HUFFY CORP
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<TITLE>37-I/C Agmt CFC                                                     </TITLE>
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<P><A NAME="AllPages"></A>	Exhibit 10.1</P>

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<P><CENTER><U>INTERCREDITOR AND SUBORDINATION AGREEMENT</U></CENTER>
</P>

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<P>	THIS INTERCREDITOR AND SUBORDINATION AGREEMENT ("Intercreditor
Agreement") dated as of January 26, 2000 is by and among Congress Financial Corporation
(Central), an Illinois corporation, in its capacity as agent pursuant to the Revolving Loan
Agreements (as such term is defined herein)  acting for and on behalf of the financial institutions
parties thereto as lenders (in such capacity, "Revolving Loan Agent" as hereinafter further
defined), the financial institutions which are parties to the Revolving Loan Agreements as
lenders (together with Revolving Loan Agent, collectively, "Revolving Loan Lenders" as
hereinafter further defined), KeyBank National Association, successor by merger to Society
National Bank, a national banking association, in its capacity as administrative and collateral
agent pursuant to the Term Loan Agreement (as such term is defined herein) and the
Restructuring Agreement (as such term is defined herein) acting for and on behalf of the financial
institutions which are parties thereto as lenders (in such capacity, "Term Loan Collateral Agent"
as hereinafter further defined), KeyBank National Association, a national banking association (in
its individual capacity, "KeyBank" as hereinafter further defined), Bank One, N.A., a national
banking association ("Bank One" as hereinafter further defined), Bank of America, N.A., a
national banking association, as successor by merger to Security Pacific National Bank ("Bank
America"), Fifth Third Bank, Western Ohio, an Ohio banking corporation ("Fifth Third"),
National City Bank, a national banking association ("National City"), Selco Service Corporation,
an Ohio bank service corporation ("Selco"), Asset Holdings Company VI, LLC, a Massachusetts
limited liability company ("Asset Holdings") and The Prudential Insurance Company of
America, a New Jersey corporation ("Prudential", and together with Term Loan Collateral Agent,
KeyBank, Bank One, Bank America, Fifth Third, National City, Selco, and Asset Holding,
collectively, "Term Loan Lenders" as hereinafter further defined).  Revolving Loan Lenders and
Term Loan Lenders are sometimes individually referred to herein as a "Lender" and collectively
as "Lenders."</P>

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<P><CENTER><U>W I T N E S S E T H</U>:</CENTER>
</P>

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<P>	WHEREAS, each Term Loan Lender has made a loan or provided other financial
accommodations to Huffy Corporation, an Ohio corporation ("Borrower" as hereinafter further
defined) and certain of its subsidiaries, which loans or other financial accommodations are
secured by certain assets and properties of Borrower and certain of its subsidiaries; and</P>

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<P>	WHEREAS, Revolving Loan Lenders have entered or are about to enter into financing
arrangements with Borrower and certain of its subsidiaries, pursuant to which each Revolving
Loan Lender may, upon certain terms and conditions, make loans and provide other financial
accommodations to Borrower and such subsidiaries secured by certain assets and properties of
Borrower and such subsidiaries; and</P>

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<P>	WHEREAS, Lenders desire to enter into this Intercreditor Agreement to (i) confirm the
relative priority of the security interests of Revolving Loan Agent and Revolving Loan Lenders
on the one hand and Term Loan Collateral Agent and Term Loan Lenders on the other hand, in
the assets and properties of Borrower and its subsidiaries, (ii) provide for the orderly sharing
among Lenders, in accordance with such priorities, of proceeds of such assets and properties
upon any foreclosure thereon or other disposition thereof, and (iii) agree upon the terms of the
subordination of certain of the obligations of Borrower and its subsidiaries to Term Loan Lenders
to the obligations of Borrower and its subsidiaries to Revolving Loan Lenders and related
matters;</P>

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<P>	NOW THEREFORE, in consideration of the mutual benefits accruing to Lenders
hereunder and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto do hereby agree as follows:</P>

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<P>	1.	<U>DEFINITIONS</U></P>

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<P>	As used above and in this Intercreditor Agreement, the following terms shall have the
meanings ascribed to them below:</P>

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<P>	1.1	"<U>Agents</U>" shall mean, collectively, Revolving Loan Agent and Term Loan Collateral
Agent; sometimes being referred to herein individually as an "Agent".</P>

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<P>	1.2	"<U>Agreements</U>" shall mean, collectively, the Revolving Loan Agreements and the
Term Loan Lender Agreements.</P>

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<P>	1.3	"<U>Asset Sale</U>" shall mean, for any Person, (a) any direct or indirect sale, lease,
conveyance or other disposition (including, without limitation, by way of merger or
consolidation or by exchange of assets and whether by operation of law or otherwise) made by
such person in one or a series of transactions of (or any other sale, disposition or other realization
upon) any property or assets of such Person or any of its subsidiaries (including, without
limitation, any disposition pursuant to sale and leaseback transactions and any sale or other
disposition of outstanding or newly issued shares of capital stock or other securities of any of the
subsidiaries of such Person or by any subsidiary of such Person) and (b) any other sale,
disposition or other realization upon any property or assets of such person or any of its
subsidiaries; except in each case for sales or other dispositions in the ordinary course of business
consistent with current practices of such Person as of the date hereof.</P>

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<P>	1.4	"<U>Availability</U>" shall mean, at any time, the aggregate amount of the loans available
to Debtors from Revolving Loan Lenders based on the applicable percentages of eligible
accounts and eligible inventory set forth in the Revolving Loan Agreements (determined without
regard to any loans or letter of credit accommodations then outstanding), <U>provided</U>, <U>that</U>,
notwithstanding anything to the contrary which may hereafter be set forth in the Revolving Loan
Agreements, for purposes of this Intercreditor Agreement, (i)&nbsp;the percentage used for
determining the amount of loans and letter of credit accommodations available to Borrowers
based on eligible accounts shall be eighty-five (85%) percent and the percentage used for
determining the amount of loans and letter of credit accommodations available to Borrowers
based on eligible inventory shall be equal to the greater of the percentages applicable to eligible
inventory set forth in the Revolving Loan Agreements as in effect on the date hereof or eighty-five (85%) percent of the Net Recovery Percentage (as such term is defined in the Revolving
Loan Agreements), as from time to time determined and (ii)&nbsp;the criteria for eligible accounts set
forth in Section 1.33(b) of the Loan and Security Agreement referred to in Section 1.36 hereof
shall be as in effect on the date hereof.  The term "Availability" is used herein to mean the
amount of loans and letters of credit accommodations available under the Revolving Loan
Agreements without any reduction for the amount of loans or letter of credit accommodations
outstanding.</P>

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<P>	1.5	"<U>Bank One</U>" shall mean, collectively, Bank One, N.A., successor by merger to Bank
One, Dayton, N.A. and Bank One Michigan, N.A., successor by merger to NBD Bank, N.A., a
national banking association, and its successors and assigns.</P>

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<P>	1.6	"<U>Bank One Letters of Credit</U>" shall mean, collectively, the letters of credit
outstanding on the date hereof issued by Bank One for the account of Huffy and set forth on
Exhibit A hereto, as the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.</P>

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<P>	1.7	"<U>Borrowers</U>" shall mean, collectively, the following (together with their respective
successors and assigns, including, without limitation, a receiver, trustee or debtor-in-possession
on behalf of such person or such successor or assign):  <FONT FACE="Times New Roman">(a) Huffy Corporation, an Ohio
corporation; (b) Royce Union Bicycle Company, an Ohio corporation; (c) Huffy Service First,
Inc., an Ohio corporation, also known as Huffy Assembly Solutions; (d) American Sports Design
Company, an Ohio corporation, doing business as Airborne Direct; and (e) Washington
Inventory Service, a California corporation; sometimes being referred to herein individually as a
"Borrower."</FONT></P>

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<P>	1.8	"<U>Borrowing Base</U>" <FONT FACE="Times New Roman">shall have the meaning set forth on Exhibit B hereto.</FONT></P>

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<P>	1.9	"<U>Business Unit Sale</U>" shall mean an Asset Sale consisting of the sale of all or
substantially all of the assets of Huffy or any division of Huffy (including the Huffy Sports
Company Division of Huffy or the Huffy Bicycle Company Division of Huffy), or the sale of all
or substantially all of the assets of any other Debtor, or an Asset Sale consisting of the sale of all
or substantially all of the capital stock of any Debtor.</P>

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<P>	1.10	"<U>Collateral</U>" shall mean all of the property and interests in property, real or personal,
tangible or intangible, now owned or hereafter acquired by any Debtor in or upon which either or
both of the Agents or any Lender at any time has a Lien, and including, without limitation, the
Revolving Loan Priority Collateral, the Term Loan Priority Collateral and the Term Lender
Lease Priority Collateral.</P>

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<P>	1.11	"<U>Debtors</U>" shall mean, collectively, Borrowers, Guarantors and any other direct or
indirect subsidiary of Huffy, sometimes being referred to herein individually as a "Debtor".</P>

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<P>	1.12	"<U>Equipment</U>" shall mean all equipment and fixtures of Debtors, whether now owned
or hereafter acquired and wherever located, including, without limitation, any and all machinery
used in connection with the manufacture, sale, exchange or lease of goods or rendition of
services, machinery, tools, telephone equipment, computers, computer hardware and related
computer equipment and accessories (including software and records), vehicles, dies, jigs,
furniture, trade fixtures and fixtures, all attachments, components, parts, accessions and property
now or hereafter affixed thereto or installed thereon and all additions to and substitutions and
replacements thereof and all existing and future leasehold interests in equipment and fixtures,
wherever located, whether now owned or hereafter acquired and the proceeds (including, without
limitation, all proceeds of insurance with respect thereto, including the proceeds of any
applicable casualty insurance) of all of the foregoing and all ledgers, books of account, records,
tapes, cards, computer programs, computer disks or tapes, computer printouts, computer runs,
and other computer prepared information relating to any of the foregoing.</P>

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<P>	1.13	"<U>EBITDA</U>" shall have the meaning set forth in Exhibit C hereto.</P>

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<P>	1.14	"<U>Event of Default</U>" shall have the meaning set forth in Exhibit D hereto.</P>

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<P>	1.15	"<U>Excess Availability</U>" shall mean<FONT FACE="Times New Roman"> the amount calculated in good faith by Revolving
Loan Agent at any time pursuant to the terms of the Revolving Loan Agreements, equal to:
(a)&nbsp;the sum of (i)&nbsp;the aggregate amount of the Borrowing Base of Borrowers plus (ii)&nbsp;the
aggregate amount of unrestricted cash of Borrowers which is free and clear of any pledge, lien,
claim or other encumbrance (other than Liens in favor of Revolving Loan Agent or Term Loan
Collateral Agent) and is immediately available to Borrowers for use for working capital without
condition or restriction, <U>minus</U> (b)&nbsp;the sum of:  (i) the amount of all then outstanding and unpaid
Revolving Loan Debt, plus (ii) the aggregate amount of all trade payables and other obligations
of Borrowers which are more than sixty (60) days past due as of such time (other than trade
payables or other obligations which are the subject of a then pending <U>bona</U> <U>fide</U> dispute between a
Borrower and the vendor or other obligee to whom such payable or other obligation is owed to
the extent Revolving Loan Agent has been advised of such dispute).</FONT></P>

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<P>	1.16	"<U>Farmington Bonds</U>" shall mean, collectively, the City of Farmington, Missouri
Industrial Development Revenue Bonds (Huffy Corporation Project) Series 1994 in the
aggregate original principal amount of $20,000,000, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.</P>

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<P>	1.17	"<U>Farmington Bonds Guarantee</U>" shall mean the Guarantee Agreement, dated as of
August 1, 1994, by Borrower for the benefit of Prudential, as the holder of all of the Farmington
Bonds, with respect to the obligations of the City of Farmington, Missouri pursuant to the
Farmington Bonds, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.</P>

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<P>	1.18	"<U>Farmington Lease</U>" shall mean the Lease Agreement, dated as of August 1, 1994,
between the City of Farmington, Missouri and Borrower with respect to the premises of
Borrower at Farmington, Missouri described on Exhibit A thereto, as the same now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.</P>

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<P>	1.19	"<U>Guarantors</U>" shall mean <FONT FACE="Times New Roman">collectively, the following (together with their respective
successors and assigns, including, without limitation, a receiver, trustee or debtor-in-possession
on behalf of such person or such successor or assign): (a) Huffy Risk Management, Inc., an Ohio
corporation; (b) Huffy Brands Company, an Ohio corporation; (c) HCAC, Inc., an Ohio
corporation, formerly known as True Temper Hardware Company; (d) Hufco-Delaware
Company, a Delaware corporation, formerly known as Gerry Baby Products Company; and (e)
Huffy Sports, Inc., a Wisconsin corporation, formerly known as Gerry Wood Products Company.</FONT></P>

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<P>	1.20	"<U>Huffy</U>" shall mean Huffy Corporation, an Ohio corporation, and its successors and
assigns, including, without limitation, a receiver, trustee or debtor-in-possession on behalf of
such person or on behalf of any such successor or assign.</P>

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<P>	1.21	"<U>Insolvency Proceeding</U>" shall mean, as to any Person, any of the following:  (a)&nbsp;any
case or proceeding with respect to such Person under the U.S. Bankruptcy Code or any other
Federal or State bankruptcy, insolvency, reorganization or other law affecting creditors' rights or
any other or similar proceedings seeking any stay, reorganization, arrangement, composition or
readjustment of the obligations and indebtedness of such Person or (b)&nbsp;any proceeding seeking
the appointment of any receiver, receiver and manager, trustee, administrator, liquidator,
custodian or other insolvency official with similar powers with respect to such Person of all or
substantially all of its assets or (c)&nbsp;any proceeding for liquidation, dissolution or other winding
up of the business of such Person or (d)&nbsp;any general assignment for the benefit of creditors or any
general marshaling of assets of such Person.</P>

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<P>	1.22	"<U>Intellectual Property</U>" shall mean <FONT FACE="Times New Roman">all of the following now owned and hereafter
arising or acquired assets of Debtors:  patents, patent rights, patent applications, copyrights,
works which are the subject matter of copyrights, copyright registrations, trademarks, trade
names, trade styles, trademark and service mark applications, franchises and licenses and rights
to use any of the foregoing; all extensions, renewals, reissues, divisions, continuations, and
continuations-in-part of any of the foregoing; all rights to sue for past, present and future
infringement of any of the foregoing; inventions, trade secrets, formulae, processes, compounds,
drawings, designs, blueprints, surveys, reports, manuals, and operating standards; goodwill;
customer and other lists in whatever form maintained; and trade secret rights, copyright rights,
rights in works of authorship, and contract rights relating to computer software programs, in
whatever form created or maintained.</FONT></P>

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<P>	1.23	"<U>KeyBank</U>" shall mean KeyBank National Association, a national banking
association, as successor by merger to Society National Bank, in its individual capacity, and its
successors and assigns.</P>

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<P>	1.24	"<U>KeyBank Letters of Credit</U>" shall mean, collectively, the following (as the same
now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced):  (a) Irrevocable Standby Letter of Credit No. S98/95595, dated as of September 2,
1998, issued by KeyBank for the account of Borrower in the face amount of $6,250,000 payable
to Lumbermans Mutual Casualty Company, American Motorists Insurance Company, American
Manufacturers Mutual Insurance Company, American Protection Insurance Company and
National Loss Control Service Corporation; (b) Irrevocable Standby Letter of Credit No.
S98/95594, dated as of August 25, 1998, issued by KeyBank to the account of Borrower in the
face amount of $8,500,000 payable to Travelers Indemnity Company; and (c) Irrevocable
Standby Letter of Credit No. S98/95593, dated as of August 19, 1998, issued by KeyBank for the
account of Borrower in the face amount of $1,280,000 payable to Insurance Company of North
America. </P>

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<P>	1.25  "<U>Lenders</U>" shall mean, collectively, Revolving Loan Lenders and Term Loan
Lenders and their respective successors and assigns; sometimes being referred to herein
individually as a "Lender".</P>

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<P>	1.26	"<U>Lien</U>" shall mean any mortgage, deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, encumbrance (including, but not limited to, easements,
rights of way and the like), lien (statutory or other), security agreement or transfer intended as
security, including without limitation, any conditional sale or other title retention agreement, the
interest of a lessor under a capital lease or any financing lease having substantially the same
economic effect as any of the foregoing.</P>

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<P>	1.27	"<U>Miamisburg Headquarters Lease</U>" shall mean the Lease Agreement, dated
December 29, 1993, between Selco Service Corporation, as lessor, and Borrower, as lessee, with
respect to the premises of Borrower located at 225 Byers Road, Miamisburg, Ohio, as the same
now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.</P>

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<P>	1.28	"<U>Net Available Proceeds</U>" shall mean the aggregate cash proceeds received by any
Debtor from any Asset Sale, </P>

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<P>		(a)	net of the direct costs incurred specifically with respect to such Asset Sale
consisting of legal, accounting and investment banking fees, sales commissions, title and
recording tax expenses, and</P>

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<P>		(b)	net of all payments required to be made by such Debtor on any indebtedness
(other than the Revolving Loan Debt and the Term Loan Debt) secured by a valid and perfected
security interest or other Lien on the assets subject to such Asset Sale which has priority over the
Liens of Revolving Loan Agent, Term Loan Collateral Agent or any Term Lender Lessor therein,
and</P>

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<P>		(c)	net of any portion of the proceeds from such Asset Sale required under the
terms of such sale to be held in escrow to be used to pay liabilities of such Debtor relating to the
assets subject to such Asset Sale; <U>provided</U>, <U>that</U>, immediately upon the release of any funds from
such escrow to any Debtor, such amount so released shall constitute Net Available Proceeds, and</P>

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<P>		(d)	net of all Federal, State, foreign and local taxes paid or payable as a result
thereof (after taking into account any available tax credits or deductions and any tax
arrangements), <U>provided</U>, <U>that</U>, in the case of a Business Unit Sale to the extent such taxes are not
payable upon the effectiveness of such Business Unit Sale, (i)&nbsp;an amount equal to the good faith
estimate thereof of independent certified public accountants reasonably acceptable to Term Loan
Collateral Agent and Revolving Loan Agent shall be set aside from the proceeds and held in
escrow to be used only to pay such taxes, (ii) upon the request of Revolving Loan Agent or Term
Loan Collateral Agent, at the end of any tax year or upon any other Business Unit Sale, the
estimate of the amount of such taxes then held in escrow shall be reviewed by the independent
certified public accountants reasonably acceptable to Term Loan Collateral Agent and Revolving
Loan Agent and the amount held in escrow adjusted to reflect the estimate established pursuant
to such review, if necessary, (iii)&nbsp;upon the payment of such taxes (or at such other time or times
as the Term Loan Collateral Agent and Revolving Loan Agent may both agree) or upon any
reduction in the amount of the funds held in escrow, the amount remaining in such escrow, or the
amount of the reduction, as the case may be, shall constitute Net Available Proceeds and shall be
applied to the Revolving Loan Debt and the Term Loan Debt in accordance with the terms hereof
and (iv) on June 30, 2001, or such later date as Term Loan Collateral Agent and Revolving Loan
Agent may both agree,&nbsp;to the extent any amounts then remain in such escrow, (A) the amounts
then held in escrow shall be released, (B)&nbsp;the amounts then held in escrow shall constitute Net
Available Proceeds and (C) such amounts shall be applied to Revolving Loan Debt and the Term
Loan Debt in accordance with the terms hereof, and </P>

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<P>		(e)	in the case of a Business Unit Sale, net of severance obligations to non-senior
management employees of the Division or Debtor, as the case may be, whose assets or capital
stock are subject to such Asset Sale and amounts payable to senior management employees of
such Division or Debtor, as the case may be, upon such sale under retention agreements with
such senior management employees; <U>provided</U>, <U>that</U>, (i)&nbsp;such retention agreements shall only be
entered into with the persons included on a list provided to Term Loan Collateral Agent and
Revolving Loan Agent on or before the date hereof, (ii)&nbsp;the terms of any such retention
agreement and severance obligations shall be substantially consistent with the terms of similar
agreements and severance policies used by Huffy in connection with prior sales of business units
and (iii)&nbsp;the aggregate amount of such severance obligations and amounts payable under such
retention agreements shall not exceed the amount set forth in Exhibit E applicable to such
obligations and amounts payable with respect to the Division or Debtor whose assets or capital
stock are subject to such Business Unit Sale, and </P>

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<P>		(f)	net of (i) customary contingent indemnification liabilities to the purchaser in
transactions of such type and (ii) premiums payable for insurance to cover liabilities retained by
Debtors relating to the assets subject to such Business Unit Sale with respect to environmental
remediation liabilities and/or product liability claims (the liabilities and premiums described in
clauses (i) and (ii) above being referred to collectively as the "Contingent Liabilities"), <U>provided</U>,
<U>that</U>, the aggregate amount of Contingent Liabilities of each Debtor in connection with any such
Business Unit Sale shall not exceed the amount specified in Exhibit E hereto with respect to such
Debtor.<FONT FACE="Times New Roman"></FONT></P>

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<P><FONT FACE="Times New Roman">Net Available Proceeds shall exclude any non-cash proceeds received from any Asset Sale, but
shall include such proceeds when and as converted to cash or other immediately available funds.
Any instruments issued to any Debtor as part of the consideration for such Asset Sale shall be
delivered to Revolving Loan Agent, Term Loan Collateral Agent or the applicable Term Lender
Lessor, as the case may be, who under the terms hereof would be entitled to first receive the
payments on such instrument under the terms hereof.</FONT></P>

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<P>	1.29	"<U>Payment in Full</U>" or "<U>payment in full</U>" shall mean, as to the Term Loan Debt or
Revolving Loan Debt, as the case may be, the final payment in full in cash or other immediately
available funds of all of the Term Loan Debt or Revolving Loan Debt, as the case may be, and
the receipt of cash collateral or other collateral or letter of credit reasonably acceptable to the
applicable Lender in respect of contingent obligations constituting such Term Loan Debt or
Revolving Loan Debt, as the case may be.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.30	"<U>Permitted Assignee</U>" shall mean (a) a bank or other financial institution that is a
member of the Federal Reserve System having a combined capital and surplus and undivided
profits of not less than $250,000,000 or (b) a corporation, investment partnership, managed
account, limited liability company or similar entity organized under the laws of any State of the
United States of America and having assets in the United States of America, in any case either (i)
having a tangible net worth calculated in accordance with the applicable generally accepted
accounting principles consistently applied (or the equivalent thereof in the case of an investment
partnership, managed account, limited liability company or similar entity) of not less than
$100,000,000 or (ii) having $100,000,000 of assets available to fund any liability under this
Intercreditor Agreement or (c) any Lender, an affiliate of any Lender, or any investment fund or
similar entity for which any Lender or any affiliate of any Lender acts as investment advisor or
portfolio manager or (d)&nbsp;any other person reasonably acceptable to Revolving Loan Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.31	"<U>Person</U>" or "<U>person</U>" shall mean any individual, sole proprietorship, partnership,
corporation (including, without imitation, any corporation which elects subchapter S status under
the Internal Revenue Code of 1986, as amended), limited liability company, limited liability
partnership, business trust, unincorporated association, joint stock company, trust, joint venture,
or other entity or any government or any agency or instrumentality or political subdivision
thereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.32	"<U>Prudential</U>" shall mean The Prudential Insurance Company of America, a New
Jersey corporation, and its successors and assigns.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.33	"<U>Real Property</U>" shall mean all real property of Debtors, whether now owned or
hereafter acquired and wherever located, including leasehold interests, together with all
buildings, structures, and other improvements located thereon and all licenses, easements and
appurtenances relating thereto, wherever located and the proceeds of all of the foregoing.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.34	"<U>Restructuring Agreement</U>" shall mean the Restructuring Agreement, dated of even
date herewith, by and among Term Loan Lenders and Debtors, with respect to, among other
things, the terms of the Term Loan Subordinated Debt, as such agreement now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.35	"<U>Revolving Loan Agent</U>" shall mean Congress Financial Corporation (Central), an
Illinois corporation, in its capacity as administrative and collateral agent acting for and on behalf
of the Revolving Loan Lenders pursuant to the Revolving Loan Agreements and its successors
and assigns (including any replacement or successor agent or any additional agent acting for and
on behalf of Revolving Loan Lenders).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.36	"<U>Revolving Loan Agreements</U>" shall mean, collectively, the Loan and Security
Agreement, dated of even date herewith, by and among Revolving Loan Lenders and Debtors
and all agreements, documents and instruments at any time executed and/or delivered by any
Debtor or any other person to, with or in favor of any Revolving Loan Lenders in connection
therewith or related thereto, as all of the foregoing now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated, refinanced, replaced or restructured (in
whole or in part and including any agreements with, to or in favor of any other lender or group of
lenders that at any time refinances, replaces or succeeds to all or any portion of the Revolving
Loan Debt).</P>

<P>	</P>

<P>	1.37	"<U>Revolving Loan Priority Collateral</U>" shall mean the assets and properties of
Debtors, other than the Term Loan Priority Collateral and the Term Lender Lease Priority
Collateral.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.38	"<U>Revolving Loan Debt</U>" shall mean any and all obligations, liabilities and
indebtedness of every kind, nature and description owing by any Debtor to any Revolving Loan
Lender, including principal, interest, charges, fees, premiums, indemnities and expenses,
however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under
any of the Revolving Loan Agreements, whether now existing or hereafter arising, whether
arising before, during or after the initial or any renewal term of the Revolving Loan Agreements
or after the commencement of any case with respect to any Debtor under the U.S. Bankruptcy
Code or any state insolvency law or similar statute (and including, without limitation, any
principal, interest, fees, costs, expenses and other amounts, which would accrue and become due
but for the commencement of such case, whether or not such amounts are allowed or allowable in
whole or in part in any such case), whether direct or indirect, absolute or contingent, joint or
several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured,
and whether arising directly or howsoever acquired by any Revolving Loan Lender; <U>provided</U>,
<U>that</U>, for purposes of this Intercreditor Agreement, the term "Revolving Loan Debt" shall not
include:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	the principal amount of the indebtedness of Debtors to Revolving Loan Agent
and the other Revolving Loan Lenders in excess of $100,000,000 (but not interest, fees, costs,
expenses or other charges at any time payable by any Debtor to any Revolving Loan Lender or
charged by Revolving Loan Agent to any loan account of any Debtor maintained by Revolving
Loan Agent except as otherwise provided in clauses (b) and (c) of this definition), <U>provided</U>, <U>that</U>,
(i) upon any Business Unit Sale, such amount shall be reduced by the amount equal to the Net
Available Proceeds received and retained by Revolving Loan Agent from such Business Unit
Sale in accordance with the terms hereof on the effective date thereof, or such lesser amount as
may be agreed to by Revolving Loan Agent and the Required Lenders (as such term is defined in
the Restructuring Agreement as in effect on the date hereof) and (ii) such principal amount in
excess of $100,000,000 or such amount as reduced as provided herein are referred to below as
the "Overline Amounts";</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	any interest or fees received by Revolving Loan Agent under the terms of the
Revolving Loan Agreements at rates or in amounts greater than the rates or amounts set forth in
the Revolving Loan Agreements as in effect on the date hereof (but without limiting the rights of
Revolving Loan Lenders to receive additional fees upon any amendments, waivers or any
changes to the terms of the financing arrangements or the practices of any Revolving Loan
Lender in amounts as are determined in good faith by Revolving Loan Agent and Revolving
Loan Lenders to be reasonable under the circumstances at the time); </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	any interest on the principal amount of any indebtedness of any Debtor to
Revolving Loan Agent or any other Revolving Loan Lender which does not constitute Revolving
Loan Debt;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)	the aggregate outstanding principal amount of loans and outstanding letter of
credit accommodations made or issued pursuant to the Revolving Loan Agreements at any time
(but not interest, fees, costs, expenses, and other charges at any time payable by any Debtor to
any Revolving Loan Lender or charged by Revolving Loan Agent to any loan account of any
Debtor maintained by Revolving Loan Agent, except as otherwise provided in clauses (b) and (c)
of this definition) intentionally and with actual knowledge that at such time such loan or letter of
credit accommodations would cause the total aggregate amount thereof to exceed the Availability
at such time, to the extent that such loans and letter of credit accommodations made or issued
pursuant to the Revolving Loan Agreements at such time exceed the amount equal to ten (10%)
percent of the Availability (with Availability determined for this purpose at the time such loan is
made or letter of credit accommodation issued) and such amounts that at such time exceed such
percentage of Availability are referred to below as "Overformula Amounts".  </P>

<BR WP="BR1"><BR WP="BR2">
<P>Pursuant to the foregoing and subject to the terms set forth below, the principal amount of
indebtedness of Debtors to Revolving Loan Lenders (but not interest, fees, costs, expenses, and
other charges at any time payable by any Debtor to any Revolving Loan Lender or charged by
Revolving Loan Agent to any loan account of any Debtor maintained by Revolving Loan Agent,
except as otherwise provided in clauses (b) and (c) of this definition) shall not constitute
Revolving Loan Debt to the extent that such principal amount exceeds the lesser of:  (i)&nbsp;the limit
as then in effect as provided for and to the extent set forth in Section 1.38(a) above or (ii)&nbsp;the
amount of (A)&nbsp;the Availability at the time the loan was made or letter of credit accommodation
established giving rise to such principal amount (notwithstanding that thereafter the Availability
may be less than the amount of the loans and letter of credit accommodations) plus (B) the
additional loans and letter of credit accommodations which are made by Revolving Loan Lenders
up to the limit provided for in Section 1.38(d) above.  Subject to the terms set forth below, any
indebtedness of Debtors arising pursuant to the Revolving Loan Agreements which does not
constitute Revolving Loan Debt based on the terms of clauses (a), (b), (c) or (d) of this definition
shall not be entitled to the priority of the Liens of Revolving Loan Agent as set forth herein and
to the extent the Liens of Revolving Loan Agent on the Collateral secure indebtedness to
Revolving Loan Lenders which does not constitute Revolving Loan Debt, such Liens shall to
such extent (but not as to any Revolving Loan Debt) be subordinate to the Liens of Term Loan
Collateral Agent and Term Lender Lessors in any of the Collateral provided for herein.  For
purposes of the foregoing, the highest amount of the greater of the Overline Amounts or the
Overformula Amounts plus any interest in respect thereof outstanding at any time during any
ninety (90) day period prior to an Asset Sale shall be subtracted from all then outstanding
indebtedness of Debtors to Revolving Loan Lenders as of the date of such Asset Sale (whether
constituting Revolving Loan Debt or otherwise) for purposes of determining the amount of the
Revolving Loan Debt that is repaid from the Net Available Proceeds of such Asset Sale in
accordance with the applicable priorities provided for herein.  The foregoing shall not be
construed to affect the priority of the Liens of Revolving Loan Agent provided for in this
Intercreditor Agreement to the extent of any Revolving Loan Debt (except as so reduced).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.39	"<U>Revolving Loan Lenders</U>" shall mean, collectively, Congress Financial Corporation
(Central), in its individual capacity and as Revolving Loan Agent, and any other financial
institutions from time to time party to the Revolving Loan Agreements as a lender, and their
respective successors and assigns (and including any other lender or group of lenders that at any
time refinances, replaces or succeeds to all or any portion of the Revolving Loan Debt or is
otherwise party to the Revolving Loan Agreements); sometimes being referred to herein
individually as a "Revolving Loan Lender".</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.40	"<U>Standstill Notice</U>" shall mean a written notice from Revolving Loan Agent to Term
Loan Collateral Agent notifying Term Loan Collateral Agent of the exercise by Revolving Loan
Agent of its right to initiate a Standstill Period.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.41	"<U>Standstill Period</U>" shall mean (a) in the case of a Triggering Event with respect to
the Term Loan Subordinated Debt as a result of the failure of Debtors to make any payment
required to be made in respect thereof, the period of ninety (90) days commencing on the date of
the receipt by Term Loan Collateral Agent of a Standstill Notice from Revolving Loan Agent;
<U>provided</U>, <U>that</U>, there shall not be more than one (1) Standstill Period on the basis of a Triggering
Event as a result of the failure of Debtors to make such payments in any three hundred sixty
(360) day period and (b) in the case of a Triggering Event with respect to the Term Loan
Subordinated Debt as a result of the failure of Debtors to comply with any other covenant in the
Restructuring Agreement (other than a covenant requiring a regularly scheduled or mandatory
prepayment thereof), the period of one hundred twenty (120) days commencing on the date of the
receipt by Term Loan Collateral Agent of a Standstill Notice from Revolving Loan Agent;
<U>provided</U>, <U>that</U>, there shall not be more than one (1) Standstill Period on the basis of a Triggering
Event as the result of the failure of Debtors to so comply in any three hundred sixty (360) day
period.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.42	"<U>Sussex Lease</U>" shall mean the Lease and Development Agreement, dated May 29,
1996, between Borrower, as lessee, and Asset Holdings Company VI, LLC, as lessor, with
respect to the premises of the Huffy Sports Company Division of Borrower at N53 W24700, S.
Corporate Circle, Sussex, Wisconsin 53089, as the same now exists or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.43	"<U>Term Lender Lease Debt</U>" shall mean the Term Loan Debt owing to Selco Service
Corporation or KeyBank arising pursuant to the Miamisburg Headquarters Lease and the Term
Loan Debt owing to Asset Holdings Company VI, LLC or Bank One arising pursuant to the
Sussex Lease and the Term Loan Debt owing to Prudential (as assignee of the City of
Farmington, Missouri) arising pursuant to the Farmington Lease.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.44	"<U>Term Lender Lease Priority Collateral</U>" shall mean Real Property of Borrower and
fixtures related thereto subject to the Farmington Lease, the Miamisburg Headquarters Lease and
the Sussex Lease.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.45	"<U>Term Lender Leases</U>" shall mean, collectively, the following (as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced):  (a)&nbsp;the Miamisburg Headquarters Lease; (b)&nbsp;the Sussex Lease; and (c)&nbsp;the Farmington
Lease.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.46   "<U>Term Lender Lessors</U>" shall mean, collectively, the following (and their respective
successors and assigns):  (a) Selco Service Corporation, an Ohio bank service corporation;
(b)&nbsp;Asset Holdings Company VI, LLC, a Massachusetts limited liability company; and
(c)&nbsp;Prudential; sometimes being referred to herein individually as a "Term Lender Lessor". </P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.47	"<U>Term Loan Agreement</U>" shall mean the Credit Agreement, dated of even date
herewith, by and among Term Loan Lenders and Debtors, with respect to the terms of the Term
Loan Senior Debt, as the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.48	"<U>Term Loan Collateral Agent</U>" shall mean KeyBank National Association, a
national banking association, in its capacity as collateral agent acting for and on behalf of the
Term Loan Lenders pursuant to the Term Loan Lender Agreements, and its successors and
assigns (including any replacement or successor agent or additional agent acting for and on
behalf of the Term Loan Lenders).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.49	"<U>Term Loan Debt</U>" shall mean all obligations, liabilities and indebtedness of every
kind, nature and description owing by any Debtor to any Term Loan Lender, including principal,
interest, charges, fees, premiums, indemnities and expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, arising under the Term Loan Lender
Agreements, whether now existing or hereafter arising, whether arising before, during or after the
initial or any renewal term of the Term Loan Lender Agreements or after the commencement of
any case with respect to any Debtor under the U.S. Bankruptcy Code or any similar statute (and
including, without limitation, any principal, interest, fees, costs, expenses and other amounts,
whether or not such amounts are allowable in whole or in part, in any such case or similar
proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due,
primary or secondary, liquidated or unliquidated, secured or unsecured, and whether arising
directly or howsoever acquired by such Term Loan Lender.  Without limiting the generality of
the foregoing, the Term Loan Debt shall include all existing and future obligations, liabilities and
indebtedness of Borrower, contingent or otherwise, (a)&nbsp;to KeyBank arising pursuant to or in
connection with the KeyBank Letters of Credit; (b)&nbsp;to KeyBank and/or Selco Service
Corporation arising pursuant to or in connection with the Miamisburg Headquarters Lease; (c)&nbsp;to
Bank One or Asset Holdings Company VI, LLC arising pursuant to or in connection with the
Sussex Lease; (d)&nbsp;to Bank One pursuant arising pursuant to or in connection with the Bank One
Letters of Credit; and (e) to Prudential arising pursuant to or in connection with the Farmington
Lease, the Farmington Bonds Guarantee or otherwise with respect to the Farmington Bonds.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.50  "<U>Term Loan Intangibles</U>" shall mean all of the following assets of Debtors, whether
now owned or hereafter acquired:  contracts, contract rights, leases, licenses and general
intangibles relating to the Intellectual Property, Equipment and Real Property, including, without
limitation, all service agreements (including utility services and supply agreements), permits and
licenses, operating agreements, equipment and real property leases and contract rights, choses in
action or causes of action or claims with respect to Intellectual Property, Equipment or Real
Property, instruments or chattel paper which evidences a payment for Intellectual Property,
Equipment or Real Property sold by any Debtor, documents which evidence rights to Intellectual
Property, Equipment or Real Property, guaranty or warranty claims with respect to Intellectual
Equipment or Real Property, and the proceeds of all of the foregoing.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.51	"<U>Term Loan Lender Agreements</U>" shall mean, collectively, the following (as the
same now exist or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced):  (a)&nbsp;the Term Loan Agreement;  (b)&nbsp;the Restructuring Agreement; (c) the
Term Loan Senior Notes; (d)&nbsp;the Miamisburg Headquarters Lease; (e)&nbsp;the Sussex Lease; (f)&nbsp;the
Farmington Lease; (g) Farmington Bonds Guarantee; (h)&nbsp;the agreements of Borrower with
KeyBank with respect to the KeyBank Letters of Credit; (i) the agreements of Borrower with
Bank One with respect to the Bank One Letters of Credit; (j) the agreements, documents and
instruments set forth on Exhibit F hereto; and (k)&nbsp;all other agreements, documents and
instruments at any time executed and/or delivered by any Debtor with, to or in favor of any Term
Loan Lender in connection therewith or related thereto; sometimes being referred to herein
individually as a "Term Loan Lender Agreement".</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.52	"<U>Term Loan Lenders</U>" shall mean, collectively, the following and their respective
successors and assigns (including any other lender or group of lenders that at any time succeeds
to, or refinances, replaces or substitutes for all or any portion of the Term Loan Debt):
(a)&nbsp;KeyBank in its individual capacity and as Term Loan Collateral Agent; (b)&nbsp;Bank One;
(c)&nbsp;Bank of America, N.A., a national banking association, as successor by merger to Security
Pacific National Bank; (d)&nbsp;Fifth Third Bank, Western Ohio, an Ohio banking corporation;
(e)&nbsp;National City Bank, a national banking association; (f) Selco Service Corporation, an Ohio
bank service corporation; (g) Asset Holdings Company VI, LLC., a Massachusetts limited
liability company and (h)&nbsp;Prudential; sometimes each being referred to herein individually as a
"Term Loan Lender".</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.53	"<U>Term Loan Priority Collateral</U>" shall mean the Intellectual Property, the
Equipment, the Real Property and the Term Loan Intangibles, <U>provided</U>, <U>that</U>, the Term Loan
Priority Collateral shall not include the Term Lender Lease Priority Collateral.</P>

<P>	</P>

<P>	1.54	"<U>Term Loan Senior Debt</U>" shall mean the Term Loan Debt in the original aggregate
principal amount of $40,000,000 evidenced by or arising pursuant to the Term Loan Senior
Notes.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.55	"<U>Term Loan Senior Notes</U>" shall mean, collectively, the Term Loan Senior Notes,
each dated of even date herewith, issued by Borrower payable to each Term Loan Lender  in the
aggregate original principal amount of $40,000,000, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.  </P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.56	"<U>Term Loan Subordinated Debt</U>" shall mean the Term Loan Debt in the original
aggregate principal amount of $27,134,417 subject to the terms and conditions of the
Restructuring Agreement including the Term Loan Debt arising pursuant to the contingent
reimbursement obligations of Borrower to (a) KeyBank in respect of the KeyBank Letters of
Credit and (b) Bank One in respect of the Bank One Letters of Credit (as to which Huffy has
represented that all payments have been made directly by Huffy to the beneficiaries of such Bank
One Letter of Credit in respect of amounts covered thereby, but without limiting any rights of
Bank One until such time as it has been released of all of its obligations under such letters of
credit).</P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">	1.57	"<U>Triggering Event</U>" shall mean the following:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		(a)	as to the Term Loan Senior Debt, for purposes of Section 2.17(a)  hereof, any
one of the following: </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(i)	the failure of Debtors to make any regularly scheduled payment of interest
in respect of the Term Loan Senior Debt in accordance with the terms of the Term Loan
Agreement with respect thereto as in effect on the date hereof, which failure continues for more
than the applicable cure period provided for in the Term Loan Agreement as in effect on the date
hereof, </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(ii)	the failure of Debtors to make any mandatory prepayment in respect of the
principal of the Term Loan Senior Debt with the proceeds of an Asset Sale in accordance with
the terms of the Term Loan Agreement as in effect on the date hereof, which failure continues for
more than the applicable cure period with respect thereto provided for in the Term Loan
Agreement, as in effect on the date hereof, </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(iii)	the failure of Debtors to make any payment in respect of the Term Loan
Senior Debt due upon the scheduled maturity date for such debt under the terms of the Term
Loan Agreement, as in effect on the date hereof (or in the event of the extension of such maturity
date, such later date as Term Loan Lenders may agree), or </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(iv)	Debtors shall fail to comply with any material covenant in the Term Loan
Agreement as in effect on the date hereof and both:  (A) such default shall continue for more than
the applicable cure period with respect thereto provided for in the Term Loan Agreement as in
effect on the date hereof and (B) Revolving Loan Agent shall not have waived the Event of
Default arising under the Revolving Loan Agreements as a result of such default under the Term
Loan Agreement, <U>except</U> <U>that</U> (1) in the event that Debtors shall for any applicable period fail to
comply with the covenant in the Term Loan Agreement with respect to the minimum amount of
EBITDA which Debtors are required to maintain under the Term Loan Agreement (as in effect
on the date hereof or as hereafter amended to lower such minimum amount) for such period
pursuant to the terms of the Term Loan Agreement, this clause (iv)(B) shall not apply or (2)&nbsp;in
the event that there shall be a default under Section 8.10 of the Term Loan Agreement (as in
effect on the date hereof) as a result of the loss by Debtors of a significant customer, this clause
(iv)(B) shall not apply;</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		(b)	as to the Term Loan Subordinated Debt, for purposes of Section 2.17(b) hereof,
any one of the following: </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(i)	the failure of Debtors to make any regularly scheduled payment of interest
in respect of the Term Loan Subordinated Debt in accordance with the terms of the Restructuring
Agreement as in effect on the date hereof, which failure continues for more than the applicable
cure period with respect thereto provided for in the Restructuring Agreement as in effect on the
date hereof, </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(ii)	the failure of Debtors to make any mandatory prepayment in respect of the
principal of the Term Loan Subordinated Debt with the proceeds of an Asset Sale in accordance
with the terms of the Restructuring Agreement as in effect on the date hereof, which failure
continues for more than the applicable cure period with respect thereto provided for in the
Restructuring Agreement, as in effect on the date hereof, except if the failure to make such
payment shall be as a result of the failure to satisfy the conditions to such payment set forth in
Section 3.2(c) hereof,  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(iii)	the failure of Debtors to make the regularly scheduled payment of
$1,000,000 in respect of the principal of the Term Loan Subordinated  Debt due each fiscal
quarter of Debtors under the terms of the Term Loan Agreements, as in effect on the date hereof,
or such later date as Term Loan Lenders may agree, except if the failure to make such payment
shall be as a result of the failure to satisfy the conditions to such payment set forth in Section
3.2(b) hereof, or </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(iv)	Debtors shall fail to comply with any material covenant in the
Restructuring Agreement as in effect on the date hereof and both:  (A) such default shall continue
for more than the applicable cure period with respect thereto provided for in the Restructuring
Agreement as in effect on the date hereof and (B) Revolving Loan Agent shall not have waived
the Event of Default arising under the Revolving Loan Agreements as a result of such default
under the Restructuring Agreement, <U>except</U> <U>that</U> (1) in the event that Debtors shall for any
applicable period fail to comply with the covenant in the Restructuring Agreement with respect
to the minimum amount of EBITDA which Debtors are required to maintain under the
Restructuring Agreement (as in effect on the date hereof or as hereafter amended to lower such
minimum amount) for such period, this clause (iv)(B) shall not apply or (2)&nbsp;in the event that there
shall be a default under Section 7.6 of the Restructuring Agreement (as in effect on the date
hereof) as the result of the loss by Debtors of a significant customer, this clause (iv)(B) shall not
apply;</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">		(c)	as to the Term Lender Lease Debt, for purposes of Section 2.17(c), any one of
the following: </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(i)	the failure of Debtors to make any regularly scheduled payment of rent in
accordance with the Farmington Lease (except that no regularly scheduled payments of rent in
respect of the Farmington Lease are due, except to the extent amounts owing thereunder
constitute Term Loan Senior Debt and Term Loan Subordinated Debt and are payable under the
terms of the Term Loan Agreement and the Restructuring Agreement, respectively), the
Miamisburg Headquarters Lease or the Sussex Lease as the case may be, required to be made in
accordance with the terms thereof as in effect on the date hereof, which failure continues for
more than the applicable cure period with respect thereto provided for in the applicable Term
Lender Lease as in effect on the date hereof, </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(ii)	the failure of Debtors to make any mandatory prepayment in respect of the
Term Lender Lease Debt upon the Asset Sale of the asset subject to the applicable Term Lender
Lease with the proceeds of an Asset Sale to the extent required under  the terms of such Term
Lender Lease as in effect on the date hereof, which failure continues for more than the applicable
cure period with respect thereto provided for in such Term Lender Lease, as in effect on the date
hereof, and </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">			(iii)	Debtors shall fail to comply with any material covenant in such Term
Lender Lease as in effect on the date hereof and such default shall continue for more than the
applicable cure period with respect thereto provided for in such Term Lender Lease as in effect
on the date hereof.</FONT></P>

<P><FONT FACE="Times New Roman"> </FONT></P>

<P>	1.58	"<U>Triggering Event Notice</U>" shall mean a written notice by Term Loan Collateral
Agent to Revolving Loan Agent notifying Revolving Loan Agent of: (a)  the occurrence and
continuation of a Triggering Event and (b) the written demand by Term Loan Collateral Agent
(on behalf of the Term Loan Lenders) or any Term Loan Lender for the immediate payment in
full of all of the Term Loan Debt.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.59	All terms defined in the Uniform Commercial Code as in effect in the State of New
York, as otherwise defined herein shall have the meanings set forth therein.  All references to any
term in the plural shall include the singular and all references to any term in the singular shall
include the plural.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.	<U>SECURITY INTERESTS; PRIORITIES; REMEDIES</U></P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.1	Each Revolving Loan Lender hereby acknowledges that the Term Loan Collateral
Agent acting for and on behalf of the Term Loan Lenders has been granted Liens upon all of the
Collateral pursuant to the Term Loan Lender Agreements to secure the Term Loan Debt.  Each
Revolving Loan Lender acknowledges that the Term Lender Lessors have been granted Liens in
the respective real property and fixtures subject to the Term Lender Lease (as in effect on the
date hereof) to which such Term Lender Lessor is a party as lessor.  Each Term Loan Lender
hereby acknowledges that Revolving Loan Agent has been granted Liens upon the Collateral
pursuant to the Revolving Loan Agreements to secure the Revolving Loan Debt.  The Term
Lender Lessors do not have any Liens in any assets or properties of Debtors, <U>except</U> (a) the
interest of Selco in the real property and fixtures subject to the Miamisburg Headquarters Lease
as of the date hereof, (b) the interest of Asset Holdings in the real property and fixtures subject to
the Sussex Lease as of the date hereof, (c) the interest of Prudential in the real property and
fixtures subject to the Farmington Lease as of the date hereof and (d)&nbsp;the indirect interests of
Term Lender Lessors in the Term Loan Priority Collateral to the extent of the Liens granted by
any Debtor to Term Loan Collateral Agent as agent on behalf of and for the benefit of Term
Lender Lessors.  Notwithstanding anything to the contrary contained herein, Term Loan
Collateral Agent is not acting as agent for Term Lender Lessors, except to the extent that Term
Loan Collateral Agent has been granted Liens on the Term Loan Priority Collateral for the
benefit of Term Lender Lessors subject to the priorities and other terms hereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.2	Notwithstanding the order or time of attachment, or the failure or perfection, or the
order, time or manner of perfection, or the order or time of filing or recordation of any document
or instrument, or other method of perfecting a security interest in favor of any Lender in any
Collateral, and notwithstanding any conflicting terms or conditions which may be contained in
any of the Agreements, (a)&nbsp;the Liens upon the Revolving Loan Priority Collateral of Revolving
Loan Agent have and shall have priority over the Liens upon the Revolving Loan Priority
Collateral of Term Loan Collateral Agent and the Term Loan Lenders and such Liens of Term
Loan Collateral Agent and the Term Loan Lenders in the Revolving Loan Priority Collateral are
and shall be, in all respects, subject and subordinate to the Liens of Revolving Loan Agent in the
Revolving Loan Priority Collateral, (b)&nbsp;the Liens upon the Term Loan Priority Collateral of Term
Loan Collateral Agent have and shall have priority over the Liens upon the Term Loan Priority
Collateral of Revolving Loan Agent and such Liens of Revolving Loan Agent in the Term Loan
Priority Collateral are and shall be, in all respects, subject and subordinate to the Liens of Term
Loan Collateral Agent in the Term Loan Priority Collateral, and (c) the Liens upon the Term
Lender Lease Priority Collateral of Term Lender Lessors have and shall have priority over the
Liens upon the Term Lender Lease Priority Collateral of Term Loan Collateral Agent and
Revolving Loan Agent and such Liens of Term Loan Collateral Agent and Revolving Loan
Agent in the Term Lender Lease Priority Collateral are and shall be, in all respects, subject and
subordinate to the Liens of Term Lender Lessors in the Term Lender Lease Priority Collateral.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.3	Except as otherwise provided in Sections 2.6, 3.2 and 3.3 hereof, the Net Available
Proceeds of any sale, disposition or other realization upon all or any part of the Collateral (other
than the Term Loan Priority Collateral and the Term Lender Lease Priority Collateral) shall be
applied in the following order of priorities:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	first, to the payment in full of the expenses of such sale, disposition or other
realization upon such Revolving Loan Priority Collateral of any Lender, including all expenses,
liabilities and advances incurred or made in connection therewith (including reasonable
attorneys' fees and legal expenses); </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	second, to the payment in full of the other Revolving Loan Debt in whatever
manner and order Revolving Loan Agent chooses in accordance with the provisions of the
Revolving Loan Agreements and applicable law; </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	third, to the payment in full of the Term Loan Senior Debt in accordance with
the provisions of the Term Loan Agreement and applicable law; </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)	fourth, to the payment in full of the Term Loan Subordinated Debt in
accordance with the provisions of the Restructuring Agreement and applicable law; and</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(e)	fifth, to the payment in full of the Term Lender Lease Debt ratably in
accordance with the provisions of the Term Lender Leases and applicable law (other than any
Term Lender Lease Debt owing to Prudential pursuant to the Farmington Lease).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.4	Except as otherwise provided in Sections 2.6, 3.2 and 3.3 hereof, the Net Available
Proceeds of any sale, disposition or other realization upon all or any part of the Term Loan
Priority Collateral shall be applied in the following order of priorities:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	first, to the payment in full of the expenses of such sale, disposition or other
realization upon such Term Loan Priority Collateral of any Lender, including all expenses,
liabilities and advances incurred or made in connection therewith (including reasonable
attorneys' fees and legal expenses);</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	second, to the payment in full of the Term Loan Senior Debt in accordance
with the provisions of the Term Loan Agreement and applicable law;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	third, to the payment in full of the Revolving Loan Debt in whatever order and
manner Revolving Loan Agent chooses in accordance with the provisions of the Revolving Loan
Agreements and applicable law;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)	fourth, to the payment in full of the Term Loan Subordinated Debt in
accordance with the provisions of the Restructuring Agreement and applicable law; and</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(e)	fifth, to the payment in full of the Term Lender Lease Debt ratably in
accordance with the provisions of the  Term Lender Leases and applicable law (other than any
Term Lender Lease Debt owing to Prudential pursuant to the Farmington Lease).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.5	Except as otherwise provided in Sections 2.6, 3.2 and 3.3 hereof, the Net Available
Proceeds of any sale, disposition or other realization upon all or any part of the Term Lender
Lease Priority Collateral shall be applied in the following order of priorities:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	first, to the payment in full of the expenses of such sale, disposition or other
realization upon such Term Lender Lease  Priority Collateral of any Lender, including all
expenses, liabilities and advances incurred or made in connection therewith (including
reasonable attorneys' fees and legal expenses);</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	second, to the payment in full of the Term Lender Lease Debt arising pursuant
to the Term Lender Lease of the specific Term Lender Lease Priority Collateral that is subject to
such sale, disposition or other realization, in accordance with the provisions of such Term Lender
Lease and applicable law;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	third, to the payment in full of the Term Loan Senior Debt in accordance with
the provisions of the Term Loan Agreement and applicable law;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)	fourth, to the payment in full of the Revolving Loan Debt in whatever manner
and order Revolving Loan Agent chooses in accordance with the provisions of the Revolving
Loan Agreement and applicable law; </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(e)	fifth, to the payment in full of the Term Loan Subordinated Debt in accordance
with the provisions of the Restructuring Agreement and applicable law.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.6    Notwithstanding anything to the contrary set forth in Sections 2.3, 2.4 or 2.5 above,
but subject to Section 3.2 hereof, in the event of a Business Unit Sale, the Net Available
Proceeds of any such sale shall be applied as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	first, to the payment in full of the expenses of such sale of any Lender,
including all expenses, liabilities and advances incurred or made by any Lender in connection
therewith (including reasonable attorneys' fees and legal expenses);</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	second, </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(i)	to the payment of the Revolving Loan Debt in whatever manner and order
Revolving Loan Agent chooses in accordance with the provisions of the Revolving Loan
Agreements and applicable law (or to be held as cash collateral in respect of Revolving Loan
Debt constituting contingent obligations of Debtors) up to an amount equal to the greater of
(A)&nbsp;the Availability of the Division or Debtor whose assets or capital stock is subject to such
Asset Sale or (B)&nbsp;the amount of the Revolving Loan Debt owing by such Debtor (and including
for this purpose any Division of any Debtor) (which consists of only the principal amount and
related indebtedness described in Section 1.38 hereof and is subject to the limitations set forth
therein); <U>provided</U>, <U>that</U>, if the Debtor whose assets or capital stock is sold shall not be a
Borrower, then the amount of the payment to be applied to the Revolving Loan Debt shall be up
to an amount equal to the Revolving Loan Priority Collateral of such Debtor, and </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(ii)	to the extent the assets subject to such Asset Sale include any of the Term
Lender Lease Priority Collateral, to the payment in full of the Term Lender Lease Debt arising
pursuant to the Term Lender Lease with respect to such assets;</P>

<BR WP="BR1"><BR WP="BR2">
<P><U>provided</U>, <U>that</U>, notwithstanding anything to the contrary contained herein, in any of the
Agreements or otherwise, no such Asset Sale shall be deemed consented to by any Lender or
otherwise permitted by Lenders unless the cash or other immediately available funds received by
Revolving Loan Agent and the applicable Term Lender Lessor pursuant to this Section 2.6(b)
from the Net Available Proceeds of such Asset Sale equals or exceeds the aggregate amount to
be paid to Revolving Loan Agent and such Term Lender Lessor pursuant to this Section 2.6(b);</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	third, to the payment in full of the Term Loan Senior Debt in accordance with
the provisions of the Term Loan Agreement and applicable law; and<U></U></P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)	fourth, as to any proceeds then remaining (i) seventy-five (75%) percent of
such remaining proceeds, to the payment of the Term Loan Subordinated Debt in accordance
with the provisions of the Restructuring Agreement and applicable law (<U>provided</U>, <U>that</U>, as of the
date of any such payment and after giving effect thereto, (A) the condition set forth in Section
3.2(c) hereof shall be satisfied, and (B) in the event such condition is not satisfied, then such
proceeds shall be applied to such of the Revolving Loan Debt as Revolving Loan Agent may
determine until such conditions are satisfied and thereafter, any balance shall be applied to the
Term Loan Subordinated Debt as provided herein) and (ii)&nbsp;twenty-five (25%) percent of such
remaining proceeds, to the payment of the Revolving Loan Debt in whatever manner and order
Revolving Loan Agent chooses in accordance with the provisions of the Revolving Loan
Agreements and applicable law.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.7	The lien priorities provided in Section 2.2 shall not be altered or otherwise affected
by any amendment, modification, supplement, extension, renewal, restatement or refinancing of
either the Revolving Loan Debt or the Term Loan Debt, nor by any action or inaction which any
Lender may take or fail to take in respect of the Collateral.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.8	Each Lender shall be solely responsible for perfecting and maintaining the
perfection of its Lien in and to each item constituting the Collateral in which such Lender has
been granted a Lien.  The foregoing provisions of this Intercreditor Agreement are intended
solely to govern the respective lien priorities as between the Lenders and shall not impose on any
Lender any obligations in respect of the disposition of proceeds of foreclosure on any Collateral
which would conflict with prior perfected claims therein in favor of any other person or any
order or decree of any court or other governmental authority or any applicable law.  Each Lender
agrees that it will not contest the validity, perfection, priority or enforceability of the Liens upon
the Collateral of Revolving Loan Agent, Term Loan Collateral Agent or the Term Lender
Lessors and that as between Revolving Loan Agent, Revolving Loan Lenders, the Term Loan
Collateral Agent and Term Loan Lenders, the terms of this Intercreditor Agreement shall govern
even if part or all of the Revolving Loan Debt or the Term Loan Debt or the Liens securing
payment and performance thereof are avoided, disallowed, set aside or otherwise invalidated in
any judicial proceeding or otherwise.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.9	In the event that any Lender shall, in the exercise of its respective rights under its
Agreements, receive possession or control of any books and records of any Debtor which contain
information identifying or pertaining to any of the property of any Debtor in which the other
party has been granted a Lien, it shall notify the other Lenders that it has received such books
and records and shall, as promptly as practicable thereafter, make available to the other Lenders
such books and records for inspection and duplication.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.10	Subject to the terms and conditions set forth in this Intercreditor Agreement,
(a)&nbsp;Revolving Loan Agent shall have the exclusive right to manage, perform and enforce the
terms of the Revolving Loan Agreements with respect to the Revolving Loan Priority Collateral,
to exercise and enforce all privileges and rights thereunder according to its discretion and the
exercise of its business judgment, including, without limitation, the exclusive right to take or
retake control or possession of such Collateral and to hold, prepare for sale, process, sell, lease,
dispose of, or liquidate such Collateral; (b) Term Loan Collateral Agent shall have the exclusive
right to manage, perform and enforce the terms of the Term Loan Lender Agreements with
respect to the Term Loan Priority Collateral, to exercise and enforce all privileges and rights
thereunder according to its discretion and the exercise of its business judgment, including,
without limitation, the exclusive right to take or retake control or possession of such Collateral
and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such Collateral; and (c)
each Term Lender Lessor shall have the exclusive right to manage, perform and enforce the
terms of its Term Lender Lease with respect to the Term Lender Lease Priority Collateral subject
to such Term Lender Lease, to exercise and enforce all privileges and rights thereunder according
to its discretion and the exercise of its business judgment, including, without limitation, the
exclusive right to take or retake control or possession of such Collateral and to hold, prepare for
sale, process, sell, lease, dispose of, or liquidate such Collateral.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.11	Notwithstanding anything to the contrary contained in any of the Agreements but
subject to such written agreement by and among Lenders and Borrowers setting forth the terms
of the consent by Lenders to certain Business Unit Sales, only the Lender with the senior Lien in
the Collateral shall have the right to restrict or permit, or approve or disapprove, the sale, transfer
or other disposition of such Collateral.  The Lender with the junior Lien on any Collateral shall:
(a)&nbsp;immediately upon the request of the Lender with a senior Lien thereon, release or otherwise
terminate its Liens on such Collateral, to the extent such Collateral is sold or otherwise disposed
of either by such Lender with the senior Lien, its agents, or any Debtor, with the consent of such
senior Lender and will immediately deliver such other release documents as the Lender with the
senior Lien thereon may reasonably require in connection therewith and (b)&nbsp;shall be deemed to
have consented under its Agreements to such sale or other disposition.  Any sale of Collateral by
a Lender shall be conducted in a commercially reasonable manner, <U>provided</U>, <U>that</U>,
notwithstanding that any other Lender may assert or claim that any such sale by a Lender was not
conducted in a commercially reasonable manner, such other Lender shall comply with the terms
of Sections 2.11(a) and (b) above, but such compliance by such Lender shall not be construed to
waive or release any claims by such Lender that such sale was not conducted in a commercially
reasonable manner.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.12	(a)	In the event that Term Loan Collateral Agent or any Term Loan Lender shall
acquire ownership or possession of any of the Term Loan Priority Collateral, or the Term Lender
Lease Priority Collateral,  or shall, through the exercise of remedies under Term Loan Lender
Agreements or otherwise, sell any of the Term Loan Priority Collateral, or the Term  Lender
Lease Priority Collateral, to any third party (a "Third Party Purchaser"), Revolving Loan Agent
shall have the right (and Term Loan Collateral Agent or such Term Loan Lender shall require as
a condition of such sale to the Third Party Purchaser that the Third Party Purchaser agree to
permit Revolving Loan Agent), at Revolving Loan Agent's option, to:  (i) enter any or all of the
Real Property during normal business hours or in order to inspect, remove or take any action
with respect to the Revolving Loan Priority Collateral or to enforce Revolving Loan Agent's
rights with respect thereto, including, but not limited to, the examination and removal of
Revolving Loan Priority Collateral and the examination and duplication of the books and records
of any Debtor related to the Revolving Loan Priority Collateral or to otherwise handle, deal with
or dispose of any Revolving Loan Priority Collateral, such right to include, without limiting the
generality of the foregoing, the right to conduct one or more public or private sales or auctions
thereon; and (ii)&nbsp;use any of the Equipment consisting of computers or other data processing
equipment related to the storage or processing of records, documents or files pertaining to the
Revolving Loan Priority Collateral and use any other Equipment to handle, deal with or dispose
of any Revolving Loan Priority Collateral pursuant to the rights of Revolving Loan Agent and
Revolving Loan Lenders as set forth in the Revolving Loan Agreements, the Uniform
Commercial Code of any applicable jurisdiction and other applicable law; and (iii)&nbsp;use any of the
Intellectual Property marked or stamped on any Revolving Loan Priority Collateral or otherwise
required to collect or realize on any Revolving Loan Priority Collateral.  Lenders shall not have
any responsibility or liability for the acts or omissions of any other Lender arising in connection
with such other Lender's use and/or occupancy of the Real Property, Equipment or Intellectual
Property. </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	The rights of Revolving Loan Agent pursuant to Sections 2.12(a)(i) and
2.12(a)(ii) above shall continue for a period of up to one hundred twenty (120) days after the date
that Revolving Loan Agent receives a written request from Term Loan Collateral Agent to
remove the Revolving Loan Priority Collateral from such Real Property or cease use of such
Equipment. The rights of Revolving Loan Agent pursuant to Section 2.12(a)(iii) above shall
continue for a period of up to one hundred eighty (180) days after the date that Revolving Loan
Agent receives a written notice from Term Loan Collateral Agent requesting that Revolving
Loan Agent cease the use of such Intellectual Property, <U>provided</U>, <U>that</U>, Revolving Loan Agent
may continue to use such Intellectual Property after the end of such period to the extent
necessary for Revolving Loan Agent to enforce its rights and remedies with respect to any
Receivables (as such term is defined in the Revolving Loan Agreements) of Debtors.  The time
periods set forth herein shall be tolled during the pendency of any Insolvency Proceeding or
other proceeding pursuant to which Revolving Loan Agent is effectively stayed from enforcing
its rights against the Revolving Loan Priority Collateral.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.13	(a)  Revolving Loan Lenders shall have the right, but not any obligation, to cure any
event of default under the Term Loan Lender  Agreements for the account of any Debtor.  In no
event shall any Revolving Loan Lender, by virtue of the payment of amounts or performance of
any obligation required to be paid or performed by any Debtor, be deemed to have assumed any
obligation of any Debtor to Term Loan Collateral Agent, Term Loan Lenders or any other
person.  In the event that the default under the Agreements which is the basis for any Triggering
Event or otherwise shall be cured, whether by any Revolving Loan Lender, any Debtor or any
other person, or shall be waived or otherwise cease to exist, the rights of Term Loan Lenders
under Section 2.17 hereto to enforce any Liens on the Term Loan Priority Collateral or the Term
Lender Lease Priority Collateral or to take any other action shall cease with respect to such event
of default.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	Term Loan Lenders shall have the right, but not any obligation, to cure any
event of default under the Revolving Loan  Agreements for the account of any Debtor.  In no
event shall any Term Loan Lender, by virtue of the payment of amounts or performance of any
obligation required to be paid or performed by any Debtor, be deemed to have assumed any
obligation of any Debtor to Revolving Loan Agent, Revolving Loan Lenders or any other person.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.14	If Revolving Loan Lender should honor a request by any Debtor for a loan, advance
or other financial accommodation under the Revolving Loan Agreements, whether or not
Revolving Loan Agent or such Revolving Loan Lender has knowledge that the honoring of such
request would result in an event of default, or act, condition or event which with notice or
passage of time or both would constitute an event of default, under the Term Loan Lender
Agreements, in no event shall Revolving Loan Agent or such Revolving Loan Lender have any
liability whatsoever to Term Loan Collateral Agent or the Term Loan Lenders as a result of such
breach, and without limiting the generality of the foregoing, Term Loan Collateral Agent and
Term Loan Lenders agree that Revolving Loan Agent or Revolving Loan Lender shall not have
any liability for tortious interference with contractual relations or for inducement by Revolving
Loan Agent or Revolving Loan Lender of any Debtor to breach of contract or otherwise.
Nothing contained in this Section&nbsp;2.14 shall limit or waive any right that Term Loan Collateral
Agent or any other Term Loan Lender has to enforce any of the provisions of the Term Loan
Lender Agreements against any Debtor.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.15	Except as otherwise specifically provided in Sections 2.16 and 2.17 hereof,
notwithstanding any rights or remedies available to a Lender under any of the Agreements,
applicable law or otherwise, Term Loan Collateral Agent and the Term Loan Lenders shall not,
directly or indirectly, (a) seek to collect from any Debtor (including, without limitation, from or
by way of any Collateral) any of the Term Loan Debt or exercise any of its rights or remedies
upon a default or event of default by any Debtor under the Term Loan Lender Agreements or
otherwise, or (b)&nbsp;seek to foreclose or realize upon (judicially or non-judicially) its Lien on any
Collateral or assert any claims or interests therein (including, without limitation, by setoff or
notification of account debtors), or (c)&nbsp;commence any action or proceeding against any Debtor or
its properties under the U.S. Bankruptcy Code or any other Insolvency Proceeding (but without
limiting any rights of Term Loan Collateral Agent and Term Loan Lenders to commence any
action or proceeding in an Insolvency Proceeding), or (d) take any other action against any
Debtor and the Collateral. </P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.16	The foregoing shall not in any way limit or impair the right of Term Loan Collateral
Agent or any Term Loan Lender to:  (a) bid for and purchase Collateral at any private or judicial
foreclosure upon such Collateral initiated by Revolving Loan Lenders, or (b) participate in any
administrative, legal or equitable action or proceeding against any Debtor seeking any
reorganization, liquidation, bankruptcy or any other action involving the readjustment of all or
any part of the Term Loan Debt, or other similar relief under the U.S. Bankruptcy Code, or
(c)&nbsp;exercise its right to accelerate the maturity of the Term Loan Debt under the Term Loan
Lender Agreements pursuant to a Triggering Event Notice or on or after the acceleration by the
Revolving Loan Lenders of the Revolving Loan Debt, or (d) send such notices of the existence
of, or any evidence or confirmation of, the Term Loan Debt under the Term Loan Lender
Agreements or the Liens of Term Loan Collateral Agent in the Collateral, or of Term Lenders
Lessors in the Term Lender Lease Priority Collateral, to any court or governmental agency, or
file or record any such notice or evidence to the extent necessary to prove or preserve the Liens
of Term Loan Collateral Agent in the Collateral, or of Term Lenders Lessors in the Term Lender
Lease Priority Collateral, or the Term Loan Debt or (e) commence legal proceedings against any
Debtor (but not the Collateral or any other assets of Debtor) to the extent necessary to prevent the
expiration of any applicable statute of limitation with respect to such Term Loan Lender's rights
under the Term Loan Lender Agreements (but not obtain or enforce any judgment against any
Debtor); <U>provided</U>, <U>that</U>, such legal proceeding does not interfere with the rights of Revolving
Loan Agent or the other Revolving Loan Lenders in and to the Collateral or the Revolving Loan
Debt or the exercise by Revolving Loan Agent or the other Revolving Loan Lenders of such
rights or involve any contest or challenge to the validity, perfection, priority or enforceability of
the Liens of Revolving Loan Lenders or of the Revolving Loan Debt or (f) join (but not control)
any foreclosure or other lien enforcement proceeding with respect to the Collateral or any Debtor
initiated by Revolving Loan Agent or any other Revolving Loan Lender, so long it does not
delay or interfere with the exercise by Revolving Loan Agent or Revolving Loan Lenders of its
or their rights.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.17	Notwithstanding anything to the contrary contained in Sections 2.15 and 2.16
above:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	Term Loan Collateral Agent shall have the right to seek to collect from any
Debtor any of the Term Loan Senior Debt or exercise any of its rights or remedies at law or in
equity upon the default which is the basis for such Triggering Event under the Term Loan
Agreement (other than with respect to any Collateral on which it has a Lien junior to any Lien of
Revolving Loan Agent pursuant to the terms hereof), take action to enforce its Liens on any of
the Term Loan Priority Collateral or assert any claims or interests therein, or commence any
action or proceeding against any Debtor or its properties under the U.S. Bankruptcy Code or any
other Insolvency Proceeding or take any other action against any Debtor and the Term Loan
Priority Collateral, commencing five (5) days after the date Revolving Loan Agent has received
(in accordance with Section 5.6 hereof) a Triggering Event Notice with respect to a Triggering
Event as to the Term Loan Senior Debt and for so long as the same is continuing, subject at all
times to the provisions of Sections 2.2, 2.3, 2.4 and 2.5 of this Intercreditor Agreement;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	Term Loan Collateral Agent shall have the right to seek to collect from any
Debtor any of the Term Loan Subordinated Debt or exercise any of its rights or remedies at law
or in equity upon the default which is the basis for such Triggering Event under the Restructuring
Agreement (other than with respect to any Collateral on which it has a Lien junior to any Lien of
Revolving Loan Agent pursuant to the terms hereof), take action to enforce its Liens on any of
the Term Loan Priority Collateral or assert any claims or interests therein, or commence any
action or proceeding against any Debtor or its properties under the U.S. Bankruptcy Code or any
other Insolvency Proceeding or take any other action against any Debtor and the Term Loan
Priority Collateral commencing five (5) days after the date Revolving Loan Agent has received
(in accordance with Section 5.6 hereof) a Triggering Event Notice with respect to the Term Loan
Subordinated Debt and for so long as the same is continuing, unless Revolving Loan Agent shall
send a Standstill Notice and in such event Term Loan Collateral Agent shall have the right to
take such action after the end of the applicable Standstill Period;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	any Term Lender Lessor shall have the right to take action to enforce its Lien
on the real property and fixtures subject to its Term Lender Lease or assert any claims or interests
therein, or exercise any similar remedies with respect thereto, commencing five (5) days after the
date Revolving Loan Agent has received (in accordance with Section 5.6 hereof) a Triggering
Event Notice with respect to the Term Lender Lease Debt pursuant to which the Triggering
Event has occurred and for so long as the same is continuing;</P>

<BR WP="BR1"><BR WP="BR2">
<P><U>Provided</U>, <U>that</U>, notwithstanding anything to the contrary contained herein, Term Loan Collateral
Agent and Term Lender Lessor (if applicable) shall give ten (10) days written notice to
Revolving Loan Agent and Huffy after a Triggering Event Notice to Revolving Loan Agent prior
to the exercise of the rights of any Term Loan Lender to take or have entered any judgment
pursuant to any confession of judgment or "cognovit" given by any Debtor to any Term Loan
Lender.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.18	Each Agent shall give to the other Agent concurrently with the giving thereof to any
Debtor, (a) a copy of any written notice by such Agent of either a default or an event of default
under its Agreements with any Debtor, or written notice of demand of payment from any Debtor,
and (b) any written notice sent by such Agent to any Debtor at any time an event of default under
the Term Loan Lender Agreements in the case of Term Loan Collateral Agent and an Event of
Default in the case of Revolving Loan Agent exists stating such Agent's intention to exercise any
of its enforcement rights or remedies, including written notice pertaining to any foreclosure on
any of the Collateral or other judicial or non-judicial remedy in respect thereof, and any legal
process served or filed in connection therewith; <U>provided</U>, <U>that</U>, the failure of any party to give
notice as required hereby shall not affect the relative priorities of Lenders' respective Liens as
provided herein or the validity or effectiveness of any such notice as against any Debtor.  Each
Debtor hereby authorizes and consents to each Agent sending any such notices or any other
information with respect to any Debtor to the other Agent or any Lender.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.19	At any time after the date two (2) business days prior to the end of the Standstill
Period, prior to taking any action with respect to the Term Loan Priority Collateral, Term Loan
Collateral Agent shall give Revolving Loan Agent not less than two (2) business days prior
written notice of its intention to take such action, which notice shall specify the event of default
which is the basis for such action and the action which Term Loan Collateral Agent intends to
take.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.20	Notwithstanding anything to the contrary contained in any of the Term Loan Lender
Agreements, no Term Loan Lender has any rights in or to any Collateral (except indirectly
through Term Loan Collateral Agent) or right to take any action with respect to any Collateral,
<U>except</U> for the rights of Term Loan Lessors with respect to the real property and fixtures subject
to the Term Lender Leases.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	3.	SUBORDINATION OF TERM LOAN SUBORDINATED DEBT;</P>

<P>		<U>PAYMENT LIMITATIONS ON TERM LOAN SENIOR DEBT  </U></P>

<BR WP="BR1"><BR WP="BR2">
<P>	3.1	<U>Subordination</U>.  Except as specifically set forth in Section 3.2 below, each Term
Loan Lender hereby subordinates its right to payment and satisfaction of the Term Loan
Subordinated Debt and the payment thereof, directly or indirectly, by any means whatsoever, is
deferred, to the indefeasible payment and satisfaction in full of all Revolving Loan Debt.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	3.2	<U>Permitted Payments</U>.  Term Loan Lenders hereby agree that, notwithstanding
anything to the contrary contained in Sections 2.3, 2.4, 2.5, 2.6 or 3.1 hereof (but subject to the
rights of Term Loan Lenders under Section 2.17 hereof), Debtors shall not, directly or indirectly,
make and Term Loan Lenders shall not, directly or indirectly, accept or receive any payment of
principal or interest or any prepayment or non-mandatory payment or any payment pursuant to
acceleration or claims of breach or any payment from Debtors to acquire Term Loan Debt or
otherwise in respect of any Term Loan Debt, except:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	Borrowers may make regularly scheduled payments of interest and fees, on an
unaccelerated basis, in respect of Term Loan Debt in accordance with the terms of the Term
Loan Lender Agreements as in effect on the date hereof;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	Huffy may make regularly scheduled payments of principal on an
unaccelerated basis, in respect of the Term Loan Subordinated Debt in accordance with the terms
of the Restructuring Agreement as in effect on the date hereof; <U>provided</U>, <U>that</U>, </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(i)	as to each such payment of principal, each of the following conditions is
satisfied:</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(A)   as of the date of any such payment and after giving effect thereto,
Excess Availability shall be not less than (1) $25,000,000, if such payment is to be made at any
time during the period commencing December 31 of any year through and including March 30 of
the following year, (2) $20,000,000, if such payment is to be made at any time during the period
commencing March 31 of any year through and including June 29 of such year, (3) $25,000,000,
if such payment is to be made at any time during the period commencing June 30 of any year
through and including September 29 of such year, and (4) $15,000,000, if such payment is to be
made at any time during the period commencing September 30 of any year through and including
December 30 of such year, and</P>

<BR WP="BR1"><BR WP="BR2">
<P>				(B)  in no event shall the aggregate amount of all such payments in any
fiscal quarter of Huffy exceed $1,000,000 (or such larger amount as may be permitted under
Section 3.2(b)(ii) below but in any event and in each case subject to the satisfaction of the
condition in Section 3.2(b)(i)(A) above);</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(ii)	if as of the date any such regularly scheduled payment is required to be
made under the terms of the Restructuring Agreement, Huffy is not permitted to make such
payment as a result of its failure to satisfy the condition set forth in Section 3.2(b)(i) above, at
any time thereafter, if such condition is and shall be satisfied, upon three (3) business days prior
written notice by Borrowers to Revolving Loan Agent, Huffy may make such payment as it did
not previously make when due, together with any other payment then due and otherwise
permitted hereunder (but only so long as after giving effect to all such payments, the Excess
Availability is as required under Section 3.2(b)(i)(A) above); and</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(iii)	in the event that Revolving Loan Agent has not received the information
that it requires in order to be able to calculate the Excess Availability for purposes hereof, (A)&nbsp;no
such payments shall be made until such time as Revolving Loan Agent has obtained such
information and (B)&nbsp;Revolving Loan Agent shall use all reasonable efforts to obtain such
information (including to the extent permitted under its Agreements and applicable law sending
an auditor to the premises of Huffy);</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	Huffy may make payments of principal in respect of the Term Loan
Subordinated Debt in accordance with the terms of the Restructuring Agreement (as in effect on
the date hereof) with the proceeds from Asset Sales, to the extent permitted in Sections 2.3, 2.4,
2.5 and 2.6 hereof (and including payments with the proceeds from such Asset Sales pursuant to
the exercise by Term Loan Collateral Agent of its rights or remedies with respect to the
Collateral subject to such Asset Sales), <U>provided</U>, <U>that</U>, </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(i)	as to each such payment of principal, as of the date of any such payment
and after giving effect thereto, Excess Availability shall be not less than (A) $25,000,000, if such
payment is to be made at any time during the period commencing December 31 of any year
through and including March 30 of the following year, (B) $20,000,000, if such payment is to be
made at any time during the period commencing March 31 of any year through and including
June 29 of such year, (C) $25,000,000, if such payment is to be made at any time during the
period commencing June 30 of any year through and including September 29 of such year, and
(D) $15,000,000, if such payment is to be made at any time during the period commencing
September 30 of any year through and including December 30 of such year,    </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(ii)	if as of the date any such mandatory prepayment is required to be made
under the terms of the Restructuring Agreement, Huffy is not permitted to make such payment as
a result of its failure to satisfy the condition set forth in Section 3.2(c)(i) above, at any time
thereafter, if such condition is and shall be satisfied, upon three (3) business days prior written
notice by Huffy to Revolving Loan Agent, Huffy may make such payment as it did not
previously make when due, together with any other payment then due and otherwise permitted
hereunder (but only so long as after giving effect to all such payments, the Excess Availability is
as required under Section 3.2(c)(i) above), and</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(iii)	in the event that Revolving Loan Agent has not received the information
that it requires in order to be able to calculate the Excess Availability for purposes hereof, (A)&nbsp;no
such payments shall be made until such time as Revolving Loan Agent has obtained such
information and (B)&nbsp;Revolving Loan Agent shall use all reasonable efforts to obtain such
information (including to the extent permitted under its Agreements and applicable law, sending
an auditor to the premises of Huffy);</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)	Borrowers may make payments of principal in respect of the Term Loan Senior
Debt in accordance with the terms of the Term Loan Agreement (as in effect on the date hereof)
with the proceeds from Asset Sales to the extent permitted in Sections 2.3, 2.4, 2.5 and 2.6 above
(and including payments with the proceeds from such Asset Sales pursuant to the exercise by
Term Loan Collateral Agent of its rights or remedies with respect to the Collateral subject to
such Asset Sale);</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(e)	Huffy may make regularly scheduled monthly rental payments in respect of the
Term Lender Lease Debt in accordance with the terms of the Sussex Lease (as in effect on the
date hereof) and the Miamisburg Headquarters Lease (as in effect on the date hereof).  Debtors
shall not make or be required to make any payments to Prudential in respect of the Farmington
Lease or otherwise in respect of the Farmington Bonds, except to the extent that any payments in
respect of the Term Loan Senior Debt or the Term Loan Subordinated Debt, or payments with
proceeds of the Term Lender Lease Priority Collateral consisting of the real property subject to
the Farmington Lease, which are permitted to be made hereunder are allocated to the obligations
of Debtors in respect thereof;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(f)	Huffy may make payments in respect of the Term Lender Lease Debt in
accordance with the terms of the applicable Term Lender Lease (as in effect on the date hereof)
with the proceeds from Asset Sales to the extent permitted in Sections 2.3, 2.4, 2.5 and 2.6
hereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	3.3	<U>Distributions</U>.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	Except as otherwise provided in Section 2.6 above, in the event of any
distribution, division, or application, partial or complete, voluntary or involuntary, by operation
of law or otherwise, of all or any part of the assets of any Debtor or the proceeds thereof to the
creditors of such Debtor or readjustment of the obligations and indebtedness of any Debtor,
whether by reason of an Insolvency Proceeding, or upon the sale of all or substantially all of any
Debtor's assets, then, and in any such event, (i) Revolving Loan Lenders shall first receive
indefeasible payment in full in cash or other immediately available funds of all of the Revolving
Loan Debt prior to the payment of all or any part of the Term Loan Subordinated Debt, and (ii)
Revolving Loan Lenders shall be entitled to receive any payment or distribution of any kind or
character, whether in cash, securities or other property, which may be payable or deliverable in
respect of any or all of the Term Loan Subordinated Debt, <U>provided</U>, <U>that</U>, nothing contained in
this Section 3.3(a) shall be construed to affect the rights of Prudential or the rights of the other
Term Loan Lenders to receive proceeds from the sale, assignment or other disposition of the
Farmington Lease or the Real Property and fixtures subject to the Farmington Lease in
accordance with the terms of the Restructuring Agreement as in effect on the date hereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	In the event Term Loan Collateral Agent or any Term Loan Lender does not
file a proper claim or proof of debt in the form required in connection with any dissolution,
winding-up, liquidation or reorganization of any Debtor in any Insolvency Proceeding prior to
thirty (30) days before the expiration of the time to file such claim or proofs, then Revolving
Loan Agent shall have the right to file and prove all claims therefor and to take such other action
in the name of Term Loan Collateral Agent or such Term Loan Lender or otherwise as Revolving
Loan Agent may determine to be necessary or appropriate for the enforcement of the provisions
of this Intercreditor Agreement.  Notwithstanding anything to the contrary contained herein,
Term Loan Lenders shall be entitled to vote their claims in any Insolvency Proceeding so long as
Term Loan Lenders do not (i)&nbsp;challenge any Liens of Revolving Loan Agent, or (ii)&nbsp;challenge or
dispute the validity or priority of any Revolving Loan Debt.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	To the extent necessary for Revolving Loan Lenders to realize the benefits of
the subordination of the Term Loan Subordinated Debt provided for herein (including the right to
receive any payment and distributions which might otherwise be payable or deliverable in
respect of the Term Loan Subordinated Debt in any Insolvency Proceeding or otherwise), Term
Loan Lenders shall execute and deliver to Revolving Loan Agent (and Term Loan Collateral
Agent is hereby expressly irrevocably authorized by the other Term Loan Lenders to execute and
deliver on behalf of each other Term Loan Lender) such instruments or documents (together with
such assignments or endorsements as Revolving Loan Lenders shall deem necessary), as may be
reasonably requested by Revolving Loan Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	3.4	<U>Payments Received by Term Loan Lenders</U>.  Except for payments received by Term
Loan Lenders as provided in Sections 2.3, 2.4, 2.5, 2.6 and 3.2 above (including, without
limitation, any payments with proceeds realized pursuant to the exercise by Term Loan Collateral
Agent or any Term Lender Lessor of its remedies (other than proceeds of Revolving Loan
Priority Collateral), should any payment or distribution or security or instrument or proceeds
thereof be received by any Term Loan Lender in respect of the Term Loan Debt (including,
without limitation, any payments with proceeds of any Revolving Loan Priority Collateral), such
Term Loan Lender shall receive and hold the same in trust, as trustee, for the benefit of
Revolving Loan Lenders, segregated from other funds and property of such Term Loan Lender
and shall forthwith deliver the same to Revolving Loan Agent (together with any endorsement or
assignment of such Term Loan Lender where necessary), for application to any of the Revolving
Loan Debt.  In the event of the failure of any Term Loan Lender to make any such endorsement
or assignment to Revolving Loan Agent, Revolving Loan Agent, or any of its officers or
employees, are hereby irrevocably authorized on behalf of such Term Loan Lender to make the
same.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	3.5	<U>Instrument Legend and Notation</U>.  Any instrument at any time evidencing the Term
Loan Subordinated Debt, or any portion thereof, shall be permanently marked on its face with a
legend conspicuously indicating that payment thereof is subordinate in right of payment to the
Revolving Loan Debt and subject to the terms and conditions of this Intercreditor Agreement,
and (A)&nbsp;after being so marked certified copies thereof shall be delivered to Revolving Loan
Agent and (B)&nbsp;the original of any such instrument shall be immediately delivered to Revolving
Loan Agent upon Revolving Loan Agent's request, at any time on or after the occurrence of an
event of default under the Revolving Loan Agreements.  In the event any legend or endorsement
is omitted, Revolving Loan Agent or any of its officers or employees, are hereby irrevocably
authorized on behalf of Term Loan Lenders to make the same.  No specific legend, further
assignment or endorsement or delivery of notes, guarantees or instruments shall be necessary to
subject any Term Loan Subordinated Debt to the subordination thereof contained in this
Agreement. </P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.	<U>COVENANTS, REPRESENTATIONS AND WARRANTIES</U></P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.1	<U>Additional Covenants</U>.  </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	Each Term Loan Lender agrees severally as to itself  and not jointly in favor of
Revolving Loan Lenders that:</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(i)	such Term Loan Lender shall not sell, assign, pledge, encumber or
otherwise dispose of any of the Term Loan Debt and guarantees, if any, except in accordance
with Section 5.2 hereof or contractually subordinate any of the Term Loan Debt to any
indebtedness of any Debtor other than the Revolving Loan Debt;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(ii)	such Term Loan Lender shall (and Term Loan Collateral Agent is hereby
irrevocably authorized on behalf of such Term Loan Lender to) at any time or times upon the
request of Revolving Loan Agent, promptly furnish to Revolving Loan Agent a statement of the
outstanding Term Loan Debt owing to such Term Loan Lender;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(iii)	such Term Loan Lender shall execute and deliver to Revolving Loan
Agent such additional agreements, documents and instruments and take such further actions as
may be necessary or desirable in the opinion of Revolving Loan Agent to effectuate the
provisions and purposes of this Intercreditor Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	Each Revolving Loan Lender agrees severally as to itself  and not jointly in
favor of Term Loan Lenders that:</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(i)	such Revolving Loan Lender shall not sell, assign, pledge, encumber or
otherwise dispose of any of the Revolving Loan Debt and guarantees, if any, except in
accordance with Section 5.2 hereof or contractually subordinate any of the Revolving Loan Debt
to any indebtedness of any Debtor;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(ii)	such Revolving Loan Lender shall (and Revolving Loan Agent is hereby
irrevocably authorized on behalf of such Revolving Loan Lender to) at any time or times upon
the request of Term Loan Collateral Agent, promptly furnish to Term Loan Collateral Agent a
statement of the outstanding principal amount of the Revolving Loan Debt owing to such
Revolving Loan Lender as set forth on the books and records of Revolving Loan Agent as of
such date; <U>provided</U>, <U>that</U>, each Term Loan Lender acknowledges and agrees that any such
amounts provided by Revolving Loan Agent to Term Loan Collateral Agent shall be subject to
adjustment and change and the calculation of such amounts is based on information provided to
Revolving Loan Agent by other persons (including Borrowers and the banks at which proceeds
of Revolving Loan Priority Collateral are received and remitted) and therefore Revolving Loan
Agent and the other Revolving Loan Lenders make no representation or warranty with respect to
the accuracy thereof;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(iii)	such Revolving Loan Lender shall execute and deliver to Term Loan
Collateral Agent such additional agreements, documents and instruments and take such further
actions as may be necessary or desirable in the opinion of Revolving Loan Agent to effectuate
the provisions and purposes of this Intercreditor Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	Each Debtor hereby irrevocably requests and authorizes Revolving Loan Agent
to furnish to Term Loan Collateral Agent <FONT FACE="Times New Roman">a copy of each field audit or examination report
prepared by or on behalf of Revolving Loan Agent (each field audit or examination report being
referred to herein as a "Report" and collectively, "Reports").  Term Loan Agent and each Term
Loan Lender expressly agrees and acknowledges that:  (i)&nbsp;Revolving Loan Agent (A)&nbsp;does not
make any representation or warranty as to the accuracy of any Report, and (B)&nbsp;shall not be liable
for any information contained in any Report and (ii)&nbsp;expressly agrees and acknowledges that the
Reports are not comprehensive audits or examinations, that Revolving Loan Agent or other party
performing any audit or examination will inspect only specific information regarding any
Borrower and Guarantor and will rely significantly upon Borrowers' books and records, as well
as on representations of Borrowers' personnel.  In addition, each Debtor hereby irrevocably
requests and authorizes Revolving Loan Agent to furnish to Term Loan Collateral Agent any
inventory appraisal received by Revolving Loan Agent, at Debtors' cost and expense.  In no
event shall any Revolving Loan Lender have any responsibility for any costs or expenses in
connection with providing any Report or appraisal to Term Loan Collateral Agent.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)	Each Debtor hereby irrevocably requests and authorizes Term Loan Collateral
Agent to furnish to Revolving Loan Agent any appraisals, business valuations or other written
analysis of any Debtor's business or report thereof prepared on behalf of Term Loan Collateral
Agent or any Term Loan Lender by any investment banker, consultant or other advisor retained
on behalf of Term Loan Collateral Agent or any Term Loan Lender, at Debtor's cost and
expense.  <FONT FACE="Times New Roman">Revolving Loan Agent and each Revolving Loan Lender expressly agrees and
acknowledges that:  (i)&nbsp;Term Loan Collateral Agent (A)&nbsp;does not make any representation or
warranty as to the accuracy of any such appraisal, business valuation or other written analysis,
and (B)&nbsp;shall not be liable for any information contained in any such appraisal, business
valuation or other written analysis and (ii)&nbsp;expressly agrees and acknowledges that such
appraisal, business valuation or other written analysis will rely significantly upon Borrowers'
books and records, as well as on representations of Borrowers' personnel.</FONT> In no event shall any
Term Loan Lender have any responsibility for costs or expenses in connection with providing
any such material to Revolving Loan Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(e)	Each Debtor hereby releases and waives any claim such Debtor might have
against any Lender arising pursuant to any information provided by any Lender to any other
Lender or as a result of any action taken by such Lender based on any such information.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(f)	KeyBank hereby agrees that it shall not terminate or not renew, and KeyBank
shall allow the renewal of, the KeyBank Letters of Credit, provided, that, nothing contained
herein shall be construed to require that the KeyBank Letters of Credit be amended, extended,
renewed or replaced in amounts greater than the face amounts thereof as of the date hereof or in
amounts in excess of the exposure determined by Huffy's workers' compensation insurance
carriers based upon the standard and customary practices and actuarial assumptions utilized by
such carriers in estimating such exposure.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.2	<U>Additional Representations and Warranties</U>.  </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	Each Term Loan Lender severally as to itself and not jointly represents and
warrants to Revolving Loan Lenders that: </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(i)	as of the date hereof, the total amount of the Term Loan Senior Debt
owing to KeyBank is $9,035,978, </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(ii)	as of the date hereof, the total amount of the Term Loan Subordinated
Debt owing to KeyBank is $14,655,635, of which $11,939,582 consists of contingent
reimbursement obligations in respect of the KeyBank Letters of Credit and $297,931 consists of
the participation by KeyBank in the contingent reimbursement obligations of Huffy to Bank One
in respect of the Bank One Letters of Credit, &nbsp;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(iii)	as of the date hereof, the total amount of the Term Lender Lease Debt
owing to Selco Service Corporation is $2,360,570 which consists of obligations arising pursuant
to or in connection with the Miamisburg Headquarters Lease,</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(iv)	as of the date hereof, the total amount of the Term Loan Senior Debt
owing to Bank One is $8,936,682.</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(v)	as of the date hereof, the total amount of the Term Loan Subordinated
Debt owing to Bank One is $3,798,513, of which $34,254 consists of contingent reimbursement
obligations in respect of the Bank One Letters of Credit and $1,372,710 consists of the
participation by Bank One in the contingent reimbursement obligations of Huffy to KeyBank in
respect of the KeyBank Letters of Credit, </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(vi)	as of the date hereof, the total amount of the Term Lender Lease Debt
owing to Asset  Holdings Company VI, LLC is $6,061,448 which consists of obligations arising
pursuant to or in connection with the Sussex Lease,</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(vii)  as of the date hereof, the total amount of the Term Loan Debt owing to
Bank of America, N.A.  is $6,229,172, of which $4,468,341 constitutes Term Loan Senior Debt
and $1,760,831 constitutes Term Loan Subordinated Debt (of which $551,299 consists of the
participation by Bank of America, N.A. in the contingent reimbursement obligations of Huffy to
KeyBank in respect of the KeyBank Letters of Credit and $13,757 consists of the participation by
Bank of America, N.A. in the contingent reimbursement obligations of Huffy to Bank One in
respect of the Bank One Letters of Credit),</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(viii)  as of the date hereof, the total amount of the Term Loan Debt owing to
Fifth Third Bank, Western Ohio is $6,921,300, of which $4,964,823 constitutes Term Loan
Senior Debt and $1,956,477 constitutes Term Loan Subordinated Debt (of which $612,554
consists of the participation by Fifth Third Bank, Western Ohio in the contingent reimbursement
obligations of Huffy to KeyBank in respect of the KeyBank Letters of Credit and $15,285
consists of the participation by Fifth Third Bank, Western Ohio in the contingent reimbursement
obligations of Huffy to Bank One in respect of the Bank One Letters of Credit),</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(ix)  as of the date hereof, the total amount of the Term Loan Debt owing to
National City Bank is $2,768,520, of which $1,985,929 constitutes Term Loan Senior Debt and
$782,591 constitutes Term Loan Subordinated Debt (of which $245,022 consists of the
participation by National City Bank in the contingent reimbursement obligations of Huffy to
KeyBank in respect of the KeyBank Letters of Credit and $6,114 consists of the participation by
National City Bank in the contingent reimbursement obligations of Huffy to Bank One in respect
of the Bank One Letters of Credit),</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(x)  as of the date hereof, the total amount of the Term Loan Debt owing to
Prudential is $14,788,618, which arises pursuant to the Farmington Bonds Guarantee and the
Farmington Lease of which $10,608,247 constitutes Term Loan Senior Debt and $4,180,371
constitutes Term Loan Subordinated Debt (of which $1,308,833 consists of the participation by
Prudential in the contingent reimbursement obligations of Huffy to KeyBank in respect of the
KeyBank Letters of Credit and $32,660 consists of the participation by Prudential in the
contingent reimbursement obligations of Huffy to Bank One in respect of the Bank One Letters
of Credit), </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(xi)  as of the date hereof, no default or event of default, or event which with
notice or passage of time or both would constitute an event of default exists or has occurred
under the Term Loan Lender Agreements; </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(xii)  as of the date hereof, such Term Loan Lender is the exclusive legal and
beneficial owner of all of the Term Loan Debt owing to it referred to above and Debtors have no
obligations, liabilities or indebtedness (contingent or otherwise) to such Term Loan Lender other
than (A)&nbsp;the Term Loan Debt owing to such Term Loan Lender or arising pursuant to the Term
Loan Lender Agreements in favor of such Term Loan Lender and (B)&nbsp;the Indebtedness of
Washington Inventory Service to Bank of America, N.A. secured by the real property of
Washington Inventory Service located at 7130-7150 El Cajon Boulevard, San Diego, California
92115;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(xiii)  none of the Term Loan Debt owing to such Term Loan Lender is subject
to any lien, security interest, financing statements, subordination, assignment or other claim,
except in favor of Revolving Loan Lenders;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(xiv)  the execution, delivery and performance of this Intercreditor Agreement
by Term Loan Collateral Agent is within its powers in its capacity as agent for such Term Loan
Lender, has been duly authorized by such Term Loan Lender, and does not contravene any law,
any provision of any of the Term Loan Lender Agreements or any agreement to which such
Term Loan Lender is a party or by which it is bound;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(xv)  such Term Loan Lender has not been granted and does not have any Liens
upon the assets and properties of any Debtor pursuant to the Term Loan Lender Agreements,
<U>except</U> (A) to the extent of the Liens granted by any Debtor to Term Loan Collateral Agent as
agent on behalf and for the benefit of such Term Loan Lender and (B) to the extent of the Liens
of Term Lender Lessors with respect to the real property and related assets subject to their
respective Term Lender Leases; and</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(xvi)  this Intercreditor Agreement constitutes the legal, valid and binding
obligations of such Term Loan Lender, enforceable in accordance with its terms and shall be
binding on it.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	Each Revolving Loan Lender hereby severally as to itself and not jointly
represents and warrants to Term Loan Lenders that:</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(i)	the execution, delivery and performance of this Intercreditor Agreement
by Revolving Loan Agent is within its powers in its capacity as agent for such Revolving Loan
Lender, has been duly authorized by such Revolving Loan Lender, and does not contravene any
law, any provision of any of the Revolving Loan Agreements or any agreement to which such
Revolving Loan Lender is a party or by which it is bound;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(ii)	none of the Revolving Loan Debt owing to such Revolving Loan Lender is
subject to any lien, security interest, financing statements, subordination, assignment or other
claim;</P>

<P>			</P>

<P>			(iii)	such Revolving Loan Lender has not been granted and does not have any
Liens upon the assets and properties of any Debtor pursuant to the Revolving Loan  Agreements,
<U>except</U> to the extent of the Liens granted by any Debtor to Revolving Loan Agent as agent on
behalf and for the benefit of such Revolving Loan Lender;</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(iv)	the execution, delivery and performance of this Intercreditor Agreement
by such Revolving Loan Lender is within the powers of such Revolving Loan Lender, has been
duly authorized by such Revolving Loan Lender and does not contravene any law, any provision
of the Revolving Loan Agreements or any agreement to which such Revolving Loan Lender is a
party or by which it is bound; and</P>

<P> </P>

<P>			(v)	this Intercreditor Agreement constitutes the legal, valid and binding
obligations of such  Revolving Loan Lender, enforceable in accordance with its terms and shall
be binding on it.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.3	<U>Waivers</U>.  Notice of acceptance hereof, the making of loans, advances and
extensions of credit or other financial accommodations to, and the incurring of any expenses by
or in respect of, any Debtor by any Revolving Loan Lender, and presentment, demand, protest,
notice of protest, notice of nonpayment or default and all other notices to which any Term Loan
Lender and any Debtor are or may be entitled are hereby waived (except as expressly provided
for herein or as to any Debtor, in the Revolving Loan Agreements).  Each Term Loan Lender
also waives notice of, and hereby consents to, (a)&nbsp;any amendment, modification, supplement,
renewal, restatement or extensions of time of payment of or increase or decrease in the amount of
any of the Revolving Loan Debt or to the Revolving Loan Agreements or any Collateral (and as
to any amendments with respect to the increase in the advance rates and material changes to
criteria for eligible collateral set forth in the Revolving Loan Agreements, to the extent such
amendments are consistent with the practices and policies of Revolving Loan Agent under the
circumstances at the time of such amendments), <U>provided</U>, <U>that</U>, the foregoing shall not be
construed to apply to any amendment to this Intercreditor Agreement, (b)&nbsp;the taking, exchange,
surrender and releasing of Collateral or guarantees now or at any time held by or available to any
Revolving Loan Lenders for the Revolving Loan Debt or any other person at any time liable for
or in respect of the Revolving Loan Debt, (c)&nbsp;the exercise of, or refraining from the exercise of
any rights against any Debtor or any Collateral, (d)&nbsp;the settlement, compromise or release of, or
the waiver of any default with respect to, any of the Revolving Loan Debt, and/or (e)&nbsp;any
Revolving Loan Lenders's election, in any proceeding instituted under the U.S. Bankruptcy
Code, of the application of Section 1111(b)(2) of the U.S. Bankruptcy Code.  Any of the
foregoing shall not, in any manner, affect the terms hereof or impair the rights or obligations of
Term Loan Collateral Agent or any other Term Loan Lender hereunder.  All of the Revolving
Loan Debt shall be deemed to have been made or incurred in reliance upon this Intercreditor
Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.4	<U>Subrogation; Marshaling</U>.  Term Loan Lenders shall not be subrogated to, or be
entitled to any assignment of any Revolving Loan Debt or of any Collateral or guarantees or
evidence of any thereof until all of the Revolving Loan Debt is indefeasibly paid and satisfied in
full and the financing arrangements of Revolving Loan Lenders with Debtors terminated.  Each
Term Loan Lender hereby waives any and all rights to have any Collateral or any part thereof
granted to Revolving Loan Lenders marshaled upon any foreclosure or other disposition of such
collateral by Revolving Loan Lenders or any Debtor.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	5.	<U>MISCELLANEOUS</U></P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.1	<U>Amendments</U>.  Any waiver, permit, consent or approval by any Lender of or under
any provision, condition or covenant to this Intercreditor Agreement must be in writing and shall
be effective only to the extent it is set forth in writing and as to the specific facts or
circumstances covered thereby.  Any amendment of this Intercreditor Agreement must be in
writing and signed by each of the parties to be bound thereby.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.2	<U>Successors and Assigns</U>.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	This Intercreditor Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of each Lender and its respective
successors, participants and assigns.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	To the extent provided in their respective Agreements, each Lender reserves
the right to grant participations in the Term Loan Debt or the Revolving Loan Debt (as the case
may be) and reserves the right to sell, assign, transfer or negotiate all or any part of, or any
interest in, the Term Loan Debt or the Revolving Loan Debt (as the case may be); <U>provided</U>, <U>that</U>, </P>

<BR WP="BR1"><BR WP="BR2">
<P>			(i)	in the case of any participation, (A) no Lender shall be obligated to give
any notices to or otherwise in any manner deal directly with any participant in the Term Loan
Debt or Revolving Loan Debt (as the case may be), (B) no participant shall be entitled to any
rights or benefits under this Intercreditor Agreement except through the Lender with which it is a
participant, and (C) any sale of a participation in the Term Loan Debt or Revolving Loan Debt,
as the case may be, shall be expressly made subject to the terms of this Intercreditor Agreement,
and</P>

<BR WP="BR1"><BR WP="BR2">
<P>			(ii)	in the case of any sale, assignment, transfer or negotiation of any or all of
the Term Loan Debt or the Revolving Loan Debt, as the case may be, other than pursuant to a
participation, (A) the assignee, transferee or other person acquiring any interest in the Term Loan
Debt or the Revolving Loan Debt, as the case may be, shall execute and deliver to each Agent a
written acknowledgment of receipt of a copy of this Intercreditor Agreement and the written
agreement by such person to be bound by the terms of this Intercreditor Agreement, <U>provided</U>,
<U>that</U>, any assignee, transferee or other person acquiring an interest in any of the Term Loan Debt
shall either be a Permitted Assignee or if such person is not a Permitted Assignee, then such
assignment or transfer shall not release the assignor from its obligations, liabilities and duties
hereunder and the assignor shall continue in all respects to be bound by, and subject to liability
under, this Intercreditor Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	In connection with any participation or other transfer or assignment, a Lender
(i) may, subject to its respective Agreements, disclose to such assignee, participant or other
transferee or assignee all documents and information which it now or hereafter may have relating
to Debtors and the Collateral and (ii) shall disclose to such participant or other transferee or
assignee the existence and terms and conditions of this Intercreditor Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)	In the case of any refinancing or replacement of any or all of the Revolving
Loan Debt, Term Loan Collateral Agent is hereby irrevocably specifically authorized by Term
Loan Lenders to, and Term Loan Collateral Agent shall, upon the request of the Revolving Loan
Agent execute and deliver an agreement containing terms substantially identical to those
contained in this Intercreditor Agreement (subject to changing names of parties, documents and
addresses, as appropriate) in favor of any person who succeeds to or refinances, replaces or
substitutes for any or all of Revolving Loan Lenders' financing of any Debtor.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.3	<U>Insolvency</U>.  This Intercreditor Agreement shall be applicable both before and after
the filing of any petition by or against any Debtor under the U.S. Bankruptcy Code and all
converted or succeeding cases in respect thereof, and all references herein to any Debtor shall be
deemed to apply to a trustee for such Debtor and such Debtor as debtor-in-possession.  The
relative rights of Revolving Loan Lenders and Term Loan Lenders to repayment of the
Revolving Loan Debt and the Term Loan Debt, respectively, and in or to any distributions from
or in respect of any Debtor or any Collateral or proceeds of Collateral, shall continue after the
filing thereof on the same basis as prior to the date of the petition, subject to any court order
approving the financing of, or use of cash collateral by, such Debtor as debtor-in-possession.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.4	<U>Bankruptcy Financing</U>.  If any Debtor shall become subject to a proceeding under
the U.S. Bankruptcy Code and if any Revolving Loan Lender desires to permit the use of cash
collateral or to provide financing to such Debtor under either Section 363 or Section 364 of the
U.S. Bankruptcy Code, each Term Loan Lender agrees as follows:  (a)&nbsp;adequate notice to such
Term Loan Lender shall have been provided for such financing or use of cash collateral if Term
Loan Collateral Agent  receives notice to the extent required under the applicable Bankruptcy
Rules prior to the entry of the order approving such financing or use of cash collateral and (b)&nbsp;no
objection will be raised by such Term Loan Lender to any such financing or use of cash collateral
on the ground of a failure to provide "adequate protection" for Term Loan Collateral Agent's
junior Liens or Term Loan Lessor's Liens on the Collateral or any other grounds, so long as (i)
the interest rate, fees, advance rates, lending sublimits and other terms are commercially
reasonable under the circumstances, (ii) Term Loan Collateral Agent and Term Loan Lessors
retain a Lien on the Collateral (including proceeds thereof arising after the commencement of
such proceeding) with the same priority as existed prior to the commencement of the case under
the U.S. Bankruptcy Code, (iii) to the extent of the secured claim of Term Loan Collateral Agent
and Term Loan Lessors against such Debtor in any such proceeding Term Loan Collateral Agent
and Term Loan Lessors receive a replacement Lien on the same post-petition assets of such
Debtor as are subject to the post-petition Lien of Revolving Loan Agent and with the same
priority as existed with respect to such types of assets prior to the commencement of the case
under the U.S. Bankruptcy Code, (iv) such financing or use of cash collateral is subject to the
terms of this Intercreditor Agreement, and (v) the aggregate principal amount of the Revolving
Loan Debt arising before and after the commencement of the case under the U.S. Bankruptcy
Code shall not exceed the limits on the amount of the Revolving Loan Debt set forth in the
definition thereof.  For purposes of this Section, notice of a proposed financing or use of cash
collateral shall be deemed given when given, in the manner prescribed by Section 5.6 hereof, to
Term Loan Collateral Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.5	<U>Bailee for Perfection</U>.  		</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(a)	Each Lender hereby appoints the other, and each hereby agrees to serve, as
agent and bailee for the other Lender for the limited purpose of perfecting their respective Liens
on the Collateral which may at any time be in its possession during the term of this Intercreditor
Agreement.  Each Term Loan Lender shall promptly notify Revolving Loan Agent in writing of
the receipt by such Term Loan Lender of any Revolving Loan Priority Collateral and, at
Revolving Loan Agent's request, shall promptly deliver possession of such Collateral to
Revolving Loan Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(b)	After the termination of the financing arrangements of Revolving Loan
Lenders with Borrowers and the final satisfaction payment in full of the Revolving Loan Debt in
cash or other immediately available funds, Revolving Loan Agent shall, upon the request of
Term Loan Collateral Agent, deliver the remainder of any certificated securities, if any, in its
possession to Term Loan Collateral Agent, except in the event and to the extent that
(i)&nbsp;Revolving Loan Agent or any Revolving Loan Lender has retained or otherwise acquired such
Collateral in satisfaction of the Revolving Loan Debt, (ii)&nbsp;such Collateral has been sold or
otherwise disposed of by such Lender or by any Debtor as provided herein or (iii) except as may
otherwise be required by applicable law or any order of any court or other governmental or
regulatory authority.  Each Debtor acknowledges and agrees to the delivery by Revolving Loan
Agent to Term Loan Collateral Agent of any such Collateral and waives and releases each
Lender from any liability as a result of such action.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(c)	Each Lender shall not have any duty to protect or preserve any rights pertaining
to any of the Collateral in its possession and no Lender shall have any liability to any other
Lender for any claims and liabilities at any time arising pursuant to the role of such Lender as
agent and bailee with respect to the Collateral in its actual possession so long as such Lender
shall use the same degree of care with respect thereto as it uses for similar property pledged to it
as collateral for indebtedness of others to it.  </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(d)	In the event that Revolving Loan Agent may have rights of access to any
premises leased by any Borrower pursuant to an agreement between Revolving Loan Agent and
the landlord of such premises, to the extent expressly permitted under such agreement, Revolving
Loan Agent shall allow the Term Loan Collateral Agent access to the premises so long as such
access does not interfere in any way with the rights of any Revolving Loan Lender or delay the
exercise by Revolving Loan Agent and any other Revolving Loan Lenders of its or their rights.
If the agreement between the landlord of the premises and the landlord does not expressly allow
Revolving Loan Agent to allow other secured parties on the premises, then Debtors shall seek
such agreements from the landlords.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.6	<U>Notices</U>.  All notices, requests and demands to or upon the respective parties hereto
shall be in writing and shall be deemed duly given, made or received:  if delivered in person,
immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon
sending and upon confirmation of receipt; if by nationally recognized overnight courier service
with instructions to deliver the next business day, one (1) business day after sending; and if
mailed by certified mail, return receipt requested, five (5) days after mailing to the parties at their
addresses set forth below (or to such other addresses as the parties may designate in accordance
with the provisions of this Section):</P>

<BR WP="BR1"><BR WP="BR2">
<P>		To Revolving Loan</P>

<P>		  Lenders:  	Congress Financial Corporation (Central)</P>

<P>					150 South Wacker Drive</P>

<P>					Chicago, Illinois  60606</P>

<P>					Attention:  Mr. George Kalesnik</P>

<BR WP="BR1"><BR WP="BR2">
<P>		To Term Loan	KeyBank National Association</P>

<P>		  Lenders:	127 Public Square</P>

<P>					Mail Code:  OH-01-27-0504</P>

<P>					Cleveland, Ohio  44114-1306</P>

<P>					Attention:  Mr. Arthur E. Cutler</P>

<BR WP="BR1"><BR WP="BR2">
<P>Revolving Loan Agent or Term Loan Collateral Agent may change the address(es) to which all
notices, requests and other communications are to be sent by giving written notice of such
address change to the other Lender in conformity with this Section 5.6, but such change shall not
be effective until notice of such change has been received by the other Agent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.7	<U>Counterparts</U>.  This Intercreditor Agreement may be executed in any number of
counterparts, each of which shall be an original with the same force and effect as if the signatures
thereto and hereto were upon the same instrument.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.8	<U>Governing Law</U>.  The validity, construction and effect of this Intercreditor
Agreement shall be governed by the internal laws of the State of New York (without giving
effect to principles of conflicts of law).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.9	<U>Consent to Jurisdiction; Waiver of Jury Trial</U>.  Each of the parties hereto hereby
irrevocably consents to the non-exclusive jurisdiction of the Supreme Court of the State of New
York in New York County and the United States District Court for the Southern District of New
York and waives trial by jury in any action or proceeding with respect to this Intercreditor
Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.10	<U>Complete Agreement</U>.  This written Intercreditor Agreement is intended by the
parties as a final expression of their agreement and is intended as a complete statement of the
terms and conditions of their agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.11	<U>No Third Parties Benefitted</U>.  Except as expressly provided in Section 5.2, this
Intercreditor Agreement is solely for the benefit of the Lenders and their respective successors,
participants and assigns, and no other person shall have any right, benefit, priority or interest
under, or because of the existence of, this Intercreditor Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.12	<U>Disclosures; Non-Reliance</U>.  Each Lender has the means to, and shall in the future
remain, fully informed as to the financial condition and other affairs of each Debtor and no
Lender shall have any obligation or duty to disclose any such information to any other Lender.
Except as expressly set forth in this Intercreditor Agreement, the parties hereto have not
otherwise made to each other nor do they hereby make to each other any warranties, express or
implied, nor do they assume any liability to each other with respect to:  (a)&nbsp;the enforceability,
validity, value or collectability of any of the Term Loan Debt or Revolving Loan Debt or any
guarantee or security which may have been granted to any of them in connection therewith,
(b)&nbsp;any Debtor's title to or right to transfer any of the Collateral, or (c)&nbsp;any other matter except as
expressly set forth in this Intercreditor Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5.13	<U>Term</U>.  This Intercreditor Agreement is a continuing agreement and shall remain in
full force and effect until the earlier of (a)&nbsp;indefeasible satisfaction and payment in full of all
Revolving Loan Debt and the termination of the financing arrangements between Revolving
Loan Lenders and Debtors or (b)&nbsp;the indefeasible satisfaction and payment in full of all Term
Loan Debt and the termination of the financing arrangements between Term Loan Lenders and
Debtors.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	IN WITNESS WHEREOF, the parties have caused this Intercreditor Agreement to be
duly executed as of the day and year first above written.</P>

<BR WP="BR1"><BR WP="BR2">
<P>						CONGRESS FINANCIAL CORPORATION</P>

<P>						   (CENTRAL)</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/Casimir Mazurkiewicz</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: SVP</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						KEYBANK NATIONAL ASSOCIATION	</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/Arthur E. Cutler</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title:</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						SELCO SERVICE CORPORATION</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By:  /s/Arthur E. Cutler</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title:<U></U></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						BANK ONE, N.A.				</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/J. Ralph Parker</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						ASSET HOLDINGS COMPANY VI, LLC</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By:   /s/J. Ralph Parker</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						FIFTH THIRD BANK, WESTERN OHIO	</P>

<P>	</P>

<P>						By: /s/Dan Turben</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">[SIGNATURES CONTINUED ON THE NEXT PAGE]</P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">[SIGNATURE CONTINUED FROM THE PREVIOUS PAGE]</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						NATIONAL CITY BANK			</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/Neal R. Ratliff</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						BANK OF AMERICA, N.A.</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/H.G. Wheelock</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Managing Director</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						THE PRUDENTIAL INSURANCE</P>

<P>						  COMPANY OF AMERICA</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/Gwendolyn S. Foster</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	Each of the undersigned hereby acknowledges and agrees to the foregoing terms and
provisions.  By its signature below, each of the undersigned agrees that it will, together with its
successors and assigns, be bound by the provisions hereof.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Each of the undersigned agrees that any Lender holding Collateral does so as bailee
(under the UCC) for the other and is hereby authorized to and may turn over to such other Lender
upon request therefor any such Collateral, after all obligations and indebtedness of the
undersigned to the bailee Lender have been fully paid and performed.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Each of the undersigned acknowledges and agrees that: (i) although it may sign this
Intercreditor Agreement it is not a party hereto and does not and will not receive any right,
benefit, priority or interest under or because of the existence of the foregoing Intercreditor </P>

<P>Agreement, and (ii) it will execute and deliver such additional documents and take such
additional action as may be necessary or desirable in the opinion of any Lender to effectuate the
provisions and purposes of the foregoing Intercreditor Agreement. </P>

<BR WP="BR1"><BR WP="BR2">
<P>						HUFFY CORPORATION</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Vice President</P>

<BR WP="BR1"><BR WP="BR2">
<P>							</P>

<P>						ROYCE UNION BICYCLE COMPANY</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By:  /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						HUFFY SERVICE FIRST, INC.</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By:  /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						AMERICAN SPORTS DESIGN COMPANY</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By:  /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						HUFFY RISK MANAGEMENT, INC.</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By:  /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						WASHINGTON INVENTORY SERVICE, INC.</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER">[SIGNATURES CONTINUE ON FOLLOWING PAGE]</P>

<P ALIGN="CENTER">[SIGNATURES CONTINUED FROM THE PRIOR PAGE]</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						HUFFY BRANDS COMPANY</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title:  Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						HUFCO-DELAWARE COMPANY</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By:  /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						HUFFY SPORTS, INC.</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title: Secretary</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						HCAC, INC.</P>

<BR WP="BR1"><BR WP="BR2">
<P>						By: /s/Nancy A. Michaud</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Title:  Secretary<FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
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