Common use of Available Credit; Paydown Clause in Contracts

Available Credit; Paydown. On receipt of each Schedule, DFS will credit Dealer with such amount as DFS may deem advisable up to the remainder of (a) the sum of (i) Ninety Percent (90%) of the net amount of the eligible Government Accounts listed in such Schedule plus (ii) Eighty-five Percent (85%) of the net amount of the eligible Non-Government Accounts listed in such Schedule (the applicable percentage set forth in (a)(i) and (a)(ii) is hereinafter referred to as the "Advance Rate"), minus (b) an amount equal to One Hundred Percent (100%) of Dealer's outstanding indebtedness under Dealer's Agreement for Wholesale Financing (the 'AWF') with DFS as in effect from time to time (the 'Reserve Amount') (the remainder of (a) minus (b) is referred to herein as the 'Available Credit'). In addition, if Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement at any time exceed Dealer's Available Credit, Dealer will immediately pay to DFS an amount not less than the difference between (i) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, and (ii) Dealer's Available Credit. Furthermore, as an amendment to the AWF, in the event Dealer's Reserve Amount exceeds at any time (a) the Advance Rate multipled by the net amount of Dealer's eligible Accounts, minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, Dealer will immediately pay to DFS, as a reduction of Dealer's total current outstanding indebtedness to DFS under the AWF, the difference between (i) Dealer's Reserve Amount, and (ii) (a) the Advance Rate multipled by the net amount of Dealer's eligible Accounts minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement. DFS will loan Dealer, on request, such amount so credited or a part thereof as requested provided that at no time will such outstanding loans exceed Dealer's maximum accounts receivable credit facility as set forth in Section 2.1 of this Agreement. No advances or loans need be made by DFS if Dealer is in Default." 2. The following paragraph is incorporated into the AWF and BFA as if fully and originally set forth therein: "Dealer will at all times maintain: (a) a Tangible Net Worth and Subordinated Debt in the combined amount of not less than Four Million Dollars ($4,000,000); and (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than Three and One Half to One (3.5:1.0).

Available Credit; Paydown. On receipt of each Schedule, DFS CDF will credit Dealer with such amount as DFS CDF may deem advisable advisable, up to the remainder of eighty percent (a) the sum of (i) Ninety Percent (9080%) of the net amount of the eligible Government Accounts listed in such Schedule plus minus the sum of (iiy) Eighty-five Percent (85%) of the net amount of the eligible Non-Government Accounts listed in such Schedule Dealer’s SPP Deficit (as defined below) under Dealer’s Inventory Financing Agreement (the applicable percentage set forth in (a)(i) and (a)(ii) is hereinafter referred to as the "Advance Rate"), minus (b) an amount equal to One Hundred Percent (100%) of Dealer's outstanding indebtedness under Dealer's Agreement for Wholesale Financing (the 'AWF'‘IFA’) with DFS CDF, as in effect from time to time time, and (z) a reserve amount equal to the 'Reserve Amount'Reimbursement Obligation (as defined below) (the remainder of amount determined under this subsection (az) minus (b) is being referred to herein as the '“Reserve Amount”), but in no event will CDF credit Dealer with more than Dealer’s maximum Accounts Receivable Facility from time to time established by CDF (the ‘Available Credit'’). In additionDealer will provide to CDF with the delivery by Dealer to CDF of Dealer’s monthly financial statements or more frequently upon CDF’s request, in form and substance acceptable to CDF, a monthly copy of the Cisco Partner Program Intelligence (PPI) - Program Summary for the most recently ended month which shows the actual CSAT scores, number of actual responses and bookings and such other information as may be reasonably requested by CDF. Dealer’s ‘SPP Deficit’ shall mean the amount, if any, by which Dealer's ’s total current outstanding indebtedness to CDF under the IFA as of the date of the Inventory Report (as defined below) exceeds the Inventory Value (as defined below) as determined by, and as of the date of, the Inventory Report. Such SPP Deficit, if any, will remain in effect for purposes of this Agreement until the preparation and delivery by Dealer to CDF of a new Inventory Report. Dealer Will forward to CDF by the 10th day of every month an Inventory Report dated as of the last day of the prior month which specifies the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the IFA that is unsold and in Dealer’s possession and control as of the date of the Inventory Report. The term ‘Inventory Value’ is defined herein to mean one hundred percent (100%) of the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the BFA that is unsold and in Dealer’s possession and control as of the date of the Inventory Report and to the extent that CDF has a first priority, fully perfected security interest therein. If, for any reason, Dealer’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement ’s Accounts Receivable Facility shall at any time exceed Dealer's ’s Available Credit, Dealer will immediately pay repay to DFS an CDF the amount not less than the difference between (i) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, and (ii) Dealer's Available Creditsuch excess. Furthermore, as an amendment to the AWFIFA, in the event Dealer's Reserve Amount ’s SPP Deficit exceeds at any time (a) the Advance Rate multipled by eighty percent (80%) of the net amount of Dealer's eligible Accounts, minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, Dealer will immediately pay to DFS, as a reduction of Dealer's total current outstanding indebtedness to DFS under the AWF, the difference between (i) Dealer's Reserve Amount, and (ii) (a) the Advance Rate multipled by the net amount of Dealer's eligible Accounts minus (b) Dealer's ’s outstanding loans under Dealers Accounts Receivable Facility, and minus (c) the Reserve Amount, Dealer will immediately pay to CDF, as a reduction of Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement. DFS will loan Dealer, on request’s total current outstanding indebtedness to CDF under the IFA, such amount so credited or a part thereof as requested provided that at no time will such outstanding loans exceed Dealer's maximum accounts receivable credit facility as set forth in Section 2.1 of this Agreementexcess. No advances or loans need be made by DFS CDF if Dealer is in Default." 2. The following paragraph is incorporated into the AWF and BFA as if fully and originally set forth therein: "Dealer will at all times maintain: (a) a Tangible Net Worth and Subordinated Debt in the combined amount of not less than Four Million Dollars ($4,000,000); and (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than Three and One Half to One (3.5:1.0).”

Available Credit; Paydown. On receipt of each Schedule, DFS will credit Dealer with such amount as DFS may deem advisable up to the remainder of (a) the sum of (i) Ninety Percent (90%) of the net amount of the eligible Government Accounts listed in such Schedule plus (ii) Eightyeighty-five Percent percent (85%) of the net amount of the eligible Non-Government Accounts listed in such Schedule (the applicable percentage set forth in (a)(i) and (a)(ii) is hereinafter referred to as the "Advance Rate")Schedule, minus (b) an amount equal to One Hundred Percent one hundred percent (100%) of Dealer's outstanding indebtedness under Dealer's Agreement for Wholesale Financing (the 'AWF') with DFS as in effect from time to time (the 'Reserve Amount') (the remainder of (a) minus (b) is referred to herein as the 'Available Credit'). In addition, if in the event Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section SECTION 2.1 of this Agreement at any time exceed Dealer's Available Credit, Dealer will immediately pay to DFS an amount not less than the difference between (i) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section SECTION 2.1 of this Agreement, and (ii) Dealer's Available Credit. Furthermore, as an amendment to the AWF, in the event Dealer's Reserve Amount exceeds at any time (a) the Advance Rate multipled by eighty-five percent (85%) of the net amount of Dealer's eligible Accounts, minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section in; SECTION 2.1 of this Agreement, Dealer will immediately pay to DFS, as a reduction of Dealer's total current outstanding indebtedness to DFS under the AWF, the difference between (i) Dealer's Reserve Amount, and (ii) (a) the Advance Rate multipled by eighty-five percent (85%) of the net amount of Dealer's eligible Accounts minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section SECTION 2.1 of this Agreement. DFS will loan Dealer, on request, such amount so credited or a part thereof as requested provided that at no time will such outstanding loans exceed Dealer's maximum accounts receivable credit facility as set forth in Section SECTION 2.1 of this Agreement. No advances or loans need be made by DFS if the Dealer is in Default." 2. The following paragraph is hereby incorporated into the BFA as if fully and originally set forth therein: 3. The following paragraph is incorporated into the AWF and BFA as if fully and originally set forth therein: "Dealer will at all times maintain: (a) a Tangible Net Worth and Subordinated Debt in the combined amount of not less than Four Million Nine Hundred Thousand Dollars ($4,000,000900,000.00); and; (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than Three five and One Half seventy-five one-hundredths to One one (3.5:1.05.75:1); and (c) a ratio of Current Tangible Assets to current liabilities of not less than one and twenty one-hundredths to one (1.20:1).

Available Credit; Paydown. On receipt of each Schedule, DFS CDF will credit Dealer with such amount as DFS CDF may deem advisable advisable, up to the remainder of eighty percent (a) the sum of (i) Ninety Percent (9080%) of the net amount of the eligible Government Accounts listed in such Schedule plus Schedule, minus the sum of (iia) Eighty-five Percent (85%) of the net amount of the eligible Non-Government Accounts listed in such Schedule Dealer’s SPP Deficit (as defined below) under Dealer’s Inventory Financing Agreement (the applicable percentage set forth in (a)(i) and (a)(ii) is hereinafter referred to as the "Advance Rate"), minus (b) an amount equal to One Hundred Percent (100%) of Dealer's outstanding indebtedness under Dealer's Agreement for Wholesale Financing (the 'AWF'‘IFA’) with DFS CDF, as in effect from time to time time, and (b) a reserve amount equal to the 'Reserve Amount'sum of (i) One Million Five Hundred Thousand Dollars ($1,500,000.00), plus (ii) the Reimbursement Obligation (as defined below) (the remainder of (a) minus amount determined under this subsection (b) is being referred to herein as the '“Reserve Amount”), but in no event will CDF credit Dealer with more than Dealer’s maximum Accounts Receivable Facility from time to time established by CDF (the ‘Available Credit'’). In additionApproved by 04: 8/12/09 and 8/26/09 1562678.03 1 Dealer’s ‘SPP Deficit’ shall mean the amount, if any, by which Dealer's ’s total current outstanding indebtedness to CDF under the IFA as of the date of the Inventory Report (as defined below) exceeds the Inventory Value (as defined below) as determined by, and as of the date of, the Inventory Report. Such SPP Deficit, if any, will remain in effect for purposes of this Agreement until the preparation and delivery by Dealer to CDF of a new Inventory Report. Dealer will forward to CDF by the 10th day of every month an Inventory Report dated as of the last day of the prior month which specifies the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the IFA that is unsold and in Dealer’s possession and control as of the date of the Inventory Report. The term ‘Inventory Value’ is defined herein to mean one hundred percent (100%) of the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the IFA that is unsold and in Dealer’s possession and control as of the date of the Inventory Report and to the extent that CDF has a first priority, fully perfected security interest therein. If, for any reason, Dealer’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement ’s Accounts Receivable Facility shall at any time exceed Dealer's ’s Available Credit, Dealer will immediately pay repay to DFS an CDF the amount not less than the difference between (i) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, and (ii) Dealer's Available Creditsuch excess. Furthermore, as an amendment to the AWFIFA, in the event Dealer's Reserve Amount ’s SPP Deficit exceeds at any time (a) the Advance Rate multipled by eighty percent (80%) of the net amount of Dealer's eligible Accounts, minus (b) Dealer's ’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement’s Accounts Receivable Facility, and minus (c) the Reserve Amount, Dealer will immediately pay to DFSCDF, as a reduction of Dealer's ’s total current outstanding indebtedness to DFS CDF under the AWF, the difference between (i) Dealer's Reserve Amount, and (ii) (a) the Advance Rate multipled by the net amount of Dealer's eligible Accounts minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement. DFS will loan Dealer, on requestIFA, such amount so credited or a part thereof as requested provided that at no time will such outstanding loans exceed Dealer's maximum accounts receivable credit facility as set forth in Section 2.1 of this Agreementexcess. No advances or loans need be made by DFS CDF if Dealer is in Default."” 23. The following paragraph is paragraphs are incorporated into the AWF IFA and BFA as if fully and originally set forth therein: "Dealer will at all times maintain: (a) a Tangible Net Worth and Subordinated Debt in the combined amount of not less than Four Million Dollars ($4,000,000); and (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than Three and One Half to One (3.5:1.0).

Available Credit; Paydown. On receipt of each Schedule, DFS CDF will credit Dealer with such amount as DFS CDF may deem advisable advisable, up to the remainder of seventy percent (a) the sum of (i) Ninety Percent (9070%) of the net amount of the eligible Government Accounts listed in such Schedule plus (ii) Eighty-five Percent (85%) of Schedule, minus the net amount of the eligible Non-Government Accounts listed in such Schedule Dealer’s SPP Deficit (the applicable percentage set forth in (a)(ias defined below) and (a)(ii) is hereinafter referred to as the "Advance Rate"), minus (b) an amount equal to One Hundred Percent (100%) of Dealer's outstanding indebtedness under Dealer's ’s Agreement for Wholesale Financing (the '‘AWF'’) with DFS CDF, as in effect from time to time, but in no event will CDF credit Dealer with more than Dealer’s maximum Accounts Receivable Facility from time to time established by CDF (the 'Reserve Amount') (the remainder of (a) minus (b) is referred to herein as the '‘Available Credit'’). In additionUpon completion of CDF field exam and receipt of results satisfactory to CDF, the 70% rate shall be increased to 85%. Dealer’s ‘SPP Deficit’ shall mean the amount, if any, by which Dealer's ’s total current outstanding indebtedness to CDF under the AWF as of the date of the Inventory Report (as defined below) exceeds the Inventory Value (as defined below) as determined by, and as of the date of, the Inventory Report. Such SPP Deficit, if any, will remain in effect for purposes of this Agreement until the preparation and delivery by Dealer to CDF of a new Inventory Report. Dealer will forward to CDF by the 10th day of every month an Inventory Report dated as of the last day of the prior month which specifies the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the AWF that is unsold and in Dealer’s possession and control as of the date of the Inventory Report. The term ‘Inventory Value’ is defined herein to mean zero percent (0%) of the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the AWF that is unsold and in Dealer’s possession and control as of the date of the Inventory Report and to the extent that CDF has a first priority, fully perfected security interest therein. Upon completion of CDF field exam and receipt of results satisfactory to CDF, the 0% Inventory Value rate shall be increased to 90%. If, for any reason, Dealer’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement ’s Accounts Receivable Facility shall at any time exceed Dealer's ’s Available Credit, Dealer will immediately pay repay to DFS an CDF the amount not less than the difference between (i) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, and (ii) Dealer's Available Creditsuch excess. Furthermore, as an amendment to the AWF, in the event Dealer's Reserve Amount ’s SPP Deficit exceeds at any time (a) the Advance Rate multipled by seventy percent (70%) of the net amount of Dealer's eligible Accounts, minus (b) Dealer's ’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement’s Accounts Receivable Facility, Dealer will immediately pay to DFSCDF, as a reduction of Dealer's ’s total current outstanding indebtedness to DFS CDF under the AWF, such excess. Upon completion of CDF field exam and receipt of results satisfactory to CDF, the difference between (i) Dealer's Reserve Amount, and (ii) (a) the Advance Rate multipled by the net amount of Dealer's eligible Accounts minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement. DFS will loan Dealer, on request, such amount so credited or a part thereof as requested provided that at no time will such outstanding loans exceed Dealer's maximum accounts receivable credit facility as set forth in Section 2.1 of this Agreement70% rate shall be increased to 85%. No advances or loans need be made by DFS CDF if Dealer is in Default."” 23. The following paragraph is incorporated into the BFA as if fully and originally set forth therein: “Facility Fee. Dealer agrees to pay CDFan annual facility fee in connection with the Accounts Receivable Facility, payable in advance, on the execution of this Agreement, and on each anniversary date thereof through the term of this Agreement, each in an amount equal to Twenty Five Thousand Dollars ($25,000.00). Once received by CDF an annual facility fee shall not be refundable by CDF for any reason; provided, however, that in the event CDF terminates the Agreement on other than the anniversary date and Dealer is not then in Default then CDF shall refund to Dealer a portion of the facility fee equal to the number of whole months remaining in the current annual term (or renewal term) of this Agreement multiplied by an amount equal to one twelfth (1/12th) of the facility fee paid by Dealer for that term.” 4. The following paragraph is incorporated into the AWF and BFA as if fully and originally set forth therein: "Dealer “En Pointe Technologies, Inc., Guarantor of Dealer’s obligations to CDF under a Collateralized Guaranty dated June 25, 2004 (“Guarantor”), will at all times as of each quarter end maintain: (a) a Tangible Net Worth and Subordinated Debt in the combined amount of not less than Four Fourteen Million Dollars ($4,000,00014,000,000.00); and; (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than Three three and One Half one-half to One one (3.5:1.0); (c) a ratio of Current Tangible Assets to current liabilities of not less than one and twenty one-hundredths to one (1.20:1); and (d) beginning with the fiscal quarter ending June 30, 2004, a ratio of EBITDA for the twelve month period ending on the last day of each such fiscal quarter, to interest expense for the twelve month period ending on the last day of such fiscal quarter of not less than one and twenty-five one hundredths to one (1.25:1).

Available Credit; Paydown. On receipt of each Schedule, DFS CDF will credit Dealer with such amount as DFS CDF may deem advisable advisable, up to the remainder of (a) the sum of (i) Ninety Percent (90%) of the net amount of the eligible Government Accounts listed in such Schedule plus (ii) Eightyeighty-five Percent percent (85%) of the net amount of the eligible Non-Government Accounts listed in such Schedule Schedule, plus eighty-five percent (the applicable percentage set forth in (a)(i) and (a)(ii) is hereinafter referred to as the "Advance Rate"), minus (b) an amount equal to One Hundred Percent (10085%) of the net amount of eligible Cisco VIP Rebate Accounts listed in such Schedule, minus the amount of Dealer's outstanding indebtedness ’s SPP Deficit (as defined below) under Dealer's ’s Inventory Financing Agreement for Wholesale Financing (the 'AWF'‘IFA’) with DFS CDF, as in effect from time to time, but in no event will CDF credit Dealer with more than Dealer’s maximum Accounts Receivable Facility from time to time established by CDF (the 'Reserve Amount') (the remainder of (a) minus (b) is referred to herein as the '‘Available Credit'’). In additionDealer’s ‘SPP Deficit’ shall mean the amount, if any, by which Dealer's ’s total current outstanding indebtedness to CDF under the IFA as of the date of the inventory Report (as defined below) exceeds the Inventory Value (as defined below) as determined by, and as of the date of, the Inventory Report. Such SPP Deficit, if any, will remain in effect for purposes of this Agreement until the preparation and delivery by Dealer to CDF of a new Inventory Report. Dealer will forward to CDF by the 10th day of every month an Inventory Report dated as of the last day of the prior month which specifies the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the IFA that is unsold and in Dealer’s possession and control as of the date of the Inventory Report. The term ‘Inventory Value’ is defined herein to mean one hundred percent (100%) of the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the IFA that is unsold and in Dealer’s possession and control as of the date of the Inventory Report and to the extent that CDF has a first priority, fully perfected security interest therein. If, for any reason, Dealer’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement ’s Accounts Receivable Facility shall at any time exceed Dealer's ’s Available Credit, Dealer will immediately pay repay to DFS an CDF the amount not less than the difference between (i) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, and (ii) Dealer's Available Creditsuch excess. Furthermore, as an amendment to the AWFIFA, in the event Dealer's Reserve Amount ’s SPP Deficit exceeds at any time (a) the Advance Rate multipled by eighty-five percent (85%) of the net amount of Dealer's eligible Accounts, plus eighty-five percent (85%) of the net amount of eligible Cisco VIP Rebate Accounts listed in such Schedule, minus (b) Dealer's ’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement’s Accounts Receivable Facility, Dealer will immediately pay to DFSCDF, as a reduction of Dealer's ’s total current outstanding indebtedness to DFS CDF under the AWF, the difference between (i) Dealer's Reserve Amount, and (ii) (a) the Advance Rate multipled by the net amount of Dealer's eligible Accounts minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement. DFS will loan Dealer, on requestlFA, such amount so credited or a part thereof as requested provided that at no time will such outstanding loans exceed Dealer's maximum accounts receivable credit facility as set forth in Section 2.1 of this Agreementexcess. No advances or loans need be made by DFS CDF if Dealer is in Default."” 25. The following paragraph Section 3.3(b) of the BFA is incorporated into the AWF and BFA hereby amended to read in its entirety as if fully and originally set forth therein: "Dealer will at all times maintainfollows: (a) a Tangible Net Worth and Subordinated Debt in the combined amount of not less than Four Million Dollars ($4,000,000); and (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than Three and One Half to One (3.5:1.0).

Available Credit; Paydown. On receipt of each Schedule, DFS CDF will credit Dealer with such amount as DFS CDF may deem advisable advisable, up to the remainder of (a) the sum of (i) Ninety Percent (90%) of the net amount of the eligible Government Accounts listed in such Schedule plus (ii) Eightyeighty-five Percent percent (85%) of the net amount of the eligible Non-Government Accounts listed in such Schedule (the applicable percentage set forth in (a)(i) and (a)(ii) is hereinafter referred to as the "Advance Rate")Schedule, minus (b) an the amount equal to One Hundred Percent (100%) of Dealer's outstanding indebtedness ’s SPP Deficit (as defined below) under Dealer's ’s Agreement for Wholesale Financing (the '‘AWF'’) with DFS CDF, as in effect from time to time, but in no event will CDF credit Dealer with more than Dealer’s maximum Accounts Receivable Facility from time to time established by CDF (the 'Reserve Amount') (the remainder of (a) minus (b) is referred to herein as the '‘Available Credit'’). In additionDealer’s ‘SPP Deficit’ shall mean the amount, if any, by which Dealer's ’s total current outstanding indebtedness to CDF under the AWF as of the date of the Inventory Report (as defined below) exceeds the Inventory Value (as defined below) as determined by, and as of the date of, the Inventory Report. Such SPP Deficit, if any, will remain in effect for purposes of this Agreement until the preparation and delivery by Dealer to CDF of a new Inventory Report. Dealer will forward to CDF by the 10th day of every month an Inventory Report dated as of the last day of the prior month which specifies the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the AWF that is unsold and in Dealer’s possession and control as of the date of the Inventory Report. The term ‘Inventory Value’ is defined herein to mean ninety percent (90%) of the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the AWF that is unsold and in Dealer’s possession and control as of the date of the Inventory Report and to the extent that CDF has a first priority, fully perfected security interest therein. If, for any reason, Dealer’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement ’s Accounts Receivable Facility shall at any time exceed Dealer's ’s Available Credit, Dealer will immediately pay repay to DFS an CDF the amount not less than the difference between (i) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, and (ii) Dealer's Available Creditsuch excess. Furthermore, as an amendment to the AWF, in the event Dealer's Reserve Amount ’s SPP Deficit exceeds at any time (a) the Advance Rate multipled by eighty-five percent (85%) of the net amount of Dealer's eligible Accounts, minus (b) Dealer's ’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement’s Accounts Receivable Facility, Dealer will immediately pay to DFSCDF, as a reduction of Dealer's ’s total current outstanding indebtedness to DFS CDF under the AWF, the difference between (i) Dealer's Reserve Amount, and (ii) (a) the Advance Rate multipled by the net amount of Dealer's eligible Accounts minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement. DFS will loan Dealer, on request, such amount so credited or a part thereof as requested provided that at no time will such outstanding loans exceed Dealer's maximum accounts receivable credit facility as set forth in Section 2.1 of this Agreementexcess. No advances or loans need be made by DFS CDF if Dealer is in Default."” 2. The following paragraph Section 7.1 of the BFA is incorporated into hereby amended to read as follows (capitalized terms shall have the AWF and BFA same meaning as if fully and originally set forth therein: "Dealer will at all times maintain: (a) a Tangible Net Worth and Subordinated Debt defined in the combined amount of not less than Four Million Dollars ($4,000,000); and (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than Three and One Half to One (3.5:1.0).BFA unless otherwise indicated):

Available Credit; Paydown. On receipt of each Schedule, DFS CDF will credit Dealer with such amount as DFS may deem advisable amount, up to the remainder of (a) the sum of (i) Ninety Percent (90%) of the net amount of the eligible Government Accounts listed in such Schedule plus (ii) Eighty-five Five Percent (85%) of the net amount of the eligible Non-Government Accounts listed in such Schedule (the applicable percentage set forth in (a)(i) and (a)(ii) is hereinafter referred to as the "Advance Rate")Schedule, minus (b) the amount of Dealer’s SPP Deficit (as defined below) under Dealer’s Agreement for Wholesale Financing (the ‘AWF’) with CDF, as in effect from time to time, minus (c) Five Million Dollars ($5,000,000) ((a) minus the sum of (b) and (c) is referred to herein as the ‘Available Credit’). In no event will CDF credit Dealer with more than Dealer’s maximum Accounts Receivable Facility from time to time established by CDF, not to exceed the Available Credit. Dealer’s ‘SPP Deficit’ shall mean the amount, if any, by which Dealer’s total current outstanding indebtedness to CDF under the AWF as of the date of the Inventory Report (as defined below) exceeds the Inventory Value (as defined below) as determined by, and as of the date of, the Inventory Report. Such SPP Deficit, if any, will remain in effect for purposes of this Agreement until the preparation and delivery by Dealer to CDF of a new Inventory Report. Dealer will forward to CDF by the tenth (10th) day of every month an amount equal Inventory Report dated as of the last day of the prior month which specifies the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the AWF that is unsold and in Dealer’s possession and control as of the date of the Inventory Report. The term ‘Inventory Value’ is defined herein to mean One Hundred Percent (100%) of the total aggregate wholesale invoice price of all of Dealer's outstanding indebtedness ’s inventory financed by CDF under the AWF that is unsold and in Dealer's Agreement ’s possession and control as of the date of the Inventory Report and to the extent that CDF has a first priority, fully perfected security interest therein. If, for Wholesale Financing (the 'AWF') with DFS as in effect from time to time (the 'Reserve Amount') (the remainder of (a) minus (b) is referred to herein as the 'Available Credit'). In additionany reason, if Dealer's ’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement ’s Accounts Receivable Facility shall at any time exceed Dealer's ’s Available Credit, Dealer will immediately pay repay to DFS an CDF the amount not less than the difference between (i) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, and (ii) Dealer's Available Creditsuch excess. Furthermore, as an amendment to the AWF, in the event Dealer's Reserve Amount ’s SPP Deficit exceeds at any time (a) the Advance Rate multipled by Eighty-Five Percent (85%) of the net amount of Dealer's eligible Accounts, minus (b) Dealer's ’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement’s Accounts Receivable Facility, minus (c) Five Million Dollars ($5,000,000), Dealer will immediately pay to DFSCDF, as a reduction of Dealer's ’s total current outstanding indebtedness to DFS CDF under the AWF, the difference between (i) Dealer's Reserve Amount, and (ii) (a) the Advance Rate multipled by the net amount of Dealer's eligible Accounts minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreementsuch excess. DFS CDF will loan Dealer, on request, such amount so credited or a part thereof as requested provided that at no time will such outstanding loans exceed Dealer's maximum accounts receivable credit facility as set forth in Section 2.1 of this Agreementthe Accounts Receivable Facility. No advances or loans need be made by DFS CDF if Dealer is in Default."” 2. The following paragraph Section 12 (k) of the AWF is incorporated into hereby amended to read as follows (capitalized terms shall have the same meaning as defined in the AWF unless otherwise indicated): (k) Dealer or any Guarantor, becomes insolvent or voluntarily or involuntarily becomes subject to the Federal Bankruptcy Code, any state insolvency law or any similar law as a result of which the related proceedings, if an involuntary proceeding, remain undismissed, undischarged or unbonded for a period of 60 days from the commencement thereof or which results in the entry of an order for relief which shall not have been vacated, discharged, stayed, or bonded pending appeal within 60 days of the entry thereof (it being understood that CDF will not be obligated to give any approvals to Vendors for new inventory financing during said 60 day period);” Dealer waives notice of CDF’s acceptance of this Addendum. All other terms and provisions of the AWF and BFA as if fully BFA, to the extent not inconsistent with the foregoing, are ratified and originally set forth therein: "Dealer will at all times maintain: (a) a Tangible Net Worth remain unchanged and Subordinated Debt in the combined amount of not less than Four Million Dollars ($4,000,000); and (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth full force and Subordinated Debt of not more than Three and One Half to One (3.5:1.0)effect.

Available Credit; Paydown. On receipt of each Schedule, DFS CDF will credit Dealer with such amount as DFS may deem advisable amount, up to the remainder of (a) the sum of (i) Ninety Percent (90%) of the net amount of the eligible Government Accounts listed in such Schedule plus (ii) Eighty-five Five Percent (85%) of the net amount of the eligible Non-Government Accounts listed in such Schedule (the applicable percentage set forth in (a)(i) and (a)(ii) is hereinafter referred to as the "Advance Rate")Schedule, minus (b) the amount of Dealer’s SPP Deficit (as defined below) under Dealer’s Agreement for Wholesale Financing (the ‘AWF’) with CDF, as in effect from time to time, minus (c) Three Million Fifteen Thousand Dollars ($3,015,000) ((a) minus the sum of (b) and (c) is referred to herein as the ‘Available Credit’). In no event will CDF credit Dealer with more than Dealer’s maximum Accounts Receivable Facility from time to time established by CDF, not to exceed the Available Credit. Dealer’s ‘SPP Deficit’ shall mean the amount, if any, by which Dealer’s total current outstanding indebtedness to CDF under the AWF as of the date of the Inventory Report (as defined below) exceeds the Inventory Value (as defined below) as determined by, and as of the date of, the Inventory Report. Such SPP Deficit, if any, will remain in effect for purposes of this Agreement until the preparation and delivery by Dealer to CDF of a new Inventory Report. Dealer will forward to CDF by the tenth (10th) day of every month an amount equal Inventory Report dated as of the last day of the prior month which specifies the total aggregate wholesale invoice price of all of Dealer’s inventory financed by CDF under the AWF that is unsold and in Dealer’s possession and control as of the date of the Inventory Report. The term ‘Inventory Value’ is defined herein to mean One Hundred Percent (100%) of the total aggregate wholesale invoice price of all of Dealer's outstanding indebtedness ’s inventory financed by CDF under the AWF that is unsold and in Dealer's Agreement ’s possession and control as of the date of the Inventory Report and to the extent that CDF has a first priority, fully perfected security interest therein. If, for Wholesale Financing (the 'AWF') with DFS as in effect from time to time (the 'Reserve Amount') (the remainder of (a) minus (b) is referred to herein as the 'Available Credit'). In additionany reason, if Dealer's ’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement ’s Accounts Receivable Facility shall at any time exceed Dealer's ’s Available Credit, Dealer will immediately pay repay to DFS an CDF the amount not less than the difference between (i) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement, and (ii) Dealer's Available Creditsuch excess. Furthermore, as an amendment to the AWF, in the event Dealer's Reserve Amount ’s SPP Deficit exceeds at any time (a) the Advance Rate multipled by Eighty-Five Percent (85%) of the net amount of Dealer's eligible Accounts, minus (b) Dealer's ’s outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreement’s Accounts Receivable Facility, minus (c) Three Million Fifteen Thousand Dollars ($3,015,000), Dealer will immediately pay to DFSCDF, as a reduction of Dealer's ’s total current outstanding indebtedness to DFS CDF under the AWF, the difference between (i) Dealer's Reserve Amount, and (ii) (a) the Advance Rate multipled by the net amount of Dealer's eligible Accounts minus (b) Dealer's outstanding loans under Dealer's accounts receivable credit facility as set forth in Section 2.1 of this Agreementsuch excess. DFS CDF will loan Dealer, on request, such amount so credited or a part thereof as requested provided that at no time will such outstanding loans exceed Dealer's maximum accounts receivable credit facility as set forth in Section 2.1 of this Agreementthe Accounts Receivable Facility. No advances or loans need be made by DFS CDF if Dealer is in Default."” 23. The following paragraph Section 3.3(b) of the BFA is incorporated into the AWF and BFA hereby amended to read in its entirety as if fully and originally set forth therein: "Dealer will at all times maintainfollows: (a) a Tangible Net Worth and Subordinated Debt in the combined amount of not less than Four Million Dollars ($4,000,000); and (b) a ratio of Debt minus Subordinated Debt to Tangible Net Worth and Subordinated Debt of not more than Three and One Half to One (3.5:1.0).