule 6.7 Capitalized Lease Obligations Schedule 6.11 Employee Benefit Matters Schedule 6.13(a) Outstanding Indebtedness Schedule 6.13(b) Defaults Under Existing Indebtedness Schedule 6.14 Conflicting Agreements Schedule 6.15(a) Environmental Compliance Schedule 6.15(b) Environmental Notices Schedule 6.15(c) Environmental Permits Schedule 6.15(d) Equal Employment and Employee Safety Schedule 6.17 Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.21 Labor and Employment Matters Schedule 6.22 Intercompany Loans Schedule 1.08(b) - Calculation of MLA Cost 7.10 Specific Subsidiaries who are not Guarantors Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of 8.1 Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i8.3(c) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Investments EXHIBITS Exhibit A-1 - A Form of A Term Note Assignment and Acceptance Exhibit A-2 - B Form of B Term Note Subsidiary Guaranty Agreement Exhibit A-3 - C Form of Acquisition Term Note Contribution Agreement Exhibit B-1 - D Form of Revolving Credit Note Exhibit B-2 - E Form of U.S. Swingline Note Pledge Agreement Exhibit B-3 - F Form of U.K. Swingline Note Closing Certificate Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - G Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Borrower's Counsel Exhibit C-2 - H Form of Opinion of Linklater & Paines Joinder to this Agreement Exhibit C-3(a) - I Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Supplement to Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Guaranty Agreement Exhibit J - Form of Notice of Borrowing Supplement to Contribution Agreement Exhibit K - Description of Headquarters Real Property Exhibit L Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Security Agreement AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 3025, 1998, 1998 (the "Agreement") by and among MMH HOLDINGSPLANET HOLLYWOOD INTERNATIONAL, INC.. ("Borrower"), a Delaware corporation corporation, SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, ("HoldingsSunTrust") a national banking association, THE BANK OF NOVA SCOTIA ("Scotiabank"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrowerchartered bank, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "BanksLenders" and, individually, a ") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation AgentLender"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), SunTrust as administrative agent and as collateral agent Administrative Agent for the Banks (in such capacitiesLenders, the "Administrative Agent" and, together with the Scotiabank as Syndication Agent for the Lenders, and SunTrust and Scotiabank as Agents for the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedLenders.

Independence of Covenants. 187 136 11.17. Currency Indemnity.........................................187 Annex Certain Matters Related to Collateral Sharing.....................................137 SCHEDULE I - List of Banks Annex Disclosure Schedule SCHEDULE II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees Percentages and Letters of Credit Exhibit Administrative Information EXHIBIT A-1 - Form of A Term U.S. Revolving Note Exhibit EXHIBIT A-2 - Form of B Term Canadian Revolving Note Exhibit EXHIBIT A-3 - Form of Acquisition Acceptance Note EXHIBIT A-4 - Form of Australian Revolving Note EXHIBIT A-5 - Form of U.S. Term Note Exhibit EXHIBIT A-6 - Form of Canadian Term Note EXHIBIT A-7 - Form of Australian Debenture Deed Poll EXHIBIT A-8 - Form of Swing Line Note EXHIBIT B-1 - Form of Revolving Note Exhibit Borrowing Request EXHIBIT B-2 - Form of U.S. Swingline Note Exhibit B-3 Issuance Request EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 Continuation/Conversion Notice EXHIBIT D - Form of Closing Date Certificate EXHIBIT E-1 - Form of Compliance Certificate EXHIBIT E-2 - Form of U.S. Dollar Equivalent Certificate EXHIBIT F - Form of Officer's Solvency Certificate EXHIBIT G-1 - Form of U.S. Guarantee and Security Agreement EXHIBIT G-2 - Form of Canadian Swingline Note Exhibit C-1 Debenture EXHIBIT G-3 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 Australian Security Trust Deed EXHIBIT G-4 - Form of Opinion Australian Deed of Linklater & Paines Exhibit C-3(a) Security EXHIBIT G-5 - Form of Opinion Australian Equitable Mortgage of XxXxxxxx Xxxxxxxx Exhibit C-3(b) Shares EXHIBIT H - Form of Interco Subordination Agreement EXHIBIT I-1 - Form of Mortgage EXHIBIT I-2 - Form of Deed of Trust EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K - Form of New York Counsel Opinion EXHIBIT L - Form of Patterson, Palmer, Hunt, Murphy Exhibit C-4 Regulatory Counsel Opinion EXHIBIT M - Form of Canadian Counsel Opinion EXHIBIT N - Form of Australian Counsel Opinion EXHIBIT O - Form of Local Counsel Opinions Exhibit D Opinion ANNEX I - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Corporate Structure CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of March 30May 23, 19982002, is among MMH HOLDINGSRAILAMERICA, INC., a Delaware corporation ("HoldingsHOLDINGS"), XXXXXX MATERIAL HANDLINGPALM BEACH RAIL HOLDING, INC., a Delaware corporation wholly owned Subsidiary of Holdings ("INTERMEDIATE HOLDINGS"), RAILAMERICA TRANSPORTATION CORP., a wholly owned Subsidiary of Intermediate Holdings (the "CompanyCOMPANY") as a U.S. Borrower), MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTDRAILAMERICA CANADA CORP., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized and existing under the laws of the Province of Nova Scotia Scotia, Canada (the "MondelCANADIAN TERM BORROWER") as ), RAILINK LTD., a Canadian Borrower, corporation organized and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized existing under the laws of Nova Scotia the Province of Alberta, Canada (the "KaveritCANADIAN REVOLVER BORROWER") as ), RAILAMERICA AUSTRALIA FINANCE PTY., LTD., a proprietary limited company organized and existing under the laws of Australia (the "AUSTRALIAN TERM Borrower"), FREIGHT VICTORIA LIMITED, a corporation organized and existing under the laws of Australia, and RAILAMERICA AUSTRALIA PTY., LTD., a corporation organized and existing under the laws of Australia (each, an "AUSTRALIAN REVOLVER BORROWER" and, together the "AUSTRALIAN REVOLVER BORROWERS" and, together with the Company, the Canadian Term Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectivelyCanadian Revolver Borrower and the Australian Term Borrower, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezBORROWERS"), the various financial institutions and other Persons from time to time parties hereto (the "LENDERS"), UBS WARBURG LLC, and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Booxxxxxxrx, XXXXAN STANLEY SENIOR FUNDING, INC., as the syndication agent (in suxx xxxaxxxx, xhe "SYNDICATION AGENT") for the Banks Lenders, UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, the "Syndication AgentADMINISTRATIVE AGENT")) for the Lenders, BANKBOSTONTHE BANK OF NOVA SCOTIA and CREDIT LYONNAIS, N.A.NEW YORK BRANCH, as documentation agent for the Banks agents (in such capacity, the "Documentation AgentDOCUMENTATION AGENTS"), ) for the Lenders and CANADIAN IMPERIAL THE BANK OF COMMERCE ("CIBC")NOVA SCOTIA, as administrative agent and as collateral agent for the Banks (in such capacitiescapacity, the "Administrative Agent" and, together with COLLATERAL AGENT") for the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedLenders.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 90 Section 11.13 CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX LAWS..................................................91 Section 11.14 HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT...................................91 Section 11.15 TIME IS OF THE ESSENCE...................................................91 Section 11.16 USURY....................................................................91 Section 11.17 CONSTRUCTION.............................................................91 Section 11.18 CONFIDENTIALITY..........................................................92 SCHEDULES --------- Schedule 6.1 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Subsidiaries Schedule 6.4 Tax Filings and Payments Schedule 6.5 Certain Pending and Threatened Litigation Schedule 6.7 Capitalized Lease Obligations Schedule 6.11 Employee Benefit Matters Schedule 6.13(a) Outstanding Indebtedness Schedule 6.13(b) Defaults Under Existing Indebtedness Schedule 6.14 Conflicting Agreements Schedule 6.15(a) Environmental Compliance Schedule 6.15(b) Environmental Notices Schedule 6.15(c) Environmental Permits Schedule 6.15(d) Equal Employment and Employee Safety Schedule 6.17 Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.21 Labor and Employment Matters Schedule 6.22 Intercompany Loans Schedule 1.08(b) - Calculation 8.1 Existing Liens EXHIBITS -------- Exhibit A Form of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Syndicate Revolving Credit Note Exhibit B Form of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule Competitive Bid Revolving Credit Note Exhibit C Form of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters Line of Credit Note Exhibit A-1 - D Form of A Term Note Subsidiary Guaranty Agreement Exhibit A-2 - E Form of B Term Note Closing Certificate Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - F Form of Assignment and Assumption Agreement Acceptance Exhibit J - G Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Contribution Agreement REVOLVING CREDIT AND LINE OF CREDIT AGREEMENT THIS REVOLVING CREDIT AND LINE OF CREDIT AGREEMENT, dated as of March 30February 20, 1998, 1998 (the "Agreement") by and among MMH HOLDINGSOFFICE DEPOT, INC.. ("Borrower"), a Delaware corporation corporation, SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION ("HoldingsSunTrust"), XXXXXX MATERIAL HANDLINGa national banking association, INC.NATIONSBANK, NATIONAL ASSOCIATION ("NationsBank"), a Delaware corporation (the "Company") as a U.S. Borrowernational banking association, MATERIAL HANDLING, LLCBANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a Delaware limited liability company national banking association ("Material HandlingBank of America") as a U.S. Borrower), XXXXXX MATERIAL HANDLING, LTD.ROYAL BANK OF CANADA ("Royal Bank"), a company organized under the laws of England and Wales Canadian chartered bank, CITIBANK, N.A. ("MHE-U.K.CitiBank") as the U.K. Borrower), MONDEL ULCa national banking association, an unlimited liability company organized under the laws of Nova Scotia THE FIRST NATIONAL BANK OF CHICAGO ("MondelFirst National") as ), a Canadian Borrowernational banking association, CORESTATES BANK, N.A., a national banking association, PNC BANK, NATIONAL ASSOCIATION, a national banking association, FIFTH THIRD BANK, a national banking association, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (eachHIBERNIA NATIONAL BANK, a "Bank" and, national banking association (collectively, the "BanksLenders" and, individually, a ") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLender"), SUNTRUST as syndication agent for the Banks (in such capacityAdministrative Agent, the "BANK OF AMERICA as Syndication Agent"), BANKBOSTON, N.A., NATIONSBANK as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, and ROYAL BANK, CITIBANK and FIRST NATIONAL as Co-Agents for the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedLenders.

Independence of Covenants. 187 11.1784 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws. . . . . . . . . . . . . . . . . . . . . . . . . 84 Section 10.14. Headings Descriptive; Entire Agreement . . . . . . . . . . . . . . . . . . . 84 SCHEDULES --------- SCHEDULE 1.01 Intercompany Loans SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bSubsidiaries SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08(a) - Calculation Environmental Compliance SCHEDULE 5.08(b) Environmental Notices SCHEDULE 5.08(c) Environmental Permits SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.18 Existing Indebtedness SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Labor and Employment Matters SCHEDULE 5.21 Dividend Restrictions SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1995 SCHEDULE 7.01 Outstanding Indebtedness SCHEDULE 7.02 Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of SCHEDULE 7.05 Existing Guarantees and Letters of Credit Exhibit A-1 - Form of Investments SCHEDULE 8.11 Existing Shareholders EXHIBITS -------- EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Credit Note Exhibit B-2 EXHIBIT B - Form of U.S. Swingline Note Exhibit B-3 Borrowing Certificate EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 Conversion/Continuation Certificate EXHIBIT D - Form of Canadian Swingline Note Exhibit C-1 Closing Certificate EXHIBIT E - Form of Opinion of Akin, Gump, Strauss, Xxxxx Alstxx & Xxxx, L.L.P. Exhibit C-2 Xird EXHIBIT F - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 Compliance Certificate EXHIBIT G - Form of Assignment and Assumption Agreement Exhibit J Acceptance EXHIBIT H - Form of Notice of Borrowing Exhibit K Note Assignment EXHIBIT I - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Intercompany Note CREDIT AGREEMENT, dated AGREEMENT THIS CREDIT AGREEMENT made and entered into as of March 30November 6, 19981995, by and among MMH HOLDINGSFUQUX XXXERPRISES, INC., a Delaware corporation corporation, formerly known as Vista Resources, Inc. (the "HoldingsBorrower"), XXXXXX MATERIAL HANDLINGSUNTRUST BANK, INC.ATLANTA, formerly known as Trust Company Bank, a Delaware banking corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the other banks and lending institutions listed in Annex I on the signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as provided herein (eachSunTrust, a "Bank" andand such other banks, collectivelylending institutions, and assignees referred to collectively herein as the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLenders"), SUNTRUST BANK, ATLANTA, in its capacity as syndication agent for the Banks Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;

Independence of Covenants. 187 11.1779 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws............................ 79 Section 10.14. Headings Descriptive; Entire Agreement.............................................. 79 iv 6 SCHEDULES SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation Subsidiaries SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 5.21 Labor and Employment Matters SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1996 SCHEDULE 7.06 Existing Debt Schedule 5.21(b) - Prior Investments SCHEDULE 8.01 Existing Indebtedness SCHEDULE 8.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of EXHIBITS EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 EXHIBIT B - Form of U.S. Swingline Bid Facility Note Exhibit B-3 EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 Letter of Credit Application EXHIBIT D - Bid Request EXHIBIT E - Bid Request Invite EXHIBIT F - Bid Rate Bid EXHIBIT G - Bid Rate Acceptance/Rejection EXHIBIT H - Form of Canadian Swingline Note Exhibit C-1 Amended and Restated Subsidiary Guaranty EXHIBIT I - Form of Closing Certificate EXHIBIT J-1 - Form of Opinion of AkinDickinson, GumpWright, StraussMoon, Xxxxx Van Dusen & Xxxx, L.L.P. Exhibit C-2 Freexxx XXXIBIT J-2 - Form of Opinion of Linklater Kilpxxxxxx & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 Xody EXHIBIT K - Form of Assignment and Assumption Acceptance Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit EXHIBIT L - Form of Borrowing Base Compliance Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated AGREEMENT made and entered into as of March 30November 14, 19981996, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware Georgia corporation ("HoldingsIntermet"), XXXXXX MATERIAL HANDLINGSUNTRUST BANK, INC.ATLANTA (formerly known as Trust Company Bank), a Delaware banking corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the other banks and lending institutions listed in Annex I on the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (eachSunTrust, a "Bank" andand such other banks, collectivelylending institutions, and assignees referred to collectively herein as the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLenders"), SUNTRUST BANK, ATLANTA, in its capacity as syndication agent for the Banks Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks NBD BANK (in such capacity, the "Documentation AgentNBD") and FIRST UNION NATIONAL BANK OF NORTH CAROLINA ("First Union"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), in their respective capacities as administrative agent and as collateral agent co-agents for the Banks Lenders (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Co-Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;

Independence of Covenants. 187 11.1775 10.17. Currency Indemnity.........................................187 Annex Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 ANNEX I - List of Banks Annex ANNEX II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(iANNEX 3.01(J) - Summary of Corporate Insurance Policies Schedule 7.06(jANNEX 3.01(M) - Joint Venture Commitments Schedule 7.18(viiiConsent Exceptions ANNEX 4.05 - Certain Expenditures ANNEX 4.17(a) - Options ANNEX 4.17(b) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 Subsidiaries ANNEX 4.19 - Outstanding Indebtedness ANNEX 4.21(a) - System ANNEX 4.21(b) - System Exceptions ANNEX 5.15 - Certain Markets ANNEX 6.10 - Certain Assets Disposition EXHIBIT A - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit EXHIBIT B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of AkinSkadden, GumpArps, StraussSlate, Xxxxx Meagxxx & Xxxx, L.L.P. Exhibit C-2 Xlom XXX EXHIBIT B-2 - Form of Opinion of Linklater McDexxxxx, Xxll & Paines Exhibit C-3(a) Emerx XXXIBIT B-3 - Form of FCC Counsel Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 EXHIBIT B-4 - Form of Local Colorado Counsel Opinions Exhibit D Opinion EXHIBIT C-1 - Form of Mortgage Exhibit E-1 General Security Agreement EXHIBIT C-2 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 EXHIBIT D-1 - Form of Notice of Assignment Exhibit I-2 EXHIBIT D-2 - Form of Assignment and Assumption Agreement Exhibit J EXHIBIT E - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N EXHIBIT F - Form of Officers' Solvency Certificate Exhibit O EXHIBIT G - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P Escrow Agreement EXHIBIT H - Form of Section 3.04 Certificate Exhibit Q Subsidiary Guarantee EXHIBIT I - Form of Intercreditor Management Subordination Agreement EXHIBIT J - Form of Channel Lessor Consent EXHIBIT K - Form of FCC Opinion CREDIT AGREEMENT, dated as of March 30February 26, 19981997, among MMH HOLDINGSAmerican Telecasting, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC.Inc., a Delaware corporation (the "CompanyBorrower" or ") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company (ATel"Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the lending institutions listed in Annex I (each, each a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ Banque Indosuez ("Indosuez"), ) as syndication the agent and collateral agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 8 are used herein as so defined.

Independence of Covenants. 187 11.17Section 10.16. Currency Indemnity.........................................187 Annex No Advisory or Fiduciary Relationship. * Schedules Schedule I - List of Banks Annex Applicable Margin and Applicable Percentage Schedule II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Commitment Amounts Schedule 1.08(b1.1 Combined Material Adverse Effect Schedule 2.12(c) - Calculation of MLA Cost Permitted Equity Issuances Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i4.3(a) - List of Mortgaged Real Property Subsidiaries Schedule 5.04 4.3(b) - Capitalization Schedule 4.6(a) - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a4.7(b) - Material Contracts Schedule of Existing Debt 4.10 - Investigations and Audits Schedule 5.21(b4.13(a) - Prior Liens Real Estate Schedule 5.22 4.14 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) 7.1 - Joint Venture Commitments Outstanding Indebtedness Schedule 7.18(viii) 7.2 - Existing Liens Schedule of 7.4 - Existing Guarantees and Letters of Credit Investments Schedule 7.9 - Sale/Leaseback Transactions Exhibits Exhibit A-1 A - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Assignment and Acceptance Exhibit B-1 - Form of Revolving Note Reaffirmation and Amendment of Loan Documents Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form Reaffirmation and Amendment of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note English Security Documents Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Revolving Credit Note Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Amended and Restated Revolving Credit Note Exhibit D - Form of Mortgage Amended and Restated Swingline Note Exhibit E-1 E - Form of Holdings Guarantee Term Loan Note Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 2.3 - Form of Notice of Assignment Revolving Borrowing Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J 2.4 - Form of Notice of Swingline Borrowing Exhibit K 2.5 - Form of Notice of Continuation/Conversion Term Loan Borrowing Exhibit L 2.7 - Form of Borrowing Base Certificate Notice of Conversion/Continuation Exhibit M 3.1(b)(v) - Form of Officers' Secretary's Certificate Regarding Environmental Review Exhibit N 3.1(b)(vii) - Form of Officers' Officer's Certificate (Loan Documents) Exhibit 3.1(b)(viii) - Form of Officer's Certificate (Merger Documents) Exhibit 3.2(c)(i) - Form of Solvency Certificate Exhibit O 3.2(c)(iii) - Form of Officers' Delayed Draw Officer's Certificate Regarding Satisfaction of Conditions Precedent Exhibit P 5.1(d) - Form of Section 3.04 Compliance Certificate Exhibit Q - Form of Intercreditor Agreement AMENDED AND RESTATED CREDIT AGREEMENT, dated AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is made and entered into as of March 30November 1, 19982011, by and among MMH XXXXXXX U.S. HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware Florida corporation (the "CompanyBorrower") as a U.S. Borrower), MATERIAL HANDLING, LLC, a Delaware limited liability company the several banks and other financial institutions and lenders from time to time party hereto (the "Material HandlingLenders") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower), and KAVERIT STEEL AND CRANE ULCSUNTRUST BANK, an unlimited liability company organized under in its capacity as administrative agent for the laws of Nova Scotia Lenders ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezAdministrative Agent"), as syndication agent for the Banks issuing bank (in such capacity, the "Syndication AgentIssuing Bank") and as swingline lender (the "Swingline Lender"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex 147 ANNEX I - List of Banks Annex ANNEX II - Bank Addresses Annex ANNEX III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) of Existing Debt ANNEX IV - Calculation Schedule of MLA Cost Subsidiaries ANNEX V - Schedule 1.16 of Collective Bargaining Agreements ANNEX VI - Acceptances Provisions Summary of Corporate Insurance Policies ANNEX VII - Schedule 4.01(u)(i) of Liens ANNEX VIII - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 ANNEX IX - Schedule of Collective Bargaining Agreements Litigation ANNEX X - Schedule 5.21(a) of Consents ANNEX XI - Schedule of Restrictions ANNEX XII - Environmental Matters ANNEX XIII - Taxes ANNEX XIV - Schedule of Intellectual Property ANNEX XV - Schedule of Existing Debt Schedule 5.21(b) Leases ANNEX XVI - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Compliance with Laws Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 B - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Acquisition Term Note Exhibit C-1 - Form of Opinion of AkinMilbank, GumpTweed, Strauss, Xxxxx Xxxxxx & Xxxx, L.L.P. XxXxxx Exhibit C-2 - Form of Opinion of Linklater Hunter, Maclean, Xxxxx & Paines Xxxx, P.C. Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 C-3 - Form of Local Counsel Opinions Opinion Exhibit D - Form of Mortgage Exhibit E-1 E - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Borrower Securities Pledge Agreement Exhibit H-2 F-2 - Form of Mexican Stock Holdings Securities Pledge Agreement Exhibit H-3 G - Form of U.K. Deed Borrower Intellectual Property Security Agreement Exhibit H - Form of Pledge Borrower General Security Agreement Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of ContinuationConversion/Conversion Continuation Exhibit L - Form of Officer's Solvency Certificate Exhibit M - Form of Borrowing Base Certificate Exhibit M N - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Landlord Lien Assurance Agreement Exhibit P - Form of Section 3.04 Certificate Consolidated Financial Plan Exhibit Q - Form of Intercreditor Non-U.S. Lender Certificate Exhibit R - Form of Subsidiary Guarantee Exhibit S - Cutex Manufacturing Agreement Exhibit T - AM Manufacturing Agreement CREDIT AGREEMENT, dated as of March 30November 6, 19981997 (the "Agreement"), among MMH HOLDINGSXXXXXX PRODUCTS COMPANY, a Delaware corporation (the "Borrower"), XXXXXX, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, each a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), ) as syndication the agent and collateral agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - List 83 Section 11.14 Change in Accounting Principles, Fiscal Year or Tax Laws ........ 83 Section 11.15 Headings Descriptive; Entire Agreement .......................... 84 Section 11.16 Time is of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline the Essence .......................................... 84 Section 11.17 Usury ........................................................... 84 Section 11.18 Construction .................................................... 84 Schedule 6.1 Organization and Ownership of Subsidiaries Schedule 6.4 Tax Filings and Payments Schedule 6.5 Pending and Threatened Litigation Schedule 6.7 Capitalized Lease Obligations Schedule 6.11 Employee Benefit Matters Schedule 6.13 Outstanding Debt Defaults, Refinanced Indebtedness Schedule 6.14 Conflicting Agreements Schedule 6.15(a) Environmental Compliance Schedule 6.15(b) Environmental Notices Schedule 6.15(c) Environmental Permits Schedule 6.15(d) Equal Employment and Employee Safety Schedule 6.17 Intellectual Property Matters Schedule 6.21 Labor and Employment Matters Schedule 6.22 Intercompany Loans Schedule 1.08(b6.23 Restrictions Schedule 6.26 Places of Business Schedule 6.30 Stock Redemption Schedule 6.32 Investments Schedule 6.33 Real Estate Schedule 6.34 Leases Schedule 8.1 (b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Permitted Debt Schedule 5.21(b) - Prior 8.2 Permitted Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit 9.11 Inside Shareholders EXHIBITS Exhibit A-1 - A Form of A Term Note Assignment and Acceptance Exhibit A-2 - B Form of B Term Note Subsidiary Guaranty Agreement Exhibit A-3 - C Form of Acquisition Term Note Contribution Agreement Exhibit B-1 - D International Group Exhibit E Form of Revolving Credit Note Exhibit B-2 - F Form of U.S. Swingline Note Security Agreement Exhibit B-3 - G Form of U.K. Swingline Note Supplement to Security Agreement Exhibit B-4 - H Form of Canadian Swingline Note Request for Extension of Termination Date Exhibit C-1 - I Form of Closing Certificate Exhibit J Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Borrower's Counsel Exhibit C-2 - K Form of Opinion of Linklater & Paines Joinder Exhibit C-3(a) - L Form of Opinion of XxXxxxxx Xxxxxxxx Supplement to Subsidiary Guaranty Agreement Exhibit C-3(b) - M Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Supplement to Contribution Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - N Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Leases SENIOR SECURED REVOLVING CREDIT AGREEMENT THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of March 30April 6, 1998, 1998 (the "Agreement"). by and among MMH HOLDINGS, INCABLE TELCOM HOLDING CORP., a Delaware corporation Florida corporation, ("HoldingsBorrower"), XXXXXX MATERIAL HANDLINGSUNTRUST BANK, INC.SOUTH FLORIDA, NATIONAL ASSOCIATION, a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company national banking association ("Material HandlingSTSF" or ") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Administrative Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE AMERICA, FSB ("CIBCBAFSB" or "), Syndication Agent") (STSF and BAFSB are sometimes collectively referred to as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative AgentLenders" and, together with individually, a "Lender"; the Syndication Agent and the Documentation Agent, Administrative Agent are sometimes collectively referred to as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex I - 100 Section 13.17 Limitation of Liability.............................101 Section 13.18 Entire Agreement....................................101 Section 13.19 Construction........................................101 SCHEDULE 1.1(A) Pro Rata Shares of Lenders SCHEDULE 1.1(B) List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bLoan Parties SCHEDULE 4.1 Initial Unencumbered Pool Properties SCHEDULE 6.1(a)(xii) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Indebtedness to be Retired Prior to Closing SCHEDULE 7.1(b) Ownership Structure SCHEDULE 7.1(f) List of Properties SCHEDULE 7.1(g) Existing Indebtedness SCHEDULE 7.1(h) Material Contracts SCHEDULE 7.1(i) Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Acceptance Agreement Exhibit J - EXHIBIT B Form of Unencumbered Pool Certificate EXHIBIT C Form of Guaranty EXHIBIT D-1 Form of Notice of Borrowing Exhibit K - EXHIBIT D-2 Form of Notice of Continuation/Conversion Exhibit L - Swingline Borrowing EXHIBIT E Form of Borrowing Base Certificate Exhibit M - Notice of Continuation EXHIBIT F Form of Officers' Certificate Regarding Environmental Review Exhibit N - Notice of Conversion EXHIBIT G-1 Form of Officers' Revolving Note EXHIBIT G-2 Form of Swingline Note EXHIBIT G-3 Form of Bid Rate Note EXHIBIT H Form of Opinion of Counsel EXHIBIT I Form of Compliance Certificate EXHIBIT J Form of Designation Agreement EXHIBIT K-1 Form of Bid Rate Quote Request EXHIBIT K-2 Form of Bid Rate Quote EXHIBIT K-3 Form of Bid Rate Quote Acceptance EXHIBIT L Form of Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement CREDIT AGREEMENT, AGREEMENT THIS CREDIT AGREEMENT (the "Agreement") dated as of March 30February 7, 1998, 2003 by and among MMH HOLDINGSEQUITY ONE, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England the State of Maryland (the "Borrower"), each of the financial institutions initially a signatory hereto together with their assignees under Section 13.6(d) (the "Lenders"), COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES, KEYBANK NATIONAL ASSOCIATION, and Wales SOUTHTRUST BANK, as Documentation Agents (each a "Documentation Agent"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("MHE-U.K.Wells Fargo") as coxxxxxtual representative of the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under Lenders to xxx extent and in the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed manner provided in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks Article XII (in such capacity, the "Syndication Administrative Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent ) and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedSole Lead Arranger.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex 104 ANNEX I - List of Banks Annex ANNEX II - Bank Addresses Annex III Schedule 4.01I - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) of Corporate Insurance Policies Schedule 4.01J - Calculation Schedule of MLA Cost Surviving Indebtedness and Liens Schedule 1.16 5.01 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Non-Compliance Schedule 5.04 - Schedule of Litigation Schedule 5.06 5.10 - Governmental Approvals Financial Statements Schedule 5.13 5.14 - Tax Returns Schedule 5.15 - of Subsidiaries Schedule 5.19 5.16 - Schedule of Violations Schedule 5.18 - Schedule of Securities Schedule 5.20 5.19 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 5.20 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of Matters EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit EXHIBIT C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx Morrxxxx & Xxxx, L.L.P. Exhibit Xoerxxxx XXXIBIT C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local General Counsel Opinions Exhibit EXHIBIT D - Form of Mortgage Exhibit Guarantee EXHIBIT E-1 - Form of Holdings Guarantee Exhibit Borrower Securities Pledge Agreement EXHIBIT E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 Securities Pledge Agreement EXHIBIT F - Form of Canadian Guarantee Exhibit F-1 Mortgage EXHIBIT G - Form of U.S. Subsidiary Intellectual Property Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit EXHIBIT H-1 - Form of Canadian Securities Pledge Borrower General Security Agreement Exhibit EXHIBIT H-2 - Form of Mexican Stock Pledge Subsidiary General Security Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit EXHIBIT I-1 - Form of Notice of Assignment Exhibit EXHIBIT I-2 - Form of Assignment and Assumption Agreement Exhibit EXHIBIT J - Form of Notice of Borrowing Exhibit EXHIBIT K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M EXHIBIT L-1 - Form of Officers' Certificate Regarding Conditions Precedent EXHIBIT L-2 - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O EXHIBIT L-3 - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P Compliance with Covenants EXHIBIT M - Form of Section 3.04 Certificate Exhibit Q Subordinated Note Indenture EXHIBIT N - Form of Intercreditor Agreement CREDIT AGREEMENT, dated as of March 30, 1998, among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.Supplemental Indenture to Subordinated Debenture Indenture

Independence of Covenants. 187 11.1788 Section 10.13. Currency Indemnity.........................................187 Annex I - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Change in Accounting Principles, Fiscal Year or Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Laws.......................................... 88 Section 10.14. Intent Not To Violate Usury Laws.................. 89 Section 10.15. Headings Descriptive; Entire Agreement............ 89 EXHIBITS -------- Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 B - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Swing Line Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Parent Guaranty Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Subsidiary Guaranty Exhibit D - Form of Mortgage Contribution Agreement Exhibit E-1 E - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Security Agreement Exhibit F-1 - Form of U.S. Pledge and Security Agreement Exhibit G-1 F-2 - Form of U.K. Parent Pledge and Security Document and Guarantee Agreement Exhibit G-2 G - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Closing Certificate Exhibit H-1 - Form of Canadian Securities Pledge Agreement Borrower's Counsel Opinion Exhibit H-2 - Form of Mexican Stock Pledge Agreement Tennessee's Counsel Opinion Exhibit H-3 I - Form of U.K. Deed of Pledge Compliance Certificate Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 J - Form of Assignment and Assumption Acceptance Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice Trademark Security Agreement SCHEDULES --------- Schedule 4.01 - UCC Search Locations Schedule 5.01 - Subsidiaries Schedule 5.05 - Litigation Schedule 5.08(a) - Environmental Claims Schedule 5.08(b) - Environmental Notices Schedule 5.10 - Defaults Schedule 5.11 - Burdensome Restrictions Schedule 5.12 - Taxes Schedule 5.13 - Material Subsidiaries Schedule 5.15 - Employee Benefit Matters Schedule 5.16 - Patent, Trademark, License, and Other Intellectual Property Matters Schedule 5.17 - Ownership of Continuation/Conversion Exhibit L Properties Schedule 5.20 - Form of Borrowing Base Certificate Exhibit M Labor and Employment Matters Schedule 5.21 - Form of Officers' Certificate Regarding Environmental Review Exhibit N Dividend Restrictions Schedule 7.01 - Form of Officers' Solvency Certificate Exhibit O Existing Indebtedness Schedule 7.02 - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Existing Liens CREDIT AGREEMENT, dated AGREEMENT ---------------- THIS CREDIT AGREEMENT made and entered into as of March 30September 26, 19981997, by and among MMH HOLDINGS, INCTKC ACQUISITION CORP., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware Tennessee corporation (the "CompanyAcquisition ----------- Sub") as a U.S. Borrower, MATERIAL HANDLING, LLCto be merged with and into THE XXXXXXX COMPANY, a Delaware limited liability company Tennessee corporation --- (the surviving corporation hereinafter referred to as the "Material HandlingBorrower") as a U.S. Borrower), XXXXXX MATERIAL HANDLINGSUNTRUST -------- BANK, LTD.ATLANTA, a company banking corporation organized under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the other banks and lending institutions listed in Annex I on the -------- signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as provided herein (eachSunTrust, a "Bank" andand such other banks, collectivelylending institutions, and assignees referred to collectively herein as the "BanksLenders"), SUNTRUST BANK, ATLANTA, in its capacity as agent for ------- the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Agent") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez")UNION BANK OF ----- SWITZERLAND, NEW YORK BRANCH, in its capacity as syndication agent for the Banks such Lenders (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.; ----------- -----

Independence of Covenants. 187 11.1782 Section 11.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws........................... 82 Section 11.14. Headings Descriptive; Entire Agreement.............. 82 SCHEDULES --------- Schedule 1.01 Commitments Schedule 6.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Subsidiaries Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - 6.05 Certain Pending and Threatened Litigation Schedule 5.06 - Governmental Approvals 6.08(a) Environmental Compliance Schedule 5.13 - 6.08(b) Environmental Notices Schedule 6.08(c) Environmental Permits Schedule 6.10 No Defaults Schedule 6.11 Burdensome Restrictions Schedule 6.12 Tax Returns Filings and Payments Schedule 5.15 - 6.13 Material Subsidiaries Schedule 5.19 - Securities 6.15 Employee Benefit Matters Schedule 5.20 - 6.16 Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.17 Ownership of Collective Bargaining Agreements Properties Schedule 5.21(a) - 6.20 Labor and Employment Matters Schedule of 6.21 Dividend Restrictions Schedule 8.01 Existing Debt Indebtedness Schedule 5.21(b) - Prior 8.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit EXHIBITS -------- Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Credit Note Exhibit B-2 B - Form of U.S. Swingline Term Note Exhibit B-3 C - Form of U.K. Swingline Money Market Note Exhibit B-4 D - Form of Canadian Swingline Note Guaranty Agreement Exhibit C-1 E - Form of Money Market Bid Request Exhibit F - Form of Invitation to Bid Exhibit G - Form of Money Market Bid Exhibit H - Form of Money Market Bid Accept/Reject Letter Exhibit I - Form of Closing Certificate Exhibit J-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Corporate Counsel Exhibit C-2 J-2 - Form of Opinion of Linklater Powell, Goldstein, Xxxxxx & Paines Xxxxxx Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 K - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Acceptance CREDIT AGREEMENT, dated AGREEMENT ---------------- THIS CREDIT AGREEMENT made and entered into as of March 306, 19981996, by and among MMH HOLDINGSRUBY TUESDAY (GEORGIA), INC., a Delaware corporation Georgia corporation, to be known following the Effective Date (as such term is defined below) as Ruby Tuesday, Inc. (the "HoldingsBorrower"), XXXXXX MATERIAL HANDLINGSUNTRUST BANK, INC.ATLANTA, a Delaware banking corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized -------- under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") ), the other banks and lending -------- institutions listed on the signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the U.K. Borrower"Lenders"), MONDEL ULCSUNTRUST BANK, an unlimited liability company organized under ATLANTA, in ------- its capacity as agent for the laws of Nova Scotia Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article X hereof ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "BanksAgent") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez")SUNTRUST BANK, ATLANTA in its capacity as syndication administrative agent for ----- the Banks Lenders and each successor administrative agent for such Lenders as may be appointed from time to time pursuant to Article X hereof (in such capacity, the "Syndication Administrative -------------- Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.; -----

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 115 Annex I - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i4.01(t)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 5.24 - Certain Liens Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 B - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of AkinX'Xxxxxx, GumpCavanagh, StraussAnderson, Xxxxx Xxxxxxxxxxxxx & Xxxx, L.L.P. Xxxxxxxx Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 E - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Borrower Securities Pledge Agreement Exhibit G-1 - Form of U.K. Borrower Intellectual Property Security Document and Guarantee Agreement Exhibit G-2 - Form of Canadian Subsidiary Intellectual Property Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Borrower General Security Agreement Exhibit H-2 - Form of Mexican Stock Pledge Subsidiary General Security Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M L - Form of Officers' Certificate Regarding Environmental Review Exhibit N M - Form of Officers' Solvency Certificate Exhibit O N - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Landlord Lien Assurance CREDIT AGREEMENT, dated as of March 30June 25, 19981997, among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC.STYLING TECHNOLOGY CORPORATION, a Delaware corporation (the "CompanyBorrower") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the lending institutions listed in Annex I (each, each a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity "Agent") and as collateral agent for the Banks (in such capacity, the "Syndication Collateral Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.1778 Section 14.13 Change in Accounting Principles, Fiscal Year or Tax Laws . Currency Indemnity.........................................187 Annex I - List of Banks Annex II - Bank Addresses Annex III - . . . . . . . . . . 78 Section 14.14 Headings Descriptive; Entire Agreement relating to U.K. Swingline Loans Schedule 1.08(b) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of . . . . . . . . . . . . . . . . . . 78 Section 14.15 Interest . . . . . . . . . . . . . . . . . . . 79 EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J Acceptance EXHIBIT B - Form of Notice Escrow Letter EXHIBIT C - Document evidencing the name change from International Cassette Corp. to TNI Cassette Corp. EXHIBIT D - Document evidencing the name change from Word (UK) Limited to Xxxxxx Word (UK) Limited EXHIBIT E - Evidence of Borrowing Exhibit K SunTrust Ten Million Dollar Revolving Credit Facility SCHEDULE 4.01(h) - Form UCC Search Locations SCHEDULE 6.01 - Organization and Ownership of Notice Subsidiaries SCHEDULE 6.05 - Pending and Threatened Litigation SCHEDULE 6.08(a) - Environmental Compliance SCHEDULE 6.08(b) - Environmental Notices SCHEDULE 6.08(c) - Environmental Permits SCHEDULE 6.11 - Burdensome Restrictions SCHEDULE 6.12 - Tax Filings and Payments SCHEDULE 6.13 - The X. X. Xxxxxx Company and Subsidiaries SCHEDULE 6.14 - Leases SCHEDULE 6.15 - Employee Benefit Matters SCHEDULE 6.16 - Intellectual Property Matters SCHEDULE 6.17 - Ownership of Continuation/Conversion Exhibit L Properties SCHEDULE 6.18 - Form Refinanced Indebtedness SCHEDULE 6.20 - Labor Matters SCHEDULE 6.21 - Dividend Restrictions SCHEDULE 6.23 - Second Fiscal Quarter 1995 Calculations SCHEDULE VIII - Subsidiaries of Borrowing Base Certificate Exhibit M Xxxxxx Xxxxxx, Inc. Excluded from Certain Provisions of Amended and Restated Credit Agreement SCHEDULE 11.01(b)- Existing Indebtedness SCHEDULE 11.02 - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Existing Liens AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as it may be amended and/or restated from time to time, dated this "Agreement") is made and entered into as of March 30the 13th day of December, 19981995, by and among MMH HOLDINGSXXXXXX XXXXXX, INC., a Delaware Tennessee corporation ("HoldingsXxxxxx"), XXXXXX MATERIAL HANDLINGSUNTRUST BANK, INC.NASHVILLE, N. A. (formerly known as Third National Bank in Nashville), a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company national banking association ("Material HandlingSunTrust") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the other banks and lending institutions listed in Annex I on the signature pages hereof and any assignees of SunTrust or such other banks and lending institutions that become "Lenders" as provided herein (eachSunTrust and such other banks, a "Bank" and, collectively, lending institutions and assignees are referred to collectively herein as the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation AgentLenders"), and CANADIAN IMPERIAL BANK OF COMMERCE SUNTRUST BANK, NASHVILLE, N. A. ("CIBC"formerly known as Third National Bank in Nashville), in its capacity as administrative agent and as collateral agent for the Banks Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article XIII (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.1787 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws................. 87 Section 10.14. Headings Descriptive; Entire Agreement.. 88 Section 10.15. Pledge of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Stock of Columbus Neunkirchen............................. 88 -iv- SCHEDULES --------- Schedule 1.08(b4.01(n) - Calculation UCC Search Locations SCHEDULE 5.01 Organization and Ownership of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Subsidiaries SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 5.21 Labor and Employment Matters SCHEDULE 6.08 Financial Covenant Calculations Third Quarter 1995 SCHEDULE 8.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 8.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit A-1 - Form of EXHIBITS -------- EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - -- Form of Revolving Note Exhibit B-2 - EXHIBIT B -- Form of U.S. Swingline Bid Facility Note Exhibit B-3 - EXHIBIT C -- Form of U.K. Swingline Note Exhibit B-4 - Letter of Credit Application EXHIBIT D -- Bid Request EXHIBIT E -- Bid Request Invite EXHIBIT F -- Bid Rate Bid EXHIBIT G -- Bid Rate Acceptance/Rejection EXHIBIT H -- Form of Canadian Swingline Note Exhibit C-1 - Amended and Restated Subsidiary Guaranty EXHIBIT I -- Form of Closing Certificate EXHIBIT J -- Form of Opinion of Akin, Gump, Strauss, Xxxxx Xxxxxxxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Xxxx EXHIBIT K -- Form of Assignment and Assumption Acceptance Agreement Exhibit J - EXHIBIT L -- Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Compliance Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated AGREEMENT ---------------- THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of March 30February __, 19981996, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware Georgia corporation ("HoldingsIntermet"), XXXXXX MATERIAL HANDLINGSUNTRUST BANK, INC.ATLANTA (formerly known as Trust Company Bank), a Delaware banking corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the other banks and lending institutions listed in Annex I on the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (eachSunTrust, a "Bank" andand such other banks, collectivelylending institu tions, and assignees referred to collectively herein as the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLend ers"), SUNTRUST BANK, ATLANTA, in its capacity as syndication agent for the Banks Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.; ----------

Independence of Covenants. 187 11.17139 11.16. Currency Indemnity.........................................187 Annex I Reinstatement..............................................139 Schedule A - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b4.01(j) - Calculation of MLA Cost Financial Statements Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i4.01(l) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a4.01(m) - Restrictions on Borrower's Ability to Grant Liens Schedule of Existing Debt 4.01(p) - Required Consents Schedule 5.21(b) 4.03 - Permitted Business Acquisitions Schedule 5.10A - Exceptions to Perfected Security Interests Schedule 5.10B - Prior Liens Schedule 5.10C - Required Filings and Recordings Schedule 5.13 - Subsidiaries Schedule 5.16 - Real Property Owned and Leased Schedule 5.17 - Capital Stock Schedule 5.19 - Indebtedness Schedule 5.20 - Environmental Exceptions Schedule 5.22 - Environmental Insurance Schedule 6.01(i) 11.03 - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Bank Addresses EXHIBITS Exhibit A-1 1.03-1 - Form of A Term Note Notice of Revolving Loan Borrowing Exhibit A-2 1.03-2 - Form of B Notice of Acquisition Loan Borrowing Exhibit 1.03-3 - Form of Notice of Supplemental Revolving Loan Borrowing Exhibit 1.03-4 - Form of Notice of Supplemental Term Loan Borrowing Exhibit 1.05(a)(i) - Form of Revolving Note Exhibit A-3 1.05(a)(ii) - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a1.05(a)(iii) - Form of Opinion of XxXxxxxx Xxxxxxxx Supplemental Revolving Note Exhibit C-3(b1.05(a)(iv) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Supplemental Term Note Exhibit C-4 4.01(b) - Form of Local Counsel Opinions Officer's Certificate Exhibit D 4.03(b)(iv) - Form of Mortgage Officer's Certificate -- Permitted Business Acquisitions Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L 6.01(p) - Form of Borrowing Base Certificate Exhibit M 7.14 - Form of Officers' Amended and Restated Certificate Regarding Environmental Review of Incorporation of the Borrower Exhibit N 9A - Form of Officers' Solvency Certificate Security Agreement Exhibit O 9B - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Subsidiary Guarantee Exhibit P 9C - Form of Section 3.04 Certificate Trademark Security Agreement Exhibit Q 11.04(c) - Form of Intercreditor Assignment Agreement COLOR SPOT NURSERIES, INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This Second Amended and Restated Credit Agreement is dated as of March 30December __, 19981997, among MMH HOLDINGSand amends and restates, INC.in its entirety, a Delaware corporation the Credit Agreement dated as of December 31, 1996 (the "HoldingsORIGINAL CREDIT AGREEMENT"), XXXXXX MATERIAL HANDLINGas amended and restated by the Amended and Restated Credit Agreement dated as of February 20, INC.1997 (the "AMENDED CREDIT AGREEMENT") among Color Spot Nurseries, Inc., a Delaware corporation (the "CompanyBORROWER") as a U.S. Borrower), MATERIAL HANDLING, LLC, a Delaware limited liability company Credit Agricole Indosuez ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and formerly the New York branch of CREDIT AGRICOLE INDOSUEZ Banque Indosuez) ("IndosuezINDOSUEZ"), as syndication agent for the Banks IBJ Xxxxxxxx Bank & Trust Company (in such capacity, the "Syndication AgentIBJS"), BANKBOSTONBankBoston, N.A., as documentation agent for N.A. ("BKOB") and the Banks other lending institutions listed in Schedule A (in such capacity, the each a "Documentation AgentBANK"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC")Indosuez, as the administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" ADMINISTRATIVE AGENT") for itself and the other Banks, IBJS as the syndication agent (the "SYNDICATION AGENT") for itself and the other Banks and BKOB as the documentation agent (the "DOCUMENTATION AGENT") for itself and the other Banks and, together with the Syndication Administrative Agent and the Documentation Syndication Agent, the "AgentsAGENTS"). Unless otherwise defined herein, all capitalized terms used herein and are as defined in Section 9 are used herein as so defined9.

Independence of Covenants. 187 11.17140 SECTION 12.14. Currency Indemnity.........................................187 Annex I - List Judgment Currency...................................................................................... 140 SECTION 12.15. Tax Matters Disclosure................................................................................. 140 SECTION 12.16. Forum Selection and Consent to Jurisdiction............................................................ 141 SECTION 12.17. Waiver of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bJury Trial................................................................................... 142 -vii- TABLE OF CONTENTS (continued) - Calculation of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Exhibit EXHIBITS EXHIBIT A-1 - Form of A Term U.S. Revolving Note Exhibit EXHIBIT A-2 - Form of B Term Canadian Revolving Note Exhibit EXHIBIT A-3 - Form of Acquisition U.S. Swing Line Note EXHIBIT A-4 - Form of Canadian Swing Line Note EXHIBIT A-5 - Form of U.S. Term Loan Note Exhibit EXHIBIT A-6 - Form of Canadian Term Loan Note EXHIBIT A-7 - Form of Acceptance Note EXHIBIT B-1 - Form of Revolving Note Exhibit U.S. Borrowing Request EXHIBIT B-2 - Form of U.S. Swingline Note Exhibit Canadian Borrowing Request EXHIBIT B-3 - Form of U.K. Swingline Note Exhibit U.S. Issuance Request EXHIBIT B-4 - Form of Canadian Swingline Note Exhibit Issuance Request EXHIBIT C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit U.S. Continuation/Conversion Notice EXHIBIT C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit Canadian Continuation/Conversion Notice EXHIBIT D - Form of Mortgage Exhibit E-1 Amendment Effective Date Certificate EXHIBIT E - Form of Holdings Guarantee Exhibit E-2 Compliance Certificate EXHIBIT F-1 - Form of U.S. Subsidiary Guarantee Exhibit E-3 Guaranty EXHIBIT F-2 - Form of Canadian Guarantee Exhibit F-1 Subsidiary Guaranty EXHIBIT G-1 - Form of Holdings Pledge Agreement EXHIBIT G-2 - Form of U.S. Borrower Security and Pledge Agreement Exhibit G-1 EXHIBIT G-3 - Form of U.K. U.S. Subsidiary Security Document and Guarantee Exhibit G-2 Pledge Agreement EXHIBIT G-4 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 Debenture EXHIBIT G-5 - Form of Canadian Securities Pledge Agreement Exhibit H-2 EXHIBIT H - Form of Mexican Stock Pledge Agreement Exhibit H-3 Perfection Certificate EXHIBIT I - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit Solvency Certificate EXHIBIT J - Form of Notice of Borrowing Exhibit Interco Subordination Agreement EXHIBIT K - Form of Notice of Continuation/Conversion Exhibit L Lender Assignment Agreement SCHEDULES SCHEDULE I - Form of Borrowing Base Certificate Exhibit M Disclosure Schedule SCHEDULE II - Form of Officers' Certificate Regarding Environmental Review Exhibit N Lender Percentages SCHEDULE III - Form of Officers' Solvency Certificate Exhibit O Addresses for Notices and Domestic Offices SCHEDULE IV - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement Original Mortgages AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 30August 29, 19982003, among MMH HOLDINGSis made by and among, ASSOCIATED MATERIALS INCORPORATED, a corporation organized and existing under the laws of Delaware ("AMI" or the "U.S. Borrower"), GENTEK BUILDING PRODUCTS LIMITED, an corporation organized and existing under the laws of Ontario, Canada ("Gentek" or the "Canadian Borrower" and, together with the U.S. Borrower, each a "Borrower" and collectively the "Borrowers"), ASSOCIATED MATERIALS HOLDINGS INC., a corporation organized and existing under the laws of Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., the various financial institutions and other Persons from time to time parties hereto which extend a Delaware corporation Commitment to the U.S. Borrower (the "CompanyU.S. Lenders") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the lending various financial institutions listed in Annex I and other Persons from time to time parties hereto which extend a Commitment to the Canadian Borrower (each, a the "BankCanadian Lenders" and, collectivelytogether with the U.S. Lenders, the "BanksLenders") ), UBS AG, STAMFORD BRANCH, as administrative agent for the U.S. Lenders under the U.S. Facility (in such capacity, the "U.S. Administrative Agent"), UBS AG, STAMFORD BRANCH, as administrative agent for the Canadian Term Loan Lenders under the Canadian Facility (in such capacity, the "Canadian Term Administrative Agent"), CANADIAN IMPERIAL BANK OF COMMERCE, as administrative agent for the Canadian Revolving Loan Lenders under the Canadian Facility (in such capacity, the "Canadian Revolving Administrative Agent" and, together with the U.S. Administrative Agent and the New York branch of CREDIT AGRICOLE INDOSUEZ (Canadian Term Administrative Agent, the "IndosuezAdministrative Agents"), CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A.CIBC WORLD MARKETS CORP., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC")UBS SECURITIES LLC and CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as administrative agent and as collateral agent for the Banks joint lead arrangers (in such capacitiescapacity, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "AgentsJoint Lead Arrangers"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17143 12.16. Currency Indemnity.........................................187 Annex I REINSTATEMENT..............................................143 Schedule A - List of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b4.01(j) - Calculation of MLA Cost Financial Statements Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i4.01(l) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a4.01(m) - Restrictions on Borrower's Ability to Grant Liens Schedule of Existing Debt 4.01(p) - Required Consents Schedule 5.21(b) 4.03 - Designated Acquisitions Schedule 5.10A - Prior Liens Schedule 5.22 5.10B - Required Filings and Recordings Schedule 5.13 - Subsidiaries Schedule 5.16 - Real Property Owned and Leased Schedule 5.17 - Capital Stock Schedule 5.20 - Indebtedness Schedule 5.21 - Environmental Exceptions Schedule 6.01(i) 5.23 - Summary of Corporate Insurance Policies Schedule 7.06(j) 12.03 - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Bank Addresses EXHIBITS Exhibit A-1 1.03-1 - Form of A Term Note Notice of Revolving Loan Borrowing Exhibit A-2 1.03-2 - Form of B Notice of Acquisition Loan Borrowing Exhibit 1.05(a)(i) - Form of Term A Note Exhibit A-3 1.05(a)(ii) - Form of Term B Note Exhibit 1.05(a)(iii) - Form of Revolving Note Exhibit 1.05(a)(iv) - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a4.01(b) - Form of Opinion of XxXxxxxx Xxxxxxxx Officer's Certificate Exhibit C-3(b) 4.03(b)(iii)-1 - Form of Opinion of Patterson, Palmer, Hunt, Murphy Officer's Certificate -- Designated Acquisitions Exhibit C-4 4.03(b)(iii)-2 - Form of Local Counsel Opinions Officer's Certificate - Unspecified Permitted Acquisitions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L 6.01(m) - Form of Borrowing Base Certificate Exhibit M 10A - Form of Officers' Certificate Regarding Environmental Review Security Agreement Exhibit N 10B - Form of Officers' Solvency Certificate Subsidiary Guarantee Exhibit O 10C - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Trademark Security Agreement Exhibit P 12.04(c) - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Assignment Agreement CSN, INC. COLOR SPOT NURSERIES, INC. AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This Amended and Restated Credit Agreement is dated as of March 30February 20, 19981997, and amends and restates, in its entirety, the Credit Agreement dated as of December 31, 1996 (the "ORIGINAL CREDIT AGREEMENT"), among MMH HOLDINGSColor Spot Nurseries, INC.Inc., a Delaware corporation corporation, f/k/a Color Spot Watsonville, Inc. (the "HoldingsBORROWER"), XXXXXX MATERIAL HANDLINGCSN, INC.Inc., a Delaware corporation (the "Company") as corporation, f/k/a U.S. BorrowerColor Spot Nurseries, MATERIAL HANDLING, LLC, a Delaware limited liability company Inc. ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative AgentHOLDINGS" and, together with the Syndication Agent Borrower, the "INITIAL BORROWERS"), the New York branch of Banque Indosuez ("INDOSUEZ"), IBJ Xxxxxxxx Bank & Trust Company ("IBJS") and the Documentation other lending institutions listed in Schedule A (each a "BANK"), Indosuez, as the administrative agent (the "ADMINISTRATIVE AGENT") for itself and the other Banks and IBJS as co- agent (the "CO-AGENT" and, together with the Administrative Agent, the "AgentsAGENTS"). Unless otherwise defined herein, all capitalized terms used herein and are as defined in Section 9 are used herein as so defined10.

Independence of Covenants. 187 11.1779 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws ............. 79 Section 10.14. Headings Descriptive; Entire Agreement ............................... 79 SCHEDULES SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bSubsidiaries SCHEDULE 5.01(a) - Calculation Lack of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Qualification SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1996 SCHEDULE 7.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 7.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of SCHEDULE 7.06 Existing Guarantees and Letters of Credit Exhibit A-1 - Form of Investments EXHIBITS EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 EXHIBIT B - Form of U.S. Swingline Bid Facility Note Exhibit B-3 EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 Letter of Credit Application EXHIBIT D - Bid Request EXHIBIT E - Bid Request Invite EXHIBIT F - Bid Rate Bid EXHIBIT G - Bid Rate Acceptance/Rejection EXHIBIT H - Form of Canadian Swingline Note Exhibit C-1 Amended and Restated Subsidiary Guaranty EXHIBIT I - Form of Closing Certificate EXHIBIT J-1 - Form of Opinion of AkinDickinson, GumpWright, StraussMoon, Xxxxx Van Dusen & Xxxx, L.L.P. Exhibit C-2 Freexxx XXXIBIT J-2 - Form of Opinion of Linklater Kilpxxxxxx & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 Xody EXHIBIT K - Form of Assignment and Assumption Acceptance Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit EXHIBIT L - Form of Borrowing Base Compliance Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of March 30November 14, 19981996, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware Georgia corporation ("HoldingsIntermet"), XXXXXX MATERIAL HANDLINGSUNTRUST BANK, INC.ATLANTA (formerly known as Trust Company Bank), a Delaware banking corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the other banks and lending institutions listed in Annex I on the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (eachSunTrust, a "Bank" andand such other banks, collectivelylending institutions, and assignees referred to collectively herein as the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezLenders"), SUNTRUST BANK, ATLANTA, in its capacity as syndication agent for the Banks Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks NBD BANK (in such capacity, the "Documentation AgentNBD") and FIRST UNION NATIONAL BANK OF NORTH CAROLINA ("First Union"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), in their respective capacities as administrative agent and as collateral agent co-agents for the Banks Lenders (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Co-Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;

Independence of Covenants. 187 11.17117 12.14. Currency Indemnity.........................................187 Annex Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE I - List of Banks Annex Disclosure Schedule SCHEDULE II - Bank Addresses Annex Lender Information SCHEDULE III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) Deposit Banks SCHEDULE IV - Calculation of MLA Cost Schedule 1.16 Subordinated Intercompany Note Terms SCHEDULE V - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Scheduled Letters of Credit Exhibit A-1 - Form of EXHIBIT A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit EXHIBIT B-1 - Form of Borrowing Request EXHIBIT B-2 - Form of U.S. Swingline Note Exhibit B-3 Issuance Request EXHIBIT C - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit Continuation/Conversion Notice EXHIBIT D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L Compliance Certificate EXHIBIT E - Form of Borrowing Base Certificate Exhibit M EXHIBIT F-1 - Form of Officers' Certificate Regarding Environmental Review Exhibit N Parent Pledge Agreement EXHIBIT F-2 - Form of Officers' Solvency Certificate Exhibit O Borrower Pledge Agreement EXHIBIT F-3 - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Section 3.04 Certificate Exhibit Q Borrower Security Agreement EXHIBIT G-2 - Form of Intercreditor Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Subsidiary Guaranty EXHIBIT I-1 - Form of Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Lender Assignment Agreement EXHIBIT K-1 - Form of Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of March 30April 29, 19981997, among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC.BUDGET RENT A CAR CORPORATION, a Delaware corporation (the "CompanyBorrower") ), BUDGET GROUP, INC. (formerly known as a U.S. BorrowerTeam Rental Group, MATERIAL HANDLING, LLCInc.), a Delaware limited liability company corporation (the "Material HandlingParent") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower), the lending various financial institutions listed in Annex I as are or may become parties hereto (each, a "Bank" and, collectively, the "BanksLenders") and the New York branch of CREDIT AGRICOLE INDOSUEZ ), NATIONSBANC CAPITAL MARKETS, INC. ("IndosuezNationsBanc"), as a co-syndication agent for the Banks (in such capacity, the a "Co-Syndication Agent"), BANKBOSTON, N.A., ) for the Lenders and as the documentation agent for the Banks (in such capacity, the "Documentation Agent")) for the Lenders, and CANADIAN IMPERIAL BANK OF COMMERCE CREDIT SUISSE FIRST BOSTON ("CIBCCredit Suisse First Boston"), as administrative a co-syndication agent and as collateral agent for the Banks (in such capacitiescapacity, the a "Administrative Co- Syndication Agent" and, together with the Syndication Agent and the Documentation AgentNationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (in such capacity, the "Administrative Agent") for the Lenders and as the arranger (in such capacity, the "Arranger"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.17. Currency Indemnity.........................................187 Annex 134 ANNEX I - List of Banks Annex ANNEX II - Bank Addresses Annex ANNEX III - Agreement relating to U.K. Swingline Loans Schedule 1.08(b) of Existing Debt ANNEX IV - Calculation Schedule of MLA Cost Subsidiaries ANNEX V - Schedule 1.16 of Collective Bargaining Agreements ANNEX VI - Acceptances Provisions Summary of Corporate Insurance Policies ANNEX VII - Schedule 4.01(u)(i) of Liens ANNEX VIII - List of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule 5.20 ANNEX IX - Schedule of Collective Bargaining Agreements Litigation ANNEX X - Schedule 5.21(a) of Consents ANNEX XI - Schedule of Restrictions ANNEX XII - Environmental Matters ANNEX XIII - Taxes ANNEX XIV - Schedule of Intellectual Property ANNEX XV - Schedule of Existing Debt Schedule 5.21(b) Leases ANNEX XVI - Prior Liens Schedule 5.22 Compliance with Laws Exhibit A - Environmental Schedule 6.01(i) - Summary Form of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit Revolving Note Exhibit A-1 B-1 - Form of A Term Note Exhibit A-2 B-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of AkinMilbank, GumpTweed, Strauss, Xxxxx Xxxxxx & Xxxx, L.L.P. XxXxxx Exhibit C-2 - Form of Opinion of Linklater Hunter, Maclean, Xxxxx & Paines Xxxx, P.C. Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 C-3 - Form of Local Counsel Opinions Opinion Exhibit D - Form of Mortgage Exhibit E-1 E - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Borrower Securities Pledge Agreement Exhibit H-2 F-2 - Form of Mexican Stock Holdings Securities Pledge Agreement Exhibit H-3 G - Form of U.K. Deed Borrower Intellectual Property Security Agreement Exhibit H - Form of Pledge Borrower General Security Agreement Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of ContinuationConversion/Conversion Continuation Exhibit L - Form of Officer's Solvency Certificate Exhibit M - Form of Borrowing Base Certificate Exhibit M N - Form of Officers' Officer's Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Landlord Lien Assurance Agreement Exhibit P - Form of Section 3.04 Certificate Consolidated Financial Plan Exhibit Q - Form of Intercreditor Agreement Non-U.S. Lender Certificate Exhibit R - Form of Subsidiary Guarantee DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 -v- CREDIT AGREEMENT, dated as of March 30October 18, 19981996 (the "Agreement"), among MMH HOLDINGS, INC.XXXXXX PRODUCTS COMPANY, a Delaware corporation (subsequent to its merger with DNL Savannah Acquisition Corp., the "HoldingsBorrower"), XXXXXX MATERIAL HANDLING, INC., a Delaware corporation (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, each a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE BANQUE INDOSUEZ ("Indosuez"), ) as syndication the agent and collateral agent for the Banks (in such capacity, the "Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Banks (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.1774 Section 10.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws.............................................................74 Section 10.14. Headings Descriptive; Entire Agreement................................74 SCHEDULES --------- SCHEDULE 1 Commitments SCHEDULE 5.01 Organization and Ownership of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Schedule 1.08(bSubsidiaries SCHEDULE 5.01(A) - Calculation Lack of MLA Cost Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List Qualification SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.17 Ownership of Mortgaged Real Property Schedule 5.04 - Litigation Schedule 5.06 - Governmental Approvals Schedule 5.13 - Tax Returns Schedule 5.15 - Subsidiaries Schedule 5.19 - Securities Schedule Properties SCHEDULE 5.20 - Schedule of Collective Bargaining Agreements Schedule 5.21(a) - Schedule of Dividend Restrictions SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1999 SCHEDULE 7.01 Existing Debt Schedule 5.21(b) - Prior Indebtedness SCHEDULE 7.02 Existing Liens Schedule 5.22 - Environmental Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of SCHEDULE 7.06 Existing Guarantees Investments SCHEDULE 7.07 Permitted Sale and Letters of Credit Exhibit A-1 Leaseback Transactions SCHEDULE 10.01 Notice Information EXHIBITS -------- EXHIBIT A - Form of A Term Note Exhibit A-2 EXHIBIT B - Form of B Term Note Exhibit A-3 [Reserved] EXHIBIT C - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of U.S. Swingline Note Exhibit B-3 - Form of U.K. Swingline Note Exhibit B-4 - Form of Canadian Swingline Note Exhibit C-1 - Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Exhibit C-2 - Form of Opinion of Linklater & Paines Exhibit C-3(a) - Form of Opinion of XxXxxxxx Xxxxxxxx Exhibit C-3(b) - Form of Opinion of Patterson, Palmer, Hunt, Murphy Exhibit C-4 - Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - Form of Canadian Guarantee Exhibit F-1 - Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment and Assumption Agreement Exhibit J [Reserved] EXHIBIT D-1 - Form of Notice of Borrowing Exhibit K EXHIBIT D-2 - Form of Notice of ContinuationConversion/Conversion Exhibit L Continuation EXHIBIT E - Form of Borrowing Base Certificate Exhibit M Guaranty Agreement EXHIBIT F - Form of Officers' Closing Certificate Regarding Environmental Review Exhibit N EXHIBIT G-1 - Form of Officers' Solvency Certificate Exhibit O Opinion of Dickxxxxx Xxxgxx XXXC EXHIBIT G-2 - Form of Officers' Certificate Regarding Satisfaction Opinion of Conditions Precedent Exhibit P Kilpxxxxxx Xxxxxxxx XXX EXHIBIT G-3 - Form of Section 3.04 Certificate Exhibit Q Opinion of Mayex, Xxowx & Xlatx XXXIBIT H - Form of Intercreditor Agreement CREDIT AGREEMENT, dated Assignment and Acceptance EXHIBIT I - Form of Compliance Certificate TERM LOAN AGREEMENT THIS TERM LOAN AGREEMENT made and entered into as of March 30December 20, 19981999, by and among MMH HOLDINGS, INC.INTERMET CORPORATION, a Delaware Georgia corporation ("HoldingsIntermet"), XXXXXX MATERIAL HANDLING, INC.THE BANK OF NOVA SCOTIA, a Delaware corporation Canadian chartered bank ("BNS"), acting through its Atlanta Agency, the other banks and lending institutions listed on the signature pages hereof, and any assignees of BNS, or such other banks and lending institutions which become "Lenders" as provided herein (BNS, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), BNS, in its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Company") as a U.S. Borrower, MATERIAL HANDLING, LLC, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company organized under the laws of England and Wales ("MHE-U.K.") as the U.K. Borrower, MONDEL ULC, an unlimited liability company organized under the laws of Nova Scotia ("Mondel") as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectively, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("Indosuez"), as syndication agent for the Banks (in such capacity, the "Syndication Administrative Agent"), BANKBOSTONBANK ONE, N.A.MICHIGAN, as documentation agent for the Banks (in such capacitySyndication Agent, the "and SUNTRUST BANK, ATLANTA, as Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent are herein referred to individually as an "Agent, " and collectively as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.

Independence of Covenants. 187 11.1788 Section 11.13. Currency Indemnity.........................................187 Annex I - List Change in Accounting Principles, Fiscal Year or Tax Laws............ 88 Section 11.14. Headings Descriptive; Entire Agreement.............................. 89 Section 11.15. Disclosure of Banks Annex II - Bank Addresses Annex III - Agreement relating to U.K. Swingline Loans Confidential Information.............................. 89 Section 11.16. Interest............................................................ 90 Section 11.17 Limitation on Damages............................................... 91 SCHEDULES Schedule 1.08(b) - Calculation 1.01(a). Applicable Margin and Facility Fee Schedule 1.01(b). Restricted Subsidiaries Schedule 6.1. Organization and Ownership of MLA Cost Subsidiaries Schedule 1.16 - Acceptances Provisions Schedule 4.01(u)(i) - List of Mortgaged Real Property Schedule 5.04 - 6.5. Certain Pending and Threatened Litigation Schedule 5.06 - Governmental Approvals 6.8(a). Environmental Compliance Schedule 5.13 - Tax Returns 6.8(b). Environmental Notices Schedule 5.15 - 6.8(c). Environmental Permits Schedule 6.11. Burdensome Restrictions Schedule 6.13. Subsidiaries Schedule 5.19 - Securities 6.15 ERISA Matters Schedule 5.20 - 6.16. Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.17. Ownership of Collective Bargaining Agreements Properties Schedule 5.21(a) - Schedule of Existing Debt Schedule 5.21(b) - Prior 6.18. Indebtedness; Liens Schedule 5.22 - Environmental 6.20. Labor Matters Schedule 6.01(i) - Summary of Corporate Insurance Policies Schedule 7.06(j) - Joint Venture Commitments Schedule 7.18(viii) - Schedule of Existing Guarantees and Letters of Credit 6.21. Dividend Restrictions EXHIBITS Exhibit A-1 - Form of A Term Note Exhibit A-2 - Form of B Term Note Exhibit A-3 - Form of Acquisition Term Note Exhibit B-1 - Form of Revolving Credit Note Exhibit B-2 - B Form of U.S. Swingline Swing Line Note Exhibit B-3 - C Form of U.K. Swingline Note Compliance Certificate Exhibit B-4 - D Form of Canadian Swingline Note Notice of Revolving Borrowing Exhibit C-1 - E Form of Notice of Swing Line Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Closing Certificate Exhibit H-1 Form of Opinion of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P. Corporate Counsel Exhibit C-2 - H-2 Form of Opinion of Linklater King & Paines Spalding Exhibit C-3(a) - I Form of Opinion of XxXxxxxx Xxxxxxxx Assignment and Acceptance Agreement Exhibit C-3(b) - J Form of Opinion of Patterson, Palmer, Hunt, Murphy Contribution Agreement Exhibit C-4 - K Form of Local Counsel Opinions Exhibit D - Form of Mortgage Exhibit E-1 - Form of Holdings Guarantee Exhibit E-2 - Form of U.S. Subsidiary Guarantee Exhibit E-3 - L Form of Canadian Guarantee Joinder Agreement Exhibit F-1 - M Form of U.S. Security Agreement Exhibit G-1 - Form of U.K. Security Document and Guarantee Exhibit G-2 - Form of Canadian Security Agreement Exhibit G-3 - Form of Scotland Instrument of Change and Guarantee Exhibit H-1 - Form of Canadian Securities Pledge Agreement Exhibit H-2 - Form of Mexican Stock Pledge Agreement Exhibit H-3 - N Form of U.K. Deed of Pledge Exhibit I-1 - Form of Notice of Assignment Exhibit I-2 - Form of Assignment Termination Letter CREDIT AGREEMENT THIS CREDIT AGREEMENT made and Assumption Agreement Exhibit J - Form of Notice of Borrowing Exhibit K - Form of Notice of Continuation/Conversion Exhibit L - Form of Borrowing Base Certificate Exhibit M - Form of Officers' Certificate Regarding Environmental Review Exhibit N - Form of Officers' Solvency Certificate Exhibit O - Form of Officers' Certificate Regarding Satisfaction of Conditions Precedent Exhibit P - Form of Section 3.04 Certificate Exhibit Q - Form of Intercreditor Agreement CREDIT AGREEMENT, dated entered into as of March June 30, 19982000, by and among MMH HOLDINGS, INC.ROCK-TENN COMPANY, a Delaware corporation ("Holdings"), XXXXXX MATERIAL HANDLING, INC., a Delaware Georgia corporation (the "CompanyBorrower") as a U.S. Borrower), MATERIAL HANDLING, LLCSUNTRUST BANK, a Delaware limited liability company ("Material Handling") as a U.S. Borrower, XXXXXX MATERIAL HANDLING, LTD., a company banking corporation organized under the laws of England and Wales the State of Georgia ("MHE-U.K.SunTrust") ), the other banks and financial institutions listed on the signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the U.K. Borrower"Lenders"), MONDEL ULCSUNTRUST BANK, an unlimited liability company organized under in its capacity as administrative agent for the laws of Nova Scotia Lenders ("Mondel") together with any successor agent for such Lenders as a Canadian Borrower, and KAVERIT STEEL AND CRANE ULC, an unlimited liability company organized under the laws of Nova Scotia ("Kaverit") as a Canadian Borrower, the lending institutions listed in Annex I (each, a "Bank" and, collectivelymay be appointed from time to time pursuant to Article 10. hereof, the "Banks") and the New York branch of CREDIT AGRICOLE INDOSUEZ ("IndosuezAgent"), BANK OF AMERICA, N.A., as syndication agent for the Banks Syndication Agent (in such capacity, the "Syndication Agent"), BANKBOSTON) and WACHOVIA BANK, N.A., as documentation agent for the Banks Documentation Agent (in such capacity, the "Documentation Agent"), and CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent and as collateral agent for the Banks (in such capacities, the "Administrative Agent" and, together with the Syndication Agent and the Documentation Agent, the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;