EXHIBIT 4.3 CREDIT AGREEMENT DATED AS OF OCTOBER 11, 1996 BY AND AMONG WOLVERINE WORLD WIDE, INC.,

EXHIBIT 4.3

CREDIT AGREEMENT

DATED AS OF OCTOBER 11, 1996

BY AND AMONG

WOLVERINE WORLD WIDE, INC.,

THE BANKS PARTY HERETO

AND

NBD BANK, AS AGENT

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II. THE COMMITMENTS . . . . . . . . . . . . . . . . . . . . . .10
2.1 Commitments of the Banks.. . . . . . . . . . . . . . . . . . .10
2.2 Termination and Reduction of Commitments.. . . . . . . . . . .10
2.3 Facility Fees. . . . . . . . . . . . . . . . . . . . . . . . .10
2.4 Agent's Fee. . . . . . . . . . . . . . . . . . . . . . . . . .11

ARTICLE III. THE LOANS. . . . . . . . . . . . . . . . . . . . . . . . .11
3.1 Disbursement of Loans. . . . . . . . . . . . . . . . . . . . .11
3.2 Conditions for Disbursement of Initial Loan. . . . . . . . . .12
3.3 Conditions for Disbursement of Each Loan.. . . . . . . . . . .13
3.4 Minimum Amounts. . . . . . . . . . . . . . . . . . . . . . . .13
3.5 Subsequent Elections as to Loans.. . . . . . . . . . . . . . .13
3.6 Discretion of the Banks as to Manner of Funding. . . . . . . .14

ARTICLE IV. PAYMENTS AND PREPAYMENTS OF LOANS . . . . . . . . . . . . .14
4.1 Principal Payments.. . . . . . . . . . . . . . . . . . . . . .14
4.2 Interest Payments. . . . . . . . . . . . . . . . . . . . . . .14
4.3 Optional Prepayment. . . . . . . . . . . . . . . . . . . . . .15
4.4 Mandatory Prepayment.. . . . . . . . . . . . . . . . . . . . .15
4.5 Payment Method.. . . . . . . . . . . . . . . . . . . . . . . .15
4.6 No Setoff or Deduction.. . . . . . . . . . . . . . . . . . . .15
4.7 Payment on Non-Business Day; Payment Computations. . . . . . .16

ARTICLE V. YIELD PROTECTION AND CONTINGENCIES. . . . . . . . . . . . . .16
5.1 Additional Costs.. . . . . . . . . . . . . . . . . . . . . . .16
5.2 Limitation of Requests and Elections.. . . . . . . . . . . . .17
5.3 Illegality and Impossibility.. . . . . . . . . . . . . . . . .17
5.4 Additional Contingencies.. . . . . . . . . . . . . . . . . . .17
5.5 Indemnification. . . . . . . . . . . . . . . . . . . . . . . .18
5.6 Capital Adequacy.. . . . . . . . . . . . . . . . . . . . . . .18

ARTICLE VI. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . .19
6.1 Corporate Existence and Power. . . . . . . . . . . . . . . . .19
6.2 Corporate Authority. . . . . . . . . . . . . . . . . . . . . .20
6.3 Binding Effect.. . . . . . . . . . . . . . . . . . . . . . . .20
6.4 Subsidiaries.. . . . . . . . . . . . . . . . . . . . . . . . .20
6.5 Litigation.. . . . . . . . . . . . . . . . . . . . . . . . . .20
6.6 Financial Condition. . . . . . . . . . . . . . . . . . . . . .20

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6.7 Use of Loans.. . . . . . . . . . . . . . . . . . . . . . . . .21
6.8 Consents, Etc. . . . . . . . . . . . . . . . . . . . . . . . .21
6.9 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
6.10 Title to Properties. . . . . . . . . . . . . . . . . . . . . .21
6.11 Existing Note Agreements.. . . . . . . . . . . . . . . . . . .21
6.12 Environmental and Safety Matters.. . . . . . . . . . . . . . .22
6.13 Indebtedness.. . . . . . . . . . . . . . . . . . . . . . . . .22

ARTICLE VII. COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . .22
7.1 Affirmative Covenants. . . . . . . . . . . . . . . . . . . . .22
(a) Preservation of Corporate Existence, Etc.. . . . . . . . .23
(b) Compliance with Laws, Etc. . . . . . . . . . . . . . . . .23
(c) Maintenance of Insurance.. . . . . . . . . . . . . . . . .23
(d) Reporting Requirements.. . . . . . . . . . . . . . . . . .23
(e) Access to Records, Books, Etc. . . . . . . . . . . . . . .25
7.2 Negative Covenants.. . . . . . . . . . . . . . . . . . . . . .25
(a) Tangible Net Worth.. . . . . . . . . . . . . . . . . . . .25
(b) Total Liabilities to Tangible Net Worth. . . . . . . . . .25
(c) Fixed Charge Coverage Ratio. . . . . . . . . . . . . . . .25
(d) Indebtedness.. . . . . . . . . . . . . . . . . . . . . . .25
(e) Liens.. . . . . . . . . . . . . . . . . . . . . . . . . .26
(f) Merger; Sale of Assets; Etc. . . . . . . . . . . . . . . .26
(g) Nature of Business.. . . . . . . . . . . . . . . . . . . .27
(h) Debt to Tangible Net Worth for Subsidiaries. . . . . . . .27

ARTICLE VIII. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . .27
8.1 Events of Default. . . . . . . . . . . . . . . . . . . . . . .27
8.2 Remedies.. . . . . . . . . . . . . . . . . . . . . . . . . . .30

ARTICLE IX. THE AGENT AND THE BANKS. . . . . . . . . . . . . . . . . . .30
9.1 Appointment of Agent.. . . . . . . . . . . . . . . . . . . . .30
9.2 Scope of Agency. . . . . . . . . . . . . . . . . . . . . . . .31
9.3 Duties of Agent. . . . . . . . . . . . . . . . . . . . . . . .31
9.4 Resignation of Agent.. . . . . . . . . . . . . . . . . . . . .32
9.5 Pro Rata Sharing by Banks. . . . . . . . . . . . . . . . . . .32

ARTICLE X. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . .33
10.1 Amendments; Etc. . . . . . . . . . . . . . . . . . . . . . . .33
10.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .33
10.3 Conduct No Waiver; Remedies Cumulative. . . . . . . . . . . .34
10.4 Reliance on and Survival of Various Provisions.. . . . . . . .34
10.5 Expenses.. . . . . . . . . . . . . . . . . . . . . . . . . . .34

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10.6 Successors and Assigns.. . . . . . . . . . . . . . . . . . . .35
10.7 Counterparts.. . . . . . . . . . . . . . . . . . . . . . . . .36
10.8 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .36
10.9 Headings.. . . . . . . . . . . . . . . . . . . . . . . . . . .36
10.10 Construction of Certain Provisions. . . . . . . . . . . . . .36
10.11 Integration and Severability. . . . . . . . . . . . . . . . .36
10.12 Interest Rate Limitation. . . . . . . . . . . . . . . . . . .37
10.13 Independence of Covenants.. . . . . . . . . . . . . . . . . .37
10.14 Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . .37

SCHEDULE 6.4 Subsidiaries
SCHEDULE 6.5 Litigation
SCHEDULE 6.12 Environmental and Safety Matters
SCHEDULE 6.13 Indebtedness Greater than $100,000

EXHIBIT A REVOLVING CREDIT NOTE
EXHIBIT B REQUEST FOR LOAN
EXHIBIT C REQUEST FOR CONTINUATION OR CONVERSION OF LOAN
EXHIBIT D ASSIGNMENT AND ACCEPTANCE

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THIS CREDIT AGREEMENT, dated October 11, 1996 (this "Agreement"), is
among WOLVERINE WORLD WIDE, INC., a Delaware corporation (the "Company"),
the banks party hereto from time to time (collectively, the "Banks" and,
individually, a "Bank"), and NBD BANK, a Michigan banking corporation, as
agent for the Banks (in such capacity, the "Agent").

RECITAL

The Company desires to amend and restate in its entirety the Amended
and Restated Credit Agreement among the Company, the banks party thereto and
NBD Bank, as agent, dated as of October 13, 1994 (as amended, the "Prior
Credit Agreement"), in order to obtain a revolving bank credit in principal
sum not to exceed $100,000,000 to provide funds for its general corporate
and working capital purposes, and the Banks are willing to so amend and
restate the Prior Credit Agreement on the terms and conditions herein set
forth.

AGREEMENT

In consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree that the Prior Credit Agreement shall
be amended and restated in its entirety as follows:

ARTICLE I. DEFINITIONS

1.1 As used herein the following terms shall have the following
respective meanings:

"Affiliate", when used with respect to any Person, means any Person
which, directly or indirectly, controls or is controlled by or is under
common control with such Person. For purposes of this definition, control
(including the correlative meanings of the terms "controlled by" and
"under common control with"), with respect to any Person, means possession,
directly or indirectly, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership
of voting securities or by contract or otherwise.

"Applicable Margin" means the following margins for purposes of
determining the Eurodollar Rate and the facility fee under Section 2.3, as
indicated in the following table:

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FIXED CHARGE Applicable Margin Applicable Margin
COVERAGE RATIO FOR EURODOLLAR RATE FOR FACILITY FEE
--------------- ------------------- ----------------

Equal to or greater
than 1.7 but less
than or equal to 2.0 .45% .25%

Greater than
2.0 but less than
or equal to 2.5 .35% .20%

Greater than
2.5 but less than
or equal to 3.5 .30% .15%

Greater than
3.5 but less than
or equal to 4.5 .265% .135%

Greater than
4.5 .23% .12%

The Applicable Margin shall be adjusted as of the first day of each
fiscal quarter of the Company based on the Fixed Charge Coverage Ratio at
the end of the fiscal quarter immediately preceding the fiscal quarter
most recently ended.

"Assignment and Acceptance" is defined in Section 10.6.

"Business Day" means a day other than a Saturday, Sunday or other day
on which the Agent or any Bank is not open for the transaction of
substantially all of its banking functions.

"Change of Control" shall mean and include each and every issue,
transfer, or other disposition of shares of the stock of the Company
(including without limitation, pursuant to a merger or consolidation
otherwise permitted hereunder) which results in a Person or Group (other
than the Current Management Group) beneficially owning or controlling,
directly or indirectly, greater than 50% of the Voting Stock of the
Company. As used in this definition,: "Current Management Group" shall
mean (i) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇ or (ii) any Group which includes and is
under the general direction of any of the above-named persons; "Group" shall
mean any Group or related persons constituting a "group" for the purposes of

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Section 13(d) of the Securities Exchange Act of 1934, as amended, or any
successor provision; and "Voting Stock" shall mean securities of any class
or classes, the holders of which are ordinarily, in the absence of
contingencies, entitled to elect a majority of the corporate directors (or
Persons performing similar functions).

"Commitments" means the commitments of the Banks to lend hereunder
pursuant to Section 2.1, in the respective amounts set forth next to the name
of such Bank on the signature page hereof or as subsequently set forth in any
Assignment and Acceptance, as such amounts may be reduced from time to time
pursuant to Section 2.2 or modified pursuant to Section 10.6.

"Contingent Liabilities" of any Person means, as of any date, all
obligations of such Person or of others for which such Person is contingently
liable, as obligor, guarantor, surety or in any other capacity, or in respect
of which obligations such Person assures a creditor against loss or agrees to
take any action to prevent any such loss (other than endorsements of negotiable
instruments for collection in the ordinary course of business), including
without limitation all reimbursement obligations of such Person in respect of
any letters of credit or similar obligations and all obligations of such Person
to advance funds to, or to purchase assets, property or services from, any
other Person in order to maintain the financial condition of such other Person.

"Dollars" and "$" means the lawful money of the United States of America.

"Effective Date" means the effective date specified in the final
paragraph of this Agreement.

"Environmental Laws" at any date means all provisions of law, statute,
ordinances, rules, regulations, judgments, writs, injunctions, decrees, orders,
awards and standards (but only to the extent such standards could be
determined to be legally binding or the violation of such standards could give
rise to liability of the Company or any of its Subsidiaries) promulgated by
the government of the United States of America or any foreign government or by
any state, province, municipality or other political subdivision thereof or
therein or by any court, agency, instrumentality, regulatory authority or
commission of any of the foregoing concerning the protection of, or regulating
the discharge of substances into, the environment.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

"Eurodollar Business Day" means, with respect to any Eurodollar Rate Loan,
a day which is both a Business Day and a day on which dealings in Dollar
deposits are carried out in the interbank market selected by the Agent with
respect to such Eurodollar Rate Loan.

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"Eurodollar Interest Period" means, with respect to any Eurodollar Rate
Loan, the period commencing on the day such Eurodollar Rate Loan is made or
converted to a Eurodollar Rate Loan and ending on the date 1, 2, 3, or 6
months thereafter, as the Company may elect under Section 3.1 or 3.5, and
each subsequent period commencing on the expiry of the immediately preceding
Eurodollar Interest Period and ending on the date 1, 2, 3, or 6 months
thereafter, as the Company may elect under Section 3.1 or 3.5, provided,
however, that (a) any Eurodollar Interest Period which commences on the last
Eurodollar Business Day of a calendar month (or on any day for which there is
no numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Eurodollar Business Day of the appropriate subsequent
calendar month, (b) each Eurodollar Interest Period which would otherwise end
on a day which is not a Eurodollar Business Day shall end on the next
succeeding Eurodollar Business Day or, if such next succeeding Eurodollar
Business Day falls in the next succeeding calendar month, on the next preceding
Eurodollar Business Day, and (c) no Eurodollar Interest Period shall be
permitted which would end after the Termination Date.

"Eurodollar Rate" means, with respect to any Eurodollar Rate Loan and the
related Eurodollar Interest Period, the per annum rate that is equal to the
sum of:

(a) the Applicable Margin, plus

(b) the per annum rate of interest determined by dividing (i) the per
annum rate of interest at which deposits in Dollars for such Eurodollar
Interest Period in an aggregate amount comparable to the amount of the Agent's
portion of such Eurodollar Rate Loan are offered to NBD Bank by other prime
banks in the London interbank market, selected in the Agent's discretion, at
approximately 11:00 a.m. Detroit time, as the case may be, on the second
Eurodollar Business Day prior to the first day of such Eurodollar Interest
Period; by (ii) a percentage equal to 100% minus that percentage (expressed
as a decimal) that is specified on the first day of such Eurodollar Interest
Period by the Board of Governors of the Federal Reserve System (or any
successor agency thereto) for determining the maximum reserve requirement
(including, without limitation, any marginal, emergency or special reserves)
with respect to eurocurrency funding (currently referred to as "Eurocurrency
liabilities" in Regulation D of such Board) maintained by a member bank of
such System;

all as conclusively determined by the Agent, such sum to be rounded up, if
necessary, to the nearest whole multiple of 1/100 of 1%, and such Eurodollar
Rate to be adjusted as and when any change occurs in the reserve requirements
referred to in subparagraph (b) above.

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"Eurodollar Rate Loan" means any Loan which bears interest at the
Eurodollar Rate.

"Event of Default" means any of the events or conditions described in
Section 8.1.

"Existing Note Agreements" means the Note Agreements, each dated as of
August 1, 1994, Re: $30,000,000 7.81% Senior Notes Due August 15, 2004,
together with any document or instrument executed pursuant thereto, between the
Company and each of Teachers Insurance and Annuity Association of America, The
Minnesota Mutual Life Insurance Company, Farm Bureau Life Insurance Company of
Michigan, FB Annuity Company, Federated Life Insurance Company and Federated
Mutual Insurance Company, as each of the foregoing is amended by a First
Amendment to Note Agreement and Consent in the form delivered to the
Banks.

"Fixed Charge Coverage Ratio" shall have the meaning ascribed thereto in
Section 7.2(c).

"Fixed Charges" means, for any period, the sum of (i) the excess of (x)
all Interest expense on all Indebtedness (including imputed interest charges
with respect to any lease, which in accordance with generally accepted
accounting principles, is or should be capitalized on the books of the lessee)
of the Company and its Subsidiaries payable with respect to such period over
(y) all interest earnings received during such period and (ii) all Rentals
(excluding Rentals payable with respect to leases which are or should be
capitalized on the books of the lessee) payable during such period by the
Company and its Subsidiaries.

"Floating Rate Loan" means any Loan which bears interest at the Prime
Rate.

"Generally Accepted Accounting Principles" means generally accepted
accounting principles in effect from time to time applied on a basis
consistent with that reflected in the financial statements referred to in
Section 6.6.

"Indebtedness" of any Person means, as of any date, (a) all obligations
of such Person for borrowed money, (b) all obligations as lessee under any
lease which, in accordance with generally accepted accounting principles, is
or should be capitalized on the books of the lessee, and (c) all obligations
of others similar in character to those described in clauses (a) and (b) of
this definition for which such Person is liable, contingently or otherwise,
as obligor, guarantor or in any other capacity, or in respect of which
obligations such Person assures a creditor against loss or agrees to take
any action to prevent any such loss (other than endorsements of negotiable
instruments for the collection in the ordinary course of business), including
without limitation all reimbursement obligations of such Person in respect of
letters of credit or similar obligations and all obligations of such Person to

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advance funds to, or to purchase assets, property or services from, any other
Person in order to maintain the financial condition of such Person; except
that 'Indebtedness' shall not include obligations now or in the future owing
to the Company by any of its Subsidiaries.

"Interest" means, for any period, all interest and all amortization of
debt discount and expense on any particular Indebtedness for which such
calculations are being made.

"Interest Payment Date" means (a) with respect to any Floating Rate
Loan, the first Business Day of each month, commencing with the first such
day occurring after the Effective Date, and (b) with respect to any Eurodollar
Rate Loan, the last day of the Interest Period with respect to such Eurodollar
Rate Loan and, if such Interest Period exceeds three months, the day in the
third month following the month the Loan proceeds were disbursed (or, in the
case of the continuation of a Loan as, or conversion of a Loan to, a
Eurodollar Rate Loan, the day in the third month following the month in which
such continuation or conversion occurred) that numerically corresponds to the
date on which the Loan proceeds were disbursed (or to the date on which such
continuation or conversion occurred) or, if there is no numerically
corresponding day, the last Eurodollar Business Day of that third month.

"Interest Period" means any Eurodollar Interest Period.

"Loan" means any borrowing under Section 3.1 and "Loans" means all of the
borrowings under Section 3.1.

"Majority Banks" means Banks holding not less than 66-2/3% of the
aggregate principal amount of the Notes then outstanding (or 66-2/3% of the
Commitments if no principal amount is outstanding under the Notes).

"Material Subsidiary" shall mean any Subsidiary of the Company if:

(1) The assets of such Subsidiary (valued at the greater of book or fair
market) as at the end of the immediately preceding fiscal year exceed 5% of
Consolidated Total Assets (as defined in the Existing Note Agreements) of the
Company and its Subsidiaries; or

(2) The aggregate sum of all assets (valued at the greater of book or
fair market) of such Subsidiary, when combined with the assets of all other
Subsidiaries to which Section 8.1(i) would have applied if not for the
limitations set forth herein at any time during the three-year period
immediately preceding the date of such determination, exceeds 5% of
Consolidated Total Assets of the Company and its Subsidiaries; or

(3) The percentage of Consolidated Net Earnings (as defined in the
Existing Note Agreements) of the Company and its Subsidiaries contributed by
such Subsidiary during the immediately preceding fiscal year exceeds 5%; or

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(4) 5% is less than the sum of (i) the percentage of Consolidated Net
Earnings of the Company and its Subsidiaries contributed by such Subsidiary
during its Applicable Year and (ii) the percentage of Consolidated Net Earnings
of the Company and its Subsidiaries contributed during its Applicable Year by
each other Subsidiary of the Company to which Section 8.1(i) would have applied
at any time during the three-year period immediately preceding the date of such
determination if not for the limitations set forth herein. The "Applicable
Year" for each such Subsidiary shall be the last complete fiscal year of the
Company and its Subsidiaries immediately preceding the date of the occurrence
of the relevant event or circumstance described in Section 8.1(i).

"Net Income" of any Person means, for any period, the net income (after
deduction for income and other taxes of such Person determined by reference to
income or profits of such Person) for such period, all as determined in
accordance with generally accepted accounting principles.

"Net Income Available for Fixed Charges" means, for any period, the sum
of (i) consolidated Net Income of the Company and its Subsidiaries during such
period plus (ii) to the extent deducted in determining Net Income, all
provisions for all federal, state or other income taxes made by the Company
and its Subsidiaries during such period plus (iii) consolidated Fixed Charges
of the Company and its Subsidiaries during such period.

"Notes" means the promissory notes of the Company issued to the Banks
evidencing the Loans, in substantially the form annexed hereto as Exhibit A,
as amended or modified from time to time and together with any promissory note
or notes issued in exchange or replacement therefor.

"Overdue Rate" means (a) in respect of principal on Floating Rate Loans,
a rate per annum that is equal to the sum of three percent (3%) plus the Prime
Rate, (b) in respect of Eurodollar Rate Loans, a rate per annum that is equal
to the sum of three percent (3%) plus the per annum rate in effect thereon
until the end of the then-current Eurodollar Interest Period for such Loan and
thereafter a rate per annum that is equal to the sum of three percent (3%) plus
the Prime Rate, and (c) in respect of other amounts payable by the Company
hereunder (other than interest) a per annum rate that is equal to the sum of
three percent (3%) plus the Prime Rate.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

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"Person" shall include an individual, a corporation, an association, a
partnership, a trust or estate, a joint stock company, an unincorporated
organization, a joint venture, a government (foreign or domestic), and any
agency or political subdivision thereof, and any other entity.

"Plan" means, with respect to any Person, any employee benefit or other
plan maintained by such Person for its employees and covered by Title IV of
ERISA or to which Sec. 412 of the Internal Revenue Code of 1986, as amended
from time to time, applies.

"Prime Rate" means the greater of (a) the per annum rate announced by
the Agent from time to time as its "prime rate", which "prime rate" may not
be the lowest rate charged by the Agent to any of its customers, such Prime
Rate to change simultaneously with any change in such "prime rate", and (b)
the per annum rate equal to the sum of one-half of one percent (1/2%) per
annum plus the per annum rate established and announced by the Agent from
time to time as the opening federal funds rate paid or payable by the Agent
in its regional federal funds market for overnight borrowings from other
banks.

"Rentals" means, with respect to any period, the excess of (x) all fixed
rents (including all payments which the lessee is obligated to make to the
lessor on termination of the lease or surrender of the property) payable with
respect to such period by the Company or its Subsidiaries as lessee or
sublessee under a lease of real or Personal property (exclusive of any amounts
required to be paid by the Company or its Subsidiaries, whether designated as
rents or additional rents, on account of maintenance, repairs, insurance,
taxes and similar charges) over (y) all such amounts received by the Company
and its Subsidiaries as lessor under a lease of real or Personal property
during such period.

"Subsidiary" of any Person means any corporation (whether now existing or
hereafter organized or acquired) in which at least a majority of the securities
of each class having ordinary voting power for the election of directors (other
than securities which have such power only by reason of the happening of a
contingency), at the time as of which any determination is being made, is
owned, beneficially and of record, by such Person or by one or more of the
other Subsidiaries of such Person or by any combination thereof.

"Tangible Net Worth" of any Person means, as of any date (a) the amount
of any capital stock or similar ownership liability plus (or minus in the case
of a deficit) the capital surplus and retained earnings of such Person and the
amount of any foreign currency translation adjustment account shown as a
capital account of such Person, less (b) the net book value of all items of
the following character which are included in the assets of such Person: (i)
goodwill, including without limitation the excess of cost over book value of
any asset, (ii) organization or experimental expenses, (iii) unamortized debt

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discount and expense, (iv) stock discount and expense, (v) patents,
trademarks, trade names and copyrights, (vi) treasury stock, (vii) deferred
taxes and deferred charges, (viii) franchises, licenses and permits, and (ix)
other assets which are deemed intangible assets under generally accepted
accounting principles.

"Termination Date" means the earlier to occur of (a) October 11, 2001,
and (b) the date on which the Commitments shall be terminated pursuant to
Section 2.2 or 8.2.

"Total Liabilities" of any Person means, as of any date, all obligations
which, in accordance with generally accepted accounting principles, are or
should be classified as liabilities on a balance sheet of such Person.

"Total Liabilities to Tangible Net Worth Ratio" means, as of any date,
the ratio of consolidated Total Liabilities of the Company and its
Subsidiaries to consolidated Tangible Net Worth of the Company and its
Subsidiaries.

1.2 As used herein, the terms "Agent", "Bank", "Banks", "Company" and
"this Agreement" shall have the respective meanings ascribed thereto in the
introductory paragraph of this Agreement. Such terms, together with the other
terms defined in Section 1.1, shall include both the singular and the plural
forms thereof and shall be construed accordingly. All computations required
hereunder and all financial terms used herein shall be made or construed in
accordance with generally accepted accounting principles unless such
principles are inconsistent with the express requirements of this Agreement.
Use of the terms "herein", "hereof", and "hereunder" shall be deemed
references to this Agreement in its entirety and not to the Section or clause
in which such term appears.

ARTICLE II. THE COMMITMENTS

2.1 COMMITMENTS OF THE BANKS. Each Bank agrees, for itself only,
subject to the terms and conditions of this Agreement, to lend to the Company
from time to time from the Effective Date until the Termination Date, sums not
to exceed in aggregate principal amount at any time outstanding the amount of
its Commitment. Each borrowing under this Section 2.1 shall be made from the
Banks pro rata in accordance with their Commitments.

2.2 TERMINATION AND REDUCTION OF COMMITMENTS. The Company shall have
the right to terminate or reduce the aggregate Commitments at any time and
from time to time, provided that (a) the Company shall give five days' prior
written notice of such termination or reduction to the Agent (with sufficient
executed copies for each Bank) specifying the amount and effective date

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thereof, (b) each partial reduction of the aggregate Commitments shall be in
a minimum amount of $5,000,000 and in an integral multiple of $1,000,000, and
shall reduce all Commitments proportionately, (c) no such termination or
reduction shall be permitted with respect to any portion of the Commitments as
to which a request for a Loan pursuant to Section 3.1 is then pending, and (d)
the Commitments may not be terminated if any Loans are then outstanding and
may not be reduced below the principal amount of Loans then outstanding. The
Commitments or any portion hereof so terminated or reduced may not be
reinstated.

2.3 FACILITY FEES. The Company agrees to pay to the Agent for the pro
rata benefit of the Banks a facility fee on the daily average amount of the
Commitments, whether used or unused, for the period from the Effective Date
to but excluding the Termination Date, in arrears, at a rate equal to the
Applicable Margin. Accrued facility fees shall be payable quarterly, in
arrears, on the first Business Day of each January, April, July and October,
commencing on such Business Day in the month of January, 1997, and on the
Termination Date.

2.4 AGENT'S FEE. The Company agrees to pay to the Agent an agency fee
for its services as Agent under this Agreement in such amounts and at such
times as may be agreed upon by the Company and the Agent.

ARTICLE III. THE LOANS

3.1 DISBURSEMENT OF LOANS. (a) The Company shall give the Agent notice
of each requested Loan in substantially the form of Exhibit B hereto (with
sufficient executed copies for each Bank) not later than 11:00 a.m. Detroit
time (i) three Eurodollar Business Days prior to the date of such requested
Loan in the case of any Eurodollar Rate Loan, and (ii) on the date of such
requested Loan in the case of a Floating Rate Loan, which notice shall
specify whether a Eurodollar Rate Loan or Floating Rate Loan is requested and,
in the case of each requested Eurodollar Rate Loan, the Interest Period to be
initially applicable to such Loan. The Agent shall provide notice of such
requested Loan to each Bank by 2:00 p.m. Detroit time on the date such notice
is received by the Agent.

(b) Subject to the terms and conditions of this Agreement, the
proceeds of any such requested Loan shall be made available to the Company by
depositing the proceeds thereof, in immediately available funds, in an account
maintained and designated by the Company at the principal office of the Agent,
provided, that the proceeds of the initial Loan shall be used to pay all
amounts owing to the Banks pursuant to the Prior Credit Agreement and the
promissory notes issued by the Company thereunder, at which time the
commitments of the Banks under the Prior Credit Agreement shall be terminated.
Each Bank, on the date of any such requested Loan, shall make its pro rata
share of such Loan available in immediately available funds at the principal
office of the Agent for disbursement to the Company. Unless the Agent shall

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have received notice from any Bank prior to the date of any requested
borrowing under this Section 3.1 that such Bank will not make available to
the Agent such Bank's pro rata portion of such borrowing, the Agent may
assume that such Bank has made such portion available to the Agent on the
date of such borrowing in accordance with this Section 3.1(b). If and to
the extent such Bank shall not have so made such pro rata portion available
to the Agent, the Agent may (but shall not be obligated to) make such amount
available to the Company, and such Bank and the Company severally agree to
pay to the Agent forthwith on demand such amount together with interest
thereon, for each day from the date such amount is made available to the
Company by the Agent until the date such amount is paid to the Agent, at a
rate per annum equal to the rate at which overnight borrowings are available
to the Agent from other banks in its regional federal funds market. If such
Bank shall pay to the Agent such amount, the amount so paid shall constitute
a Loan by such Bank as a part of such borrowing for purposes of this
Agreement. The failure of any Bank to make its pro rata portion of any such
borrowing available to the Agent shall not relieve any other Bank of its
obligations to make available its pro rata portion of such borrowing on the
date of such borrowing, but no Bank shall be responsible for failure of any
other Bank to make such pro rata portion available to the Agent on the date
of any such borrowing. Acceptance by the Company of any Loan in an amount
less than the amount requested by the Company as a result of any Bank's
failure to make its pro rata portion of such borrowing available shall not
constitute a waiver of the Company's right against such Bank for any damages
resulting therefrom.

(c) All borrowings hereunder shall be evidenced by the Notes, and
all such borrowings shall be due and payable and bear interest as provided in
Article IV hereof. Each Bank is hereby authorized by the Company to note on
the schedule attached to its Note or on its books and records, the date, the
amount of its pro rata share of and the type of each Loan and the duration of
the related Interest Period (if applicable), the amount of each payment or
prepayment of principal thereon, and the other information provided for on
such schedule, which schedule shall constitute prima facie evidence of the
information so noted, provided that failure of any Bank to make any such
notation shall not relieve the Company of its obligation to repay the
outstanding principal amount of the Loans, all accrued interest thereon and
other amounts payable with respect thereto in accordance with the terms of
the Notes and this Agreement. Subject to the terms and conditions of this
Agreement, the Company may borrow, prepay pursuant to Section 4.1 and reborrow
Loans under this Section 3.1.

3.2 CONDITIONS FOR DISBURSEMENT OF INITIAL LOAN. The obligation of the
Banks to make the initial Loan hereunder is subject to receipt by each Bank of
the following documents and satisfaction of the following conditions, each in
form and substance satisfactory to each Bank:

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(a) Certificates of recent date of the appropriate authority or
official of the Company's state of incorporation listing all charter documents
of the Company on file in that office and certifying as to the good standing
and corporate existence of the Company, together with copies of such charter
documents of the Company certified as of a recent date by such authority or
official and certified as true and correct as of the Effective Date by a duly
authorized officer of the Company;

(b) Copies of the by-laws of the Company, together with all
authorizing resolutions and evidence of other corporate action taken by the
Company to authorize the execution, delivery and performance by the Company of
this Agreement and the Notes and the consummation of the transactions
contemplated hereby, each certified as true and correct as of the Effective
Date by a duly authorized officer of the Company;

(c) Certificates of incumbency of the Company containing, and
attesting to the genuineness of, the signatures of those officers authorized
to act on behalf of the Company in connection with this Agreement and the
Notes and the consummation of the transactions contemplated hereby, certified
as true and correct as of the Effective Date by a duly authorized officer of
the Company;

(d) The Notes duly executed on behalf of the Company, appropriately
completed for each Bank and dated on or before the date of such Loan;

(e) The favorable written opinion of Warner, Norcross & ▇▇▇▇ LLP,
counsel for the Company, with respect to each of the matters as any of the
Banks may reasonably request; and

(f) Simultaneously with disbursement of the initial Loan hereunder,
payment in full of all principal of all promissory notes issued pursuant to the
Prior Credit Agreement and all accrued interest thereon through the Effective
Date, together with payment in full of all other indebtedness under the Prior
Credit Agreement, including without limitation the payment of all commitment
and facility fees accrued through the Effective Date under the Prior Credit
Agreement, and on the Effective Date all commitments to lend under the Prior
Credit Agreement shall terminate.

3.3 CONDITIONS FOR DISBURSEMENT OF EACH LOAN. The obligation of the
Banks to make any Loan (including the initial Loan) is subject to the
satisfaction of the following conditions precedent:

(a) The representations and warranties contained in Article VI
shall be true and correct on and as of the date such Loan is made as if such
representations and warranties were made on and as of such date; and

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(b) No Event of Default, and no event or condition which would
become such an Event of Default with notice or lapse of time, or both, shall
exist or shall have occurred and be continuing on the date such Loan is made.

The Company shall be deemed to have made a certification to the Banks at the
time of the making of each Loan to the effects set forth in clauses (a) and (b)
of this Section 3.3.

3.4 MINIMUM AMOUNTS. Except for conversions and prepayments of all
Loans of a particular type and conversions or payments required pursuant to
Section 4.4 or Article V, each Eurodollar Rate Loan and each conversion and
prepayment thereof shall be in a minimum amount of $5,000,000 and in an
integral multiple of $1,000,000, and each Floating Rate Loan and each
conversion and prepayment thereof shall be in a minimum amount of $1,000,000
and in an integral multiple of $100,000.

3.5 SUBSEQUENT ELECTIONS AS TO LOANS. The Company may elect to continue
a Eurodollar Rate Loan of one type as a Eurodollar Rate Loan of the
then-existing type or may elect to convert a Eurodollar Rate Loan of one type
to a Loan of another type by giving notice thereof to the Agent (with
sufficient executed copies for each Bank) in substantially the form of Exhibit
C hereto not later than 11:00 a.m. Detroit time (a) three Eurodollar Business
Days prior to the date any such continuation of or conversion to a Eurodollar
Rate Loan is to be effective, and (b) on the date such continuation or
conversion is to be effective in all other cases, provided that an outstanding
Eurodollar Rate Loan may only be converted on the last day of the then-current
Interest Period with respect to such Loan and, provided further, if a
continuation of a Loan as, or a conversion of a Loan to, a Eurodollar Rate
Loan is requested, such notice shall also specify the Interest Period to be
applicable thereto upon such continuation or conversion. The Agent shall
provide notice of such election to each Bank by 2:00 p.m. Detroit time on the
date such notice is received by the Agent. If the Company shall fail to
timely deliver such a notice with respect to any outstanding Eurodollar Rate
Loan, the Company shall be deemed to have elected to convert such Loan to a
Floating Rate Loan on the last day of the then-current Interest Period with
respect to such Loan.

3.6 DISCRETION OF THE BANKS AS TO MANNER OF FUNDING. Notwithstanding
any provision of this Agreement to the contrary, each Bank shall be entitled
to fund and maintain its funding of all or any part of its portion of the
Loans in any manner it sees fit, it being understood, however that for the
purposes of this Agreement all determinations hereunder shall be made as if
each Bank had actually funded and maintained each Eurodollar Rate Loan during
each related Interest Period through the purchase of deposits in the relevant
interbank market having a maturity corresponding to such related Interest
Period and bearing an interest rate equal to the Eurodollar Rate for such
Interest Period.

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ARTICLE IV. PAYMENTS AND PREPAYMENTS OF LOANS

4.1 PRINCIPAL PAYMENTS. Unless earlier payment is required under this
Agreement, the Company shall pay to the Banks on the Termination Date the
outstanding principal amount of the Loans.

4.2 INTEREST PAYMENTS. The Company shall pay interest to the Banks on
the unpaid principal amount of each Loan, for the period commencing on the
date such Loan is made until such Loan is paid in full, on each Interest
Payment Date and at maturity (whether at stated maturity, by acceleration or
otherwise), and thereafter on demand, at the following rates per annum:

(a) During such periods that such Loan is a Floating Rate Loan,
the Prime Rate.

(b) During such periods that such Loan is an Eurodollar Rate Loan,
the Eurodollar Rate applicable to such Loan for each related Eurodollar
Interest Period.

(c) Notwithstanding any of the foregoing paragraphs, the Company
hereby agrees to pay interest on demand at the Overdue Rate on the outstanding
principal amount of any Loan and any other amount payable by the Company
hereunder (other than interest) commencing upon the occurrence and continuing
thereafter during the continuance of any Event of Default.

4.3 OPTIONAL PREPAYMENT. The Company may at any time and from time to
time prepay all or a portion of the Loans without premium or penalty, provided
that the Company may not prepay any portion of any such Loan as to which an
election for a continuation of or a conversion to any Eurodollar Rate Loan is
pending pursuant to Section 3.5 and, provided, further, that unless earlier
payment is required under this Agreement, any such Eurodollar Rate Loan may
only be prepaid on the last day of the then-current Interest Period with
respect to such Loan.

4.4 MANDATORY PREPAYMENT. In addition to all other payments and
prepayments made by the Company on the Loans, if at any time the aggregate
Loans exceed the aggregate Commitment of the Banks, the Company shall
forthwith pay to the Banks an amount not less than the amount of such excess.

4.5 PAYMENT METHOD. All payments to be made by the Company hereunder
will be made in Dollars and in immediately available funds to the Agent for the
account of the Banks at its address set forth in Section 10.2 not later than
11:00 a.m. Detroit time on the date on which such payment shall become due.
Payments received after 11:00 a.m. Detroit time shall be deemed to be payments
made prior to 11:00 a.m. Detroit time on the next succeeding Business Day. At
the time of making each such payment, the Company shall specify to the Agent
that obligation of the Company hereunder to which such payment is to be applied
or, in the event that the Company fails to so specify or if an Event of Default
shall have occurred and be continuing, the Agent may apply such payments as it

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may determine in its sole discretion. On the day such payments are deemed
received, the Agent shall remit to the Banks their pro rata shares of such
payments, in immediately available funds, (a) in the case of payments of
principal of and interest on the Loans, determined with respect to each such
Bank by the ratio which the outstanding principal balance of its Note bears to
the outstanding principal amount of all Notes, and (b) in the case of fees
paid pursuant to Article II and other amounts payable hereunder, determined
with respect to each such Bank by the ratio which the Commitment of such Bank
bears to the Commitments of all the Banks.

4.6 NO SETOFF OR DEDUCTION. All payments of principal of and interest on
the Loans and other amounts payable by the Company hereunder shall be made by
the Company without setoff or counterclaim, and free and clear of, and without
deduction or withholding for, or on account of, any present or future taxes,
levies, imposts, duties, fees, assessments, or other charges of whatever
nature, imposed by any governmental authority, or by any department, agency or
other political subdivision or taxing authority.

4.7 PAYMENT ON NON-BUSINESS DAY; PAYMENT COMPUTATIONS. Except as
otherwise provided in this Agreement to the contrary, whenever any installment
of principal of, or interest on, any Loan outstanding hereunder or any other
amount due hereunder becomes due and payable on a day which is not a Business
Day, the maturity thereof shall be extended to the next succeeding Business Day
and, in the case of any installment of principal, interest shall be payable
thereon at the rate per annum determined in accordance with this Agreement
during such extension. Computations of interest and other amounts due under
this Agreement shall be made on the basis of a year of 360 days for the actual
number of days elapsed, including the first day but excluding the last day of
the relevant period.

ARTICLE V. YIELD PROTECTION AND CONTINGENCIES

5.1 ADDITIONAL COSTS. In the event that the adoption after the Effective
Date of any applicable law, treaty, rule or regulation (whether domestic or
foreign), or any interpretation or administration after the Effective Date of
any applicable law, treaty, rule or regulation (whether domestic or foreign) by
any governmental authority charged with the interpretation or administration
thereof, or compliance by any Bank with any request or directive of any such
authority (whether or not having the force of law), shall (a) affect the basis
of taxation of payments to any Bank of any amounts payable by the Company under
this Agreement (other than federal or state income taxes or taxes imposed on
the overall net income of the Bank or the Michigan Single Business Tax), or (b)
shall impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by any Bank, or (c) shall impose any penalty or other condition with
respect to this Agreement, the Notes or the Loans, and the result of any of the
foregoing is to increase the cost to any Bank of making or maintaining any

-16-

Eurodollar Rate Loan or to reduce the amount of any sum receivable by such Bank
thereon, then, provided the Bank has complied with the notice provisions of
this Section 5.1, the Company shall pay to such Bank, from time to time upon
request by such Bank, additional amounts sufficient to compensate the Bank for
such increased cost to or reduced sum receivable by the Bank to the extent such
Bank is not expressly compensated therefor in the computation of the interest
rate applicable to such Loan. Any Bank seeking reimbursement shall give the
Company written notice, in reasonable detail, of the law, treaty, rule or
regulation, or any interpretation or administration thereof, which may give
rise to the increased cost or reduced sum receivable to the Bank and the
reimbursement obligation of the Company. Such notice, together with a detailed
statement as to the amount of such increased cost or reduced sum receivable,
prepared in good faith, shall be given to the Company within 90 days after such
Bank has actual notice of such law, treaty, rule or regulation, or any
applicable interpretation or administration thereof, and the Company shall make
payment to such Bank of the amount due within 15 days after receipt by the
Company of such notice and statement.

5.2 LIMITATION OF REQUESTS AND ELECTIONS. Notwithstanding any other
provision of this Agreement to the contrary, if, upon receiving a request for a
Eurodollar Rate Loan pursuant to Section 3.1, or a request for a continuation
of a Eurodollar Rate Loan as a Eurodollar Rate Loan of the then existing type
pursuant to Section 3.5, or conversion of a Loan to a Eurodollar Rate Loan
pursuant to Section 3.5, (a) in the case of any Eurodollar Rate Loan, deposits
in Dollars for periods comparable to the Interest Period elected by the Company
are not available to any Bank in the relevant inter-bank or secondary market,
or (b) the Eurodollar Rate will not adequately and fairly reflect the cost to
any Bank of making or maintaining the related Eurodollar Rate Loan, as the case
may be, or (c) by reason of national or international financial, political or
economic conditions or by reason of any applicable law, treaty, rule or
regulation (whether domestic or foreign) now or hereafter in effect, or the
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof, or compliance by any Bank
with any request or directive of such authority (whether or not having the
force of law), including without limitation exchange controls, it is
impracticable, unlawful or impossible for any Bank (i) to make the relevant
Eurodollar Rate Loan or (ii) to continue such Eurodollar Rate Loan as a
Eurodollar Rate Loan of the then existing type or (iii) to convert a Loan to
such a Eurodollar Rate Loan, then the Company shall not be entitled, so long
as such circumstances continue, to request a Eurodollar Rate Loan of the
affected type pursuant to Section 3.1 or a continuation of or conversion to a
Eurodollar Rate Loan of the affected type pursuant to Section 3.5. In the
event that such circumstances no longer exist, the Banks shall again consider
requests for Eurodollar Rate Loans of the affected type pursuant to Section
3.1, and requests for continuations of and conversions to Eurodollar Rate
Loans of the affected type pursuant to Section 3.5.

5.3 ILLEGALITY AND IMPOSSIBILITY. In the event that any applicable law,
treaty, rule or regulation (whether domestic or foreign) now or hereafter in

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effect and whether or not presently applicable to any Bank, or any
interpretation or administration thereof by any governmental authority charged
with the interpretation or administration thereof, or compliance by any Bank
with any request or directive of such authority (whether or not having the
force of law), including without limitation exchange controls, shall make it
unlawful or impossible for any Bank to maintain any Eurodollar Rate Loan under
this Agreement, the Company shall upon receipt of notice thereof from such
Bank, repay in full to all of the Banks the then outstanding principal amount
of each Eurodollar Rate Loan so affected together with all accrued interest
thereon to the date of payment and all amounts due to the Banks, if any, under
Section 5.5, (a) on the last day of the then-current Interest Period
applicable to such Loan if the Bank may lawfully continue to maintain such
Loan to such day, or (b) immediately if the Bank may not continue to maintain
such Loan to such day.

5.4 ADDITIONAL CONTINGENCIES. If by reason of the adoption after the
Effective Date of any applicable law, treaty, rule or regulation, or any
interpretation or administration after the Effective Date of any applicable
law, treaty, rule or regulation by any governmental authority charged with the
interpretation or administration thereof, or compliance by any Bank with any
request or directive of such authority (whether or not having the force of
law), the ability of the Agent to establish the Prime Rate shall be limited or
restricted (other than by limitations or restrictions affecting the charging
of interest generally), the Agent shall promptly provide notice thereof to the
Company and the Banks. Thereafter, the Company, the Agent and the Banks shall
negotiate with a view to agreeing to a mutually acceptable alternative basis
to make and maintain Floating Rate Loans. If an alternative basis is agreed
upon within 30 days after the date of such notice, it shall apply in
accordance with the terms of such agreement. If such alternative basis is not
agreed upon within such 30-day period, the Company shall on the 31st day after
such notice is given repay in full the then-outstanding principal amount of
each Floating Rate Loan so affected together with accrued interest thereon
(computed at the rate applicable to such Floating Rate Loans immediately
preceding the imposition of such limitations or restrictions for the period
after such imposition) and, during the continuance of such circumstances, the
Company shall not be entitled to request Floating Rate Loans so affected
pursuant to Section 3.1 or continuations of or conversions to Floating Rate
Loans so affected pursuant to Section 3.5.

5.5 INDEMNIFICATION. If the Company makes any payment of principal with
respect to any Eurodollar Rate Loan on any other date than the last day of an
Interest Period applicable thereto (whether pursuant to Section 4.4, Section
5.3, Section 8.2 or otherwise), or if the Company fails to borrow any
Eurodollar Rate Loan after notice has been given in accordance with Section
3.1 (except if such failure is due to circumstances described in Section 5.2),
or fails to make any payment of principal or interest in respect of a
Eurodollar Rate Loan when due, the Company shall reimburse each Bank on demand
for any resulting loss or expense incurred by each such Bank, including without
limitation any loss incurred in obtaining, liquidating or employing deposits

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from third parties, PROVIDED that (a) the Company shall not be required to
reimburse any Bank under this Section 5.5 for any such loss or expense not
attributable to the relevant Loan (i.e., the Loan with respect to which such
nonconforming payment is made, or the Loan that is not borrowed by the Company
after such notice is given, or the Loan with respect to which such due payment
is not made) being a Eurodollar Rate Loan, and (b) the Company shall have no
liability under this Section 5.5 with respect to any prepayment pursuant to
Section 5.3 that is required due to the application of any law, treaty, rule
or regulation, any interpretation or administration thereof, or any request or
directive, as the case may be, in effect prior to the Effective Date. A
detailed statement as to the amount of such loss or expense, prepared in good
faith and submitted by such Bank to the Company, shall be prima facie evidence
of the amount thereof.

5.6 CAPITAL ADEQUACY. In the event that the adoption after the
Effective Date of any applicable law, treaty, rule or regulation (whether
domestic or foreign), or any interpretation or administration after the
Effective Date of any applicable law, treaty, rule or regulation by any
governmental authority charged with the interpretation or administration
thereof, or compliance by any Bank or any corporation controlling such Bank
with any request or directive of any such authority (whether or not having
force of law) regarding capital adequacy or a change therein, or compliance by
any Bank, any such controlling corporation or any of their branches with any
request or directive regarding capital adequacy of any such authority, has or
would have the effect of reducing the rate of return on such Bank's or such
controlling corporation's capital as a consequence of its obligations
hereunder to a level below that which such Bank or such controlling
corporation would have achieved but for any of the foregoing by an amount
deemed by such Bank to be material, the Company shall pay to such Bank, from
time to time upon request by such Bank, additional amounts sufficient to
compensate such Bank or such controlling corporation for such reduction,
PROVIDED that the Company shall not be required to pay such compensation to
any Bank or corporation controlling such Bank, as the case may be, to the
extent such reduction is attributable to any such law, treaty, rule or
regulation, or interpretation or administration thereof, or request or
directive, as the case may be, that is not generally applicable to (a) in the
case of each Bank that is a national bank, all national banks, or (b) in the
case of any of the Banks, all banks organized under the same authority as such
Bank (i.e., if such Bank is a State of Michigan chartered bank, all State of
Michigan chartered banks and if such Bank is a federal savings bank, all
federal savings banks, etc.) in any of the states in which such Bank has an
office. Any Bank seeking reimbursement shall give the Company written notice,
and reasonable detail, of the law, treaty, rule or regulation, or any
interpretation or administration thereof, which may give rise to the increased
cost or reduced sum receivable to the Bank or such controlling corporation and
the reimbursement obligation of the Company. Such notice, together with a
detailed statement as to the amount of such increased cost or reduce some
receivable, prepared in good faith, shall be given to the Company within

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ninety (90) days after such Bank has actual notice of such law, treaty, rule
or regulation, or any applicable interpretation or administration thereof, and
the Company shall make payment to such Bank of the amount due within fifteen
(15) days after receipt by the Company of such notice and statement.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that:

6.1 CORPORATE EXISTENCE AND POWER. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware and is duly qualified to do business in each additional
jurisdiction in which (a) such qualification is necessary under applicable law
and (b) the failure to be so qualified would have a material adverse effect on
the properties, business, prospects, profits or condition (financial or
otherwise) of the Company or of the Company and its Subsidiaries taken as a
whole. The Company has all requisite corporate power to own its properties
and to carry on its business as now being conducted and as proposed to be
conducted, and to execute and deliver this Agreement and the Notes and to
engage in the transactions contemplated by this Agreement.

6.2 CORPORATE AUTHORITY. The execution, delivery and performance by the
Company of this Agreement and the Notes are within its corporate powers, have
been duly authorized by all necessary corporate action and are not in
contravention of any law, rule or regulation, or any judgment, decree, writ,
injunction, order or award of any arbitrator, court or governmental authority,
or of the terms of the Company's charter or by-laws, or of any contract or
undertaking to which the Company is a party or by which the Company or its
property may be bound or affected.

6.3 BINDING EFFECT. This Agreement is, and the Notes when delivered
hereunder will be, legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting enforcement of creditors'
rights generally and by general principles of equity (whether applied in a
proceeding at law or in equity).

6.4 SUBSIDIARIES. SCHEDULE 6.4 hereto correctly sets forth the
corporate name, jurisdiction of incorporation and ownership percentage with
respect to each Subsidiary of the Company. Each such Subsidiary and each
corporation becoming a Subsidiary of the Company after the date hereof is and
will be a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and is and will be duly
qualified to do business in each additional jurisdiction in which (a) such
qualification is necessary under applicable law and (b) the failure to be so
qualified would have a material adverse effect on the properties, business,

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prospects, profits or condition (financial or otherwise) of the Company or of
the Company and its Subsidiaries taken as a whole. Each Subsidiary of the
Company has and will have all requisite corporate power to own its properties
and to carry on its business as now being conducted and as proposed to be
conducted. All outstanding shares of capital stock of each class of each
Subsidiary of the Company have been and will be validly issued and are fully
paid and nonassessable and, except as otherwise indicated in SCHEDULE 6.4
hereto or disclosed in writing to the Banks from time to time, are and will
be owned, beneficially and of record, by the Company or another Subsidiary
of the Company free and clear of any liens, charges, encumbrances or rights
of others whatsoever.

6.5 LITIGATION. Except as disclosed on SCHEDULE 6.5 hereto, there is no
action, suit or proceeding pending or, to the best of the Company's knowledge,
threatened against or affecting the Company or any of its Subsidiaries before
or by any court, governmental authority, or arbitrator, which if adversely
decided might result, either individually or collectively, in any material
adverse change in the business, properties, operations or conditions, financial
or otherwise, of the Company or of the Company and its Subsidiaries taken as a
whole, and, to the best of the Company's knowledge, there is no basis for any
such action, suit or proceeding.

6.6 FINANCIAL CONDITION. The consolidated balance sheet of the Company
and its Subsidiaries and the consolidated statements of income, retained
earnings and changes in financial position of the Company and its Subsidiaries
for the fiscal year ended December 31, 1995, and certified by Ernst & Young,
independent certified public accountants, and the interim consolidated balance
sheet and interim consolidated statements of income, retained earnings and
changes in financial position of the Company and its Subsidiaries, as of or
for the third quarter ended on September 7, 1996, copies of which have been
furnished to the Banks, fairly present the consolidated financial position
of the Company and its Subsidiaries as at the respective dates thereof, and
the consolidated results of operations of the Company and its Subsidiaries
for the respective periods indicated, all in accordance with generally
accepted accounting principles consistently applied (subject, in the case of
said interim statements, to year-end audit adjustments). There has been no
material adverse change in the business, properties, operations or condition,
financial or otherwise, of the Company or of the Company and its Subsidiaries
taken as a whole, since December 31, 1995.

6.7 USE OF LOANS. Neither the Company nor any of its Subsidiaries
extends or maintains, in the ordinary course of business, credit for the
purpose, whether immediate, incidental, or ultimate, of buying or carrying
margin stock (within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System), and no part of the proceeds of any Loan will be
used for the purpose, whether immediate, incidental, or ultimate, of buying or
carrying any such margin stock or maintaining or extending credit to others
for such purpose.

-21-

6.8 CONSENTS, ETC. No consent, approval or authorization of or
declaration, registration or filing with any governmental authority or any
nongovernmental Person or entity, including without limitation any creditor or
stockholder of the Company or any of its Subsidiaries, is required on the part
of the Company in connection with the execution, delivery and performance of
this Agreement or the Notes or the transactions contemplated hereby or as a
condition to the legality, validity or enforceability of this Agreement or
the Notes.

6.9 TAXES. The Company and its Subsidiaries have filed all tax returns
(federal, state and local) required to be filed and have paid all taxes shown
thereon to be due, including interest and penalties, or have established
adequate financial reserves on their respective books and records for payment
thereof.

6.10 TITLE TO PROPERTIES. Except as set forth in the financial statements
described in Section 6.6 or as otherwise disclosed in the financial statements
delivered pursuant to Section 7.1(d), the Company and its Subsidiaries have
good and marketable title to, and valid indefeasible ownership interests in,
all of their respective material properties and assets free and clear of any
lien, charge, security interest or other encumbrance of any kind, except such
as are permitted by Section 7.2(e).

6.11 EXISTING NOTE AGREEMENTS. There is no default under any Existing
Note Agreement, as amended or modified from time to time, or under any
agreement, document or instrument issued in exchange or substitution therefor
or as a supplement thereto, nor is there any event or condition which would,
unless sooner cured, become such a default with notice or lapse of time, or
both.

6.12 ENVIRONMENTAL AND SAFETY MATTERS. Except as described on SCHEDULE
6.12 attached hereto, (a) the Company and each Subsidiary is in substantial
compliance with all federal, state and local laws, ordinances and regulations
relating to safety and industrial hygiene or to the environmental condition,
including without limitation all Environmental Laws in jurisdictions in which
the Company or any Subsidiary owns or operates, or has owned or operated, a
facility or site, or arranges or has arranged for disposal or treatment of
hazardous substances, solid waste, or other wastes, accepts or has accepted
for transport any hazardous substances, solid wastes or other wastes or holds
or has held any interest in real property or otherwise; (b) no material demand,
claim, notice, suit, suit in equity, action, administrative action,
investigation or inquiry whether brought by any governmental authority, private
Person or entity or otherwise, arising under, relating to or in connection with
any Environmental Laws is pending or threatened against the Company or any of
its Subsidiaries, any real property in which the Company or any such Subsidiary
holds or has held an interest or any past or present operation of the Company
or any Subsidiary; (c) neither the Company nor any of its Subsidiaries (i) is
the subject of any federal or state investigation evaluating whether any

-22-

remedial action is needed to respond to a release of any toxic substances,
radioactive materials, hazardous wastes or related materials into the
environment, (ii) has received any notice of any toxic substances, radioactive
materials, hazardous waste or related materials in, or upon any of its
properties in violation of any Environmental Laws, or (iii) knows of any basis
for any such investigation, notice or violation; and (d)no material release,
threatened release or disposal of hazardous waste, solid waste or other wastes
is occurring or has occurred on, under or to any real property in which the
Company or any of its Subsidiaries holds any interest or performs any of its
operations, in violation of any Environmental Law. Notwithstanding the
foregoing, the Company will not be in default or breach of this Section unless
and until any of the events or matters referenced in this Section is reasonably
expected to result in any material adverse change in the business, operations,
properties, or condition, financial or otherwise, of the Company and its
Subsidiaries, on a consolidated basis.

6.13 INDEBTEDNESS. All Indebtedness of the Company and its Subsidiaries
in a principal amount equal to or greater than $100,000, other than the
Existing Note Agreements, is listed on SCHEDULE 6.13 hereto.

ARTICLE VII. COVENANTS

7.1 AFFIRMATIVE COVENANTS. The Company covenants and agrees that, until the
Termination Date and thereafter until the payment in full of the principal of
and accrued interest on the Notes and the performance of all other obligations
of the Company under this Agreement, unless the Majority Banks shall otherwise
consent in writing, it shall, and except as to subsection (d), shall cause
each of its Subsidiaries to:

(a) PRESERVATION OF CORPORATE EXISTENCE, ETC. Except as otherwise
permitted under Section 7.2(f), preserve and maintain its corporate existence,
rights, privileges, licenses, franchises and permits and qualify and remain
qualified as a validly existing corporation in good standing in each
jurisdiction where the failure to so qualify and be in good standing would
have a material adverse effect on the business, property, operations or
condition, financial or otherwise, of the Company or of the Company and its
Subsidiaries taken as a whole.

(b) COMPLIANCE WITH LAWS, ETC. Comply in all material respects
with all applicable laws, rules, regulations and orders of any governmental
authority (compliance to include, without limitation, paying before the same
become delinquent all taxes, assessments and governmental charges imposed upon
it or upon its property), noncompliance with which could materially and
adversely affect the financial condition or operations of the Company or of
the Company and its Subsidiaries taken as a whole, or the legality, validity
or enforceability of this Agreement or the Notes, except to the extent that

-23-

compliance with any of the foregoing is then being contested in good faith by
appropriate legal proceedings and with respect to which adequate financial
reserves have been established on the books and records of the Company or such
Subsidiary.

(c) MAINTENANCE OF INSURANCE. Maintain insurance with responsible
and reputable insurance companies or associations in such amounts and covering
such risks as is usually carried by companies engaged in similar businesses
and owning similar properties similarly situated.

(d) REPORTING REQUIREMENTS. Furnish to the Banks the following:

(i) Immediately after becoming aware of the occurrence of any
Event of Default or any event or condition which, with notice or lapse of
time, or both, would constitute an Event of Default, a statement of the
chief financial officer of the Company setting forth details of such Event
of Default or such event or condition and the action which the Company has
taken and proposes to take with respect thereto;

(ii) As soon as available and in any event within 45 days
after the end of each of the first three fiscal quarters of each fiscal
year of the Company, the consolidated balance sheet of the Company and its
Subsidiaries as of the end of such quarter, and the related consolidated
statements of income, retained earnings and changes in financial position
for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding date or
period of the preceding fiscal year, all in reasonable detail and duly
certified (subject to year-end and audit adjustments) by the chief
financial officer of the Company as having been prepared in accordance
with generally acceptable accounting principles, together with a
certificate of the chief financial officer of the Company stating (A)
that no Event of Default or event or condition which, with notice or
lapse of time, or both, would constitute an Event of Default, has
occurred and is continuing or, if an Event of Default or such an event
or condition has occurred and is continuing, a statement setting
forth the details thereof and the action which the Company has taken and
proposes to take with respect thereto, and (B) that a computation (which
computation shall accompany such certificate and shall be in reasonable
detail) showing whether compliance with Sections 7.2(a), (b) (c) and (h)
is in conformity with the terms of this Agreement;

(iii) As soon as available and in any event within 90 days
after the end of each fiscal year of the Company, a copy of the
consolidated balance sheet of the Company and its Subsidiaries as of
the end of such fiscal year and the related consolidated statements of
income, retained earnings and changes in financial position of the
Company and its Subsidiaries for such fiscal year, with a customary
audit report of Ernst & Young or other independent certified public

-24-

accountants selected by the Company and acceptable to the Agent, without
qualifications unacceptable to either the Agent or the Majority Banks,
together with a certificate of such accountants stating (A) that they
have reviewed this Agreement and stating further whether, in the course
of their review of such financial statements, they have become aware of
any Event of Default or any event or condition which, with notice or
lapse of time, or both, would constitute an Event of Default and, if
such an Event of Default or such a condition or event then exists and
is continuing, a statement setting forth the nature and status thereof,
and (B) that a computation by the Company (which computation shall
accompany such certificate and shall be in reasonable detail) showing
whether compliance with Sections 7.2(a), (b), (c) and (h)), is in
conformity with the terms of this Agreement;

(iv) Promptly after the sending or filing thereof, copies of
all reports, proxy statements and financial statements which the Company
or any of its Subsidiaries sends to any of their respective security
holders or to any securities exchange or to the Securities and Exchange
Commission or any successor agency thereof;

(v) Promptly, written notice of any extension, renewal,
supplement, amendment, modification, substitution, restatement or
replacement of, to or for any Existing Note Agreement, together with a
copy of such extension, renewal, supplement, amendment, modification,
substitution, restatement or replacement, as the case may be, and all
documents issued in connection therewith; and

(vi) Promptly, such other information regarding the business,
properties or the condition or operations, financial or otherwise, of the
Company or any of it Subsidiaries as any Bank may from time to time
reasonably request.

(e) ACCESS TO RECORDS, BOOKS, ETC. At any reasonable time and from
time to time, permit any Bank or any agents or representatives thereof to
examine and make copies of and abstracts from the records and books of account
of, and visit the properties of, the Company and its Subsidiaries, and to
discuss the affairs, finances and accounts of the Company and its Subsidiaries
with their respective officers and employees.

7.2 NEGATIVE COVENANTS. Until the Termination Date and thereafter until
payment in full of the principal of and accrued interest on the Notes and the
performance of all other obligations of the Company under this Agreement, the
Company agrees that, unless the Majority Banks shall otherwise consent in
writing, it shall not itself and shall not permit any Subsidiary to:

(a) TANGIBLE NET WORTH. Permit or suffer consolidated Tangible Net
Worth of the Company and its Subsidiaries to be less than the sum of (i)
$170,000,000 plus (ii) an amount equal to 40% of the Net Income of the Company

-25-

and its Subsidiaries for each fiscal year of the Company, such Net Income for
each fiscal year of the Company to be added effective as of the last day of
such fiscal year, commencing with the fiscal year ending December 31, 1996,
provided that if such Net Income is negative in any fiscal year, it shall not
be subtracted from the amount required to be maintained pursuant to this
subsection or from any future amount to be added to the amount of Tangible Net
Worth to be maintained under this subsection.

(b) TOTAL LIABILITIES TO TANGIBLE NET WORTH. Permit or suffer the
ratio of consolidated Total Liabilities of the Company and its Subsidiaries to
consolidated Tangible Net Worth of the Company and its Subsidiaries to be
greater than 1.5 to 1.0 at any time.

(c) FIXED CHARGE COVERAGE RATIO. Permit or suffer, as of the end of
any fiscal quarter of the Company, the ratio of (i) the consolidated Net Income
Available for Fixed Charges for the four fiscal quarters then ending to (ii) the
consolidated Fixed Charges of the Company and its Subsidiaries for such four
fiscal quarters (the "Fixed Charge Coverage Ratio") to be less than 1.7 to 1.0.

(d) INDEBTEDNESS. Create, incur, assume, guaranty or in any manner
become liable in respect of, or suffer to exist, at any time any Funded Debt or
Guaranty other than any Funded Debt or Guaranty permitted by Section 5.8, or
5.11, respectively, of the Existing Note Agreements (including all subsections
thereof as modified below), which entire Sections 5.8 and 5.11 of the Existing
Note Agreements as modified below, together with definitions of defined terms
used therein and exhibits referred to therein, is by this reference
incorporated and made a part of this Agreement with the same force and effect
as though herein set forth in full, except that reference to "20% of
Consolidated Adjusted Net Worth" contained in Section 5.8(a)(3) of the Existing
Note Agreements as incorporated herein shall be deemed reference to 20% of
consolidated Tangible Net Worth (as defined in this Agreement) of the Company
and its Subsidiaries.

(e) LIENS. Create, incur or suffer to exist, any lien (including
without limitation any pledge, mortgage, title retaining contract or other type
of security interest, hereinafter "Liens") to exist on any of its property,
real, Personal or mixed, tangible or intangible, whether now owned or hereafter
acquired, except Liens permitted by Section 5.9 of the Existing Note Agreements
(including all subsections thereof) as modified below, which entire Section 5.9
of the Existing Note Agreements as modified below, together with defined terms
used therein and exhibits referred to therein, is by this reference
incorporated in and made a part of this Agreement with the same force and
effect as though herein set forth in full, except that (A) Section 5.9(A)(7)
of the Existing Note Agreements is excluded and not incorporated herein, and
all Liens described in such Section 5.9(a)(7) shall not be permitted unless
otherwise permitted by Section 5.9(a)(9) of the Existing Note Agreements as
incorporated herein; and (B) reference to "20% of Consolidated Adjusted Net
Worth" contained in Section

-26-

5.8(a)(3) of the Existing Note Agreements (as incorporated herein pursuant to
Section 5.9(a)(9) of the Existing Note Agreements) shall be deemed reference
to 20% of consolidated Tangible Net Worth (as defined in this Agreement) of
the Company and its Subsidiaries.

(f) MERGER; SALE OF ASSETS; ETC. Sell, lease, transfer or otherwise
dispose of all or a substantial portion of its assets or business to any Person
or purchase or otherwise acquire all or a substantial portion of any assets of
any Person, or all or a substantial portion of the shares of stock of or other
ownership interest in any other Person, nor sell, lease, transfer, abandon or
otherwise dispose of assets, nor sell, pledge or otherwise dispose of any
shares of the stock (including as "stock" for the purposes of this Section any
options or warrants to purchase stock or other Securities exchangeable for or
convertible into stock) of a Subsidiary or any Debt of any Subsidiary, nor will
any Subsidiary issue, sell, pledge or otherwise dispose of any shares of its own
Subsidiary Stock; nor merge or consolidate with any other Person; provided,
however, (i) any of the foregoing shall be permitted if permitted under Section
5.10 of the Existing Note Agreements, which Section 5.10 of the Existing Note
Agreements (including all subsections thereof), together with all defined terms
used therein and exhibits referred to therein, is by this reference
incorporated in and made a part of this Agreement with the same force and effect
as though herein set forth in full, except that (A) Section 5.10(a)(3) of the
Existing Note Agreements is excluded and not incorporated herein, and all
transactions described therein shall not be permitted, and (B) all references in
Section 5.10(a)(2) of the Existing Note Agreements to the "Notes" and "this
Agreement" shall be deemed references to the Notes issued by the Company to the
Banks hereunder and this Agreement among the Company, the Banks and the Agent,
respectively, and all references in Section 5.10 of the Existing Note
Agreements to an "Event of Default" and "Default" shall mean an Event of
Default hereunder and any event or condition which with notice or lapse of
time, or both, would become such an Event of Default hereunder, respectively,
and (ii) any Subsidiary may be dissolved or merged out of existence so long as
any assets of such Subsidiary are transferred to the Company or any other
Subsidiary.

(g) NATURE OF BUSINESS. Engage in any business if, as a result, the
general nature of the business, taken on a consolidated basis, which would then
be engaged in by the Company and its Subsidiaries would be substantially
changed from the general nature of the business engaged in by the Company and
its Subsidiaries on the Effective Date.

(h) DEBT TO TANGIBLE NET WORTH OF SUBSIDIARIES. Permit or suffer
the ratio of (i) the consolidated Indebtedness of the Subsidiaries of the
Company to (ii) the consolidated Tangible Net Worth of the Company and its
Subsidiaries to be greater than 0.2 to 1.0 at any time.

Whenever any section or other provision of the Existing Note Agreements is
incorporated in Sections 7.2(d), (e) and (f) hereof or otherwise in this
Agreement, such sections and provisions shall be incorporated in the form

-27-

contained in the Existing Note Agreements in the form as certified by the
Company to the Banks as of the Effective Date and without giving effect to
any retroactive or other amendments thereto executed at any time unless
described in such certification and included therewith as of the Effective
Date, and such sections and provisions shall be and continue effective
regardless of whether the Existing Note Agreements continue in effect or the
promissory notes issued thereunder are paid, and no supplement, amendment,
modification, waiver, consent or termination of the Existing Note Agreements
made or granted after the Effective Date shall have any effect whatsoever upon
the sections and provisions thereof as they are incorporated herein.

ARTICLE VIII. DEFAULT

8.1 EVENTS OF DEFAULT. The occurrence of any one of the following
events or conditions shall be deemed an "Event of Default" hereunder unless
waived pursuant to Section 10.1:

(a) The Company shall (i) fail to pay when due any principal of the
Notes, or (ii) fail to pay within five days after the date when due any
interest on the Notes or any commitment or facility fees or any other amount
payable hereunder; or

(b) Any representation or warranty made by the Company in Article
VI hereof, or in any other document or certificate furnished by or on behalf of
the Company in connection with this Agreement, shall prove to have been
incorrect in any material respect when made; or

(c) The Company shall fail to perform or observe any term, covenant
or agreement contained in Section 7.2 other than subsection (e); or

(d) The Company shall fail to perform or observe any term, covenant
or agreement contained in subsection (e) of Section 7.2 and, if such failure
relates to a nonconsensual Lien, either (i) such failure shall remain
unremedied for 30 calendar days after the earlier of (1) the day on which the
President, the Chief Executive Officer, the Chief Financial Officer or the
Treasurer of the Company first obtains knowledge of such failure or (2) the
day on which notice of such failure is given to the Company by the Agent or
any Bank (the "Commencement Date") or (ii) the Company or its Subsidiary, as
the case may be, shall fail, before the expiration of 15 calendar days after
the Commencement Date, to begin, and at all times thereafter to continue, to
contest such nonconsensual Lien in good faith by appropriate legal
proceedings; or

(e) The Company shall fail to perform or observe any other term,
covenant or agreement contained in this Agreement (other than such failures
addressed in Sections 8.1(c) and (d) above), and any such failure shall remain
unremedied for 30 calendar days after notice thereof shall have been given to
the Company by the Agent or any Bank; or

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(f) (i) Any Indebtedness of the Company or any of its Subsidiaries
aggregating more than $5,000,000 (other than Indebtedness hereunder) becomes or
is declared to be due and payable prior to the stated maturity thereof as a
result of any default or event of default occurring with respect thereto, or
(ii) any part of the principal of, the premium, if any, or the interest on, or
any other payment of money due under, any Indebtedness of the Company or any of
its Subsidiaries aggregating more than $5,000,000 is not paid when due or
within the period of grace, if any, provided with respect thereto, or (iii) the
Company or any of its Subsidiaries fails to perform or observe any other
covenant or agreement contained in any document(s) evidencing or securing any
Indebtedness aggregating more than $5,000,000, or in any agreement(s) or
instrument(s) under which any such Indebtedness was issued or created, and such
nonperformance or nonconformity continues beyond the period of grace, if any,
provided with respect thereto, if the effect of such failure is to cause, or
permit the holder or holders of such Indebtedness (or a trustee on behalf of
such holder or holders) to cause, or permit any party to such document to
cause, any payment in respect of such Indebtedness aggregating more than
$5,000,000 to become due prior to their respective due dates, including
without limitation the occurrence of any event of default of the Company or
any of its Subsidiaries under any of the Existing Note Agreements; or

(g) One or more judgments or orders for the payment of money which,
together with other such judgments or orders which are not otherwise covered by
insurance or reserves, exceed the aggregate amount of $5,000,000, shall be
rendered against the Company or any of its Subsidiaries and (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment(s) or
order(s) in such aggregate amount and for a period of 20 consecutive days after
commencement of such proceedings (A) such judgment(s) or order(s) in such
aggregate amount shall have remained unsatisfied and (B) such proceedings shall
have remained unstayed, or (ii) for a period of 20 consecutive days, such
judgment(s) or order(s) in such aggregate amount shall have remained
unsatisfied and a stay of enforcement thereof, by reason of pending appeal or
otherwise, shall not have been in effect, or (iii) the total of such
judgment(s) or order(s) with respect to which at least one of the foregoing
clauses (i) and (ii) applies shall equal or exceed $5,000,000; or

(h) The occurrence of any "reportable event," as defined in ERISA,
which is finally determined after all applicable appeal periods have expired
to constitute grounds (i) for termination by the PBGC of any Plan maintained
by or on behalf of the Company or any trade or business (whether or not
incorporated) which together with the Company would be treated as a single
employer under Section 4001 of ERISA or (ii) for the appointment by the
appropriate United States District Court of a trustee to administer such Plan
and such reportable event is not corrected and such determination is not
revoked within 30 days after notice thereof has been given to the
administrator of such Plan or to the Company or such trade or business, as the
case may be; or the institution of proceedings by the PBGC to terminate any
such Plan or to appoint a trustee to administer such Plan and the failure of

-29-

the Company to (i) appropriately, diligently and in good faith successfully
contest such proceedings within the applicable required period therefor or
(ii) to establish adequate financial reserves on its books and records with
respect thereto; or the appointment of a trustee by the appropriate United
States District Court to administer any such Plan; or

(i) The Company or any of its Material Subsidiaries shall generally
not pay its debts as they become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the benefit
of creditors, or shall institute, or there shall be instituted against the
Company or any of its Material Subsidiaries, any proceeding or case seeking to
adjudicate it a bankrupt or insolvent or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief or protection of debtors or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property, and, if
such proceeding is instituted against the Company or such Material Subsidiary
and is being contested by the Company or such Material Subsidiary, as the case
may be, in good faith by appropriate proceedings, such proceedings shall
remain undismissed or unstayed for a period of 60 days; or the Company or such
Material Subsidiary shall take any action (corporate or other) to authorize or
further any of the actions described above in this subsection; or

(j) The occurrence of any Change of Control.

8.2 REMEDIES. (a) Upon the occurrence and during the continuance of any
Event of Default, the Agent shall, upon being directed to do so by the
Majority Banks, by notice to the Company terminate the Commitments or declare
the outstanding principal of, and accrued interest on, the Notes and all other
amounts due under this Agreement to be immediately due and payable, or both,
whereupon the Commitments shall terminate forthwith or all such amounts shall
become immediately due and payable, or both, as the case may be, PROVIDED
that in the case of any event or condition described in Section 8.1(i) with
respect to the Company, the Commitments shall automatically terminate forthwith
and all such amounts shall automatically become immediately due and payable
without notice; in each case without demand, presentment, protest, diligence,
notice of dishonor or other formality, all of which are hereby expressly
waived.

(b) Upon the occurrence and during the continuance of any Event of
Default, the Agent may, and upon being directed to do so by the Majority Banks
shall, in addition to the remedies provided in Section 8.2(a), enforce its
rights and those of the Banks either by suit in equity, or by action at law, or
by other appropriate proceedings, whether for the specific performance (to the
extent permitted by law) of any covenant or agreement contained in this

-30-

Agreement or in the Notes or in aid of the exercise of any power granted in
this Agreement or the Notes, and may enforce the payment of the Notes and any
of its other rights available to the Agent or the Banks at law or in equity.

(c) Upon the occurrence and during the continuance of any Event of
Default hereunder and, except for the occurrence of any Event or Default set
forth in Section 8.1(i), a declaration of acceleration pursuant to Section
8.2(a), each Bank may at any time and from time to time, without notice to the
Company (any requirement for such notice being expressly waived by the Company)
set off and apply against any and all of the obligations of the Company to the
Banks and the Agent now or hereafter existing under this Agreement any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Bank to or for the
credit or the account of the Company and any property of the Company from time
to time in possession of such Bank, irrespective of whether the Banks shall
have made any demand hereunder and although such obligations may be contingent
and unmatured. The rights of the Banks under this Section 8.2(c) are in
addition to other rights and remedies (including, without limitation, other
rights of setoff) which the Banks may have.

ARTICLE IX. THE AGENT AND THE BANKS

9.1 APPOINTMENT OF AGENT. NBD Bank is hereby appointed Agent for the
Banks and accepts such appointment and agrees to act as such upon the
conditions herein set forth. The Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement, and shall
not, by reason of this Agreement, have a fiduciary relationship with any Bank.

9.2 SCOPE OF AGENCY. Neither the Agent nor any of its directors,
officers or agents shall be liable for any action taken or omitted by any of
them hereunder or under the Notes, except for its, his or her own gross
negligence or willful misconduct and except as provided in Section 9.3; or be
responsible for any recitals, warranties or representations herein or in the
Notes or for the execution or validity of this Agreement or the Notes; or be
required to make any inquiry concerning the performance by the Company of any
of its obligations under this Agreement or the Notes. In the absence of gross
negligence or willful misconduct, the Agent shall be entitled to rely, without
liability therefor, upon any certificate or other document or other
communication believed by it to be genuine and correct and to have been signed
or sent by the proper officer or Person and upon the advice of legal counsel
(which may be legal counsel for the Company), independent public accountants
and other experts concerning all matters pertaining to the agency. The
Company agrees, upon demand, to pay or to reimburse the Agent for the payment
of all reasonable compensation of such counsel, accountants and other experts
and all other reasonable out-of-pocket expenses of the Agent. To the extent
that the Company shall fail to pay or to reimburse the Agent for the payment

-31-

of the same, each Bank shall reimburse the Agent pro rata in accordance with
the Commitments, and any such amount so paid shall be immediately due and
payable to the Banks by the Company. The Banks agree to indemnify the Agent
ratably in accordance with the Commitments for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in its capacity as
such in any way relating to or arising out of this Agreement or the
transactions contemplated hereby, provided that no Bank shall be liable for
any of the foregoing to the extent they arise from the Agent's gross
negligence or willful misconduct.

9.3 DUTIES OF AGENT. In carrying out the agency, the Agent shall have
only the duties and responsibilities expressly set forth in this Agreement and
in performing such duties and responsibilities the Agent shall exercise the
same degree of care as it would if the Loans were entirely for its own account,
but the Agent shall not be deemed to have knowledge of the occurrence of any
Event of Default, or any event or condition which with notice or lapse of time,
or both, could become such an Event of Default and need not take or continue
any action with respect thereto or toward the enforcement of this Agreement or
the Notes, nor prosecute or defend any suit with respect to this Agreement or
the Notes, unless directed to do so by the Majority Banks and unless
indemnified to its satisfaction against any loss, cost, liability or expense
which it might incur as a consequence of taking such action. The Agent may
employ agents and attorneys and shall not be answerable for the negligence or
misconduct of any such agents or attorneys selected by it with reasonable care.
The Agent in its capacity as a Bank hereunder shall have the same rights and
powers hereunder as any other Bank and may exercise the same as though it were
not acting as the Agent hereunder. Each Bank agrees that it has, independently
and without reliance on the Agent or any other Bank, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis of the Company and its Subsidiaries in connection with its decision to
enter into this Agreement and that it will, independently and without reliance
upon the Agent or any other Bank, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under this Agreement.

9.4 RESIGNATION OF AGENT. The Agent may resign as such at any time upon
30 days' prior written notice to the Company and the Banks. In the event of
any such resignation, the Majority Banks shall, by an instrument in writing
delivered to the Company and the Agent, appoint a successor which shall be an
incorporated bank or trust company. If a successor is not so appointed or does
not accept such appointment at least 5 days before the Agent's resignation
becomes effective, the Agent may appoint a temporary successor to act until
such appointment by the Majority Banks is made and accepted. Any successor to
the Agent shall execute and deliver to the Company and the Banks an instrument
accepting such appointment and thereupon such successor Agent, without further
act, deed, conveyance or transfer shall become vested with all of the

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properties, rights, interests, powers, authorities and obligations of its
predecessor hereunder with like effect as if originally named as Agent
hereunder. Upon request of such successor Agent, the Company and the Agent
ceasing to act shall execute and deliver such instruments of conveyance,
assignment and further assurance and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in such successor
Agent all such properties, rights, interests, powers, authorities and
obligations.

9.5 PRO RATA SHARING BY BANKS. Each Bank agrees with every other Bank
that, in the event that it shall receive and retain any payment on account of
any Note in excess of its pro rata portion, according to the principal amount
of the Notes then outstanding, of the payment due all of the Banks, whether
such payment be voluntary, involuntary or by operation of law, by application
of set-off of any indebtedness or otherwise, then such Bank shall promptly
purchase from the other Banks, without recourse, for cash and at face value,
ratably in accordance with the principal amount of the Notes then outstanding,
interests in the Notes of the other Banks in such an amount that each Bank
shall have received payment pro rata on account of the Notes in accordance
with the unpaid principal amount thereof then owing to it; PROVIDED, that if
any such purchase be made by any Bank and if any such excess payment relating
thereto or any part thereof is thereafter recovered from such Bank,
appropriate adjustment in the related purchase from the other Banks shall be
made by rescission and restoration of the purchase price as to the portion of
such excess payment so recovered. It is further agreed that, to the extent
there is then owing by the Company to any Bank Indebtedness other than that
evidenced by the Notes, to which such Bank may apply any involuntary payments
of indebtedness by the Company, including those resulting from exercise of
rights of set-off or similar rights, such Bank shall apply all such
involuntary payments first to obligations of the Company to the Banks
hereunder and under the Notes and then to such other Indebtedness owed to
such Bank by the Company.

ARTICLE X. MISCELLANEOUS

10.1 AMENDMENTS; ETC. This Agreement and any term or provision hereof may
be amended, waived or terminated by an instrument in writing executed by the
Company and the Majority Banks, provided that, except by an instrument in
writing executed by the Company and all of the Banks, no such amendment, waiver
or termination shall:

(a) Authorize or permit the extension of the time or times of
payment or prepayment of the principal of, or interest on, the Notes or any of
them, including without limitation amending the Termination Date, or the
increase or reduction in principal amount thereof or the reduction in the rate
of interest thereon, or the rate of any fees or compensating balances or any

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other modification in the terms of the payment or prepayment of the principal
of or interest on the Notes; or

(b) Amend or change the respective amounts of the Banks' Commitments
set forth in Section 2.1, or reduce the percentage of the aggregate principal
amount of the Notes required by the provisions of this Section for the taking
of any action under this Section 10.1; or

(c) Permit the termination of the obligations of any Bank hereunder,
provided that upon any such termination, (i) the Company shall have the option
to select a bank to replace such terminating Bank and to assume the rights and
obligations of such Bank hereunder, provided that such replacement bank is
acceptable to each non-terminating Bank, and (ii) in the event that such
terminating Bank is not so replaced, each non-terminating Bank shall be
entitled, but shall not be obligated, to increase its Commitment by an amount
equal to that amount of the terminating Bank's Commitment bearing the same
ratio to such terminating Bank's Commitment as such non-terminating Bank's
Commitment bears to the aggregate Commitment of all non-terminating Banks. In
the event that any non-terminating Bank shall not elect to increase its
Commitment as specified in clause (ii), each Bank making such election shall
be entitled, but shall not be obligated, to further increase its Commitment by
an amount equal to that amount of each non-electing Bank's Commitment bearing
the same ratio to such non-electing Bank's Commitment as such electing Bank's
Commitment bears to the aggregate Commitment of all electing Banks. The
procedure set forth in the preceding sentence shall be followed until the
entire Commitment of the terminating Bank is allocated or until no
non-terminating Bank shall desire to further increase its Commitment.

Any such amendment, waiver or termination shall be effective only in the
specific instance and for the specific purpose for which given.

10.2 NOTICES. (a) Except as otherwise provided in Section 10.2(c), all
notices, requests, consents and other communications hereunder shall be in
writing and shall be delivered or sent to the Company at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer; and to the Agent at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Michigan Banking
Division; and to the Banks at the respective addresses for notices set forth
on the signature pages hereof, or to such other address as may be designated
by the Company, the Agent or any Bank by notice to the other parties hereto.
All notices shall be deemed to have been given at the time of actual delivery
thereof to such address or, if sent by the Agent or any Bank to the Company by
certified or registered mail, postage prepaid, to such address, on the date of
mailing.

(b) Notices by the Company with respect to terminations or
reductions of the Commitments pursuant to Section 2.2, requests for Loans
pursuant to Section 3.1, requests for continuations or conversions of Loans

-34-

pursuant to Section 3.5 and notices of prepayment pursuant to Section 4.3 shall
be irrevocable and binding on the Company.

(c) Any notice to be given by the Company to the Banks pursuant to
Sections 3.1, 3.5 or 4.3 and any notice to be given by the Banks hereunder, may
be given by telephone or by facsimile transmission and must be immediately
confirmed in writing in the manner provided in Section 10.2(a). Any such
notice given by telephone and facsimile transmission shall be deemed effective
upon receipt thereof by the party to whom such notice is given.

10.3 CONDUCT NO WAIVER; REMEDIES CUMULATIVE. No course of dealing on the
part of the Agent or the Banks, nor any delay or failure on the part of the
Agent or the Banks in exercising any right, power or privilege hereunder shall
operate as a waiver of such right or privilege or otherwise prejudice the
Agent's or any Bank's rights and remedies hereunder; nor shall any single or
partial exercise thereof preclude any further exercise thereof or the exercise
of any other right, power or privilege. No right or remedy conferred upon or
reserved to the Banks under this Agreement is intended to be exclusive of any
other right or remedy, and every right and remedy shall be cumulative and in
addition to every other right or remedy given hereunder or now or hereafter
existing under any applicable law. Every right and remedy given by this
Agreement or by applicable law to the Agent or the Banks may be exercised from
time to time and as often as may be deemed expedient by them.

10.4 RELIANCE ON AND SURVIVAL OF VARIOUS PROVISIONS. All terms,
covenants, agreements, representations and warranties of the Company made
herein or in any certificate or other document delivered pursuant hereto shall
be deemed to be material and to have been relied upon by each Bank,
notwithstanding any investigation heretofore or hereafter made by any Bank or
on any Bank's behalf, and those covenants and agreements of the Company set
forth in Article V and in Section 10.5 shall survive the repayment in full of
the Loans and the termination of the Commitments.

10.5 EXPENSES. The Company agrees to pay and save the Agent and the Banks
harmless from liability for the payment of (a) the reasonable fees and expenses
of Dickinson, Wright, Moon, Van Dusen & ▇▇▇▇▇▇▇, counsel for the Agent, in
connection with the preparation, execution and delivery of this Agreement and
the Notes and the consummation of the transactions contemplated hereby, and in
connection with any amendments, waivers or consents in connection therewith,
and (b) all reasonable costs and expenses of the Agent and the Banks (including
reasonable fees and expenses of counsel) in connection with any Event of
Default or the enforcement of this Agreement or the Notes.

10.6 SUCCESSORS AND ASSIGNS. (a) This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, PROVIDED that the Company may not, without the prior consent of
the Banks, assign its rights or obligations hereunder or under the Notes and

-35-

the Banks shall not be obligated to make any Loan hereunder to any entity
other than the Company.

(b) Any Bank may sell a participation interest to any financial
institution or institutions, and such financial institution or institutions may
further sell, a participation interest (undivided or divided) in, the Loans and
such Bank's rights and benefits under this Agreement and the Notes, and to the
extent of that participation, such participant or participants shall have no
rights or benefits against the Company hereunder, PROVIDED, HOWEVER, that (i)
such Bank's obligations under this Agreement shall remain unmodified and fully
effective and enforceable against such Bank, (ii) such Bank shall remain solely
responsible to the other parties hereto for the performance of such
obligations, (iii) such Bank shall remain the holder of its Note for all
purposes of this agreement, (iv) the Company, the Agent and the other Banks
shall continue to deal solely and directly with such Bank in connection with
such Bank's rights and obligations under this Agreement, and (v) such Bank shall
not grant to its participant any rights to consent or withhold consent to any
action taken by such Bank or the Agent under this Agreement other than action
requiring the consent of all of the Banks hereunder.

(c) Each Bank may, with the prior consent of the Company and the
Agent (and not otherwise), assign to one or more banks or other entities all or
a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Loans owing to it
and the Note or Notes held by it); PROVIDED, HOWEVER, that (i) each such
assignment shall be of a uniform, and not a varying, percentage of all rights
and obligations, (ii) except in the case of an assignment of all of a Bank's
rights and obligations under this Agreement, (A) the amount of the Commitment
of the assigning Bank being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than $5,000,000, and in integral
multiples of $1,000,000 thereafter, or such lesser amount as the Company and
the Agent may consent to and (B) after giving effect to each such assignment,
the amount of the Commitment of the assigning Bank when the Commitments are at
their lower amounts shall in no event be less than $5,000,000, and (iii) the
parties to each such assignment shall execute and deliver to the Agent, for
its acceptance and recording, an Assignment and Acceptance in the form of
Exhibit D hereto (an "Assignment and Acceptance"), together with any Note or
Notes subject to such assignment and a processing fee of $5,000. Upon such
execution, delivery, acceptance and recording, from and after the effective
date specified in such Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and Acceptance,
have the rights and obligations of a Bank hereunder and (y) the Bank assignor
thereunder shall, to the extent that rights and obligations hereunder have
been assigned by it pursuant to such Assignment and Acceptance, relinquish its
rights and be released from its obligations under this Agreement (and, in the

-36-

case of an Assignment and Acceptance covering all of the remaining portion of
an assigning Bank's rights and obligations under this Agreement, such Bank
shall cease to be a party hereto).

(d) The Agent shall at all times maintain a minimum Commitment of
$10,000,000, unless such Commitment is terminated pursuant to Section 2.2 or
8.2.

10.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart, and this Agreement shall enter into force and effect only
if counterparts executed by the Company and by each Bank named in Section
2.1(a) are returned to and executed by the Agent. Upon such execution by the
Agent, this Agreement shall be deemed effective as of the Effective Date.

10.8 GOVERNING LAW. This Agreement is a contract made under, and the
rights and obligations of the parties hereunder shall be governed by and
construed in accordance with, the laws of the State of Michigan applicable to
contracts made and to be performed entirely within such State.

10.9 HEADINGS. The headings of the various subdivisions hereof are for
the convenience of reference only and shall in no way modify any of the terms
or provisions hereof.

10.10 CONSTRUCTION OF CERTAIN PROVISIONS. All computations required
hereunder and all financial terms used herein shall be made or construed in
accordance with generally accepted accounting principles unless such principles
are inconsistent with the express requirements of this Agreement. If any
provision of this Agreement refers to any action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person, whether or
not expressly specified in such provision.

10.11 INTEGRATION AND SEVERABILITY. This Agreement embodies the
entire agreement and understanding among the Company, the Agent and the Banks,
and supersedes all prior agreements and understandings relating to the subject
matter hereof. In case any one or more of the obligations of the Company under
this Agreement or the Notes shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
obligations of the Company shall not in any way be affected or impaired thereby,
and such invalidity, illegality or enforceability in one jurisdiction shall not
affect the validity, legality or enforceability of the obligations of the
Company under this Agreement or the Notes in any other jurisdiction.

10.12 INTEREST RATE LIMITATION. Notwithstanding any provisions of this
Agreement or the Notes, in no event shall the amount of interest paid or agreed
to be paid by the Company exceed an amount computed at the highest rate of

-37-

interest permissible under applicable law. If, from any circumstances
whatsoever, fulfillment of any provision of this Agreement or the Notes at the
time performance of such provision shall be due, shall involve exceeding the
interest rate limitation validly prescribed by law which a court of competent
jurisdiction may deem applicable hereto, then, IPSO FACTO, the obligations to
be fulfilled shall be reduced to an amount computed at the highest rate of
interest permissible under applicable law, and if for any reason whatsoever
the Banks shall ever receive as interest an amount which would be deemed
unlawful under such applicable law, such interest shall be automatically
applied to the payment of principal of the Loans outstanding hereunder
(whether or not then due and payable) and not to the payment of interest, or
shall be refunded to the Company if such principal has been paid in full.

10.13 INDEPENDENCE OF COVENANTS. All covenants contained herein shall
be given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitation of, another covenant shall
not avoid the occurrence of an Event of Default if such action is taken or
condition exits.

10.14 WAIVER OF JURY TRIAL. THE Banks and the Agent and the Company,
after consulting or having had the opportunity to consult with counsel,
knowingly, voluntarily and intentionally waive any right any of them may have
to a trial by jury in any litigation based upon or arising out of this
Agreement or any related instrument or agreement or any of the transactions
contemplated by this Agreement or any course of conduct, dealing, statement
(whether oral or written) or actions of any of them. Neither any Bank, the
Agent, nor the Company shall seek to consolidate, by counterclaim or otherwise,
any such action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived. These provisions shall
not be deemed to have been modified in any respect or relinquished by any party
thereto except by a written instrument executed by such party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the 11th day of October, 1996, which shall be
the Effective Date of this Agreement, notwithstanding the day and year first
above written.

Address for Notices: WOLVERINE WORLD WIDE, INC.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: ___________________________
Attention: ▇▇▇▇▇ ▇▇▇▇▇,
Chief Financial Officer Its: ______________________
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

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Address for Notices: NBD Bank, individually
as a Bank and as Agent

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: ___________________________
Attention: Michigan Banking Division ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Its: Vice President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Commitment Amount: $35,000,000

Address for Notices: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: ___________________________
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Its: Vice President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Commitment Amount: $25,000,000

Address for Notices: COMERICA BANK

▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: ___________________________
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Its: Vice President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Commitment Amount: $20,000,000

Address for Notices: OLD KENT BANK

Corporate Banking Department
1 ▇▇▇▇▇▇▇▇▇▇ Center By: ___________________________
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Its: ___________________
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Commitment Amount: $10,000,000

-39-

Address for Notices: ABN AMRO NORTH AMERICA, INC.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ By: ___________________________
Attention: ▇▇▇▇▇▇▇ ▇. Czech ▇▇▇▇▇▇▇ ▇. Czech
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Its: Vice President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Commitment Amount: $10,000,000 By: ___________________________

Its: ______________________

-40-

EXHIBIT A
REVOLVING CREDIT NOTE

$______________ October 11, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇

FOR VALUE RECEIVED, the undersigned, WOLVERINE WORLD WIDE, INC., a
Delaware corporation (the "Company"), hereby promises to pay to the order of
_______________ (the "Bank"), at the principal banking office of the Agent at
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, in lawful money of the United States of
America and in immediately available funds, the principal sum of
_________________ Dollars ($____________) or such lesser aggregate principal
sum outstanding of loans made by the Bank to the Company under the Credit
Agreement referred to below, on the Termination Date; and to pay interest on
the unpaid principal balance hereof from time to time outstanding, in like
money and funds, for the period from the date hereof until such loans shall be
paid in full, at the rates per annum and on the dates provided in the Credit
Agreement referred to below.

The Bank is hereby authorized by the Company to note on the schedule
attached to this Note, or on its books and records, the date, amount and type
of each loan made by the Bank under the Credit Agreement, the interest rate
and duration of the related Interest Period (if applicable), the amount of
each payment or prepayment of principal thereon and the other information
provided for on such schedule, which schedule or such books and records, as
the case may be, shall constitute prima facie evidence of the information so
noted, provided that any failure by the Bank to make any such notation shall
not relieve the Company of its obligation to repay the outstanding principal
amount of this Note, all accrued interest hereon and any amount payable with
respect hereto in accordance with the terms of this Note and the Credit
Agreement.

The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. Should the indebtedness evidenced by this Note or
any part thereof be collected in any proceeding or be placed in the hands of
attorneys for collection, the Company agrees to pay, in addition to the
principal and interest due and payable hereon, all costs of collecting this
Note, including attorneys' fees and expenses.

This Note evidences one or more loans made by the Bank under a Credit
Agreement dated on or about the date hereof (as amended, supplemented, extended
or otherwise modified from time to time, the "Credit Agreement"), by and among
the Company, the banks (including the Bank) named therein and NBD Bank, as
agent, to which reference is hereby made for a statement of the circumstances
under which this Note is subject to prepayment and under which its due date may
be accelerated. Capitalized terms used but not defined in this Note shall have
the respective meanings assigned to them in the Credit Agreement.

WOLVERINE WORLD WIDE, INC.

By:_________________________________

Its:____________________________

Schedule to Revolving Credit Note, dated
October 11, 1996 made by Wolverine World Wide, Inc.
in favor of ___________)

PRINCIPAL
AMOUNT
DATE LOAN PRINCIPAL TYPE INTEREST PAID, PRE- PRINCIPAL
MADE OR AMOUNT OF OF INTEREST PERIOD (IF PAID OR BALANCE NOTATION
CONVERTED LOAN LOAN RATE APPLICABLE) CONVERTED OUTSTANDING MADE BY
--------- --------- ----- -------- ----------- --------- ------------ --------

EXHIBIT B

REQUEST FOR LOAN

[Date]

NBD Bank, as Agent

The undersigned (the "Company") hereby requests a Loan pursuant to Section
3.1 of the Credit Agreement, dated as of October 11, 1996 (as amended,
supplemented, extended or otherwise modified from time, the "Credit
Agreement"), among the Company, each of you, and NBD Bank, as agent, in the
amount of $_____________, to be made on _______________, 19__, and to be
evidenced by the Company's Note. After giving effect to such Loan, the
aggregate outstanding principal amount of the Loans on the date thereof will
be $__________. Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Credit Agreement.

Such Loan shall be a ____________________[insert either Eurodollar Rate
Loan or Floating Rate Loan] and the initial Interest Period, if such requested
Loan is a Eurodollar Rate Loan, shall be ________________ [insert permitted
Interest Period].

In support of this request, the Company hereby certifies that:

1. The representations and warranties contained in Article VI of the
Credit Agreement are true and correct on and as of the date hereof, and will be
true and correct on the date of the making of such Loan, as if such
representations and warranties were made on and as of such dates.

2. No Event of Default, and no event or condition which might become
such an Event of Default with notice or with lapse of time, or both, has
occurred and is continuing or will exist on the date of the making of such
Loan.

Acceptance of the proceeds of such Loan by the Company shall be deemed to be a
further representation that the representations made herein are true and
correct at the time such proceeds are disbursed.

WOLVERINE WORLD WIDE, INC.

By:___________________________

Its:_____________________

EXHIBIT C

REQUEST FOR CONTINUATION OR CONVERSION OF LOAN

[Date]

NBD Bank, as Agent

The undersigned (the "Company") hereby requests that $_______ of the
principal amount of the Loan originally made on _______________, 19__, which
Loan is currently a ________________________ [insert type of Loan based on type
of interest rate applicable], be continued as or converted to, as the case may
be, a _______________________ [insert type of Loan requested based on type of
interest rate desired] on _______________, 19__. If such Loan is requested to
be converted to a Eurodollar Rate Loan, the Company hereby elects an Interest
Period for such Loan of ______________________ [insert permitted Interest
Period]. Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Amended and Restated Credit
Agreement, dated as of October 11, 1996 (as amended, supplemented, extended or
otherwise modified from time to time, the "Credit Agreement") among the
Company, each of you and NBD Bank, as agent.

In support of this request, the Company hereby certifies that:

1. The representations and warranties contained in Article VI of the
Credit Agreement are true and correct on and as of the date hereof, and will be
true and correct on the date of the continuation or conversion of such Loan, as
if such representations and warranties were made on and as of such dates.

2. No Event of Default, and no event or condition which might become such
an Event of Default with notice or with lapse of time, or both, has occurred and
is continuing or will exist on the date of the continuation or conversion of
such Loan.

Acceptance of the continuation or conversion of such Loan by the Company shall
be deemed to be a further representation that the representations made herein
are true and correct at the time such proceeds are disbursed.

WOLVERINE WORLD WIDE, INC.

By: ________________________________

Its:___________________________

EXHIBIT D

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement, dated as of October 11, 1996
(as amended or modified from time to time, the "Credit Agreement"), among
WOLVERINE WORLD WIDE, INC., a Delaware corporation (the "Borrower"), the banks
party thereto (the "Banks") and NBD BANK, as agent for the Banks (the "Agent").
Terms defined in the Credit Agreement are used herein with the same meaning.

1. The "Assignor" and the "Assignee" referred to on Schedule 1
agree as follows:

2. The Assignor hereby sells and assigns (without recourse) to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement as of the date hereof equal to the percentage interest specified on
Schedule 1 of all outstanding rights and obligations under the Credit
Agreement. After giving effect to such sale and assignment, the Assignee's
Commitments and the amounts of the Loans owing to the Assignee will be as set
forth on Schedule 1.

3. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other instrument or
document furnished pursuant thereto; (iii) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under the Credit Agreement or any other instrument or document
furnished pursuant thereto; and (iv) attaches the Note or Notes held by the
Assignor and requests that the Agent exchange such Note or Notes for a new
Note or Notes payable to the order of the Assignee in an amount equal to the
Commitments assumed by the Assignee pursuant hereto and the Assignor in an
amount equal to the Commitments retained by the Assignor under the Credit
Agreement, respectively, as specified on Schedule 1.

4. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to therein
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Acceptance; (ii) agrees that it will, independently and without reliance upon
the Agent, the Assignor or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(iii) appoints and authorizes the Agent to take such action as agent on its

behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Agent by the terms thereof, together with such powers
and discretion as are reasonably incidental thereto; (iv) agrees that it will
perform in accordance with their terms of all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Bank;
and (v) if the Assignee is organized under the laws of a jurisdiction outside
the United States, attaches the forms prescribed by the Internal Revenue
Service of the United States certifying as to the Assignee's status for
purposes of determining exemption from United States withholding taxes with
respect to all payments to be made to the Assignee under the Credit Agreement
and the Notes or such other documents as are necessary to indicate that all
such payments are subject to such taxes at a rate reduced by an applicable tax
treaty.

5. Following the execution of this Assignment and Acceptance, it will be
delivered to the Agent for acceptance by the Agent. The effective date for
this Assignment and Acceptance (the "Effective Date") shall be the date of
acceptance hereof by the Agent, unless otherwise specified on Schedule 1.

6. Upon such acceptance by the Agent, as of the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement and, to the extent provided
in this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement. All representations and agreements
by the Assignor and the Assignee herein may be relied upon by the Agent and
the Banks under the Credit Agreement.

7. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit Agreement
and the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and commitment fees with
respect thereto) to the Assignee. The Assignor and Assignee shall make all
appropriate adjustments in payments under the Credit Agreement and the Notes
for periods prior to the Effective Date directly between themselves.

8. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of Michigan.

9. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart
of this Assignment and Acceptance.

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IN WITNESS WHEREOF, the Assignor and the Assignee have caused
this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date described in Section 4 above.

[ASSIGNOR]

By:________________________________

Its:___________________________

[ASSIGNEE]

___________________________________

By:________________________________

Its:___________________________

Accepted and Agreed:

WOLVERINE WORLD WIDE, INC.

By: _____________________________________

Its: _________________________________

Dated: __________________________________

NBD BANK, as Agent

By: _____________________________________

Its: _________________________________

Dated: __________________________________

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EXHIBIT 4.3 CREDIT AGREEMENT DATED AS OF OCTOBER 11, 1996 BY AND AMONG WOLVERINE WORLD WIDE, INC.,

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