AMONG

CREDIT FACILITIES AGREEMENT

AMONG

DEUTSCHE FINANCIAL SERVICES CORPORATION

AS ADMINISTRATIVE AGENT

FIRSTAR BANK, NATIONAL ASSOCIATION

AS CO-AGENT

AND

DEUTSCHE FINANCIAL SERVICES CORPORATION
AND FIRSTAR BANK, NATIONAL ASSOCIATION

AND

THE OTHER LENDERS LISTED ON EXHIBIT 3 AND SIGNATURE PAGES HERETO

AS LENDERS

AND

XXXXXXX COMPUTER RESOURCES, INC.,
XXXXXXX SELECT INTEGRATION SOLUTIONS, INC.,
XXXXXXX SELECT ADVISORY SERVICES, INC.,
XXXXXXX COMPUTER RESOURCES SALES COMPANY, INC.,
XXXXXXX COMPUTER RESOURCES HOLDING COMPANY, INC.,
XXXXXXX COMPUTER RESOURCES OPERATIONS, LLP,
TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC.,
T.I.F.S. ADVISORY SERVICES, INC.,
THELINC, LLC AND
VAL TECH COMPUTER SYSTEMS, INC.

JOINTLY AND SEVERALLY AS

BORROWER

JUNE 28, 2001

CREDIT FACILITIES AGREEMENT

In consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Xxxxxxx Computer
Resources, Inc., Xxxxxxx Select Integration Solutions, Inc., Xxxxxxx Select
Advisory Services, Inc., Xxxxxxx Computer Resources Sales Company, Inc., Xxxxxxx
Computer Resources Holding Company, Inc., Xxxxxxx Computer Resources Operations,
LLP, Technology Integration Financial Services, Inc., T.I.F.S. Advisory
Services, Inc., TheLinc, LLC and Val Tech Computer Systems, Inc. (collectively
and separately referred to as, "Borrower"), and Deutsche Financial Services
Corporation ("DFS"), as Administrative Agent, and DFS and the other lenders
listed on Exhibit 3 of this Agreement and the signature pages hereto (and their
respective successors and permitted assigns), as "Lenders", agree as follows:

1. EFFECTIVE DATE. This Agreement is effective June 28, 2001.

2. DEFINITIONS; RULES OF CONSTRUCTION.

2.1. LISTED DEFINITIONS. Capitalized words defined in the Glossary and
Index of Defined Terms attached hereto as Exhibit 2.1 shall have such
defined meanings wherever used in this Agreement and the other Loan
Documents.

2.2. OTHER DEFINITIONS. If a capitalized word in this Agreement is not
defined in the Glossary and Index of Defined Terms, it shall have such
meaning as defined elsewhere herein, or if not defined elsewhere herein,
the meaning defined in the UCC.

2.3. REFERENCES TO BORROWER. The words "a Borrower", "any Borrower", "each
Borrower" and "every Borrower" refer to each of Xxxxxxx Computer Resources,
Inc., Xxxxxxx Select Integration Solutions, Inc., Xxxxxxx Select Advisory
Services, Inc., Xxxxxxx Computer Resources Sales Company, Inc., Xxxxxxx
Computer Resources Holding Company, Inc., Xxxxxxx Computer Resources
Operations, LLP, Technology Integration Financial Services, Inc., T.I.F.S.
Advisory Services, Inc., TheLinc, LLC and Val Tech Computer Systems, Inc.
both separately and collectively, as though each such entity were actually
listed, and their Obligations and liabilities (including, without
limitation, the Loan Obligations) under the Loan Documents are joint and
several in all respects.

2.4. REFERENCES TO COVERED PERSON. The words "Covered Person", "a Covered
Person", "any Covered Person", "each Covered Person" and "every Covered
Person" refer to Borrower and each of their now existing or later acquired,
created or organized Subsidiaries separately. The words "Covered Persons"
refers to Borrower and their now existing or later acquired, created or
organized Subsidiaries collectively. Notwithstanding the foregoing,
AcquiTec, Ltd. shall not be deemed to be a Covered Person.

2.5. REFERENCES TO REQUIRED LENDERS. The words "Required Lenders" means any
one or more Lenders whose shares of Lenders' Exposure at the relevant time
aggregate at least 66.6667% (subject to the terms of Section 7.6).

2.6. ACCOUNTING TERMS. Unless the context otherwise requires, accounting
terms herein that are not defined herein shall be determined under GAAP.
All financial measurements contemplated hereunder respecting Borrower shall
be made and calculated for Borrower and all of their now existing or later
acquired, created or organized Subsidiaries, if any, on a consolidated and
consolidating basis in accordance with GAAP unless expressly provided
otherwise herein.

Signature Page 1 of 8

2.7. MEANING OF SATISFACTORY. Whenever herein a document or matter is
required to be satisfactory to Administrative Agent or satisfactory to
Lenders or satisfactory to Required Lenders, unless expressly stated
otherwise such document must be reasonably satisfactory to Administrative
Agent, Lenders or Required Lenders (as applicable) in both form and
substance, and unless expressly stated otherwise Administrative Agent,
Lenders or Required Lenders (as applicable) shall have the commercially
reasonable discretion to determine whether the document or matter is
satisfactory.

2.8. COMPUTATION OF TIME PERIODS. In computing or defining periods of time
from a specified date to a later specified date, and in computing the
accrual of interest or fees, the word "from" shall mean "from and
including" and the words "to" and "until" shall each mean "to but
excluding". Periods of days referred to in this Agreement shall be counted
in calendar days unless Business Days are expressly prescribed, and
references in this Agreement to months and years are to calendar months and
calendar years unless otherwise specified.

2.9. CERTIFICATES OF BORROWER AND BORROWING OFFICER, ADVANCE REQUESTS;
BORROWING AGENT. Each Borrower hereby appoints Xxxxxxx Computer Resources
Sales Company, Inc. as "Borrowing Agent." Because the operations and
business activities of the Borrowers are highly integrated and
interdependent, at any particular time it is impractical to determine which
of the Borrowers will directly receive the proceeds of a Revolving Loan,
Term Loan, Swingline Loan, Interim Floorplan Loan, or Floorplan Loan. Each
of the Borrowers hereby directs the Administrative Agent to disburse the
proceeds of each Revolving Loan, Term Loan, Swingline Loan, Interim
Floorplan Loan, and Floorplan Loan to or at the direction of the Borrowing
Agent, with such directions to be subject to approval of the Administrative
Agent in its discretion, and such distribution will, in all circumstances,
be deemed to be made to each of the Borrowers. Notwithstanding anything
herein to the contrary, proceeds of the initial Revolving Loan, initial
Term Loan, and initial Floorplan Loan used to satisfy the existing
Indebtedness of the applicable Borrower will be advanced directly to the
holder of such Indebtedness. From time to time, Borrowing Agent shall
further distribute the proceeds of Revolving Loans, Term Loans, and
Swingline Loans, to a particular Borrower or Borrowers, jointly and
severally, or direct the disbursement of the Interim Floorplan Loan and
Floorplan Loans for the account of each Borrower, and each Borrower
represents and warrants that the subsequent receipt and use of such
proceeds by any particular Borrower inures to the economic benefit directly
and indirectly of all other Borrowers. For so long as the Loan Obligations
remain outstanding and any Commitment remains in effect, each Borrower
hereby covenants and agrees, and hereby grants to the Borrowing Agent an
absolute and irrevocable power of attorney coupled with interest, and
irrevocably designates, appoints, authorizes and directs the Borrowing
Agent to (a) execute and deliver any Borrowing Base Certificates, (b)
certify the financial statements of Borrower, (c) request Advances and
execute and deliver written requests for Advances, (d) make any other
deliveries required to be delivered periodically hereunder to
Administrative Agent and/or any Lender, (e) act as its Borrowing Officer,
and Administrative Agent and each Lender is entitled to rely on any such
document or certificate signed by the Borrowing Agent and (f) otherwise
take all other actions otherwise contemplated by this Section, and to act
on behalf of such Borrower for purposes of giving and receiving notices and
certifications under this Agreement or any other Loan Document. The
Administrative Agent is entitled to rely and act on the instructions of the
Borrowing Agent.

2.10. GENERAL. Unless the context of this Agreement clearly requires
otherwise: (i) references to the plural include the singular and vice
versa; (ii) references to any Person include such Person's successors and
assigns but, if applicable, only if such successors and assigns are
permitted by this Agreement; (iii) references to one gender include all

genders; (iv) "including" is not limiting; (v) "or" has the inclusive
meaning represented by the phrase "and/or;" (vi) the words "hereof,"
"herein," "hereby," "hereunder" and similar terms in this Agreement refer
to this Agreement as a whole, including its Exhibits, and not to any
particular provision of this Agreement; (vii) the word "Section" or
"section" and "Page" or "page" refer to a section or page, respectively,
of, and the word Exhibit refers to an Exhibit to, this Agreement unless it
expressly refers to something else; (viii) reference to any agreement,
document, or instrument (including this Agreement and any other Loan
Document or other agreement, document or instrument defined herein), means
such agreement, document, or instrument as amended, modified, restated
and/or replaced and in effect from time to time in accordance with the
terms thereof and, if applicable, the terms hereof, and includes all
attachments thereto and documents incorporated therein, if any; and (ix)
general and specific references to any Law means such Law as amended,
modified, codified or reenacted, in whole or in part, and in effect from
time to time. Section captions and the Table of Contents are for
convenience only and shall not affect the interpretation or construction of
this Agreement or the other Loan Documents.

2.11. FIRSTAR BANK, NATIONAL ASSOCIATION APPOINTMENT AS CO-AGENT. Firstar
Bank, National Association is given the title "Co-Agent" under the Loan
Agreement and Loan Documents. Nothing contained in the foregoing sentence,
shall give Firstar Bank, National Association any additional rights or
obligations under the Loan Agreement or the Loan Documents.

3. LENDERS' COMMITMENTS AND FACILITIES. Subject to the terms and conditions
hereof, and in reliance upon the Representations and Warranties:

3.1. REVOLVING LOAN COMMITMENTS.

3.1.1. AGGREGATE AMOUNT. Subject to the limitations in Section 3.1.2
and elsewhere herein, each Lender commits to make available to
Borrower, from the Effective Date to the Revolving Loan Maturity Date,
such Lender's pro-rata share (as listed on Exhibit 3 hereto) of an
"Aggregate Revolving Loan Commitment" that is initially One Hundred
Forty-Four Million Dollars ($144,000,000), but which may decrease from
time to time as provided herein, by funding such Lender's pro-rata
share of Revolving Loan Advances made from time to time by
Administrative Agent as provided herein. Subject to the limitations in
Section 3.1.2 and elsewhere herein, payments and prepayments that are
applied to reduce the Aggregate Revolving Loan may be reborrowed
through Revolving Loan Advances. Each Lender's Revolving Loan
Commitment is its pro-rata share of the Aggregate Revolving Loan
Commitment. Upon any reduction of the Aggregate Revolving Loan
Commitment permitted in this Agreement, each Lender's Revolving Loan
Commitment will automatically reduce by such Lender's pro-rata share
of such reduction of the Aggregate Revolving Loan Commitment.

3.1.2. LIMITATION ON REVOLVING LOAN ADVANCES. No Revolving Loan
Advance will be made which would result in the Aggregate Revolving
Loan exceeding the Maximum Available Amount and no Revolving Loan
Advance will be made on or after the Revolving Loan Maturity Date.
Lenders may, however, in their absolute discretion make such Revolving
Loan Advances, but shall not be deemed by doing so to have increased
the Maximum Available Amount and shall not be obligated to make any
such Revolving Loan Advances thereafter. At any time that there is an
Existing Default, the Aggregate Revolving Loan Commitment may be
canceled as provided in Section 16.3. The "Maximum Available Amount"
(which can be a negative number) on any date shall be a Dollar amount
equal to (i) the lesser of (A) the amount of the Aggregate Revolving

Loan Commitment and (B) the Borrowing Base on such date, minus (ii)
-----
the sum of (a) the Swingline Loan, and (b) the Floorplan Shortfall.

3.1.3. REVOLVING NOTES. The obligation of Borrower to repay each
Lender's Revolving Loan shall be evidenced by a promissory note
payable to the order of such Lender in a maximum principal amount
equal to the amount of its Revolving Loan Commitment and otherwise
satisfactory to Lenders.

3.1.4. BORROWING BASE. The "Borrowing Base" on any date shall be:

3.1.4.1. 90% of the total outstanding principal balance of all of
Borrowers' Eligible Accounts as of the close of business on such
date, or as certified in the Borrowing Base Certificate most
recently furnished to Administrative Agent as required in Section
13.15.1, whichever is less; minus

3.1.4.2. the amount, as determined by Administrative Agent, on
the Aggregate Floorplan Loan Facility and the Interim Floorplan
Loan Facility not paid by Borrower due to a bona fide, good faith
dispute by Borrower with regards to any invoice from a Vendor
relating to any particular Advance under the Aggregate Floorplan
Loan Facility or Interim Floorplan Loan Facility, as the case may
be (although failure of Borrower to pay such amounts by the final
due date as set forth in the applicable Statement of Transaction
will be an immediate Event of Default).

3.1.5. ELIGIBLE ACCOUNTS. "Eligible Accounts" include all of
Borrowers' Accounts other than the following, unless approved in
writing by Administrative Agent in each case: (i) any Account with
respect to which Administrative Agent does not have a valid and
enforceable, perfected first priority Security Interest; (ii) any
Account which remains unpaid as of 90 days after the original date of
the applicable invoice, including, without limitation any
Lease-in-Process Inventory; (iii) any Account of a single Account
Debtor if 50% or more of the balances due on all Accounts of such
Account Debtor are ineligible under clause (i) or (ii); (iv) any
Account with respect to which the Account Debtor is a Borrower, a
Subsidiary or an Affiliate thereof or an employee or officer of
Borrower or any Subsidiary or Affiliate thereof; (v) any Account with
respect to which the Account Debtor does not maintain its chief
executive office within the United States and any Account with respect
to which the Account Debtor is the government of any foreign country
or any municipality or other political subdivision thereof, or any
department, agency, public corporation or other instrumentality
thereof; (vi) any Account which is created from the rental or lease of
any Inventory not owned by Borrower; (vii) any Account with respect to
goods or services whose delivery or performance has been rejected by
the Account Debtor or whose earlier acceptance has been revoked;
(viii) any Account arising from the delivery of goods or performance
of services for which an invoice has not been sent to the Account
Debtor within ten days after such delivery or performance; (ix) any
Account owing by an Account Debtor that is the subject of a bankruptcy
or similar insolvency proceeding, has made an assignment for the
benefit of creditors, has acknowledged that it is unable to pay its
debts as they mature, or whose assets have been transferred to a
receiver or trustee, or who has ceased business as a going concern;
(x) except Lease-in-Process Inventory, any Account with respect to
which the Account Debtor's obligation to pay the Account is
conditional upon the Account Debtor's approval or is otherwise subject
to any repurchase obligation or return right, as with sales made on a
xxxx-and-hold, guarantied sale, sale-and-return, sale on approval

(except with respect to Accounts in connection with which Account
Debtors are entitled to return Inventory solely on the basis of the
quality of such Inventory) or consignment basis; (xi) any Account
owing by an Account Debtor that has disputed liability or made any
claim with respect to any other Account due from such Account Debtor,
or that has any right of set-off against such Account, or to which
Borrower is indebted in any way, but only to the extent of such
indebtedness, set-off, dispute or claim; (xii) any Account subject to
a chargeback from a volume discount or an advertising discount, but
only to the extent of such chargeback or discount; (xiii) any Account
owing by an Account Debtor whose Indebtedness to Borrower exceeds a
credit limit satisfactory to Administrative Agent; (xiv) any Account
of an Account Debtor with respect to particular goods still in the
possession of the creditor on the Account or included in Inventory of
such creditor and against which the Account Debtor has filed a
financing statement under the UCC or has obtained or purported to have
obtained a Security Interest; (xv) any Account with respect to which
the delivery of goods or performance of services is bonded in favor of
Borrower; (xvi) any Account as to which Administrative Agent does not
have the right or ability to obtain direct payment to Administrative
Agent; (xvii) any Account with respect to which any of the covenants
and agreements contained in any of the Loan Documents or any of the
Representations and Warranties are not or have ceased to be complete
and correct or have been breached; (xviii) any Account which is
evidenced by a promissory note or other instrument or by chattel paper
or which has been reduced to judgment; (xix) any Account which arises
out of a sale or lease not made in the ordinary course of Borrower's
business; (xx) any Account for which payment terms greater than net
sixty (60) days from the date of invoice are provided or permitted;
(xxi) Accounts arising from payment made by credit card, debit card,
or similar instrument; (xxii) any Account owing from any supplier or
Vendor of any Borrower, including, without limitation under or in
connection with any rebate, subsidy, incentive or similar program,
(xxiii) any Account owing to any Person other than Borrower, (xxiv)
any Account arising from the leasing of Inventory, (xxv) any Accounts
that are Lease-in-Process Inventory in excess of $11,000,000 in the
aggregate, (xxvi) with regards to any Accounts arising from the
provision of services, any such Accounts which are invoiced prior to
the performance of the applicable services, and (xxvii) any Account as
to which Administrative Agent has determined in its reasonable
discretion that the prospect of payment or collection on a timely
basis is impaired or that Administrative Agent otherwise deems in its
reasonable discretion to be uncreditworthy. Notwithstanding the
foregoing, Accounts owned by a Target Company may be included within
the definition of "Eligible Accounts" and within the Borrowing Base on
the day of the closing of a Permitted Acquisition to fund such
Permitted Acquisition if and only if such Accounts meet the
eligibility requirements of each clause of this Section immediately
upon the closing of such Permitted Acquisition.

3.2. TERM LOAN COMMITMENT.

3.2.1. TERM LOAN. Each Lender commits to make available to Borrower
such Lender's pro-rata share (as listed on Exhibit 3 hereto) of an
"Aggregate Term Loan Commitment" that is initially Twenty-Four Million
Dollars ($24,000,000) but which will decrease from time to time as
provided herein by funding such Lender's pro-rata share of thereof as
provided for herein. Each Lender's Term Loan Commitment is its
pro-rata share of the Aggregate Term Loan Commitment. No Term Loan
Advance will be made which would result in the Aggregate Term Loan
exceeding the Aggregate Term Loan Commitment. Subject to the terms of
this Agreement, payments and prepayments that are applied to reduce
the Aggregate Term Loan may be re-borrowed through subsequent Term

Loan Advances, subject to the terms and conditions of this Agreement
and the Loan Documents. The Aggregate Term Loan Commitment shall
reduce as set forth in the table below:

EFFECTIVE DATE OF
REDUCTION IN TERM
LOAN COMMITMENT REDUCTION
-------------------------- ----------
Last day of the first full $1,000,000
calendar month
following the Effective
Date
-------------------------- ----------
Last day of each of the $1,000,000
next succeeding twenty-
two (22) calendar
months thereafter
-------------------------- ----------
Last day of the next $1,000,000
succeeding calendar
month
-------------------------- ----------

3.2.2. TERM LOAN NOTES. The obligation of Borrower to repay each
Lender's Term Loan shall be evidenced by a promissory note payable to
the order of such Lender in a principal amount equal to its pro-rata
share of the Aggregate Term Loan Commitment and otherwise satisfactory
to Lenders.

3.3. FLOORPLAN LOAN FACILITY.

3.3.1. FLOORPLAN LOAN FACILITY GENERALLY. Each Lender shall, subject
to the terms herein, make available to Borrower such Lender's pro-rata
share (as listed on Exhibit 3 hereto) of an "Aggregate Floorplan Loan
Facility" that is initially Seventy-Two Million Dollars ($72,000,000)
but which will decrease from time to time as provided herein by
funding such Lender's pro-rata share thereof as provided for herein.
Each Lender's Floorplan Loan Facility is its pro-rata share of the
Aggregate Floorplan Loan Facility. No Floorplan Loan Advance will be
made which would result in the sum of the (i) Aggregate Floorplan
Loan, (ii) the Interim Floorplan Loan, and (iii) all unfunded
Approvals, exceeding the Aggregate Floorplan Loan Facility. Subject to
the terms of this Agreement, payments and prepayments that are applied
to reduce the Aggregate Floorplan Loan may be re-borrowed through
subsequent Floorplan Loan Advances, subject to the terms and
conditions of this Agreement and the Loan Documents. The Aggregate
Floorplan Loan Facility is not a commitment to lend or advance funds
but is a discretionary facility. From and after the date on which the
Administrative Agent has actual knowledge of an Event of Default under
Section 16.1.1 or under Section 16.1.12, no further Approvals will be
issued and except with respect to existing unfunded Approvals, no
further Floorplan Loan Advances shall be made. From and after the date
on which Administrative Agent has actual knowledge of any other Event
of Default, no further Approvals will be issued if the Administrative
Agent so chooses in its discretion to no longer issue Approvals or if
the Required Lenders direct the Administrative Agent to no longer
issue Approvals, and except with respect to existing unfunded
Approvals, no further Floorplan Loan Advances shall be made.

3.3.2. INTERIM FLOORPLAN LOAN ADVANCES. In order to reduce the
frequency of fundings of Floorplan Loan Advances by Lenders, but
subject to the limitations in Section 3.3.3 and elsewhere herein,

Administrative Agent may in its absolute discretion make Interim
Floorplan Loan Advances for the account of and benefit of Borrower
with respect to an Approval issued by Administrative Agent from time
to time from the Effective Date to the Floorplan Loan Maturity Date.
From and after the date on which the Administrative Agent has actual
knowledge of an Event of Default under Section 16.1.1 or under Section
16.1.12, no further Interim Floorplan Loan Advances shall be made.
From and after the date on which Administrative Agent has actual
knowledge of any other Event of Default, at the sole discretion of
Administrative Agent, no further Interim Floorplan Loan Advances shall
be made. Subject to the limitations in Section 3.3.3 and elsewhere
herein, payments and prepayments that are applied to reduce the
Interim Floorplan Loan may be reborrowed through Interim Floorplan
Loan Advances. The Interim Floorplan Loan Facility is not a commitment
to lend or advance funds, but is a discretionary facility.

3.3.3. LIMITATIONS ON INTERIM FLOORPLAN LOAN ADVANCES. The maximum
amount of the Interim Floorplan Loan amount on any date shall be
Fifteen Million Dollars. Administrative Agent shall not be obligated
to make any particular Interim Floorplan Loan Advance, the making of
any particular Interim Floorplan Loan Advance at any particular time
being absolutely discretionary. Administrative Agent will not, without
the prior consent (which may be oral or in writing) of each Lender,
knowingly make any Interim Floorplan Loan Advance which would cause
the aggregate amount of the Interim Floorplan Loan plus the Aggregate
Floorplan Loan plus all unfunded Approvals to exceed the Aggregate
Floorplan Loan Facility as of such date immediately prior to the
making of any such Interim Floorplan Loan Advance. Administrative
Agent shall not be obligated to fund any Interim Floorplan Loan
Advances after the Floorplan Loan Maturity Date or after the Interim
Floorplan Loan Facility has been terminated.

3.3.4. OPERATION OF FLOORPLAN LOAN FACILITY AND INTERIM FLOORPLAN LOAN
FACILITY. Subject to the terms of this Agreement, the Floorplan Loan
Facility and Interim Floorplan Loan Facility will be used by Borrower
from time to time to purchase inventory from vendors approved by
Administrative Agent in its sole and absolute discretion ("Vendors").

3.3.5. FLOORPLAN LOAN APPROVALS. Borrower and each Lender acknowledges
and agrees that: (i) Administrative Agent may issue Approvals on a
date that is prior to the date of the funding of any Floorplan Loan
Advance or Interim Floorplan Loan Advance that are based on such
Approvals; (ii) once an Approval has been issued, then Administrative
Agent may, and may require the Lenders, to fund the related Advance at
any time, notwithstanding (A) any Default or Event of Default that may
arise on or prior to the date of any such Advance, (B) whether the
Loan Obligations have been accelerated, (C) whether the Commitments
have been terminated, or (D) whether any such Advance shall occur
after the Floorplan Loan Maturity Date for an Approval issued on or
prior to the Floorplan Loan Maturity Date; and (iii) each Lender shall
be obligated to fund its pro-rata share of any such Advance once an
Approval has been issued for such Advance regardless of whether such
Advance has been funded by Administrative Agent. A request from a
Vendor (with respect to a Borrower) to Administrative Agent to
floorplan Inventory will be deemed to be a request from the Borrowers
for a Floorplan Loan Advance or an Interim Floorplan Loan Advance, as
the case may be.

3.3.6. INVENTORY NOT AVAILABLE FOR FLOORPLAN LOANS AND INTERIM
FLOORPLAN LOANS. Only Vendors approved by Administrative Agent will be
eligible to receive proceeds of Aggregate Floorplan Loan Facility and

the Interim Floorplan Loan Facility. Administrative Agent or the
Required Lenders may, at any time and without notice to Borrower,
elect not to finance any inventory sold by particular Vendors,
including any Vendors who are in default of their obligations to DFS,
or with respect to which DFS or Administrative Agent deems itself
insecure. Without limiting the generality of the foregoing, any items
produced by IBM, Hewlett-Packard, and Lexmark will not be available
for financing under the Aggregate Floorplan Loan Facility or the
Interim Floorplan Loan Facility without the prior written approval of
the Administrative Agent. Except with respect to Approvals issued by
Administrative Agent on or before the Floorplan Loan Maturity Date or
before termination as set forth in Section 3.3.7, Lenders shall not be
obligated to fund any Floorplan Loan Advances after the Floorplan Loan
Maturity Date or after the Aggregate Floorplan Loan Facility has been
terminated.

3.3.7. TERMINATION OF FLOORPLAN LOAN FACILITY AND INTERIM FLOORPLAN
LOAN FACILITY. The Aggregate Floorplan Loan Facility and the Interim
Floorplan Loan Facility are discretionary facilities and may be
terminated by Administrative Agent or the Required Lenders with
respect to any future Floorplan Loans or Interim Floorplan Loans which
have not been funded (whether or not an Approval has been issued, but
subject to any Vendor Agreements regarding unfunded Approvals) at any
time by the Administrative Agent or the Required Lenders upon written
notice to the Borrower. If Administrative Agent or the Required
Lenders terminate the Aggregate Floorplan Loan Facility and/or the
Interim Floorplan Loan Facility, Borrower agrees that if there is no
Existing Default, 30 days prior notice of termination is reasonable
and sufficient (although this provision shall not be construed to mean
that shorter periods may not, in particular circumstances, also be
reasonable and sufficient) and Lenders will continue to fund Advances
for Approvals issued on or before the expiration of such 30 day period
and repayment shall be in accordance with the applicable Statement of
Transaction and billing statement. Borrower will not be relieved from
any obligation to Administrative Agent or the Lenders arising out of
Floorplan Loans or Interim Floorplan Loans made before the effective
termination date of the Aggregate Floorplan Loan Facility and/or the
Interim Floorplan Loan Facility or made after the effective
termination date of the Aggregate Floorplan Loan Facility or Interim
Floorplan Loan Facility in connection with Approvals issued on or
before such effective termination date. Notwithstanding a termination
of the Aggregate Floorplan Loan Facility and the Interim Floorplan
Loan Facility, Administrative Agent and Lenders will retain all of
their rights, interests and remedies hereunder and in all Collateral
until Borrower has indefeasibly paid all of the Loan Obligations in
full in cash.

3.3.8. REPURCHASE AGREEMENTS. Administrative Agent and/or DFS have
entered into agreements with the Vendors who will be receiving
proceeds of the Aggregate Floorplan Loan Facility and the Interim
Floorplan Loan Facility (each being a "Vendor Agreement" and
collectively, the "Vendor Agreements"). Neither Administrative Agent
nor DFS makes any representation or warranty regarding the Vendor
Agreements, including, without limitation regarding the enforceability
thereof, whether any particular item of Inventory purchased by
Borrower is subject to repurchase rights, or any repurchase rights
that may be set forth therein. Each Lender and Borrower acknowledges
and agrees that Administrative Agent and/or DFS may take or refrain
from taking any actions under or in connection with the Vendor
Agreements in Administrative Agent's or DFS', as the case may be,
commercially reasonable judgment.

3.4. SWINGLINE COMMITMENT.

3.4.1. SWINGLINE ADVANCES. In order to reduce the frequency of
fundings of Revolving Loan Advances by Lenders, but subject to the
limitations in Section 3.4.2 and elsewhere herein, Administrative
Agent may (provided an Advance Request in the form of Exhibit 7.10 is
received by Administrative Agent) in its absolute discretion make
Swingline Advances to Borrower from time to time from the Effective
Date to the Revolving Loan Maturity Date. From and after the date on
which the Administrative Agent has actual knowledge of an Event of
Default under Section 16.1.1, no further Swingline Advances shall be
made unless the Required Lenders approve in writing any further
Swingline Advances or unless such Event of Default is waived in
writing by the Required Lenders. Subject to the limitations in Section
3.4.2 and elsewhere herein, payments and prepayments that are applied
to reduce the Swingline Loan may be reborrowed through Swingline
Advances. The Swingline Commitment is not a commitment to lend money,
but is a discretionary facility; Administrative Agent may terminate
the foregoing Swingline Commitment at any time in its absolute
discretion.

3.4.2. LIMITATIONS ON SWINGLINE ADVANCES. Administrative Agent shall
not be obligated to make any particular Swingline Advance, the making
of any particular Swingline Advance at any particular time being
absolutely discretionary. In any event, no Swingline Advance will be
made on or after the Revolving Loan Maturity Date, and no Swingline
Advance will be made which would result in the Swingline Loan
exceeding the Maximum Swingline Amount. Administrative Agent may,
however, in its absolute discretion make such Swingline Advances, but
shall not be deemed by doing so to have increased the Maximum
Swingline Amount and shall not be obligated to make any such Swingline
Advance thereafter. Administrative Agent will not, without the prior
consent (which may be oral or in writing) of each Lender, knowingly
make any Swingline Advance which would cause the aggregate amount of
the Aggregate Revolving Loan to exceed the Maximum Available Amount as
of such date immediately prior to the making of any such Swingline
Advance. The Maximum Swingline Amount on any date for any Swingline
Advance shall be a Dollar amount equal to the lesser of (i)
$20,000,000 or (ii) an amount equal to the Maximum Available Amount as
of such date minus the Aggregate Revolving Loan immediately prior to
the making of such Swingline Advance; provided, however, at no time
shall any Advance be deemed to be a Swingline Advance, and such
Advance shall be deemed to be a Revolving Advance, if the sum of the
Swingline Loan and the amount of the Revolving Loans made by the
Lender which is the Administrative Agent exceeds such Lender's
Revolving Loan Commitment as set forth on Exhibit 3 hereto.

3.4.3. SWINGLINE NOTE. The obligation of Borrower to repay the
Swingline Loan shall be evidenced by a promissory note payable to the
order of Administrative Agent in a maximum principal amount of
$20,000,000 and otherwise satisfactory to Administrative Agent.

3.5. REDUCTIONS IN THE COMMITMENTS GENERALLY. From the Effective Date until
but not including the first Anniversary Date, Borrower shall be entitled at
any time to reduce the amount of any or all of the Commitments but only to
the extent that the Commitments are not reduced to an amount that is less
than the average daily balance of the sum of the Aggregate Revolving Loan,
the Swingline Loan, the Aggregate Floorplan Loan Facility, the Interim
Floorplan Loan Facility, and the Aggregate Term Loan for the period from
the Effective Date through the date of such reduction in the Commitment and
if and only if Borrower pays the amount of the Loan Obligations in cash
equal to the excess, if any, of the amount by which the Loan Obligations
exceed to the amount to which Commitments are being reduced. Borrower may

exercise the foregoing right only one time from the Effective Date until
but not including the first Anniversary Date. Once the Commitments are
reduced by the Borrower, the Commitments may not be increased without the
prior written approval of all the Lenders. Any such reduction shall reduce
the affected Commitments of each Lender in accordance with its pro rata
share.

3.6. TERMINATION. In addition to any other rights and remedies that the
Lenders and the Administrative Agent may have in this Agreement, including,
without limitation, if there is an Existing Default and all rights and
remedies set forth in Section 16.3 and in Section 3.3.7, the Required
Lenders may, at any time, whether or not there is an Existing Default,
elect to terminate all of the Commitments and demand that the Borrower
repay in full and in cash all of the Loan Obligations within 90 days of
Borrower's receipt of such demand except that Floorplan Loan Advances and
Interim Floorplan Loan Advances made with respect to any Approval issued
during such 90-day period shall be repaid in accordance with the applicable
Statement of Transaction. Any such notice shall be in writing from the
Administrative Agent to the Borrower.

4. INTEREST; YIELD PROTECTION.

4.1. INTEREST ON THE SWINGLINE LOAN. The Swingline Loan shall be a LIBOR
Loan, unless the LIBOR Rate is not available as provided in this Agreement,
then it shall be a Base Rate Loan.

4.2. INTEREST ON THE FLOORPLAN LOAN AND INTERIM FLOORPLAN LOAN
--ADMINISTRATIVE AGENT AND DFS AS A LENDER ONLY.

4.2.1. Notwithstanding the terms of this Agreement, the term "Prime
Rate" with respect to any Statement of Transaction, to the extent such
term is defined in any such Statement of Transaction, shall have the
meaning set forth in any such Statement of Transaction. If "Prime
Rate" is not defined in any Statement of Transaction, the term "Prime
Rate" in such Statement of Transaction shall have the meaning defined
in this Agreement. After Maturity or after an Event of Default,
Indebtedness under each Statement of Transaction shall bear interest
at the default or post-maturity rate described therein. In the event
no default or post-maturity rate is specified in any Statement of
Transaction, then after Maturity or after an Event of Default, the
Indebtedness under such Statement of Transaction shall bear interest
at the rate which would otherwise apply under such Statement of
Transaction plus 3.0%.

4.2.2. Borrower, Administrative Agent and each Lender agrees that
certain financial terms of any Floorplan Loan Advance or Interim
Floorplan Loan Advance made under this Agreement, whether regarding
finance charges, other fees, maturities, curtailments or other
financial terms, are not set forth herein because such terms depend,
in part, upon the availability of Vendor discounts, payment terms or
other incentives, prevailing economic conditions, Administrative Agent
and/or DFS' floorplanning volume with Borrower and with Borrower's
Vendors, and other economic factors which may vary over time.
Borrower, Administrative Agent and each Lender further agree that it
is therefore in their mutual best interest to set forth in this
Agreement only the general terms of the Floorplan Loan Facility and
the Interim Floorplan Loan Facility. Upon agreeing to finance a
particular item of inventory for Borrower, Administrative Agent will
send Borrower a statement of transaction identifying such Inventory
and the applicable financial terms (each being a "Statement of
Transaction"). Administrative Agent may, without the consent of the
Lenders or the Required Lenders, change any aspect or portion of any
Statement of Transaction. Unless Borrower notifies Administrative
Agent in writing of any objection within thirty (30) days after a
Statement of Transaction is mailed to Borrower: (a) the amount shown
on such Statement of Transaction will be an account stated; (b)
Borrower will have agreed to all rates, charges and other terms shown

on such Statement of Transaction; (c) Borrower will have agreed that
Administrative Agent is financing the items of Inventory referenced in
such Statement of Transaction at Borrower's request; and (d) such
Statement of Transaction will be incorporated herein by reference,
will be made a part hereof as if originally set forth herein, and will
constitute an addendum hereto. If Borrower objects to the terms of any
Statement of Transaction, Borrower agrees to pay Administrative Agent
for such Inventory in accordance with the most recent terms for
similar Inventory to which Borrower has not objected (or, if there are
no prior terms, at the lesser of 16% per annum or at the maximum
lawful contract rate of interest permitted under applicable law).

4.2.3. Borrower will pay the interest, fees, and finance charges to
Administrative Agent (on the Interim Floorplan Loan) for its own
account and to DFS (on the Aggregate Floorplan Loan) for its own
account on the outstanding principal amount of the Interim Floorplan
Loans and the Aggregate Floorplan Loans, respectively, at the rate(s)
and in the amount(s) shown on the applicable Statement of Transaction,
unless Borrower objects thereto as provided in Section 4.2.2. All such
amounts (whether interest, fees or late charges, but excluding
principal) due and owing as set forth in the Statements of Transaction
shall be retained by Administrative Agent for its own account (on the
Interim Floorplan Loans) and by DFS for its own account (on the
Aggregate Floorplan Loans). Interest on the Aggregate Floorplan Loans
will be paid by Administrative Agent to the Lenders (other than DFS)
from the proceeds Administrative Agent receives from the Borrower and
the Vendors, as provided in, and subject to the terms of, Section 4.4.
All discounts and subsidies from a Vendor shall be for the sole
account of Administrative Agent and DFS. Principal received by the
Administrative Agent from the Borrower on the Aggregate Floorplan
Loans will be paid to the Lenders as set forth in Section 17.10.
Failure of Borrower to pay any principal by the final due date set
forth in a Statement of Transaction or any billing statement or any
other amount (whether interest, fees or late charges) set forth in a
Statement of Transaction or any billing statement by the due date set
forth therein shall be an Event of Default hereunder. The finance
charges attributable to the rate shown on the Statement of Transaction
will: (a) be computed based on a 360 day year; (b) be calculated by
multiplying the Daily Charge (as defined below) by the actual number
of days in the applicable billing period; and (c) accrue from the
invoice date of the Collateral identified on such Statement of
Transaction until Administrative Agent receives full payment as
provided in this Agreement for each item of such Collateral. The
"Daily Charge" is the product of the Daily Rate (as defined below)
multiplied by the Average Daily Balance (as defined below). The "Daily
Rate" is the quotient of the annual rate shown on the Statement of
Transaction divided by 360, or the monthly rate shown on the Statement
of Transaction divided by 30. The "Average Daily Balance" is the
quotient of (i) the sum of the outstanding principal under the
Aggregate Floor Plan Facility plus the Interim Floorplan Loan Facility
on each day of a billing period for each item of Collateral identified
on a Statement of Transaction, divided by (ii) the actual number of
days in such billing period. With respect to the Interim Floorplan
Loans and the Floorplan Loans, the annual percentage rate of the
finance charges relating to any item of Collateral financed thereby
will be calculated from the invoice date of such Collateral,
regardless of any period during which any finance charge subsidy shall
be paid or payable by any third party.

4.2.4. Administrative Agent will send Borrower a monthly billing
statement identifying all charges, including any late fees assessed,
due to Administrative Agent on the Interim Floorplan Loans and to DFS,

as a Lender, on the Floorplan Loan Facility. The charges specified on
each billing statement will be due and payable in full immediately on
receipt.

4.3. INTEREST ON AGGREGATE LOANS--OTHER THAN FLOORPLAN LOANS. Each
Revolving Loan Advance or any part of a Revolving Loan Advance shall be a
LIBOR Advance, unless the LIBOR Rate is not available as provided in this
Agreement, then it shall be a Base Rate Advance. Each Term Loan Advance or
any part of a Term Loan Advance shall be a LIBOR Advance unless the LIBOR
Rate is not available as provided in this Agreement, then it shall be a
Base Rate Advance. Each LIBOR Advance when made will become a LIBOR Loan,
which shall bear interest at the Adjusted LIBOR Rate. Each Base Rate
Advance when made will become a Base Rate Loan, which shall bear interest
at the Base Rate.

4.4. INTEREST ON FLOORPLAN LOANS; ADMINISTRATIVE AGENT DEFICIENCY AMOUNT.
Administrative Agent, Borrower and each Lender acknowledges and agrees that
the rate of return paid on any Floorplan Loan or Interim Floorplan Loan is
dependent on numerous factors, including discounts and subsidies offered by
the Vendors. Accordingly, Administrative Agent, Borrower and each Lender
agrees that due to the difficulty in determining the actual rate of return
on any particular Floorplan Loan or Interim Floorplan Loan or with respect
to any particular invoice underlying any such Loan the Lenders (other than
DFS) will be paid the interest rate specified in this Agreement. With
respect to each Lender (other than DFS), interest on each Floorplan Loan
Advance for such Lender shall be paid to such Lender by Administrative
Agent based on the interest rates set forth in Sections 4.5, 4.6, and 4.7
and as provided in Section 6.1.1; provided, however, if Administrative
Agent does not receive from Borrower a payment or other amount (or any
portion thereof) on a Floorplan Loan or Interim Floorplan Loan by the final
date on which such amount is due as set forth in a Statement of Transaction
or billing statement, such failure to pay shall constitute an Event of
Default hereunder, and until such Event of Default has been cured to the
satisfaction of the Required Lenders or waived in writing by the Required
Lenders, to the extent there exists an Administrative Agent Deficiency
Amount (defined below) which is greater than zero, Administrative Agent may
suspend the making of payments of principal and interest on the Floorplan
Loans to each Lender (other than DFS) or reduce the amount of such payments
on the Floorplan Loans to each Lender (other than DFS) on a pro-rata basis
(based on the principal amount of Floorplan Loans outstanding) and setoff
such amounts against the Administrative Agent Deficiency Amount until the
Administrative Agent Deficiency Amount is reduced to zero, or to the extent
necessary to prevent the Administrative Agent Deficiency Amount from
becoming greater than zero. The "Administrative Agent Deficiency Amount" at
any time is a Dollar amount equal to (a) the cumulative amount of interest
distributed by Administrative Agent to the Lenders (other than DFS) with
respect to the Aggregate Floorplan Loan from the date of the Statement of
Transaction relating to such Event of Default through the date of
calculation, minus (b) the cumulative amount of interest collected from
Borrower by Administrative Agent with respect to the Aggregate Floorplan
Loan during the same period (other than interest collected which is
attributable to DFS' Floorplan Loan). Each Floorplan Loan Advance or any
part of a Floorplan Loan Advance owing to a Lender (other than DFS) shall
be considered a LIBOR Advance for interest rate calculation purposes under
this Section, unless the LIBOR Rate is not available as provided in this
Agreement, then it shall be a Base Rate Advance for interest rate
calculation purposes.

4.5. BASE RATE. Except as set forth in Section 4.2.1, the "Base Rate" for
any Base Rate Advance is the Prime Rate (which will fluctuate as described
in Section 4.10) plus the applicable Prime Increment determined from time
to time as provided in Section 4.7

4.6. ADJUSTED LIBOR RATE. The "Adjusted LIBOR Rate" for any LIBOR Loan is
the LIBOR Rate plus the applicable LIBOR Increment determined from time to
time as provided in Section 4.7. The LIBOR Rate for each LIBOR Loan shall
be determined by Administrative Agent. For each LIBOR Loan, the Adjusted
LIBOR Rate shall fluctuate as provided for herein. The "LIBOR Rate" shall
be the interest rate per annum equal to the quotient (rounded to the
nearest 0.001%) of

(i) the rate per annum, as determined by Administrative Agent, as
adjusted from time to time in Administrative Agent's sole discretion
for then applicable reserve requirements, deposit insurance assessment
rates and other regulatory costs, as reported each day by The Wall
Street Journal and identified as the "London Interbank Offered Rate"
for an interest period of 30 days. If for any reason such rate is not
available, the term "LIBOR Rate" shall mean, for any LIBOR Loan, the
rate per annum appearing each day on Reuters Screen LIBOR Page as the
London interbank offered rate for deposits in Dollars at approximately
11:00 a.m. (London time) for an interest period of 30 days; provided,
however, if more than one rate is specified on Reuters Screen LIBOR
Page, the applicable rate shall be the arithmetic mean of all such
rates (rounded upwards, if necessary, to the nearest 1/1000 of 1%),

divided by,

(ii) one minus the maximum rate at which reserves (including, without
limitation, any marginal, special, supplemental, or emergency
reserves) are required to be maintained under regulations issued from
time to time by the FRB or any other Governmental Authority to which
any Lender is subject (or any successor), including, in the case of
LIBOR Loans, "Eurocurrency liabilities" (as such term is used in
Regulation D). Without limiting the effect of the foregoing, the
reserve requirement shall reflect any other reserves required to be
maintained by any Lender with respect to any category of liabilities
which includes deposits by reference to which the LIBOR Rate is to be
determined, or any category of extensions of credit or other assets
which include LIBOR Loans. The entire amount of a LIBOR Loan shall be
deemed to constitute a Eurocurrency liability and as such shall be
deemed to be subject to such reserve requirements without benefit of
credits for proration, exceptions or set-offs which may be available
from time to time to any Lender under Regulation D. The LIBOR Rate
shall be adjusted automatically on and as of the effective date of any
change in any such reserve requirements.

4.7. PRIME INCREMENTS AND LIBOR INCREMENTS. The applicable Prime Increment
and applicable LIBOR Increment shall be determined on the Effective Date
based on the financial statements for the fiscal quarter ended April 5,
2001, and quarterly thereafter in accordance with the following table and
based upon the ratio of the Dollar amount of Borrower's Total Funded
Indebtedness to Borrower's EBITDA as reflected in Borrower's Financial
Statements for its fiscal quarter most recently ended:

TOTAL FUNDED INDEBTEDNESS REVOLVING TERM LOANS BASE RATE BASE RATE
TO EBITDA LOANS AND AND FLOORPLAN INCREMENT FOR INCREMENT FOR
SWINGLINE LOANS LIBOR REVOLVING TERM LOANS
LOANS LIBOR INCREMENT LOANS AND AND FLOORPLAN
INCREMENT SWINGLINE LOANS
LOANS
---------------------------- ------------ -------------- -------------- --------------

greater than 4.00:1.00 3.00% 3.25% 0.05% 0.30%
---------------------------- ------------ -------------- -------------- --------------
less than or equal to 2.75%% 3.00% -0.20% 0.05%
4.00:1.00 but greater than
3.50:1.00
---------------------------- ------------ -------------- -------------- --------------
less than or equal to 2.50% 2.75% -0.45% -0.20%
3.50:1.00 but greater than
3.00:1.00
---------------------------- ------------ -------------- -------------- --------------
less than or equal to 2.25% 2.50% -0.70% -0.45%
3.00:1.00 but greater than
2.50:1.00
---------------------------- ------------ -------------- -------------- --------------
less than or equal 2.50:1.00 2.00% 2.25% -0.95% -0.70%
but greater than or equal to
2.00:1.00
----------------------------
less than 2.00:1.00 1.75% 2.00% -1.20% -0.95%
---------------------------- ------------ -------------- -------------- --------------

For the Floorplan Loan and Interim Floorplan Loan, the Prime Increments and
LIBOR Increments in the table above are used only for determining that interest
rate paid by Administrative Agent to the Lenders pursuant to Section 4.4. The
interest rate paid by Borrower on the Floorplan Loan and Interim Floorplan Loan
is the interest rate described in each Statement of Transaction, as provided in
Section 4.2. Any change in the Prime Increment and LIBOR Increment shall become
applicable as determined by Administrative Agent within three Business Days
following the day when Borrower delivers to Administrative Agent its quarterly
Financial Statements for the fiscal quarter most recently ended as required in
Section 13.14.2. If Borrower does not deliver its quarterly Financial
Statements to Administrative Agent within the period required by Section
13.14.2, then (unless the Required Lenders declare a Default or Event of
Default) the highest non-default Adjusted LIBOR Rate and highest non-default
Base Rate shall be in effect until Borrower shall deliver such Financial
Statements. In such case, in addition to Borrower's obligation to pay the
highest non-default Adjusted LIBOR Rate and highest non-default Base Rate on the
Aggregate Term Loan, the Aggregate Revolving Loan, and the Swingline Loan, with
respect to the Aggregate Floorplan Loan and the Interim Floorplan Loans,
Borrower will pay to Administrative Agent an amount equal to the excess of such
highest non-default Adjusted LIBOR Rate or highest non-default Base Rate over
the adjusted LIBOR Rate or Base Rate which would have otherwise applied in
addition to the interest Borrower is required to pay under the applicable
Statement of Transaction.

4.8. CONVERSION OR CONTINUATION OF LOANS. Borrower may not at any time
convert some or all of a Base Rate Loan to a LIBOR Loan, or a LIBOR Loan to
a Base Rate Loan, except in situations described in Sections 4.14, 4.15 and
4.16 in which cases such conversion shall be mandatory.

4.9. TIME OF ACCRUAL. Interest shall accrue on all principal amounts
outstanding from the date when first outstanding to the date when no longer
outstanding. Amounts shall be deemed outstanding until payments are applied
thereto as provided herein.

4.10. COMPUTATION. Interest shall be computed for the actual days elapsed
over a year deemed to consist of 360 days for all LIBOR Loans and all Base
Rate Loans. The Base Rate and the LIBOR Rate will be determined by
Administrative Agent before the initial Advance on the Effective Date and
on each Business Day thereafter when the LIBOR Rate changes or when the

Base Rate changes, as the case may be. Interest rates that are based on the
LIBOR Rate and the Base Rate shall change simultaneously with any change in
the LIBOR Rate or Base Rate, as the case may be, and shall be effective for
the entire day on which such change becomes effective.

4.11. RATE AFTER MATURITY AND RATE AFTER AN EVENT OF DEFAULT. Borrower
shall pay interest on the Aggregate Loans after their Maturity, and if the
Required Lenders so determine in their absolute discretion, on the
Aggregate Loans and on the other Loan Obligations, after the occurrence of
an Event of Default, at a rate per annum of 3.0% plus the then applicable
rate(s) on each Loan (the "Default Rate").

4.12. TAXES.

4.12.1. Any and all payments by the Borrower to or for the account of
any Lender or the Administrative Agent hereunder or under any other
Loan Document shall be made free and clear of and without deduction
for any and all present or future Taxes, excluding, in the case of
each Lender and the Administrative Agent, Taxes imposed on its income,
and franchise Taxes imposed on it, by the jurisdiction (or any
political subdivision thereof) under the laws of which such Lender (or
its Applicable Lending Office) or the Administrative Agent (as the
case may be) is organized or any political subdivision thereof. If the
Borrower shall be required by Law to deduct any Taxes from or in
respect of any sum payable under this Agreement or any other Loan
Document to any Lender or the Administrative Agent, (i) the sum
payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional
sums payable under this Section) such Lender or the Administrative
Agent receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such
deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with
applicable Law, and (iv) the Borrower shall furnish to the
Administrative Agent, at its address referred to herein, the original
or a certified copy of a receipt evidencing payment thereof.

4.12.2. In addition, the Borrower agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property
taxes or charges or similar levies which arise from any payment made
under this Agreement or any other Loan Document or from the execution
or delivery of, or otherwise with respect to, this Agreement or any
other Loan Document (hereinafter referred to as "Impositions"), except
income and franchise Taxes imposed by any jurisdiction referred to in
Section 4.12.1.

4.12.3. The Borrower agrees to indemnify each Lender and the
Administrative Agent for the full amount of Taxes and Impositions
(including, without limitation, any Taxes or Impositions imposed or
asserted by any jurisdiction on amounts payable under this Section)
that are required to be paid by the Borrower hereunder but are paid by
such Lender or the Administrative Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising
therefrom or with respect thereto; provided, however, that neither
Administrative Agent nor any Lender shall have any obligation to pay
any such Taxes, Impositions or other liability.

4.12.4. Each Lender organized under the laws of a jurisdiction outside
the United States, on or prior to the date of its execution and
delivery of this Agreement in the case of each Lender listed on the
signature pages hereof and on or prior to the date on which it becomes
a Lender in the case of each other Lender, and from time to time
thereafter if requested in writing by the Borrower or the
Administrative Agent (but only so long as such Lender remains lawfully

able to do so), shall provide the Borrower and the Administrative
Agent with (i) Internal Revenue Service Form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue
Service, certifying that such Lender is entitled to benefits under an
income tax treaty to which the United States is a party which reduces
the rate of withholding Tax on payments of interest or certifying that
the income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United
States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate,
or any successor form prescribed by the Internal Revenue Service, and
(iii) any other form or certificate required by any Governmental
Authority (including any certificate required by Sections 871(h) and
881(c) of the Code), certifying that such Lender is entitled to an
exemption from or a reduced rate of Tax on payments pursuant to this
Agreement or any of the other Loan Documents.

4.12.5. For any period with respect to which a Lender has failed to
provide the Borrower and the Administrative Agent with the appropriate
form pursuant to Section 4.12.4 (unless such failure is due to a
change in treaty, law, or regulation occurring subsequent to the date
on which a form originally was required to be provided), such Lender
shall not be entitled to indemnification under this Section 4.12 with
respect to Taxes imposed by or within the United States; provided,
however, that should a Lender, which is otherwise exempt from or
subject to a reduced rate of withholding Tax, become subject to Taxes
because of its failure to deliver a form required hereunder, the
Borrower shall take such steps as such Lender shall reasonably request
to assist such Lender to recover such Taxes.

4.12.6. If the Borrower is required to pay additional amounts to or
for the account of any Lender or Administrative Agent pursuant to this
Section, then such Lender or the Administrative Agent will agree to
use reasonable efforts to change the jurisdiction of its Applicable
Lending Office so as to eliminate or reduce any such additional
payment which may thereafter accrue if such change, in the judgment of
such Lender or the Administrative Agent, as the case may be, is not
otherwise disadvantageous to such Lender or the Administrative Agent,
as the case may be. Each Lender agrees, with respect to the provisions
of this Section 4.12, to treat Borrower in a manner substantially
similar to that of its other similarly situated customers.

4.12.7. Within thirty (30) days after the date of any payment of Taxes
described in this Section 4.12, the Borrower shall furnish to the
Administrative Agent the original or a certified copy of a receipt
evidencing such payment.

4.12.8. Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section shall survive the termination of the
Commitments and the indefeasible payment in full of the Loan
Obligations.

4.13. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS; CAPITAL
ADEQUACY.

4.13.1. If, after the date hereof, the adoption of any applicable Law
or any change in any applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority
charged with the interpretation or administration thereof, or
compliance by any Lender (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any
such Governmental Authority, central bank, or comparable agency:

4.13.2. shall subject such Lender (or its Applicable Lending Office)
to any Tax with respect to any LIBOR Loans or its obligation to make
LIBOR Loans, or change the basis of taxation of any amounts payable to
such Lender (or its Applicable Lending Office) under this Agreement in
respect of any LIBOR Loans (other than Taxes imposed on the net income
of such Lender by the jurisdiction in which such Lender has its
principal office or such Applicable Lending Office);

4.13.3. shall impose, modify, or deem applicable any reserve, special
deposit, assessment, or similar requirement (other than the reserve
requirement utilized in the determination of the LIBOR Rate) relating
to any extensions of credit or other assets of, or any deposits with
or other liabilities or commitments of, such Lender (or its Applicable
Lending Office), including the Commitment of such Lender hereunder; or

4.13.4. shall impose on such Lender (or its Applicable Lending Office)
or on the United States market for certificates of deposit, treasury
bills or the London interbank market any other condition affecting
this Agreement, its Commitments or its Note or any of such extensions
of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, converting into, continuing, or
maintaining any Loan or to reduce any sum received or receivable by such Lender
(or its Applicable Lending Office) under this Agreement or its Notes with
respect to any Loan, then the Borrower shall pay to such Lender on demand such
amount or amounts as will reasonably compensate such Lender for such increased
cost or reduction. If any Lender requests compensation by the Borrower under
this Section the Borrower may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender to make or continue
Loans of the type with respect to which such compensation is requested, or to
convert Loans of any other type into Loans of such type, until the event or
condition giving rise to such request ceases to be in effect (in which case the
provisions of Section 4.14 shall be applicable); provided that such suspension
--------
shall not affect the right of such Lender to receive the compensation so
requested.

4.13.5. If, after the date hereof, any Lender shall have reasonably
determined that the adoption of any applicable Law regarding capital
adequacy or any change therein or in the interpretation or
administration thereof by any governmental authority, central bank, or
comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such governmental
authority, central bank, or comparable agency, has or would have the
effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of such
Lender's obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change,
request, or directive (taking into consideration its policies with
respect to capital adequacy), then from time to time upon demand the
Borrower shall pay to such Lender such additional amount or amounts as
will reasonably compensate such Lender for such reduction.

4.13.6. Each Lender shall promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Lender to compensation
pursuant to this Section and will designate a different Applicable
Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the judgment of such
Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation under this Section shall furnish to the Borrower and the
Administrative Agent a statement setting forth the additional amount

or amounts to be paid to it hereunder which shall be conclusive in the
absence of manifest error. In determining such amount, such Lender may
use any reasonable averaging and attribution methods. Each Lender
agrees, with respect to the provisions of this Section, to treat
Borrower in a manner substantially similar to that of its other
similarly situated customers.

4.14. LIMITATION ON TYPES OF LOANS. If on or prior to the making of any
LIBOR Loan:

the Administrative Agent reasonably determines that by reason of
circumstances affecting the relevant market, adequate and reasonable means
do not exist for ascertaining the LIBOR Rate; or

4.14.1. the Required Lenders reasonably determine and notify the
Administrative Agent that the LIBOR Rate will not adequately and
fairly reflect the cost to the Lenders of funding LIBOR Loans;

then the Administrative Agent shall give the Borrower prompt notice
thereof, and so long as such condition remains in effect, the Lenders
shall be under no obligation to make additional LIBOR Loans, or
continue LIBOR Loans and all LIBOR Loans shall immediately convert to
Base Rate Loans in accordance with the terms of this Agreement.

4.15. ILLEGALITY. Notwithstanding any other provision of this Agreement, in
the event that it becomes unlawful for any Lender or its Applicable Lending
Office to make, maintain, or fund LIBOR Loans hereunder, then such Lender
shall promptly notify the Borrower thereof and such Lender's obligation to
make or continue LIBOR Loans or convert Base Rate Loans into LIBOR Loans
shall be suspended until such time as such Lender may again make, maintain,
and fund LIBOR Loans (in which case the provisions of Section 4.14 shall be
applicable).

4.16. TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to make
a LIBOR Loan or to convert any Base Rate Loan into an LIBOR Loan shall be
suspended pursuant to Sections 4.14 or 4.15 hereof (such Loans being herein
called "Affected Loans"), such Lender's Affected Loans shall be
automatically and immediately be converted into Base Rate Loans and, unless
and until such Lender gives notice as provided below that the circumstances
specified in Sections 4.14 or 4.15 or hereof that gave rise to such
conversion no longer exist:

(a) to the extent that such Lender's Affected Loans have been so
converted, all payments and prepayments of principal that would otherwise
be applied to such Lender's Affected Loans shall continue to be made and
applied as provided for herein; and

(b) all Loans that would otherwise be made or continued by such Lender
as LIBOR Loans shall be made or continued instead as Base Rate Loans, and
all Loans of such Lender that would otherwise be converted into LIBOR Loans
shall be converted instead into (or shall remain as) Base Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Sections 4.14 or 4.15 hereof that
gave rise to the conversion of such Lender's Affected Loans pursuant to this
Section no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Loans of the type of the Affected
Loans made by other Lenders are outstanding, such Lender's Base Rate Loans shall
be automatically converted, so that, after giving effect thereto, all Loans held
by the Lenders holding Loans of the type of the Affected Loans and by such
Lender are held pro rata in accordance with their respective Commitments.

4.17. USURY. Notwithstanding any provisions to the contrary in Section 4 or
elsewhere in any of the Loan Documents, Borrower shall not be obligated to
pay interest at a rate which exceeds the maximum rate permitted by Law. If,
but for this Section 4.17, Borrower would be deemed obligated to pay
interest at a rate which exceeds the maximum rate permitted by Law, or if
any of the Loan Obligations is paid or becomes payable before its
originally scheduled Maturity and as a result Borrower has paid or would be
obligated to pay interest at such an excessive rate, then (i) Borrower
shall not be obligated to pay interest to the extent it exceeds the
interest that would be payable at the maximum rate permitted by Law; (ii)
if the outstanding Loan Obligations have not been accelerated as provided
in Section 16.3.2, any such excess interest that has been paid by Borrower
shall be refunded; (iii) if the outstanding Loan Obligations have been
accelerated as provided in Section 16.3.2, any such excess that has been
paid by Borrower shall be applied to the Loan Obligations as provided in
Section 16.4; and (iv) the effective rate of interest shall be deemed
automatically reduced to the maximum rate permitted by Law.

5. FEES.

5.1. CLOSING FEE. On the Effective Date, Borrower shall pay to
Administrative Agent for the account of Lenders the fee as previously
agreed to by Borrower and Administrative Agent, and Administrative Agent
shall pay to each Lender, based on each Lender's Aggregate Commitment, a
non-refundable Closing Fee, which shall be deemed fully earned on the
Effective Date and which shall be paid as follows in amount equal to 45% of
the following: (i) .25% on the amount of a Lender's Aggregate Commitment if
such Aggregate Commitment is less than $25,000,000, (ii) .35% on the amount
of a Lender's Aggregate Commitment if such Aggregate Commitment is equal to
or greater than $25,000,000 but less than $50,000,000, and (iii) .50% on
the amount of a Lender's Aggregate Commitment if such Aggregate Commitment
is equal to or greater than $50,000,000. The Closing Fee is not refundable
under any circumstance, including, without limitation, if the conditions to
funding are never met to the satisfaction of the Required Lenders.

5.2. QUARTERLY FEE. On the first day of each calendar quarter following the
Effective Date, Borrower shall pay to Administrative Agent for the account
of Lenders the quarterly fee as previously agreed to by Borrower and
Administrative Agent, and Administrative Agent shall pay to each Lender,
based on each Lender's Aggregate Commitment, a non-refundable Quarterly
Fee, which shall be deemed fully earned on the date paid, and which shall
be paid as follows: in amount equal to 55% of the following, payable in
eight equal installments, beginning with October 1, 2001: (i) .25% on the
amount of a Lender's Aggregate Commitment if such Aggregate Commitment is
less than $25,000,000, (ii) .35% on the amount of a Lender's Aggregate
Commitment if such Aggregate Commitment is equal to or greater than
$25,000,000 but less than $50,000,000, and (iii) .50% on the amount of a
Lender's Aggregate Commitment if such Aggregate Commitment is equal to or
greater than $50,000,000. Each Quarterly Fee, once due, is not refundable
under any circumstance.

5.3. UNUSED FEE. Borrower shall pay to Administrative Agent for the account
of Lenders, based on each Lender's pro-rata share, a non-refundable,
recurring Unused Fee calculated by applying an annual rate of 0.250% to the
Unused Revolving Loan Commitment and the Unused Term Loan Commitment as of
the last day of each fiscal month of Borrower. The "Unused Revolving Loan
Commitment" for each fiscal month shall be the difference between (i) the
lesser of the Borrowing Base and the Aggregate Revolving Loan Commitment as
of the last day of such fiscal month and (ii) the sum of the (A) the
Aggregate Revolving Loan and (B) the Swingline Loan as of the last day of
such fiscal month. The "Unused Term Loan Commitment" for each fiscal month
shall be the difference between (i) the amount of the Aggregate Term Loan
Commitment as of the last day of such fiscal month, and (ii) the Xxxxxxxxx

Xxxx Loan as of the last day of such fiscal month. The Unused Fee shall be
payable monthly in arrears on the 25th day of each month for the prior
fiscal month, and on the Revolving Loan Maturity Date or the Term Loan
Maturity Date, whichever is later.

5.4. CALCULATION OF FEES. All of the foregoing fees and all other fees
payable to Administrative Agent or any Lender that are based on an annual
percentage shall be calculated on the basis of a year deemed to consist of
360 days and for the actual number of days elapsed.

6. PAYMENTS.

6.1. SCHEDULED PAYMENTS ON LOANS; APPLICATIONS TO LOANS.

6.1.1. INTEREST. Borrower shall pay interest accrued on each Aggregate
Revolving Loan and on the Swingline Loan monthly in arrears
beginning on the first day of the first calendar month beginning
after the Effective Date and continuing on the first day of each
calendar month thereafter, and on the Revolving Loan Maturity
Date. Borrower shall pay interest accrued on each Revolving Loan
and the Swingline Loan after the Revolving Loan Maturity Date on
demand. Borrower shall pay interest accrued on each Loan included
in the Aggregate Term Loan monthly in arrears, beginning on the
first day of the first calendar month beginning after the
Effective Date, and continuing on the first day of each calendar
month thereafter, and on the Term Loan Maturity Date. Borrower
shall pay interest accrued on the Aggregate Term Loan after the
Term Loan Maturity Date on demand.

6.1.1.2. Borrower shall pay to Administrative Agent for its own
account and the account of DFS, all interest, fees and charges
accrued on the Aggregate Floorplan Loan and the Interim Floorplan
Loan in accordance with the Statements of Transaction. Subject to
the terms of Sections 4.2 and 4.4 and elsewhere in this
Agreement, interest on the Floorplan Loans to the Lenders, other
than DFS, shall be distributed by Administrative Agent monthly in
arrears (with the right of set off in favor of Administrative
Agent and DFS as set forth in Section 4.4) beginning on the first
day of the first calendar month beginning after the Effective
Date and continuing on the first day of each calendar month
thereafter, on the Floorplan Loan Maturity Date, and, subject to
the terms of this Agreement, monthly thereafter for Approvals in
effect and not funded on the Floorplan Loan Maturity Date.

6.1.2. PRINCIPAL.

6.1.2.1. Borrower shall, and shall cause each other Covered
Person to, direct all Account Debtors to remit payments on their
Accounts to one or another lockboxes maintained at financial
institutions acceptable to Administrative Agent, each under a
lockbox agreement with such financial institutions in form and
substance satisfactory to Administrative Agent (collectively, the
"Lockboxes") with all payments received in any such Lockboxes
being deposited into an account at such financial institution
(all such accounts that may exist from time to time, are
collectively referred to as the "Blocked Accounts"). Each of the
Blocked Accounts and Lockboxes shall be blocked in favor of
Administrative Agent pursuant to one or more agreements in form
and substance satisfactory to Administrative Agent. Borrower
hereby assigns and grants to Administrative Agent for the benefit

of Lenders, a first priority Security Interest in any and all
Blocked Accounts and Lockboxes as security for payment and
performance of the Loan Obligations. All payments received in the
Lockboxes, Blocked Accounts and other proceeds of Collateral and
other funds Borrower receives directly (other than from Floorplan
Loan Advances, Interim Floorplan Loan Advances, Revolving Loan
Advances, Term Loan Advances and Swingline Advances, and other
than funds Borrower receives directly to the extent such funds do
not exceed $50,000 per calendar year in the aggregate) shall be
paid to Administrative Agent, as payment on the Advances, as
provided for herein, and deposited into Administrative Agent's
account at such financial institutions as Administrative Agent
shall direct and instruct from time to time (any such account of
Administrative Agent being the "Cash Collateral Account").

(i) Subject to Section 6.1.2.1(ii) and the last
sentence of this Section, payments shall be paid or
applied by the Administrative Agent (in each case up to
the outstanding principal amount of the applicable
Loan) (i) first, to reduce the Swingline Loan to zero,
(ii) second, to the extent of any excess, to the Lender
also acting as Administrative Agent in its capacity as
a Lender and not as Administrative Agent, to reduce any
LIBOR Loans and then Base Rate Loans included in the
Aggregate Revolving Loan or Aggregate Term Loan owing
to the Lender acting as Administrative Agent that are
not also Swingline Loans, and (iii) third, retained by
Administrative Agent in the Cash Collateral Account
(without any obligation to pay Borrower interest on
such funds) or, if there is an Existing Default,
distributed by the Administrative Agent to the other
Lenders after consultation by Administrative Agent with
the other Lenders. Notwithstanding the foregoing,
payments, whether from a Borrower or a Vendor on the
Interim Floorplan Loan and the Aggregate Floorplan Loan
owing to Administrative Agent and the Lender acting as
Administrative Agent shall be applied to the Interim
Floorplan Loan of the Administrative Agent and the
Aggregate Floorplan Loan of such Lender as it deems
appropriate in its sole discretion.

(ii) Prior to 3:00 p.m. (Local Time) on the last
Business Day of each calendar week (a "Settlement
Date"), based on funds collected pursuant to Section
6.1.2.1 as of 12:00 noon (Local Time) on the Business
Day immediately preceding such Settlement Date (under
all circumstances, including without limitation, during
the existence of an Event of Default), each Lender
shall, to the extent it does not hold its pro-rata
share of the outstanding Aggregate Floorplan Loan
(including, without limitation, any amounts for which
an Approval has been issued, whether or not funding has
occurred), Aggregate Revolving Loan and Aggregate Term
Loan, but excluding any Swingline Loan or Interim
Floorplan Loan, purchase from or sell to one or more
other Lenders, at par, which may occur by a funding

through the Administrative Agent, that portion of its
Loans as is necessary for it to thereafter hold its
pro-rata share of the outstanding Aggregate Floorplan
Loan, Aggregate Revolving Loan and Aggregate Term Loan.
In order that the foregoing settlement among the
Lenders can be effected on each Settlement Date, the
Administrative Agent shall, on or before 12:30 p.m.
(Local Time) on such Settlement Date, notify each
Lender who shall purchase or sell a Loan, or fund
through the Administrative Agent, of (i) the principal
amount of the Loan to be purchased or sold, (ii) the
name of the Lender(s) which will be purchasing from or
selling to such Lender a Loan, and (iii) if such Lender
is to purchase a Loan, the name of and wire transfer
instructions for the Lender(s) from which the Loan
shall be purchased. On or before 3:00 p.m. (Local Time)
on such Settlement Date, each such purchasing Lender
shall wire transfer immediately available funds to the
applicable selling Lender(s) the amount necessary to
effect the settlement.

6.1.2.2. Administrative Agent may, at any time, in its sole
discretion, cause the Settlement Date to occur more frequently,
including, without limitation, each Business Day of each week.
Administrative Agent shall notify each Lender that a given
Business Day shall be a Settlement Date by no later than 12:30
p.m. (Local Time) on the Business Day immediately preceding any
such date.

6.1.2.3. MATURITY. Borrower shall repay the entire amount of the
Aggregate Revolving Loan on June 25, 2004 and Borrower shall
repay the entire amount of the Swingline Loan on demand, or if no
demand is made, on June 25, 2004. Borrower shall repay the
Aggregate Term Loan as required by Section 6.3.2 and in full on
the Term Loan Maturity Date. Borrower shall repay the entire
amount of the Aggregate Floorplan Loan and the Interim Floorplan
Loan on the date as provided in Section 3.3.7 or specified
elsewhere in this Agreement or if no demand is made as set forth
in Section 3.3.7 or elsewhere in this Agreement, then on June 25,
2004 (such date being, the "Floorplan Loan Maturity Date"),
except in each case for Approvals issued on or before the
Floorplan Loan Maturity Date in which case they shall be paid in
accordance with the applicable Statements of Transaction.

6.2. SPECIAL REQUIREMENT FOR PAYMENTS ON FLOORPLAN LOANS AND INTERIM
FLOORPLAN LOANS. Borrower will immediately pay Administrative Agent the
principal indebtedness owed the Administrative Agent and the Lenders on
each item of Collateral financed by the Lenders and Administrative Agent
(as shown on the Statement of Transaction identifying such Collateral)
under the Floorplan Loan Facility or the Interim Floorplan Loan Facility on
the earliest occurrence of any of the following events: (a) when such
Collateral is lost, stolen or damaged; (b) for Collateral financed under
Pay-As-Sold ("PAS") terms (as shown on the Statement of Transaction
identifying such Collateral), when such Collateral is sold, transferred,
rented, leased, otherwise disposed of or matured; (c) in strict accordance
with any curtailment schedule for such Collateral (as shown on the
Statement of Transaction identifying such Collateral); (d) for Collateral
financed under Scheduled Payment Program ("SPP") terms (as shown on the
Statement of Transaction identifying such Collateral), in strict accordance
with the installment payment schedule; and (e) when otherwise required
under the terms of any financing program agreed to in writing by the
Borrower and Administrative Agent. Any third party discount, rebate,
subsidy, bonus or credit granted to Borrower for any Collateral will not
reduce the Loan Obligations until Administrative Agent has received payment

as provided in this Agreement. The Floorplan Shortfall, if any, will remain
in effect, until the next determination of the Floorplan Shortfall by
Administrative Agent. Borrower promises to pay all amounts owing to
Administrative Agent and the Lenders under the Floorplan Loan Facility and
the Interim Floorplan Loan Facility as set forth herein and in the
Statement of Transaction

6.3. PREPAYMENTS.

6.3.1. VOLUNTARY PREPAYMENTS. Subject to the limitations in the
following sentences, except for mandatory prepayments and funds
received by Administrative Agent as contemplated by Section 6.1,
Borrower may wholly prepay any Base Rate Loan or LIBOR Loan that is
included in the Aggregate Revolving Loan, Aggregate Term Loan, or the
Swingline Loan, or prepay any Floorplan Loan or Interim Floorplan
Loan, at any time and may make a partial prepayment thereon from time
to time, without penalty or premium if Borrower pays any amount that
is due as a consequence of the prepayment of any LIBOR Loan and as
otherwise provided for in this Agreement. All such prepayments, unless
otherwise expressly stated in writing by Borrower to Administrative
Agent prior to the making of such prepayment, will be deemed made on
the Swingline Loan until it is reduced to zero, thereafter to the
Interim Floorplan Loan until it is reduced to zero, thereafter to the
Aggregate Term Loan until it is reduced to zero, thereafter to the
Aggregate Floorplan Loan until it is reduced to zero, and thereafter
to the Aggregate Revolving Loan until it is reduced to zero (with, in
each case, the payment of any and all penalties and premiums due
hereunder in connection therewith), and will be applied by Lenders to
reduce the Term Loans, Floorplan Loans, and the Revolving Loans, as
appropriate, in accordance with their respective pro-rata shares.

6.3.2. MANDATORY PREPAYMENTS. If at any time the Aggregate Revolving
Loan exceeds the Maximum Available Amount (which can be a negative
number), whether as a result of optional Swingline Advance made by
Administrative Agent as contemplated by Section 3.4.2, or otherwise,
Borrower shall on demand make a payment in the amount of the
difference to Administrative Agent for the account of Administrative
Agent on the Swingline Loan and Lenders on the Aggregate Revolving
Loan. Each such prepayment will be applied by Administrative Agent and
Lenders first to reduce the Swingline Loan until it is reduced to
zero, then to reduce the LIBOR Loans (which Borrower acknowledges may
result in the payment of fees and costs) that are included in the
Aggregate Revolving Loan (and consequently a ratable portion of each
Lender's Revolving Loan) and then to reduce the Base Rate Loans that
are included in the Aggregate Revolving Loan (and consequently a
ratable portion of each Lender's Revolving Loan). In addition, on any
date that the Aggregate Term Loan Commitment is less than the
outstanding principal amount of the Aggregate Term Loan (such amount
being the "Term Loan Difference"), then the Borrower shall, on such
date, pay the Term Loan Difference to the Administrative Agent for the
pro-rata benefit of the Lenders and failure to pay the Term Loan
Difference on such date shall be an immediate Event of Default. In
addition, on any date that Interim Floorplan Loan plus the Aggregate
Floorplan Loan exceeds the Aggregate Floorplan Loan Facility, then the
Borrower shall, on such date, pay the such excess to the
Administrative Agent for the pro-rata benefit of the Lenders and
failure to pay such excess on such date shall be an immediate Event of
Default. Additional payments on the Term Loan may be made as set forth
in Section 6.1.2.1(i).

6.3.3. OTHER MANDATORY PREPAYMENTS.

6.3.3.1. PROCEEDS FROM SALES OF ASSETS. If any Covered Person
sells any of its assets in a single transaction or related series
of transactions that are not in the ordinary course of business,
Borrower shall make a payment to Administrative Agent for the
benefit of the Lenders in the amount of the gross proceeds
therefrom less reasonable selling expenses and the increment in
federal, state and local income Taxes, if any, and applicable
transfer Taxes, if any, payable as a consequence of such sale.
Borrower need not make such prepayment, however, unless the net
proceeds from such sale or sales exceed $1,000,000 in the
aggregate in any calendar year, in the aggregate for all Covered
Persons.

6.3.3.2. PROCEEDS FROM SALE OF SECURITIES OR INDEBTEDNESS. If
after the Execution Date Borrower issues any equity (except
equity issued in connection with a Permitted Acquisition or in
connection with stock splits or dividends payable in stock) or
debt securities, or warrants or options therefor, or otherwise
incurs any Indebtedness other than Permitted Indebtedness,
Borrower shall promptly after such sale make a payment to
Administrative Agent for the benefit of the Lenders, based on
each Lender's pro-rata share, to be applied to the Loan
Obligations, in an aggregate amount equal to the gross proceeds
therefrom less reasonable brokers' and underwriters' fees and
commissions and other reasonable issuing expenses.

6.3.3.3. INSURANCE PROCEEDS. All Insurance Proceeds shall be
deposited in the Cash Collateral Account and shall be applied by
Administrative Agent to the Loan Obligations. Administrative
Agent is hereby authorized to participate in any proceeding for
the condemnation or other taking of any of Borrower's property
and Borrower from time to time will deliver to Administrative
Agent all instruments reasonably requested by Administrative
Agent to permit such participation.

Every prepayment under this Section that is required to be applied to reduce
the Aggregate Term Loan shall be distributed by Administrative Agent to Lenders
in accordance with their pro-rata shares of the Aggregate Term Loan Commitment
and applied by Lenders to reduce their Term Loans in accordance with their
respective pro-rata shares of the Aggregate Term Loan Commitment. If
application to the Term Loans of any prepayment required under this Section
reduces the Term Loans (and consequently the Aggregate Term Loan) to zero, then
the remaining amount of such prepayment shall be applied by Lenders to reduce
the Revolving Loans to zero (and consequently the Aggregate Revolving Loan), and
the remaining amount of such prepayment shall be applied by Lenders to reduce
the Floorplan Loans to zero (and consequently the Aggregate Floorplan Loan).

6.4. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.

6.4.1. PAYMENT REQUIREMENT. Except as provided in Section 6.1.2.1 with
respect to payments from collected funds in the Cash Collateral
Account and unless expressly provided to the contrary elsewhere
herein, Borrower shall make each payment on the Loan Obligations to
Administrative Agent for the account of Lenders (based on each
Lender's pro-rata share) as required under the Loan Documents at the
Applicable Lending Office of the Administrative Agent on the date when
due, without deduction, set-off or counterclaim (provided, however,
the making of such payment shall not constitute a waiver by Borrower
of counterclaims arising from the willful misconduct or gross
negligence of Administrative Agent or the Lenders). All such payments

will be distributed by Administrative Agent to Lenders as provided in
Section 17.10 for application to the Loan Obligations as provided
herein.

6.4.2. APPLICATION OF PAYMENTS AND PROCEEDS. All immediately available
funds collected pursuant to Section 6.1.2.1 at or before 12:00 noon
(Local Time) on a Business Day excluding a Settlement Date, will be
distributed by Administrative Agent as provided in Section 6.1.2.1(i).
Such funds received on a day that is not a Business Day, or if on a
Business Day, after 12:00 noon (Local Time), will be deemed received
on the immediately following Business Day, and distributed by
Administrative Agent on a Settlement Date as provided in Section
17.10. The amount so distributed to a Lender will be applied by such
Lender to the relevant Loan Obligation on the Business Day when
received. Borrower will also pay to Administrative Agent, for its own
account, such fees as Administrative Agent generally charges its
customers for each check returned unpaid for insufficient funds (an
"NSF check") (such payment repays Administrative Agent's estimated
administrative costs; it does not waive any Default or Event of
Default caused by the NSF check).

6.4.3. INTEREST CALCULATION. Interest shall begin accruing, and be
owing and payable on an Advance on the day such Advance is made by a
Lender to the Administrative Agent (provided, however, that interest
on the Aggregate Floorplan Loan and Interim Floorplan Loan shall begin
accruing on the date of the applicable invoice, as provided in the
applicable Statement of Transaction). Section 6.4.2 notwithstanding,
for purposes of interest calculation only, (i) a payment by check,
draft or other instrument received at or before 12:00 noon (Local
Time) on a Business Day shall be deemed to have been applied to the
relevant Loan Obligation on the second following Business Day, (ii) a
payment by check, draft or other instrument received on a day that is
not a Business Day or after 12:00 noon (Local Time) on a Business Day
shall be deemed to have been applied to the relevant Loan Obligation
on the third following Business Day, (iii) a payment by ACH (Automatic
Clearing House) received at or before 12:00 noon (Local Time) on a
Business Day shall be deemed to have been applied to the relevant Loan
Obligation on the next following Business Day, (iv) a payment by ACH
received on a day that is not a Business Day or after 12:00 noon
(Local Time) on a Business Day shall be deemed to have been applied to
the relevant Loan Obligation on the second following Business Day, (v)
a payment in cash or by wire transfer received at or before 12:00 noon
(Local Time) on a Business Day shall be deemed to have been applied to
the relevant Loan Obligation on the Business Day when it is received,
and (vi) a payment in cash or by wire transfer received on a day that
is not a Business Day or after 12:00 noon (Local Time) on a Business
Day shall be deemed to have been applied to the relevant Loan
Obligation on the next Business Day.

6.5. RETURNED INSTRUMENTS. If a payment is made by check, draft or other
instrument and the check, draft or other instrument is returned unpaid, any
application of the payment to the Loan Obligations will be reversed and
will be treated as never having been made.

6.6. COMPELLED RETURN OF PAYMENTS OR PROCEEDS. If the Administrative Agent
or any Lender is for any reason compelled to surrender any payment or any
proceeds of the Collateral because such payment or the application of such
proceeds is for any reason invalidated, declared fraudulent, set aside, or
determined to be void or voidable as a preference, an impermissible
set-off, or a diversion of trust funds, then this Agreement and the Loan
Obligations to which such payment or proceeds was applied or intended to be
applied shall be revived as if such application was never made; and
Borrower shall be liable to pay to Administrative Agent or such Lender, and

shall indemnify Administrative Agent and/or such Lender for and hold
Administrative Agent and/or such Lender harmless from any loss with respect
to, the amount of such payment or proceeds surrendered. This Section shall
be effective notwithstanding any contrary action that Administrative Agent
and/or such Lender may take in reliance upon its receipt of any such
payment or proceeds. Any such contrary action so taken by Administrative
Agent and/or such Lender shall be without prejudice to Administrative Agent
and/or such Lender's rights under this Agreement and shall be deemed to
have been conditioned upon the application of such payment or proceeds
having become final and indefeasible. The provisions of this Section shall
survive termination of the Commitments and the indefeasible payment and
satisfaction of all of the Loan Obligations.

6.7. DUE DATES NOT ON BUSINESS DAYS. If any payment required hereunder
becomes due on a date that is not a Business Day, then such due date shall
be deemed automatically extended to the next Business Day.

7. PROCEDURE FOR OBTAINING ADVANCES.

7.1. INITIAL ADVANCES. Provided that all conditions thereto hereunder are
satisfied and subject to the limitations contained herein, Lenders will
fund and Administrative Agent will make the initial Revolving Loan Advance
and the initial Term Loan Advance, if any, on the Effective Date as
directed by Borrower in a written direction delivered to Administrative
Agent. The manner of disbursement shall be subject to Administrative
Agent's approval. Administrative Agent will fund the initial Interim
Floorplan Loan in accordance with its policies and procedures.

7.2. SUBSEQUENT REVOLVING LOAN ADVANCES. Borrower may request subsequent
Revolving Loan Advances at any time, but not more often than once each
Business Day, by submitting a request therefor to Administrative Agent as
provided in Section 7.10. All requests for a Revolving Loan Advance must be
submitted by Borrowing Agent. Administrative Agent may treat every request
for a Revolving Loan Advance as a request for a Swingline Advance to the
extent the requested amount does not exceed the Maximum Swingline Amount
and as a request for a Revolving Loan Advance in the amount of the excess.
Every request for an Revolving Loan Advance shall be irrevocable. A request
for a Revolving Loan Advance received by Administrative Agent on a day that
is not a Business Day or that is received by Administrative Agent after
11:00 a.m. (Local Time) on a Business Day shall be treated as having been
received by Administrative Agent at 11:00 a.m. (Local Time) on the next
Business Day.

7.3. SUBSEQUENT TERM LOAN ADVANCES. Borrower may also request a subsequent
Term Loan Advance by submitting a request therefor to Administrative Agent
as provided in Section 7.10. All requests for a Term Loan Advance must be
submitted by Borrowing Agent. Every request for a Term Loan Advance shall
be irrevocable. A request for a Term Loan Advance received by
Administrative Agent on a day that is not a Business Day or that is
received by Administrative Agent after 11:00 a.m. (Local Time) on a
Business Day shall be treated as having been received by Administrative
Agent prior to 11:00 a.m. (Local Time) on the next Business Day.

7.4. SUBSEQUENT FLOORPLAN LOAN ADVANCES. Administrative Agent may treat
every request for a Floorplan Loan Advance as a request for an Interim
Floorplan Loan Advance to the extent the requested amount does not exceed
the Floorplan Loan Facility (when added to the Aggregate Floorplan Loan and
the Interim Floorplan Loan and all unfunded Approvals) and as a request for
a Floorplan Loan Advance in the amount of the excess.

7.4.1. REPAYMENT OF THE SWINGLINE LOAN AND THE INTERIM FLOORPLAN LOAN.

7.4.1.1. Administrative Agent may in its absolute discretion on
any Business Day give notice to Lenders of the amount of the
Swingline Loan and/or Interim Floorplan Loan after application of
all payments to be applied thereto as provided elsewhere herein.
Such notice shall be given no later than 1:00 p.m. (Local Time)
and may include a demand that the Swingline Loan and/or the
Interim Floorplan Loan be fully paid. If Administrative Agent
demands that the Swingline Loan and/or the Interim Floorplan Loan
be fully paid, then prior to 3:00 p.m. (Local Time) on such date,
Lenders shall remit funds to Administrative Agent sufficient to
reduce the Swingline Loan and/or the Interim Floorplan Loan to
zero. The aggregate of such remittances shall be treated as a
Revolving Loan Advance and the Aggregate Revolving Loan increased
accordingly (in the case of payments on the Swingline Loan) and
as a Floorplan Loan Advance and the Aggregate Floorplan Loan
increased accordingly (in the case of payments on the Interim
Floorplan Loan).

7.4.1.2. If for any reason, including the commencement of a
proceeding in bankruptcy with respect to any Borrower,
remittances by Lenders as provided above cannot be made on the
date otherwise required above, then each Lender shall be deemed
automatically to have purchased from Administrative Agent as of
such date an undivided interest and participation in the
Swingline Loan and the Interim Floorplan Loan equal to such
Lender's pro-rata share, so as to cause such Lender to share in
the Swingline Loan and the Interim Floorplan Loan in accordance
with its pro-rata share. Each Lender shall remit its pro-rata
share of the Swingline Loan and the Interim Floorplan Loan to
Administrative Agent promptly on demand. All interest payable
with respect to such Lender's pro-rata share of the Swingline
Loan and the Interim Floorplan Loan shall be for the account of
Administrative Agent to the date such remittance is made, and
shall be for the account of and remitted by Administrative Agent
to such Lender (except in the case of the Floorplan Loan, at the
rate designated in Section 4.3 with respect to DFS and the other
Lenders) as a participant from such date. Further, until such
remittance is made, such Lender shall pay to Administrative
Agent, on demand, interest on such Lender's pro-rata share of the
Swingline Loan and the Floorplan Loan at the Federal Funds Rate,
and such Lender shall be subject to the restrictions contained in
Section 7.6.

7.4.2. ADMINISTRATIVE AGENT'S RIGHT TO MAKE OTHER CERTAIN ADVANCES.

7.4.2.1. PAYMENT OF LOAN OBLIGATIONS. Administrative Agent shall
have the right to make Revolving Loan Advances or Term Loan
Advances at any time and from time to time to cause timely
payment of any of the Loan Obligations, including without
limitation, to pay interest on the Swingline Loan, the Interim
Floorplan Loan, the Aggregate Floorplan Loan, the Aggregate Term
Loan, and the Aggregate Revolving Loan, and to pay the Unused Fee
and any other fees owing to the Lenders or the Administrative
Agent; provided, however, with respect to third party fees, if
there is no Existing Default, Administrative Agent shall use its
reasonable efforts to give prior notice to the Borrower of the
payment of any such fees from an Advance (but shall have no
liability for its failure to notify Borrower, and any such
failure shall not give rise to a claim or cause of action by
Borrower against Administrative Agent or any Lender). If there is
no Existing Default, Administrative Agent shall use reasonable

efforts to notify Borrower (but shall have no liability for its
failure to notify Borrower and such failure shall not give rise
to a claim or cause of action by Borrower against Administrative
Agent or any Lender) on the day it makes an to pay any interest
owing hereunder or the Unused Fee. Administrative Agent may
select the Advance Date for any such Advance, but such Advance
Date may only be a Business Day. Administrative Agent will give
notice to Borrower after any such Advance is made.

7.4.2.2. PAYMENTS TO OTHER CREDITORS. If Administrative Agent
becomes obligated to reimburse or pay to any creditor of Borrower
any amount in order to (i) obtain a release of such creditor's
Security Interest in any of the Collateral, other than Permitted
Security Interests, or (ii) otherwise satisfy an Obligation of
Borrower to such creditor to the extent not indefeasibly
satisfied by the initial Advances, then Administrative Agent
shall have the right (but shall have no obligation) to make
Advances for that purpose. Administrative Agent may select the
Advance Date for any such Advance, but such Advance Date may only
be a Business Day. Administrative Agent will give notice to
Borrower after any such Advance is made.

7.5. FUNDINGS.

7.5.1. ADVANCES. Not later than 1:00 p.m. (Local Time) on each Advance
Date for a Floorplan Loan Advance, Revolving Loan Advance or Term Loan
Advance, Administrative Agent shall promptly notify each Lender of the
amount of the Floorplan Loan Advance, the Revolving Loan Advance or
Term Loan Advance to be made on that Advance Date. Each Lender shall
make immediately available to Administrative Agent by 3:00 p.m. (Local
Time) on the Advance Date funds consisting solely of Dollars in the
amount of its pro-rata share of such Floorplan Loan Advance, Revolving
Loan Advance or Term Loan Advance, rounded to the nearest xxxxx, in
accordance with such remittance instructions as may be given by
Administrative Agent to Lenders from time to time.

7.5.2. ALL FUNDINGS RATABLE. All fundings of Advances (other than
Swingline Advances and Interim Floorplan Loan Advances) shall be made
by Lenders as provided herein in accordance with their pro-rata shares
of the respective Aggregate Commitments, as applicable. Except as
otherwise expressly provided herein, a Lender shall not be obligated
to fund Revolving Loan Advances that would result in such Lender's
Revolving Loan exceeding its Revolving Loan Commitment, fund Term Loan
Advances that would result in its Term Loan exceeding its Term Loan
Commitment, fund Floorplan Loan Advances that would result in its
Floorplan Loan exceeding its Floorplan Loan Facility, or make
available any more than its pro-rata share of any Advance.

7.6. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTION.

7.6.1. Unless Administrative Agent has been given written notice by a
Lender prior to an Advance Date that such Lender does not intend to
make immediately available to Administrative Agent such Lender's
pro-rata share of the Advance which Administrative Agent may be
obligated to make on the Advance Date, including, without limitation,
any Advance that may be made based on the issuance of an Approval
Administrative Agent may assume that such Lender has made the required
amount available to Administrative Agent on the Advance Date and
Administrative Agent may, in reliance upon such assumption, make

available to Borrower a corresponding amount. Failure of any Lender to
pay its pro-rata share of the Swingline Loan, any Floorplan Loan
(whether based on the issuance of an Approval or otherwise), the
Interim Floorplan Loan (whether based on the issuance of an Approval
or otherwise), any Term Loan, or any Revolving Loan or any other
amount owing hereunder by a Lender upon demand shall make such Lender
a "Defaulting Lender". If such corresponding amount is not in fact
made immediately available to Administrative Agent by such Defaulting
Lender on the Advance Date, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Defaulting
Lender. If such Defaulting Lender does not pay such corresponding
amount immediately upon Administrative Agent's demand therefor, then
Administrative Agent shall promptly notify Borrower and the other
Lenders and Borrower shall pay such corresponding amount to
Administrative Agent within one (1) Business Day. Administrative Agent
shall also be entitled to recover, either from such Defaulting Lender
or Borrower, interest on such corresponding amount for each day from
the date such corresponding amount was made available by
Administrative Agent to Borrower to the date such corresponding amount
is recovered by Administrative Agent, at a rate per annum equal to (i)
if paid by such Lender, the cost to Administrative Agent of funding
such amount at the Federal Funds Rate, or (ii) if paid by Borrower,
the applicable rate for the Advance in question determined from the
request therefor. Each Lender shall be obligated only to fund its
pro-rata share of an Advance subject to the terms and conditions
hereof, regardless of the failure of another Lender to fund its
pro-rata share thereof.

7.6.2. Each remittance or payment or Advance required to be made by a
Lender shall be made in accordance with its pro-rata share and shall
be made notwithstanding that (i) the amount of the aggregate of such
remittances by Lenders may not be in the minimum amount for Revolving
Loan Advances, Term Loan Advances, or Floorplan Loan Advances or
otherwise required hereunder, (ii) any conditions to Advances in
Section 10 may not be then satisfied, (iii) there is an Existing
Default, (iv) the aggregate amount of such remittances by Lenders
would result in the Aggregate Revolving Loan exceeding the Maximum
Available Amount or the aggregate amount of such remittances by
Lenders would result in the Aggregate Floorplan Loan plus the Interim
Floorplan Loan exceeding the value of the Collateral advanced against
thereunder or the Aggregate Floorplan Loan Facility or the Aggregate
Term Loan exceeding the Term Loan Commitment, or (v) such remittances
by Lenders may be made after the Revolving Loan Maturity Date or the
Floorplan Loan Maturity Date or the Term Loan Maturity Date, as the
case may be; provided, however, that in no event shall any Lender be
required to make any such remittance that would result in the
Revolving Loan of such Lender exceeding such Lender's Revolving Loan
Commitment or the Floorplan Loan of such Lender exceeding such
Lender's Floorplan Loan Facility or the Term Loan of such Lender
exceed such Lender's Term Loan Commitment.

7.6.3. In addition, with respect to any Defaulting Lender, until a
payment or Advance is paid to Administrative Agent (with interest at
described above), (i) such Defaulting Lender shall permit the
Administrative Agent the unconditional and irrevocable right of setoff
against any amounts (including, without limitation, payments of
principal, interest, and fees, as well as indemnity payments) received
by Administrative Agent hereunder for the benefit of any such
Defaulting Lender, and (ii) if such failure to pay shall continue for
a period of three Business Days, result in any such Defaulting Lender
forfeiting any right to vote on any matter that the Required Lenders
or all Lenders are permitted to vote for hereunder (and the

calculation of Required Lenders shall exclude such Defaulting Lender's
interest in the Lenders' Exposure); provided, however, once such a
failure is cured, then such Lender shall, subsequent thereto, have all
rights hereunder; provided, further, however, if any Lender shall fail
to make such a payment within the three Business Day period specified
in clause (ii) above (other than by reason of events beyond the
reasonable control of such Lender) three or more times during the term
hereof, such Lender shall permanently forfeit its right to vote
hereunder (and the calculation of Required Lenders shall exclude such
Defaulting Lender's interest in the Lenders' Exposure).

7.7. DISBURSEMENT. Provided that all conditions precedent herein to a
requested Advance or, if applicable, a Swingline Advance or Interim
Floorplan Loan Advance, have been satisfied, Administrative Agent will make
the amount of such requested Advance available to Borrower or in the case
of an Interim Floorplan Loan Advance or a Floorplan Loan Advance to the
appropriate Vendor, on the applicable Advance Date in immediately available
funds in Dollars at the Applicable Lending Office.

7.8. RESTRICTIONS ON ADVANCES. No more than one Revolving Loan Advance and
no more than one Swingline Advance will be made on any one day pursuant to
a request for a Revolving Loan Advance. No more than one Term Loan Advance
will be made pursuant to a request for a Term Loan Advance on any one day.
Advances will only be made for the purposes permitted in Section 13.1.

7.9. EACH ADVANCE REQUEST A CERTIFICATION. Each submittal of a request for
an Advance by a Borrowing Officer shall constitute a certification by
Borrower that (i) there is no Existing Default, (ii) all conditions
precedent hereunder to the making of the requested Advance have been
satisfied, and (iii) the Representations and Warranties are then true, with
such exceptions as have been disclosed to Lenders in writing by Borrower or
any Guarantor making such Representations and Warranties from time to time
and are satisfactory to the Required Lenders, and will be true on the
Advance Date, as applicable, as if then made with such exceptions.

7.10. REQUIREMENTS FOR EVERY ADVANCE REQUEST. Subject to the terms of
Section 10 and the other provisions of this Agreement, with regards to
Swingline Loans, Revolving Loan Advances, and Term Loan Advances, only a
request (which shall be in writing in the form attached hereto as Exhibit
7.10 and mailed, personally delivered or telecopied as provided in Section
20.1) from a Borrowing Officer of Borrowing Agent to Administrative Agent
that specifies the amount of the Advance to be made, the Advance Date for
the requested Advance shall be treated as a request for an Advance. No
Advance Date for any requested Advance may be other than a Business Day.
With regards to Swingline Loans, Revolving Loan Advances, and Term Loan
Advances, a request for an Advance must be given prior to 11:00 a.m., Local
Time, on the Advance Date for such Advance. Subject to the terms of Section
10 and the other provisions of this Agreement, Floorplan Loan Advances and
Interim Floorplan Loan Advances will be funded in accordance with
Administrative Agent's procedures.

7.11. EXONERATION OF ADMINISTRATIVE AGENT AND LENDERS. Neither
Administrative Agent nor any Lender shall incur any liability to Borrower
for treating a request that meets the express requirements of Section 7.10
as a request for an Advance, as applicable, if Administrative Agent
believes in good faith that the Person making the request is a Borrowing
Officer of Borrowing Agent. Neither Administrative Agent nor any Lender
shall incur any liability to Borrower for failing to treat any such request
as a request for an Advance, as applicable, if Administrative Agent
believes in good faith that the Person making the request is not a
Borrowing Officer of Borrowing Agent.

8. SECURITY. As security for the payment and performance of the Loan
Obligations, and also as security for the payment and performance of all
Obligations to Administrative Agent, Borrower shall on the Execution Date and
from time to time thereafter execute and deliver, or cause to be executed and
delivered, to Administrative Agent such security agreements, mortgages and other
security documents as they relate to the Collateral as reasonably requested by
Administrative Agent from time to time, including, without limitation, the
following documents, each in form and substance satisfactory to Administrative
Agent and the Required Lenders:

8.1. LANDLORD CONSENTS. With respect to any real property leased by
Borrower or any other Covered Person, whether on, prior to or after the
Effective Date, Borrower shall cause to be delivered to Administrative
Agent such landlord consents and nondisturbance and attornment agreements
as Administrative Agent shall reasonably request.

8.2. MORTGAGEE CONSENT AGREEMENTS. With respect to any real property owned
by Borrower or any other Covered Person, whether on, prior to or after the
Effective Date if there shall be a mortgagee or other lienholder with
respect to such real property, Borrower shall cause to be delivered to
Administrative Agent such consents and nondisturbance and attornment
agreements from each such mortgagee or lienholder as Administrative Agent
shall reasonably request.

8.3. SECURITY AGREEMENTS. Security agreements granting to Administrative
Agent for the benefit of Lenders a first priority Security Interest under
the UCC in all of the Goods, Equipment, Accounts, Inventory, Instruments,
Documents, Chattel Paper, General Intangibles and other personal property
of Borrower, any other Covered Person and every Subsidiary of Borrower or
any other Covered Person, whether now owned or hereafter acquired, and all
proceeds thereof, subject only to Permitted Security Interests affecting
such property.

8.4. COLLATERAL ASSIGNMENTS. Each of the following collateral assignments
from Borrower or any other Covered Person, each subject to no other
Security Interests except Permitted Security Interests affecting the item
assigned:

8.4.1. BLOCKED ACCOUNT AND LOCKBOX ASSIGNMENTS. Assignments assigning
to Administrative Agent for the benefit of Lenders all of Borrower's
or such other Covered Person's rights and interest in all Blocked
Accounts and Lockboxes.

8.4.2. INTELLECTUAL PROPERTY ASSIGNMENTS. Assignments assigning to
Administrative Agent for the benefit of Lenders all of Borrower's or
such other Covered Person's rights and interest in all Intellectual
Property.

8.4.3. ACQUISITION DOCUMENTS ASSIGNMENT. Assignments assigning to
Administrative Agent for the benefit of Lenders all of Borrower's or
such other Covered Person's rights and interest in all Acquisition
Documents.

9. POWER OF ATTORNEY. Each Borrower hereby authorizes (and shall cause each
other Covered Person to do the same) Administrative Agent and irrevocably
appoints Administrative Agent (acting by any of its officers) as such Borrower's
agent and attorney-in-fact (which appointment is coupled with an interest and is
therefore irrevocable) to do any of the following until all of the Loan
Obligations are fully and indefeasibly paid and satisfied in cash, and the
Commitments are terminated:

9.1. At any time while there is an Existing Default, (i) demand payment of
any Account; (ii) enforce payment of any Account by legal proceedings or
otherwise; (iii) exercise all of such Borrower's rights and remedies in
proceedings brought to collect any Account; (iv) sell or assign any Account
upon such terms, for such amount and at such time or times as
Administrative Agent deems advisable; (v) settle, adjust, compromise,

extend or renew any Account; (vi) discharge and release any Account; (vii)
prepare, file and sign such Borrower's name on any proof of claim in
bankruptcy or other similar documents against an Account Debtor; (viii)
notify the postal authorities of any change of the address for delivery of
such Borrower's mail to any address designated by Administrative Agent and
open and process all mail addressed to such Borrower; (ix) endorse such
Borrower's name on any verification of Accounts and notices thereof to
Account Debtors; (x) make one or more Revolving Loan Advances, Term Loan
Advances or Floorplan Loan Advances to pay the costs and expenses of any of
the foregoing; and (xi) do anything that Administrative Agent deems
necessary in its reasonable discretion to assure that the Loan Obligations
are fully and indefeasibly paid and satisfied in cash and that Borrower
complies with each covenant and agreement contained herein and in the other
Loan Documents.

9.2. At any time, (i) take control in any manner of any item of payment or
proceeds of any Account; (ii) have access to any lockbox or postal box into
which such Borrower's mail is deposited; (iii) endorse such Borrower's name
upon any items of payment and deposit the same in the Cash Collateral
Account and apply the proceeds thereof to the Loan Obligations as provided
herein; (iv) endorse such Borrower's name upon any chattel paper, document,
instrument, invoice, or similar document or agreement relating to any
Account or other item of the Collateral; and (v) execute in such Borrower's
name and on such Borrower's behalf any financing statement or amendments
thereto, or such mortgages, deeds of trust or other security documents
deemed necessary or appropriate by Administrative Agent to assure the
perfection or continued perfection of Administrative Agent's Security
Interests in the Collateral for the benefit of Lenders.

The foregoing power of attorney and authorization shall be deemed irrevocable,
but shall be automatically revoked only upon the full and indefeasible payment
in cash of all of the Loan Obligations, and the termination of the Commitments.

10. CONDITIONS OF LENDING.

10.1. CONDITIONS TO ADVANCE. Lenders will have no obligation to fund the
initial Revolving Loan Advance, the initial Term Loan Advance, or the
initial Floorplan Loan Advance or any subsequent Revolving Loan Advance,
subsequent Term Loan Advance, or Floorplan Loan Advance unless:

10.1.1. LISTED DOCUMENTS AND OTHER ITEMS. Administrative Agent shall
have received on or before the Effective Date all of the documents and
other items listed or described in Exhibit 10.1.1 hereto, with each
being satisfactory to Lenders and (as applicable) duly executed and
(also as applicable) sealed, attested, acknowledged, certified, or
authenticated.

10.1.2. FINANCIAL CONDITION. Lenders shall have determined to their
satisfaction that the financial statements of Borrower for the periods
ended April 5, 2001 (the "Initial Financial Statements"), and the
projections of Borrower's financial condition, results of operations,
and cash flow statements of Borrower for the period ending as of
January 5, 2004, as furnished to Administrative Agent and other
information furnished to Administrative Agent by Borrower (i) for the
periods ended on or before the Effective Date, fairly and accurately
reflect the business and financial condition of Borrower, its cash
flows and the results of its operations for such periods in accordance
with GAAP, and (ii) for the periods that will end after the Effective
Date, fairly and accurately forecast the business and financial
condition of Borrower, its cash flows, and the results of its
operations for such periods in accordance with GAAP.

10.1.3. INTERCREDITOR AGREEMENTS. The Other Creditor Indebtedness
Documents shall be executed and in form and substance satisfactory to
Administrative Agent and the Required Lenders, and each Intercreditor
Agreement shall be in form and substance satisfactory to
Administrative Agent and the Required Lenders and shall have been
executed and shall remain in effect.

10.1.4. DEFAULT. There shall be no Existing Default and no Default or
Event of Default will occur as a result of such Advance being
requested or made or the application of the proceeds thereof.

10.1.5. PERFECTION OF SECURITY INTERESTS. Every Security Interest
required to be granted by Borrower to Administrative Agent under
Section 8 shall have been perfected and shall be, except for Permitted
Security Interests, as otherwise satisfactory to Lenders, a first
priority Security Interest.

10.1.6. REPRESENTATIONS AND WARRANTIES. The Representations and
Warranties shall be true and correct.

10.1.7. MATERIAL ADVERSE CHANGE. Since the date of the Initial
Financial Statements delivered to Administrative Agent for the period
ending April 5, 2001, there shall not have been any change which has
or is reasonably likely to have a Material Adverse Effect on any
Covered Person.

10.1.8. PENDING MATERIAL PROCEEDINGS. There shall be no pending
Material Proceedings.

10.1.9. PAYMENT OF FEES. Borrower shall have paid and reimbursed to
Administrative Agent and the Lenders all fees, costs and expenses that
are payable or reimbursable to Administrative Agent and the Lenders
hereunder on or before the Effective Date.

10.1.10. TAX RETURNS. Administrative Agent shall have received the
consolidated annual federal tax returns and filings of Borrower for
the past three fiscal years (except for tax returns which (i) Borrower
is not yet required to have filed and (ii) have not yet been filed),
and be satisfied with the content thereof.

10.1.11. OTHER ITEMS. Administrative Agent shall have received such
other consents, approvals, opinions, certificates, documents or
information as it reasonably deems necessary or shall have issued an
Approval as necessary.

10.2. CONDITIONS TO SUBSEQUENT ADVANCES. Lenders will have no obligation to
fund any Advance after the initial Revolving Loan Advance, the initial Term
Loan Advance and the initial Floorplan Loan Advance, unless:

10.2.1. GENERAL CONDITIONS. All of the conditions to the initial
Advances in Section 10.1 (except the condition in Section 10.1.6)
shall have been and shall remain satisfied.

10.2.2. REPRESENTATIONS AND WARRANTIES. The Representations and
Warranties are then true, with such exceptions as have been disclosed
to Lenders in writing by Borrower or each Guarantor from time to time
and are satisfactory to Lenders, and will be true as of the time of
such Advance, as if then made with such exceptions.

10.2.3. APPROVALS. With regards to a Floorplan Loan Advance or Interim
Floorplan Loan Advance, an Approval has been issued by Administrative
Agent.

10.2.4. DEFAULT. There shall be no Existing Default and no Default or
Event of Default will occur as a result of such Advance being
requested or made or the application of the proceeds thereof.

11. REPRESENTATIONS AND WARRANTIES. Except as otherwise described in the
Disclosure Schedule attached hereto as Exhibit 11, Borrower represents and
warrants to Administrative Agent and Lenders as follows:

11.1. ORGANIZATION AND EXISTENCE. Each Covered Person is duly organized and
existing in good standing under the Laws of the state of its organization
and is duly qualified to do business and is in good standing in every state
where the nature or extent of its business or properties require it to be
qualified to do business, except where the failure to so qualify will not
have a Material Adverse Effect on any Covered Person. Each Covered Person
has the power and authority to own its properties and carry on its business
as now being conducted. The full and exact legal name of each Covered
Person and state of organization and formation of such Covered Person is
set forth on section 11.1 of the Disclosure Schedule.

11.2. AUTHORIZATION. Each Covered Person is duly authorized to execute and
perform every Loan Document to which such Covered Person is a party, and
Borrower is duly authorized to borrow hereunder, and this Agreement and the
other Loan Documents have been duly authorized by all requisite corporate
action (or in the case of Covered Persons which are not corporations, other
organizational action) of each Covered Person. No consent, approval or
authorization of, or declaration or filing with, any Governmental
Authority, and no consent of any other Person, is required in connection
with any Covered Person's execution, delivery or performance of this
Agreement and the other Loan Documents to which it is a party, except for
those already duly obtained.

11.3. DUE EXECUTION. Every Loan Document to which a Covered Person is a
party has been executed on behalf of such Covered Person by a Person duly
authorized to do so.

11.4. ENFORCEABILITY OF OBLIGATIONS. Each of the Loan Documents to which a
Covered Person is a party constitutes the legal, valid and binding
obligation of such Covered Person, enforceable against such Covered Person
in accordance with its terms, except to the extent that the enforceability
thereof against such Covered Person may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting creditors'
rights generally or by equitable principles of general application.

11.5. BURDENSOME OBLIGATIONS. No Covered Person is a party to or bound by
any Contract or is subject to any provision in the Charter Documents of
such Covered Person which would, if performed by such Covered Person,
result in a Default or Event of Default either immediately or upon the
elapsing of time.

11.6. LEGAL RESTRAINTS. The execution and performance of any Loan Document
by a Covered Person does not and will not violate or constitute a default
under the Charter Documents of such Covered Person, any Material Agreement
of such Covered Person, or any Material Law, and does not and will not,
except as expressly contemplated or permitted in this Agreement, result in
any Security Interest being imposed on any of such Covered Person's
property.

11.7. LABOR CONTRACTS AND DISPUTES. There is no collective bargaining
agreement or other labor contract covering employees of a Covered Person.
No union or other labor organization is seeking to organize, or to be
recognized as, a collective bargaining unit of employees of a Covered
Person. There is no pending or, to Borrower's knowledge, threatened,
strike, work stoppage or other material labor dispute against or affecting
any Covered Person or its employees, which has or could reasonably likely
to have a Material Adverse Effect.

11.8. NO MATERIAL PROCEEDINGS. There are no Material Proceedings pending
or, to the best knowledge of Borrower, threatened.

11.9. MATERIAL LICENSES. All Material Licenses have been obtained or exist
for each Covered Person.

11.10. COMPLIANCE WITH MATERIAL LAWS. Each Covered Person is in compliance
with all Material Laws. Without limiting the generality of the foregoing:

11.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS. The operations of
every Covered Person comply with all applicable Environmental Laws
except where the failure to be in compliance would not reasonably be
likely to give rise to a Material Adverse Effect.

11.10.2. PROCEEDINGS. None of the operations of any Covered Person are
the subject of any judicial or administrative complaint, order or
proceeding alleging the violation of any applicable Environmental Laws
which would reasonably be likely to give rise to a Material Adverse
Effect.

11.10.3. INVESTIGATIONS REGARDING HAZARDOUS MATERIALS. None of the
operations of any Covered Person are the subject of investigation by
any Governmental Authority regarding the improper transportation,
storage, disposal, generation or release into the environment of any
Hazardous Material, the results of which have or are reasonably likely
to have a Material Adverse Effect on such Covered Person, or reduce
materially the value of the Collateral.

11.10.4. NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS. No notice
or report under any Environmental Law indicating a past or present
spill or release into the environment of any Hazardous Material has
been filed within the four years ending on the Execution Date, or is
required to be filed, by any Covered Person.

11.10.5. HAZARDOUS MATERIALS ON REAL PROPERTY. No Covered Person has
at any time, and to Borrower's knowledge, no other Person has at any
time during any Covered Person's occupancy of such real property,
transported, stored, disposed of, generated or released any Hazardous
Material on the surface, below the surface, or within the boundaries
of any real property owned or operated by such Covered Person or any
improvements thereon in violation of applicable Law. No property of
any Covered Person is subject to a Security Interest in favor of any
Governmental Authority for any liability under any Environmental Law
or damages arising from or costs incurred by such Governmental
Authority in response to a spill or release of Hazardous Material into
the environment.

11.10.6. ENVIRONMENTAL PROPERTY TRANSFER ACTS. No environmental
property transfer acts are applicable to the transactions contemplated
by this Agreement and each Covered Person has provided all notices and
obtained all necessary environmental permit transfers and consents, if

any, required in order to consummate the transactions contemplated by
this Agreement or the Acquisition Documents, to perfect Administrative
Agent's Security Interests for the benefit of Lenders and to operate
such Covered Person's business as presently or proposed to be
operated.

11.11. OTHER NAMES. Except as disclosed in writing to the Administrative
Agent from time to time with no less than thirty (30) days prior written
notice to Administrative Agent (unless Administrative Agent agrees in
writing to a shorter period) (i) no Covered Person has used any name other
than the full name which identifies such Covered Person in this Agreement,
and (ii) the only trade name or style under which a Covered Person sells
Inventory or creates Accounts, or to which instruments in payment of
Accounts are made payable, is the name which identifies such Covered Person
in this Agreement.

11.12. PRIOR TRANSACTIONS. Since January 1, 1995, no Covered Person has
been a party to any merger or consolidation, or acquired all or
substantially all of the assets of any Person, or acquired any of its
property outside of the ordinary course of business.

11.13. CAPITALIZATION. Each Borrower's authorized capital stock,
partnership interests and membership interests and issued and outstanding
capital stock, partnership interests and membership interests is as
described in section 11.13 of the Disclosure Schedule, and all issued and
outstanding shares, partnership interests and membership interests of each
Covered Person are validly issued and outstanding, fully paid and
non-assessable, and are owned beneficially and of record by the Persons
listed.

11.14. SOLVENCY. Each Borrower is Solvent prior to and after giving effect
to, the making of each Advance and after giving effect to the contribution
provisions of Section 16.3.9.

11.15. PROJECTIONS. The projections of Borrower's financial condition,
results of operations, and cash flow for the period through January 5,
2004, a copy of which have been delivered to Administrative Agent,
represent Borrower's good faith best estimate of Borrower's future
financial performance for the periods set forth therein. Such projections
have been prepared on the basis of the assumptions set forth therein, which
Borrower believes are fair and reasonable in light of current and
reasonably foreseeable business conditions.

11.16. FINANCIAL STATEMENTS. The Financial Statements are complete and
correct in all material respects, have been prepared in accordance with
GAAP, and fairly reflect the financial condition, results of operations and
cash flows of the Persons covered thereby as of the dates and for the
periods stated therein.

11.17. NO CHANGE IN CONDITION. Since the date of the Financial Statements
delivered to Lenders as required herein, there has been no change which has
or is reasonably likely to have a Material Adverse Effect.

11.18. NO DEFAULTS. No Covered Person has breached or violated or has
defaulted under any Material Agreement, or has defaulted with respect to
any Material Obligation of such Covered Person. No Default has occurred
which is continuing and no Event of Default has occurred and is continuing.

11.19. INVESTMENTS. No Covered Person has any Investments in other Persons
except existing Permitted Investments.

11.20. INDEBTEDNESS. No Covered Person has any Indebtedness except existing
Permitted Indebtedness.

11.21. INDIRECT OBLIGATIONS. No Covered Person has any Indirect Obligations
except existing Permitted Indirect Obligations.

11.22. ENCUMBRANCES. None of the real property purported to be owned by a
Covered Person is subject to any Encumbrances except Permitted
Encumbrances.

11.23. OPERATING LEASES. No Covered Person has an interest as lessee under
any Operating Leases other than Operating Leases entered into in the
ordinary course of business and on an arm's-length basis, which in the
aggregate do not have a monthly rental payment in excess of $1,000,000.

11.24. CAPITAL LEASES. No Covered Person has an interest as a lessee under
any Capital Leases other than Capital Leases that are Permitted
Indebtedness.

11.25. OTHER CREDITOR INDEBTEDNESS; INTERCREDITOR DOCUMENTS; TIFS/VALTECH
DEBT; SUBORDINATED INDEBTEDNESS. There is no breach or default with respect
to the Other Creditor Indebtedness or the TIFS/VALTECH Debt, and the Other
Creditor Indebtedness and the TIFS/VALTECH Debt have each been incurred in
accordance with the terms of this Agreement. There is no breach or default
by or attributable to a Covered Person of any obligation set forth in any
Intercreditor Agreement or any Other Creditor Indebtedness Document or
TIFS/VALTECH Debt Documents. There is no breach or default with respect to
the Subordinated Indebtedness, and the Subordinated Indebtedness has been
incurred in accordance with the terms of this Agreement. There is no breach
or default by or attributable to any holder of the Subordinated
Indebtedness under the Subordination Agreement.

11.26. TAX LIABILITIES; GOVERNMENTAL CHARGES. Each Covered Person has filed
or caused to be filed all tax reports and returns required to be filed by
it with any Governmental Authority, except where extensions have been
properly obtained. Each Covered Person has paid or made adequate provision
for payment of all Taxes of such Covered Person, except Taxes which are
being diligently contested in good faith by appropriate proceedings and as
to which such Covered Person has established adequate reserves in
conformity with GAAP. No Security Interest for any such Taxes has been
filed and no claims are being asserted with respect to any such Taxes
which, if adversely determined, has or is reasonably likely to have a
Material Adverse Effect on such Covered Person. There are no material
unresolved issues concerning any liability of a Covered Person for any
Taxes which, if adversely determined, has or is reasonably likely to have a
Material Adverse Effect on such Covered Person.

11.27. PENSION BENEFIT PLANS. All Pension Benefit Plans maintained by each
Covered Person or an ERISA Affiliate of such Covered Person qualify under
Section 401 of the Code and are in compliance with the provisions of ERISA,
except when the failure to comply has not or could not be reasonably likely
to have a Material Adverse Effect. Except with respect to events or
occurrences which do not have and are not reasonably likely to have a
Material Adverse Effect:

11.27.1. PROHIBITED TRANSACTIONS. None of such Pension Benefit Plans
has participated in, engaged in or been a party to any non-exempt
prohibited transaction as defined in ERISA or the Code, and no
officer, director or employee of such Covered Person or of an ERISA
Affiliate of such Covered Person has committed a breach of any of the
responsibilities or obligations imposed upon fiduciaries by Title I of
ERISA.

11.27.2. CLAIMS. There are no claims, pending or threatened, involving
any such Pension Benefit Plan by a current or former employee (or
beneficiary thereof) of such Covered Person or ERISA Affiliate of such
Covered Person, nor is there any reasonable basis to anticipate any
claims involving any such Pension Benefit Plan which would likely be
successfully maintained against such Covered Person or such ERISA
Affiliate.

11.27.3. REPORTING AND DISCLOSURE REQUIREMENTS. There are no
violations of any reporting or disclosure requirements with respect to
any such Pension Benefit Plan and none of such Pension Benefit Plans
has violated any applicable Law, including ERISA and the Code.

11.27.4. ACCUMULATED FUNDING DEFICIENCY. No such Pension Benefit Plan
has (i) incurred an accumulated funding deficiency (within the meaning
of Section 412(a) of the Code), whether or not waived; (ii) been a
Pension Benefit Plan with respect to which a Reportable Event (to the
extent that the reporting of such events to the PBGC within thirty
days of the occurrence has not been waived) has occurred and is
continuing; or (iii) been a Pension Benefit Plan with respect to which
there exist conditions or events which have occurred that present a
significant risk of termination of such Pension Benefit Plan by the
PBGC.

11.27.5. MULTI-EMPLOYER PLAN. All Multi-employer Plans to which any
Covered Person contributes or is obligated to contribute are listed in
section 11.27.5 of the Disclosure Schedule. No Covered Person or ERISA
Affiliate of such Covered Person has received notice that any such
Multi-employer Plan is in reorganization or has been terminated within
the meaning of Title IV of ERISA, and no such Multi-employer Plan is
reasonably expected to be in reorganization or to be terminated within
the meaning of Title IV of ERISA.

11.28. WELFARE BENEFIT PLANS. No Covered Person or ERISA Affiliate of any
Covered Person maintains a Welfare Benefit Plan that has a liability which,
if enforced or collected, has or is reasonably likely to have a Material
Adverse Effect on any Covered Person. Each Covered Person and each ERISA
Affiliate of any Covered Person has complied in all respects with the
applicable requirements of Section 4980B of the Code pertaining to
continuation coverage as mandated by COBRA, except any failure that does
not have or is reasonably likely not to have a Material Adverse Effect.

11.29. RETIREE BENEFITS. No Covered Person or ERISA Affiliate of such
Covered Person has an obligation to provide any Person with any medical,
life insurance, or similar benefit following such Person's retirement or
termination of employment (or to such Person's beneficiary subsequent to
such Person's death) other than (i) such benefits provided to Persons at
such Person's sole expense and (ii) obligations under COBRA.

11.30. DISTRIBUTIONS. No Distribution (as defined in Section 14.10) has
been declared, paid or made upon or in respect of any capital stock or
other securities of Borrower on and after the Execution Date, except as
expressly permitted hereby.

11.31. REAL PROPERTY. Section 11.31 of the Disclosure Schedule contains a
correct and complete list of (i) the street addresses and a general
description of all real property owned by each Covered Person, and (ii) a
list of all leases, subleases, and licenses of real property by each
Covered Person, with such Covered Person identified for each as the lessee,
sublessee, licensee, lessor, sublessor, or licensor, as is the case,
together with the street addresses and a general description of the real
property involved and the names and addresses of the other parties to such

leases, subleases, and licenses. Each of such leases, subleases, and
licenses is valid and enforceable in accordance with its terms and is in
full force and effect, and no default by such Covered Person, or to
Borrower's knowledge, any other party to any such lease, sublease, or
license exists. No rental payment listed on section 11.31 of the Disclosure
Schedule materially exceeds a fair market rental rate for such property.

11.32. STATE OF COLLATERAL AND OTHER PROPERTY. Each Covered Person has good
and marketable or merchantable title to all real and personal property
purported to be owned by it or reflected in the Financial Statements,
except for personal property sold or leased in the ordinary course of
business after the date of the Initial Financial Statements as permitted by
and in accordance with the terms of the Loan Documents. There are no
Security Interests on any of the property purported to be owned by any
Covered Person, including the Collateral, except Permitted Security
Interests. Each item of Inventory purported to be owned or leased by a
Covered Person is in good operating condition and repair and is suitable
for the use to which it is customarily put by its owner, ordinary wear and
tear and damage by acts of God excepted. Without limiting the generality of
the foregoing:

11.32.1. ACCOUNTS. With respect to each Account scheduled, listed or
referred to in reports submitted by any Covered Person to
Administrative Agent pursuant to the Loan Documents, except as
disclosed therein: (i) the Account arose from a bona fide transaction
completed in accordance with the terms of any documents pertaining to
such transaction; (ii) the Account is not evidenced by a judgment and
there is no material dispute respecting it; (iii) the amount of the
Account as shown on the applicable Covered Person's books and records
and all invoices and statements which may be delivered to
Administrative Agent with respect thereto are owing to the applicable
Covered Person and are not in any way contingent; (iv) there are no
known set-offs, counterclaims or disputes existing or asserted with
respect to the Account and the applicable Covered Person has not made
any agreement with any Account Debtor for any deduction therefrom
except a discount or allowance allowed by the applicable Covered
Person in the ordinary course of its business for prompt payment; (v)
there are no facts, events or occurrences which in any way impair the
validity or enforcement of the Account or tend to reduce the amount
payable thereunder as shown on the applicable Covered Person's books
and records and all invoices and statements delivered to
Administrative Agent with respect thereto; (vi) the Account is
assignable; (vii) the Account arose in the ordinary course of the
applicable Covered Person's business; (viii) the Account Debtor with
respect to the Account has the capacity to contract; (ix) the services
furnished, goods sold and/or goods leased giving rise to the Account
are not subject to any Security Interest except the perfected Security
Interest granted to Administrative Agent for the benefit of Lenders
and except the Permitted Security Interests; (x) there are no
proceedings or actions which are threatened or pending against the
Account Debtor with respect to the Account; and (xi) no payments have
been or will be made on the Account except payments promptly delivered
to the Blocked Accounts at the financial institutions as provided in
this Agreement.

11.32.2. INVENTORY. With respect to Inventory of each Borrower: (i)
such Inventory (except for Inventory in transit or in the possession
of such Covered Person's customers) is located at one or another of
the premises listed in section 11.32.2 of the Disclosure Schedule as
being a location of such Borrower's Inventory; (ii) the applicable
Covered Person has good and merchantable title to such Inventory or a
good and valid leasehold interest as lessee to such Inventory, subject
to no Security Interest whatsoever except for the perfected Security
Interest granted to Administrative Agent for the benefit of Lenders

and except for Permitted Security Interests; (iii) such is of good and
merchantable quality, free from any material defects; (iv) such
Inventory is not subject to any licensing, patent, royalty, trademark,
trade name or copyright agreements with any third parties; and (v) the
completion of manufacture and sale, lease, or other disposition of
such Inventory by Administrative Agent or Lenders following an Event
of Default shall not require the consent of any Person and shall not
constitute a breach or default under any contract or agreement to
which any Covered Person is a party or to which the Inventory is
subject.

11.32.3. EQUIPMENT. With respect to each Covered Person's equipment:
(i) such Covered Person has good and marketable title thereto; (ii)
none of such equipment is subject to any Security Interests except for
the perfected Security Interest granted to Administrative Agent for
the benefit of Lenders pursuant hereto and except for Permitted
Security Interests; (iii) such equipment (except for equipment in
transit) is located at one or another of the premises listed in
section 11.32.2 of the Disclosure Schedule as a location of such
Covered Person's equipment; and (iv) such equipment is of good and
merchantable quality, free from any material defects, ordinary wear
and tear and damage by acts of God excepted.

11.32.4. INTELLECTUAL PROPERTY. With respect to the Intellectual
Property of the Covered Persons: (i) section 11.32.4 of the Disclosure
Schedule contains a complete and correct list of all of each Covered
Person's Intellectual Property, (ii) the Covered Person listed on the
Disclosure Schedule as the owner thereof owns all right, title and
interest in, under and to such Intellectual Property, subject to no
licenses or any interest therein or other agreements relating thereto,
except for the Intellectual Property Assignments; (iii) none of such
Intellectual Property is subject to any pending or, to such Covered
Person's knowledge, threatened challenge; (iv) to the knowledge of
such Covered Person, such Covered Person has not committed any patent,
trademark, trade name, service xxxx or copyright infringement, and the
present conduct of such Covered Person's business does not infringe
any patents, trademarks, trade name rights, service marks, copyrights,
publication rights, trade secrets or other proprietary rights of any
Person; and (v) there are no claims or demands of any Person
pertaining to, or any proceedings which are pending or, to the
knowledge of such Covered Person, threatened, which challenge such
Covered Person's rights in respect of any proprietary or confidential
information or trade secrets used in the conduct of such Covered
Person's business.

11.32.5. DOCUMENTS, INSTRUMENTS AND CHATTEL PAPER. All documents,
instruments and chattel paper describing, evidencing or constituting
Collateral, and all signatures and endorsements thereon by a Covered
Person are complete, valid, and genuine, and all goods evidenced by
such documents, instruments and chattel paper are owned by a Covered
Person free and clear of all Security Interests other than Permitted
Security Interests.

11.33. CHIEF PLACE OF BUSINESS; LOCATIONS OF COLLATERAL. As of the
Execution Date,

11.33.1. the chief executive office and principal place of business of
each Covered Person is identified in section 11.33.1 of the Disclosure
Schedule and the location of the books and records of each Covered
Person, and all of such Covered Person's chattel paper and all records
of Accounts, are located only at the places listed and so identified
in section 11.33.1 of the Disclosure Schedule;

11.33.2. the States in which any Covered Person is qualified to
conduct its business and the respective counties within such States
and the Canadian Provinces and other foreign jurisdictions in which

any Covered Person conducts its business are listed and so identified
in section 11.33.2 of the Disclosure Schedule; and

11.33.3. all of the Collateral is located within one or more of the
locations listed in section 11.32.2 of the Disclosure Schedule;
provided, however, that Borrower shall not be deemed to have breached
this Representation and Warranty if any Covered Person's customer
moves, without Borrower's knowledge, any such Collateral to a location
not listed in section 11.32.2 of the Disclosure Schedule and such
Collateral will not remain outside any of the locations listed in
section 11.32.2 of the Disclosure Schedule for longer than 60
consecutive days, provided, however, if any Collateral will remain
outside of any location listed on section 11.32.2 of the Disclosure
schedule for longer than 30 consecutive days, Borrower shall, prior to
the expiration of such 30-day period, give written notice to
Administrative Agent of such event as required under Section 13.24.

11.34. WARRANTIES AND REPRESENTATIONS-INVENTORY. For each item of
Inventory, Borrower represents and warrants to Administrative Agent and
each of the Lenders that at all times: (a) all Inventory, except as
otherwise provided in Section 11.33.3, will be kept only at the locations
indicated on Exhibit 11.32.2; (b) Borrower now keeps and will keep correct
and accurate records itemizing and describing the kind, type, quality and
quantity of Inventory, Borrower's cost therefor and the selling price
thereof and/or the rental/lease rate thereof, the daily withdrawals
therefrom and the additions thereto; (c) Inventory not on rent are not and
will not be stored with a bailee, repairman, warehouseman or similar party
without Administrative Agent's prior written consent, and if Administrative
Agent consents, Borrower will, concurrently with delivery to such party,
cause any such party to issue and deliver to Administrative Agent, in form
acceptable to Administrative Agent, warehouse receipts, in Administrative
Agent's name evidencing the storage of such Inventory, and waivers of
warehouseman's liens in favor of Administrative Agent; (d) Borrower will
timely pay or cause to be timely paid all taxes, rents, business taxes, and
other charges relating to the premises where the Inventory is located which
Borrower is contractually or legally obligated to pay; and (e) a landlord
consent of the type described in Section 8.1, satisfactory to
Administrative Agent, has been obtained for each location in which Borrower
keeps Inventory with a value in excess of $500,000.

11.35. NO NEGATIVE PLEDGES. No Covered Person is a party to or bound by any
Contract which prohibits the creation or existence of any Security Interest
upon or assignment or conveyance of any of the Collateral or any other
asset (regardless of type or nature) of any Covered Person, except as
expressly set forth herein.

11.36. SECURITY DOCUMENTS.

11.36.1. SECURITY AGREEMENTS. Each Security Agreement is effective to
grant to Administrative Agent for the pro-rata benefit of Lenders an
enforceable Security Interest in the Personal Property Collateral
described therein. Upon appropriate filing (as to all Personal
Property Collateral in which a Security Interest may be perfected
under the applicable state's UCC by filing a financing statement or
statements) or Administrative Agent's taking possession (as to items
of the Personal Property Collateral of which a secured party must take
possession in order to perfect a Security Interest under the
applicable state's UCC), Administrative Agent will have a fully
perfected Security Interest in the Personal Property Collateral
described in each Security Agreement, subject only to Permitted
Security Interests affecting such Personal Property Collateral.

11.36.2. COLLATERAL ASSIGNMENTS.

11.36.2.1. BLOCKED ACCOUNT AGREEMENTS. The Blocked Account Agreements
are effective to grant to Administrative Agent for the benefit of
Lenders an enforceable first priority Security Interest in the Blocked
Accounts.

11.36.2.2. INTELLECTUAL PROPERTY ASSIGNMENTS. Each Intellectual
Property Assignment is effective to grant to Administrative Agent for
the benefit of Lenders an enforceable first priority Security Interest
in all the Intellectual Property described therein, subject only to
Permitted Security Interests affecting such Intellectual Property.

11.36.2.3. ACQUISITION DOCUMENTS ASSIGNMENT. Each Acquisition
Documents Assignment, if any, is effective to grant to Administrative
Agent for the benefit of Lenders an enforceable first priority
Security Interest in and lien on all of Borrower's rights, remedies,
claims and interests under the Acquisition Documents covered thereby.

11.37. S CORPORATION. There is no election for any Covered Person in effect
under Section 1362(a) of the Code to be treated as an S Corporation as
defined in Section 1361(a) of the Code.

11.38. SUBSIDIARIES AND AFFILIATES. Borrower has no Subsidiaries and has no
Affiliates who are not individuals, except those Persons listed in section
11.38 of the Disclosure Schedule.

11.39. BANK ACCOUNTS AND LOCKBOXES. No Covered Person has any lockbox other
than the Lockboxes allowed or required hereunder. No Covered Person has any
bank accounts other than the bank accounts allowed or required hereunder.
All bank accounts maintained by any Covered Person with any bank or other
financial institution are described in section 11.39 of the Disclosure
Schedule.

11.40. MARGIN STOCK. No Covered Person is engaged or will engage,
principally or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U), and no part of the proceeds of any
Advance will be used to purchase or carry any such margin stock or to
extend credit to others for the purpose of purchasing or carrying any such
margin stock or for any purpose which violates, or which would be
inconsistent with, the provisions of Regulation U. None of the transactions
contemplated by any of the Loan Documents or any of the Acquisition
Documents will violate Regulations T, U or X of the FRB.

11.41. SECURITIES MATTERS. No proceeds of any Advance will be used to
acquire any security in any transaction which is subject to Sections 13 and
14 of the Securities Exchange Act of 1934.

11.42. INVESTMENT COMPANY ACT, ETC. No Covered Person is an investment
company registered or required to be registered under the Investment
Company Act of 1940, or a company controlled (within the meaning of such
Investment Company Act) by such an investment company or an affiliated
person of, or promoter or principal underwriter for, an investment company,
as such terms are defined in the Investment Company Act of 1940. No Covered
Person is subject to regulation under the Public Utility Holding Company
Act of 1935, the Federal Power Act, the Interstate Commerce Act or any
other Law limiting or regulating its ability to incur Indebtedness for
money borrowed.

11.43. NO MATERIAL MISSTATEMENTS OR OMISSIONS. Neither the Loan Documents,
any of the Financial Statements nor any statement, list, certificate or
other information furnished or to be furnished by Borrower or any other
Covered Person to Administrative Agent or Lenders in connection with the

Loan Documents or any of the transactions contemplated thereby contains any
untrue statement of a material fact, or omits to state a material fact
necessary to make the statements therein not misleading. Borrower has
disclosed to Administrative Agent and Lenders everything regarding the
business, operations, property, financial condition, or business prospects
of itself and every Covered Person that has or is reasonably likely to have
a Material Adverse Effect on any Covered Person.

11.44. FILINGS. All registration statements, reports, proxy statements and
other documents, if any, required to be filed by Borrower with the
Securities and Exchange Commission pursuant to the Securities Act of 1933,
and the Securities Exchange Act of 1934, have been filed, and such filings
are complete and accurate and contain no untrue statements of material fact
or omit to state any material facts required to be stated therein or
necessary in order to make the statements therein not misleading.

11.45. BROKER'S FEES. No broker or finder is entitled to compensation for
services rendered with respect to the transactions contemplated by this
Agreement.

11.46. ELIGIBILITY OF COLLATERAL. Each Account which Borrower, expressly or
by implication, requests Administrative Agent to classify as an Eligible
Account will, as of the time when such request is made, conform in all
respects to the requirements of such classification set forth in the
definition of Eligible Accounts herein.

11.47. LOANS TO SHAREHOLDERS. No loans or advances have been made to any
shareholder of any Borrower by any Borrower, nor has any shareholder of any
Borrower incurred any Indebtedness to any Borrower.

12. MODIFICATION AND SURVIVAL OF REPRESENTATIONS. Borrower may at any time after
the initial Advances are made propose to Lenders in writing to modify the
representations and warranties in Section 11, and any other representation or
warranty made in any certificate, report, opinion or other document delivered by
Borrower pursuant to the Loan Documents. If the proposed modifications are
satisfactory to the Required Lenders as evidenced by their written assent
thereto, then such representations and warranties shall be deemed and treated as
so modified, but only as of the date of Borrower's written modification
proposal. If such proposed modifications are not satisfactory to the Required
Lenders, then such proposed modifications shall not be deemed or treated as
modifying such representations and warranties. All such representations and
warranties, as made or deemed made as of a particular time, shall survive
execution of each of the Loan Documents and the making of every Advance, and may
be relied upon by Administrative Agent and Lenders as being true and correct as
of the date when made or deemed made until all of the Loan Obligations are fully
and indefeasibly paid in cash, and all of the Commitments have been terminated.

13. AFFIRMATIVE COVENANTS. Each Borrower covenants and agrees that, while any of
the Commitments remains in effect and until all of the Loan Obligations are
fully and indefeasibly paid in cash, each Borrower shall do, and each Borrower
shall cause each other Borrower and each other Covered Person to do, the
following:

13.1. USE OF PROCEEDS. The proceeds of Swingline Advances, Interim
Floorplan Loan Advances, the initial and subsequent Floorplan Loan
Advances, the initial and subsequent Revolving Loan Advances, and the
initial and subsequent Term Loan Advance shall be used solely to repay the
Indebtedness listed on Exhibit 13.1, to fund working capital, purchase
Inventory, to provide acquisition financing for Permitted Acquisitions, and
general corporate (or limited liability partnership or limited liability
company) purposes.

13.2. CORPORATE EXISTENCE. Each Covered Person shall maintain its existence
in good standing and shall maintain in good standing its right to transact
business in those states in which it is now or hereafter doing business,
except where the failure to so qualify will not have and will not be
reasonably likely to have a Material Adverse Effect on any Covered Person.
Each Covered Person shall obtain and maintain all Material Licenses for
such Covered Person.

13.3. MAINTENANCE OF PROPERTY AND LEASES. Each Covered Person shall
maintain in good condition and working order (ordinary wear and tear and
damage by acts of God excepted), and repair and replace as required, all
buildings, equipment, machinery, fixtures, Inventory, and other real and
personal property owned or leased by such Covered Person whose useful
economic life has not elapsed and which is necessary for the ordinary
conduct of the business of such Covered Person, except where failure to do
so does not have or reasonably will likely not have a Material Adverse
Effect. Each Covered Person shall maintain in good standing and free of
defaults all of its leases of buildings, equipment, machinery, fixtures,
Inventory, and other real and personal property whose useful economic life
has not elapsed and which is necessary for the ordinary conduct of the
business of such Covered Person, except where the failure to be in good
standing or free of default would not reasonably be likely to give rise to
a Material Adverse Effect. No Covered Person shall permit any of its
equipment, Inventory, or other property to become a fixture to real
property or an accession to other personal property unless Administrative
Agent has a valid, perfected and first priority Security Interest for the
benefit of Lenders in such real or personal property. No Covered Person
shall, without Administrative Agent's prior written consent, alter or
remove any identifying symbol or number on its equipment.

13.4. INVENTORY. Each Covered Person shall keep its Inventory and
Equipment, taken as a whole, in good and merchantable condition (subject to
ordinary wear and tear) at its own expense and shall hold such Inventory
and Equipment for lease, or to be furnished in connection with the
rendition of services, in the ordinary course of such Covered Person's
business, on terms which do not include consignment or similar terms.

13.5. INSURANCE. Each Covered Person shall at all times keep insured or
cause to be kept insured, in insurance companies having a rating of at
least "A" by Best's Rating Service, all property owned by it of a character
usually insured by others carrying on businesses similar to that of such
Covered Person in such manner and to such extent and covering such risks as
such properties are usually insured. At all times, all Inventory shall be
insured for full replacement value. Each Covered Person shall carry,
however, business interruption insurance in such amounts as are
satisfactory to Administrative Agent, with all such policies showing
Administrative Agent as loss payee for the benefit of Lenders. Each Covered
Person shall timely pay all premiums for such insurance. Each Covered
Person shall at all times carry insurance, in insurance companies having a
rating of at least "A" by Best's Rating Service, against liability on
account of damage to persons or property (including product liability
insurance and insurance required under all Laws pertaining to workers'
compensation) and covering all other liabilities common to such Covered
Person's business, in such manner and to such extent as such coverage is
usually carried by others conducting businesses similar to that of such
Covered Person. At all times, Borrower shall maintain replacement value
insurance for all Collateral on any ocean, waterway, interstate, highway,
or other public way. All policies of liability insurance maintained
hereunder shall name Administrative Agent as an additional insured for the
benefit of Lenders; all policies of property insurance maintained hereunder
with respect to the Collateral shall reflect Administrative Agent's
interest therein as a loss payee on an accord #27 form for the benefit of
Lenders. Administrative Agent is authorized, but not obligated, as the
attorney-in-fact for Borrower, and every other Covered Person and for the
benefit of Lenders, (i) prior to the occurrence of an Event of Default,
with Borrower's consent (which consent shall not be unreasonably withheld),

and upon the occurrence of an Event of Default, without Borrower's or any
other Covered Person's consent, to adjust and compromise proceeds payable
under such policies of insurance, (ii) to collect, receive and give
receipts for such proceeds in the name of Borrower or any other Covered
Person, Administrative Agent and Lenders, and (iii) to endorse Borrower or
any other Covered Person's name upon any instrument in payment thereof.
Such power granted to Administrative Agent shall be deemed coupled with an
interest and shall be irrevocable (until all of the Loan Obligations are
fully and indefeasibly paid in cash and the Commitments have terminated) as
set forth in Section 9. All policies of insurance maintained hereunder
shall contain a clause providing that such policies may not be canceled,
reduced in coverage or otherwise modified without 30 days' prior written
notice to Administrative Agent. Borrower shall or shall cause any other
Covered Person upon request of Administrative Agent at any time to furnish
to Administrative Agent updated evidence of insurance (in the form required
as a condition to Administrative Agent's lending hereunder) for such
insurance.

13.6. PAYMENT OF TAXES AND OTHER OBLIGATIONS. Each Covered Person shall
promptly pay and discharge or cause to be paid and discharged, as and when
due, any and all income taxes, federal or otherwise, lawfully assessed and
imposed upon it, and any and all lawful taxes, rates, levies, and
assessments whatsoever upon its properties and every part thereof, or upon
the income or profits therefrom and all claims of materialmen, mechanics,
carriers, warehousemen, landlords and other like Persons for labor,
materials, supplies, storage or other items or services which if unpaid
might be or become a Security Interest or charge upon any of its property;
provided, however, that a Covered Person may diligently contest in good
faith by appropriate proceedings the validity of any such taxes, rates,
levies, or assessments and claims, provided such Covered Person has
established adequate reserves therefor in conformity with GAAP on the books
of such Covered Person, and no Security Interest, other than a Permitted
Security Interest, results from such non-payment.

13.7. COMPLIANCE WITH LAWS. Each Covered Person shall comply with all
Material Laws. Without limiting the generality of the foregoing:

13.7.1. ENVIRONMENTAL LAWS. Each Covered Person shall comply and shall
use commercially reasonable efforts to ensure compliance by all of its
tenants, subtenants and other occupants, if any, with all
Environmental Laws, any of which if not so complied with will or is
reasonably likely to have a Material Adverse Effect on any Covered
Person.

13.7.2. PENSION BENEFIT PLANS. Each Covered Person and each ERISA
Affiliate of such Covered Person shall at all times make prompt
payments or contributions to meet the minimum funding standards under
ERISA and the Code with respect to any Pension Benefit Plan maintained
by such Covered Person or such ERISA Affiliate, and shall comply with
all reporting and disclosure requirements and all provisions of the
Code and ERISA applicable to any Pension Benefit Plan maintained by
such Covered Person or such ERISA Affiliate.

13.8. DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL.

13.8.1. IN GENERAL. Upon any Covered Person receiving notice of any
violation of Environmental Laws or any similar notice described in
Section 13.10.4, or upon any Covered Person otherwise discovering
Hazardous Material on any property owned or leased by such Covered
Person which is in violation of, or which would result in liability
under, any Environmental Law, the violation of which or which

liability will or is reasonably likely to have a Material Adverse
Effect on any Covered Person, Borrower shall: (i) promptly take such
acts as may be necessary to prevent danger or harm to the property or
any Person therein as a result of such Hazardous Material; (ii) at the
request of Administrative Agent, and at Borrower's sole cost and
expense, obtain and deliver to Administrative Agent promptly, but in
no event later than 90 days after such request, a then currently dated
environmental assessment of the property certified to Administrative
Agent and any future holder of the Loan Obligations, a proposed plan
for responding to any environmental problems described in such
assessment, and an estimate of the costs thereof; and (iii) take all
necessary steps to initiate and expeditiously complete all removal,
remedial, response, corrective and other action to eliminate any such
environmental problems, and keep Administrative Agent informed of such
actions and the results thereof.

13.9. TERMINATION OF PENSION BENEFIT PLAN. No Covered Person or ERISA
Affiliate of such Covered Person shall terminate or amend any Pension
Benefit Plan maintained by such Covered Person or such ERISA Affiliate if
such termination or amendment would result in any liability to such Covered
Person or such ERISA Affiliate under ERISA or any increase in current
liability for the plan year for which such Covered Person or such ERISA
Affiliate is required to provide security to such Pension Benefit Plan
under the Code.

13.10. NOTICE TO ADMINISTRATIVE AGENT AND LENDERS OF MATERIAL EVENTS.
Borrower shall, promptly upon any Responsible Officer of Borrower obtaining
knowledge or notice thereof, give notice to Administrative Agent and each
Lender of (i) any breach of any of the covenants in Sections 13, 14, or 15;
(ii) any Default or Event of Default; (iii) the commencement of any
Material Proceeding; and (iv) any loss of or damage to any assets of a
Covered Person or the commencement of any proceeding for the condemnation
or other taking of any of the assets of a Covered Person, if such loss,
damage or proceeding has or is reasonably likely to have a Material Adverse
Effect on such Covered Person, whether or not Insurance Proceeds are likely
to be payable as a consequence of such loss, damage or proceeding. In
addition,

13.10.1. Borrower shall furnish to Administrative Agent from time to
time all information which Administrative Agent reasonably requests
with respect to the status of any Material Proceeding.

13.10.2. Borrower shall furnish to Administrative Agent from time to
time all information which Administrative Agent reasonably requests
with respect to any Pension Benefit Plan established by a Covered
Person or an ERISA Affiliate of any Covered Person.

13.10.3. Borrower shall deliver notice to Administrative Agent of the
establishment of any Pension Benefit Plan by a Covered Person or an
ERISA Affiliate of such Covered Person.

13.10.4. Borrower shall promptly inform Administrative Agent of its
receipt of, and deliver to Administrative Agent a copy of, any (i)
notice that any violation of any Environmental Law or Employment Law
may have been committed or is about to be committed by any Covered
Person that has or which could reasonably be likely to have a Material
Adverse Effect, (ii) notice that any administrative or judicial
complaint or order has been filed or is about to be filed against any
Covered Person alleging violations of any Environmental Law or
Employment Law or requiring such Covered Person to take any action in
connection with the release of any Hazardous Material into the
environment, which has or could reasonably be likely to have a
Material Adverse Effect, (iii) notice from a Governmental Authority or
private party alleging that a Covered Person may be liable or

responsible for costs associated with a response to or cleanup of a
release of Hazardous Material into the environment or any damages
caused thereby, which has or could reasonably be likely to have a
Material Adverse Effect, (iv) notice that a Covered Person is subject
to federal, state or local investigation regarding the improper
transportation, storage, disposal, generation or release into the
environment of any Hazardous Material which has or could reasonably be
expected to have a Material Adverse Effect, or (v) notice that any
properties or assets of a Covered Person are subject to a Security
Interest in favor of any Governmental Authority for any liability
under any Environmental Law or damages arising from or costs incurred
by such Governmental Authority in response to a release of Hazardous
Material into the environment.

13.10.5. Borrower shall deliver to Administrative Agent notice of each
of the following events promptly after they occur: (i) the failure of
any Covered Person or ERISA Affiliate of such Covered Person to make
any required installment or any other required payment to any Pension
Benefit Plan in sufficient amount to comply with ERISA and the Code on
or before the due date for such installment or payment; (ii) the
occurrence of any Reportable Event, or a prohibited transaction or
accumulated funding deficiency (as those terms are defined in ERISA),
with respect to any Pension Benefit Plan maintained or contributed to
by a Covered Person or an ERISA Affiliate of such Covered Person;
(iii) receipt by a Covered Person or ERISA Affiliate of such Covered
Person of any notice from a Multi-employer Plan regarding the
imposition of withdrawal liability; and (iv) receipt by a Covered
Person or ERISA Affiliate of such Covered Person of any notice of the
institution, or a Covered Person's expectancy of the institution, of
any proceeding or receipt by such Covered Person or such ERISA
Affiliate of any notice of the taking, or such Covered Person's or
such ERISA Affiliate's expectancy of the taking, of any other action
which may result in the termination of any Pension Benefit Plan
maintained or contributed to by such Covered Person or such ERISA
Affiliate, or the withdrawal or partial withdrawal by a Covered Person
or ERISA Affiliate of such Covered Person from any Pension Benefit
Plan, and the filing or receipt by a Covered Person or ERISA Affiliate
of such Covered Person of any such notice and filing or receipt of all
subsequent reports or notices under ERISA with or from the IRS, the
PBGC, or the DOL relating to the same; and, in addition to such
notice, deliver to Administrative Agent a certificate of a Responsible
Officer of Borrower, setting forth details as to such events and the
action that the affected Covered Person or ERISA Affiliate of such
Covered Person proposes to take with respect thereto. For purposes of
this Section, each Covered Person and any ERISA Affiliate of such
Covered Person shall be deemed to know all facts known by the
administrator of any Plan of which such Covered Person or such ERISA
Affiliate is the plan sponsor.

13.10.6. Borrower shall promptly deliver to Administrative Agent
notice of any default or event of default, or the occurrence of any
event which would with the passage of time, giving of notice or
otherwise, constitute a default or event of default with respect to
any of the Permitted Indebtedness in excess of $1,000,000.

13.10.7. Borrower shall promptly deliver notice to Administrative
Agent of the assertion by the holder of any capital stock or any other
equity interest in a Covered Person or any Indebtedness of a Covered
Person in the outstanding principal amount in the aggregate in excess
of $1,000,000 that a default exists with respect thereto or that such
Covered Person is not in compliance with the terms thereof, or of the
threat or commencement by such holder of any enforcement action
because of such asserted default or noncompliance.

13.10.8. Borrower shall, promptly after becoming aware thereof,
deliver notice to Administrative Agent of any pending or threatened
strike, work stoppage, or other material labor dispute affecting a
Covered Person which could reasonably be likely to have a Material
Adverse Effect.

13.10.9. Borrower shall promptly deliver notice to Administrative
Agent of any change in the name, state of incorporation or
organization or form of any Covered Person, or the trade names or
styles under which a Covered Person will sell Inventory or create
Accounts, or to which instruments in payment of Accounts may be made
payable, at least 30 days prior to such change unless Administrative
Agent agrees in writing to a shorter period.

13.10.10. Borrower shall, promptly after becoming aware thereof,
deliver notice to Administrative Agent of any event that has or is
reasonably likely to have a Material Adverse Effect on any Covered
Person.

13.10.11. Borrower shall, promptly after becoming aware thereof,
deliver notice to Administrative Agent of an actual, alleged, or
potential violation of any Material Law applicable to a Covered Person
or the property of a Covered Person.

13.10.12. Borrower shall notify Administrative Agent promptly in
writing of any fact or condition of which Borrower is aware which
adversely affects the value of the Collateral taken as a whole,
including disclosing the amount of such loss or depreciation and
disclosing any adverse fact or condition or the occurrence of any
event which causes loss or depreciation in the value of the Collateral
of more than $1,000,000 taken as a whole. Borrower shall provide such
additional information to Administrative Agent regarding the amount of
any loss or depreciation in value of the Collateral as Administrative
Agent may request from time to time.

13.11. Borrower shall keep on file with Administrative Agent at all times
an appropriate instrument naming each Borrowing Officer.

13.12. MAINTENANCE OF SECURITY INTERESTS OF SECURITY DOCUMENTS.

13.12.1. PRESERVATION AND PERFECTION OF SECURITY INTERESTS. Borrower
shall promptly, upon the reasonable request of Administrative Agent
and at Borrower's expense, execute, acknowledge and deliver, or cause
the execution, acknowledgment and delivery of, and thereafter file or
record in the appropriate governmental office, any document or
instrument supplementing or confirming the Security Documents or
otherwise reasonably deemed necessary by Administrative Agent to
create, preserve or perfect any Security Interest purported to be
created by the Security Documents or to fully consummate the
transactions contemplated by the Loan Documents. The foregoing actions
by Borrower shall include, without limitation, (i) filing financing or
continuation statements, and amendments thereof, and executing such
mortgages, deeds of trust, assignments or security agreements, in form
and substance satisfactory to Administrative Agent; (ii) delivering to
Administrative Agent the original certificates of title for motor
vehicles, or applications therefor duly executed, with Administrative
Agent's Security Interest for the benefit of Lenders properly shown
thereon; (iii) delivering to Administrative Agent the originals of all
instruments, documents and chattel paper, and all other Collateral of
which Administrative Agent determines it should have physical
possession in order to perfect and protect Administrative Agent's
Security Interest for the benefit of Lenders therein, duly endorsed or
assigned to Administrative Agent without restriction; (iv) delivering

to Administrative Agent warehouse receipts covering any portion of the
Collateral located in warehouses and for which warehouse receipts are
issued; (v) transferring Inventory to warehouses designated by
Administrative Agent; (vi) delivering to Administrative Agent all
letters of credit on which Borrower is named beneficiary; (vii)
placing a durable notice of the existence of Administrative Agent's
Security Interest for the benefit of Lenders, acceptable to
Administrative Agent, upon such items of the Collateral as are
designated by Administrative Agent; and (viii) placing a notice of the
existence of Administrative Agent's Security Interest for the benefit
of Lenders, acceptable to Administrative Agent, upon those writings
evidencing the Collateral and the books and records of Borrower
pertaining to the Collateral, as designated by Administrative Agent.

13.12.2. COLLATERAL HELD BY WAREHOUSEMAN, BAILEE, ETC. If any
Collateral is at any time in the possession or control of a
warehouseman, bailee or any of Borrower's agents or processors (not
including any lessee or other person to whom Inventory is leased or
rented in the ordinary course of such Covered Person's business), then
Borrower shall notify Administrative Agent thereof and shall notify
such Person of Administrative Agent's Security Interest for the
benefit of Lenders in such Collateral and, upon Administrative Agent's
request, instruct such Person to hold all such Collateral for
Administrative Agent's account subject to Administrative Agent's
instructions. If at any time any Collateral is located on any premises
that are not owned by Borrower (not including any lessee or other
person to whom Inventory is leased or rented in the ordinary course of
such Covered Person's business, or other locations where Borrower is
not obligated to pay rent for up to 30 consecutive days) then Borrower
shall obtain or cause to be obtained written waivers or consents, in
form and substance satisfactory to Administrative Agent, of all
present and future Security Interests to which the owner or lessor or
any mortgagee of such premises may be entitled to assert against the
Collateral.

13.12.3. COMPLIANCE WITH TERMS OF SECURITY DOCUMENTS. Each Covered
Person shall comply with all of the terms, conditions and covenants in
the Security Documents to which such Covered Person is a party.

13.13. ACCOUNTING SYSTEM. Each Covered Person shall maintain a system of
accounting established and administered in accordance with GAAP. Without
limiting the generality of the foregoing:

13.13.1. ACCOUNT RECORDS. Each Covered Person shall maintain a record
of Accounts at its principal place of business that itemizes each
Account of such Covered Person and describe the names and addresses of
the Account Debtors on such Accounts, all relevant invoice numbers,
invoice dates, and shipping dates, and the due dates, collection
histories, and aging of such Accounts.

13.13.2. INVENTORY RECORDS. Each Covered Person shall maintain an
inventory system satisfactory to Administrative Agent.

13.13.3. TRACING OF PROCEEDS. Each Borrower shall maintain detailed
and accurate accounting and records of proceeds of the Loans and
transfers of proceeds of the Loans (i) received by it from the Lenders
or Administrative Agent, (ii) transferred from it to any other Covered
Person, and (iii) received by it from another Borrower. Each Borrower
acknowledges that its ability to obtain the Loans hereunder is made
possible by the fact that the Borrowers are co-borrowers under this
Agreement and the other Loan Documents, and are engaged in a common

enterprise. Each Borrower agrees that (i) the business operations of
each Borrower and each other Covered Person are interrelated and
complement one another, and such entities have a common business
purpose and common management, and (ii) the proceeds of Advances
hereunder will benefit each Borrower, severally and jointly,
regardless of which Borrower requests or receives part or all of any
Advance. Not in any way in limitation of any other provisions set
forth herein, such books and records may be reviewed and copied by the
Administrative Agent at Borrower's expense at reasonable intervals and
upon reasonable notice given by the Administrative Agent to Borrower.

13.14. FINANCIAL STATEMENTS. Borrower shall deliver to Administrative
Agent:

13.14.1. ANNUAL FINANCIAL STATEMENTS. Within 90 days after the close
of each fiscal year of Borrower, year-end reviewed consolidated and
consolidating financial statements of each Borrower and its
Subsidiaries, containing a balance sheet, income statement, statement
of cash flows and a report by an independent certified public
accounting firm selected by Borrower and satisfactory to
Administrative Agent together with all related tax returns and filings
(except for tax returns for which the required filing date has been
extended, in which case Borrower shall deliver such tax returns to
Administrative Agent simultaneously with the filing thereof in
accordance with such extension) and accompanied by (i) a Compliance
Certificate of Borrower, (ii) a certificate of the independent
certified public accounting firm that examined such financial
statements to the effect that they have reviewed and are familiar with
this Agreement and that, in examining such financial statements, they
did not become aware of any fact or condition which then constituted a
Default or Event of Default with respect to Section 15 herein, (iii)
the management letter and report on internal controls, if any,
delivered by such independent certified public accounting firm in
connection with their audit, and (iv) if requested by Administrative
Agent, any summary prepared by such independent certified public
accounting firm of the adjustments proposed by the members of its
audit team.

13.14.2. QUARTERLY FINANCIAL STATEMENTS. Within 45 days after the end
of each fiscal quarter of Borrower management-prepared unaudited
financial statements of each Borrower and every Subsidiary of a
Borrower for the fiscal quarters not covered by the latest year-end
financial statements, in each case containing a balance sheet, income
statement, statement of cash flows, and unaudited consolidated
financial statements of Borrower and its Subsidiaries, in each case
accompanied by (i) a statement comparing such financial statements
with budgeted projections for such fiscal quarter and for the elapsed
portion of the fiscal year of Borrower as contained in the annual
budget prepared for such fiscal year, (ii) a statement comparing the
statements delivered pursuant to clause (i) above with the statements
for the equivalent fiscal quarter and equivalent elapsed periods
during the prior fiscal year of Borrower, (iii) a management report
explaining the significant variances of the statements delivered
pursuant to clause (i) above from the budgeted projections for such
fiscal quarter and for the elapsed portion of Borrower's fiscal year
as contained in the annual budget prepared for such fiscal year, (iv)
a summary of significant items discussed at any meetings of the Board
of Directors of Borrower held during such fiscal quarter, and (v) a
Compliance Certificate.

Each Compliance Certificate shall be in the form of Exhibit 13.14, shall
contain detailed calculations of the financial measurements referred to in
Section 15 for the relevant periods, and shall contain statements by the signing
authorized officer (either the president, any vice president or the chief
financial officer) to the effect that, except as explained in reasonable detail
in such Compliance Certificate, (i) the attached Financial Statements are
complete and correct in all material respects (subject, in the case of Financial

Statements other than annual, to normal year-end audit adjustments and with
respect to Financial Statements other than annual, without footnote disclosures)
and have been prepared in accordance with GAAP applied consistently throughout
the periods covered thereby and with prior periods (except as disclosed
therein), (ii) all of the Representations and Warranties are true and correct as
of the date such certification is given as if made on such date, and (iii) there
is no Existing Default. If any Compliance Certificate delivered to Lenders
discloses that a representation or warranty is not true and correct, or that
there is an Existing Default that has not been waived in writing by Lender, such
Compliance Certificate shall state what action Borrower has taken or proposes to
take with respect thereto.

13.15. OTHER FINANCIAL INFORMATION. Borrower shall also deliver the
following to the Administrative Agent and to each Lender each in a form
satisfactory to Administrative Agent:

13.15.1. BORROWING BASE CERTIFICATE. On the Effective Date and
periodically thereafter, but not less often than monthly delivered
within 15 days following the end of each fiscal month, a Borrowing
Base Certificate in substantially the form of Exhibit 13.15.1 duly
completed and signed by the Chief Financial Officer or other Borrowing
Officer of the Borrowing Agent. If there is an Existing Default,
Borrower shall provide a Borrowing Base Certificate at least weekly
and more often if so requested by Administrative Agent in its sole and
absolute discretion. Each Borrowing Base Certificate shall be in the
form attached hereto as Exhibit 13.15.1. The Borrowing Base
Certificate shall also show the aggregate amount of Accounts and
Eligible Accounts of Xxxxxxx Select Integration Solutions, Inc. as
well as the aggregate amount of Lease-in-Process Inventory and
Lease-in-Process Inventory included as Eligible Accounts.

13.15.2. SCHEDULE OF ACCOUNTS AND SCHEDULE OF INVENTORY. Within five
days after the end of each fiscal month, a Schedule of Accounts and a
Schedule of Inventory. In addition, a Schedule of Inventory shall also
be provided within 20 days after the end of each fiscal month.

13.15.3. REPORT OF INDEBTEDNESS. Within 10 days after the end of each
fiscal month, a report summarizing all Indebtedness, including,
Permitted Indebtedness, and with respect thereto, the amounts
outstanding thereon, including interest and fees.

13.15.4. SALES REPORT. Within 10 days after the end of each fiscal
month, a report showing each item of Inventory sold or leased and each
payment received by Borrower for such fiscal month.

13.15.5. OTHER REPORTS OR INFORMATION CONCERNING ACCOUNTS OR
INVENTORY. Such other reports and information, in form and detail
reasonably satisfactory to Administrative Agent, and documents as
Administrative Agent may reasonably request from time to time
concerning Accounts or Inventory including, to the extent requested by
Administrative Agent, copies of all invoices, leases, bills of lading,
shipping receipts, purchase orders, and warehouse receipts.

13.15.6. STOCKHOLDER AND SEC REPORTS. Contemporaneously with their
filing by or on behalf of Borrower or any other Covered Person, copies
of any (i) proxy statements, financial statements and reports which
Borrower makes available to its stockholders, and (ii) reports,
registration statements and prospectuses with any securities exchange
or the Securities and Exchange Commission or any Governmental
Authority succeeding to any of its functions.

13.15.7. PENSION BENEFIT PLAN REPORTS. Promptly upon the request of
Administrative Agent at any time or from time to time, a copy of each
annual report or other filing or notice filed with respect to each
Pension Benefit Plan of a Covered Person or an ERISA Affiliate of a
Covered Person.

13.15.8. TAX RETURNS. Promptly upon the request of Administrative
Agent at any time or from time to time, a copy of each federal, state,
or local tax return or report filed by any Covered Person.

13.15.9. LOCATIONS OF INVENTORY REPORT. Within ten (10) days after the
end of each fiscal month, a listing, by jurisdiction (including
counties) of the locations of Inventory.

13.15.10. OTHER INFORMATION. Promptly upon the request of
Administrative Agent at any time or from time to time, such other
information concerning Borrower, its business and/or financial
condition as Administrative Agent may reasonably request.

13.16. REVIEW OF ACCOUNTS. Not less often than annually, and promptly at
Administrative Agent's request if there is an Existing Default, Borrower
shall conduct a review of its Accounts, bad debt reserves, and collection
histories of Account Debtors and promptly following such review provide
Administrative Agent with a report of such review in form and detail
satisfactory to Administrative Agent.

13.17. INVENTORY. Not less often than annually, and promptly at
Administrative Agent's request if there is an Existing Default, Borrower
shall conduct a physical count of its and each other Covered Person's
Inventory and promptly following the completion of such count provide
Administrative Agent with a report thereof in form and detail satisfactory
to Administrative Agent, including the value of such Inventory in
accordance with GAAP.

13.18. ANNUAL PROJECTIONS. No less than 30 days prior to the first day of
each fiscal year of all Borrowers, projected balance sheets, statements of
income and expense, and statements of cash flows for such fiscal year and
the fiscal year immediately thereafter, on a consolidated basis, and with
such other detail as Administrative Agent may require.

13.19. OTHER INFORMATION. Upon the request of Administrative Agent,
Borrower shall promptly deliver to Administrative Agent such other
information about the business, operations, revenues, financial condition,
property, or business prospects of Borrower and every other Covered Person
as Administrative Agent may, from time to time, reasonably request.

13.20. EXAMINATIONS AND SITE VISITS BY ADMINISTRATIVE AGENT. Administrative
Agent or Persons authorized by and acting on behalf of Administrative Agent
or any Lender may at any time (upon reasonable prior notice, except if
there is an Existing Default, no prior notice shall be required) during
normal business hours examine the books, records, and assets of, and
inspect any of the property, locations or operations of, each Covered
Person from time to time, and in the course thereof may make copies or
abstracts of such books and records and discuss the affairs, finances and
books and records of such Covered Person with its accountants, officers and
employees, and make such inspections as it deems necessary. Administrative
Agent anticipates taking such action at least three (3) times in each
fiscal year of Borrower. Each Covered Person shall cooperate with
Administrative Agent, Lenders and such Persons in the conduct of such
exams, site visits and inspections and shall deliver to Administrative
Agent any instrument necessary for Administrative Agent to obtain records
from any service bureau maintaining records for such Covered Person.
Administrative Agent may, while there is an Existing Default, perform as
many as examinations as it may choose, and Borrower is required to
reimburse Administrative Agent for all fees, costs and expenses incurred in
connection therewith.

13.21. VERIFICATION OF ACCOUNTS AND NOTICES TO ACCOUNT DEBTORS.
Administrative Agent shall have the right at any time and from time to
time, to verify the validity and amount of any Account and any other matter
relating to an Account, by communicating in writing or orally directly with
the Account Debtor or any Person who represents or Administrative Agent
believes represents the Account Debtor.

13.22. APPRAISALS OF COLLATERAL. At Borrower's sole cost and expense,
Administrative Agent or Persons authorized by and acting on behalf of
Administrative Agent may, no more than one time per calendar year so long
as there is no Existing Default, perform or have performed on its behalf an
appraisal of Borrower's Inventory, equipment, and other assets by an
appraiser reasonably acceptable to Administrative Agent and prepared on a
basis reasonably satisfactory to Administrative Agent. So long as there is
an Existing Default, Administrative Agent or Persons authorized by and
acting on behalf of Administrative Agent may, at Borrower's sole cost and
expense, as often as Administrative Agent deems desirable, perform or have
performed on its behalf an appraisal of Borrower's Inventory, equipment,
and other assets by an appraiser reasonably acceptable to Administrative
Agent and prepared on a basis reasonably satisfactory to Administrative
Agent. Each Covered Person shall cooperate with Administrative Agent and
such Persons in the conduct of such appraisals and shall deliver to
Administrative Agent or such Persons any documents or instruments necessary
for Administrative Agent or such Person's to perform such appraisals.
Borrower shall reimburse Administrative Agent for all costs and reasonable
expenses actually incurred by it in conducting or having conducted each
such appraisal plus Administrative Agent's other actual out-of-pocket costs
and expenses.

13.23. ACCESS TO OFFICERS AND AUDITORS. Each Covered Person shall permit
Administrative Agent, any Lender and Persons authorized by Administrative
Agent or any Lender to discuss the business, operations, revenues,
financial condition, property, or business prospects of such Covered Person
with its officers, employees, accountants and independent auditors as often
as Administrative Agent or any Lender may request in its reasonable
discretion, and such Covered Person shall direct such officers, employees,
accountants and independent auditors to cooperate with Administrative
Agent.

13.24. MOVEMENT OF INVENTORY. Borrower shall notify Administrative Agent in
writing if Borrower has knowledge that any Inventory will be located for
more than thirty (30) consecutive days outside any of the locations listed
in section 11.32.2 of the Disclosure Schedule.

13.25. TITLED ASSETS. After an Event of Default, Borrower shall cause the
respective titles of all Collateral which are titled in the name of any
Covered Person to reflect thereon that Administrative Agent, as agent for
itself and the other Lenders, as the first and only lienholder thereon, and
shall deliver, at Administrative Agent's request, originals of all such
titles to Administrative Agent.

13.26. ACQUISITION DOCUMENTS. Borrower shall fully perform all of its
obligations under all Acquisition Documents, and shall enforce all of its
rights and remedies thereunder, in each case as it deems appropriate in its
reasonable business judgment; provided, however, that Borrower shall not
take any action or fail to take any action which would result in a waiver
or other loss of any material right or remedy of Borrower thereunder.
Without limiting the generality of the foregoing, Borrower shall take all
action necessary or appropriate to permit, and shall not take any action
which would have any adverse effect upon, the full enforcement of all

indemnification rights under all the Acquisition Documents. Borrower shall
notify Administrative Agent in writing promptly after Borrower becomes
aware thereof, of any event or fact which could give rise to a claim by it
for indemnification under any of the Acquisition Documents for an amount in
excess of $1,000,000, and shall diligently pursue such right and promptly
report to Administrative Agent on all further developments with respect
thereto. Borrower shall remit directly to Administrative Agent, for
application to the Loan Obligations in such order as Administrative Agent
determines, all amounts received by Borrower as indemnification or
otherwise pursuant to the Acquisition Documents. If Borrower fails after
Administrative Agent's demand to pursue diligently any right under any of
the Acquisition Documents, or if there is an Existing Default, then
Administrative Agent may directly enforce such right in its own or
Borrower's name and may enter into such settlements or other agreements
with respect thereto as Administrative Agent determines in its reasonable
judgment. Notwithstanding the foregoing, Borrower shall at all times remain
liable to observe and perform all of its duties and obligations under all
the Acquisition Documents, and Administrative Agent's exercise of any of
its rights with respect to the Collateral shall not release Borrower from
any of such duties or obligations. Administrative Agent shall not be
obligated to perform or fulfill any of Borrower's duties or obligations
under any of the Acquisition Documents or to make any payment thereunder,
or to make any inquiry as to the sufficiency of any payment or property
received by it thereunder or the sufficiency of performance by any party
thereunder, or to present or file any claim, or to take any action to
collect or enforce any performance or payment of any amounts, or any
delivery of any property.

13.27. FURTHER ASSURANCES. Borrower shall execute and deliver, or cause to
be executed and delivered, to Administrative Agent such documents and
agreements, and shall take or cause to be taken such actions, as
Administrative Agent may from time to time request to carry out the terms
and conditions of this Agreement and the other Loan Documents.

14. NEGATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid in cash, Borrower shall not, directly or indirectly, do
any of the following, or permit any other Borrower or any other Covered Person
to do any of the following, without the prior written consent of Required
Lenders:

14.1. INVESTMENTS. Make any Investments in any other Person except the
following:

14.1.1. Investments in (i) interest-bearing United States government
obligations; (ii) certificates of deposit issued by any Lender; (iii)
prime commercial paper rated A1 or better by Standard and Poor's
Corporation or Prime P1 or better by Xxxxx'x Investor Service, Inc.;
(iv) agreements involving the sale to Borrower of United States
government securities and their guarantied repurchase the next
Business Day by a commercial bank chartered under the Laws of the
United States or any state thereof which has capital and surplus of
not less than $500,000,000, or (v) certificates of deposit issued by
and time deposits with any commercial bank chartered under the Laws of
the United States or any state thereof which has capital and surplus
of not less than $500,000,000.

14.1.2. Accounts arising in the ordinary course of business and
payable in accordance with Borrower's customary trade terms.

14.1.3. Any Investments that are Permitted Acquisitions.

14.1.4. Investments existing on the Execution Date and disclosed in
Section 11.19 of the Disclosure Schedule.

14.1.5. Notes or securities received by a Covered Person in settlement
of Indebtedness of other Persons to such Covered Person that was
incurred in the ordinary course of such Covered Person's business.

14.1.6. Investments by any Covered Person in any other Covered Person.

14.2. INDEBTEDNESS. Create, incur, assume, or allow to exist any
Indebtedness of any kind or description, except the following:

14.2.1. Excluding the Other Creditor Indebtedness, Indebtedness to
trade creditors incurred in the ordinary course of business.

14.2.2. The Loan Obligations.

14.2.3. The Other Creditor Indebtedness if an Intercreditor Agreement
remains in effect with respect thereto.

14.2.4. Indebtedness secured by Permitted Security Interests.

14.2.5. Indebtedness (except for bona fide inter-company sales of
Inventory) of any Borrower or Subsidiary to any other Borrower or
Subsidiary only if complete and accurate records of such Indebtedness
are maintained by each such Borrower, and such Indebtedness, if it is
in excess of $5,000,000 in the aggregate in any given case, shall be
evidenced by a promissory note and collaterally assigned and pledged
to the Administrative Agent for the benefit of the Lenders pursuant to
documents satisfactory to Administrative Agent.

14.2.6. Indebtedness constituting Liabilities (as defined by GAAP)
under any Capital Lease under which a Covered Person is a lessee
existing on the Execution Date and disclosed in Section 11.24 of the
Disclosure Schedule which is acceptable to Administrative Agent and is
subject to an Intercreditor Agreement unless Administrative Agent, in
its sole and absolute discretion, waives the requirement for an
Intercreditor Agreement with respect to any particular Other Creditor
Indebtedness, and any Capital Leases under which a Covered Person is a
lessee entered into by any Covered Person after the Execution Date for
capital assets which are subject to Intercreditor Agreements unless
Administrative Agent, in its sole and absolute discretion, waives the
requirement for an Intercreditor Agreement with respect to any
particular Other Creditor Indebtedness, up to $25,000,000 in the
aggregate outstanding at any one time (such amount to be calculated as
the amount which would have been the aggregate cost of the property
leased if it had been purchased rather than leased).

14.2.7. Indebtedness of each of Technology Integration Financial
Services, Inc. and Val Tech Computer Systems, Inc. incurred in
connection with the Funded Lease Portfolio, which is either recourse
or nonrecourse to Technology Integration Financial Services, Inc. and
Val Tech Computer Systems, Inc., as the case may be, and which is
secured solely by the equipment subject to the lease included in the
Funded Lease Portfolio and the cash and insurance proceeds thereof and
the rental and income arising from such equipment (collectively, the
"TIFS/VALTECH Debt").

14.2.8. The Subordinated Indebtedness if a Subordination Agreement
remains in effect with respect thereto and the Subordinated
Indebtedness contains terms and provisions acceptable to
Administrative Agent.

14.2.9. Indebtedness constituting deferred compensation to Borrower's
employees incurred in the ordinary course of business for actual
services rendered and which is reflected on the most recent Financial
Statements.

14.3. PAYMENTS ON OTHER CREDITOR INDEBTEDNESS; TIFS/VALTECH DEBT;
SUBORDINATED INDEBTEDNESS. Make any nonscheduled prepayment of principal or
interest on any Other Credit Indebtedness or TIFS/VALTECH Debt unless both
immediately before and after giving effect to any such prepayment, there
shall be no Default or Event of Default; make any payment on the
Subordinated Indebtedness unless expressly permitted by the Subordination
Agreement; or Modify, amend, supplement, compromise, satisfy, release or
discharge any of the Subordinated Indebtedness Documents (except as allowed
by the Subordination Agreement), any collateral securing the same, or any
Person liable directly or indirectly with respect thereto.

14.4. PREPAYMENTS. Voluntarily prepay any Indebtedness other than (a) the
Loan Obligations in accordance with the terms of the Loan Documents, (b)
trade payables in the ordinary course of business consistent with past
practices, (c) as permitted by Section 14.3.

14.5. INDIRECT OBLIGATIONS. Create, incur, assume or allow to exist any
Indirect Obligations except Indirect Obligations existing on the Execution
Date and disclosed on section 11.21 of the Disclosure Schedule.

14.6. SECURITY INTERESTS. Create, incur, assume or allow to exist any
Security Interest upon all or any part of its property, real or personal
(including, without limitation, intangible property), now owned, leased or
hereafter acquired or leased, except the following:

14.6.1. Security Interests for taxes, assessments or governmental
charges not delinquent or being diligently contested in good faith and
by appropriate proceedings and for which adequate book reserves in
accordance with GAAP are maintained.

14.6.2. Security Interests arising out of deposits in connection with
workers' compensation insurance, unemployment insurance, old age
pensions, or other social security or retirement benefits legislation.

14.6.3. Deposits or pledges to secure bids, tenders, contracts (other
than contracts for the payment of money), leases, statutory
obligations, surety and appeal bonds, and other obligations of like
nature arising in the ordinary course of business.

14.6.4. Security Interests imposed by any Law, such as mechanics',
workmen's, materialmen's, landlords', carriers', or other like
Security Interests arising in the ordinary course of business which
secure payment of obligations which are not past due or which are
being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP are maintained
on such Covered Person's books.

14.6.5. Security Interests on Inventory in favor of the holders of any
of the Other Creditor Indebtedness which such Security Interests are
subject to Intercreditor Agreements unless Administrative Agent, in
its sole and absolute discretion, waives the requirement for an
Intercreditor Agreement with respect to any particular Other Creditor
Indebtedness.

14.6.6. Security Interests resulting from a judgment or order entered
against a Covered Person which is not final and non-appealable,

provided the loss of the property subject to such Security Interest
could not reasonably be expected to have a Material Adverse Effect.

14.6.7. Security Interests securing the TIFS/VALTECH Debt.

14.6.8. Security Interests securing the Loan Obligations in favor of
Administrative Agent for the benefit of Lenders.

14.6.9. Security Interests existing on the Execution Date that are
disclosed in section 11.32 of the Disclosure Schedule and are
satisfactory to Lenders.

14.7. ACQUISITIONS. Acquire stock, membership interests, partnership
interests or any other equity interest in a Person, or acquire all or
substantially all of the assets of a Person (including without limitation
assets comprising all or substantially all of an unincorporated business
unit or division of any Person), except for Permitted Acquisitions.
"Permitted Acquisition" means an acquisition of the stock, membership
interests, partnership interests, or any other equity interest in a Person,
or the acquisition of all or substantially all of the assets of a Person
(including without limitation assets comprising all or substantially all of
an unincorporated business unit or division of any Person), which satisfies
each of the following conditions: (i) a Borrower is the Acquiring Company,
(ii) if the acquisition is structured as a merger, a Borrower is the
Surviving Company, (iii) the Target Company is in a substantially similar
line of business as a Borrower; (iv) there is no Existing Default, and no
Default or Event of Default will occur or is reasonably likely to occur as
a result of or due to such acquisition, (v) the Maximum Available Amount
exceeds the Aggregate Revolving Loan by at least $5,000,000 after giving
effect to such acquisition, (vi) the purchase price, including Seller
notes, assumed indebtedness or similar items, but excluding any deferred
purchase price or earn-outs, together with all expenses incurred in
connection with such acquisition does not exceed $15,000,000 per
acquisition, and $20,000,000 per calendar year, (vii) simultaneously with
the closing of such acquisition, the Target Company (if such Permitted
Acquisition is structured as a purchase of equity) or the Surviving Company
(if such Permitted Acquisition is structured as a purchase of assets or a
merger) executes and delivers to Administrative Agent (a) such documents
necessary to grant to Administrative Agent for the benefit of the Lenders a
first priority Security Interest in all of the assets of such Target
Company or Surviving Company (including the execution of an Acquisition
Documents Assignment), each in form and substance satisfactory to
Administrative Agent and (b) an unlimited Guaranty of the Loan Obligations,
or at the option of Administrative Agent in Administrative Agent's absolute
discretion, a joinder agreement satisfactory to Administrative Agent in
which such Target Company or Surviving Company becomes a Borrower under
this Agreement and assumes primary, joint and several liability for the
Loan Obligations, (viii) prior to the closing of such acquisition, a
Responsible Officer of Borrower delivers to Administrative Agent a
certificate certifying that such acquisition is a Permitted Acquisition,
(ix) such acquisition is friendly, rather than hostile, in nature, and (x)
Borrower has, no less than 15 days prior to making such acquisition,
prepared and furnished to Administrative Agent the proforma financial
statements described below for the Target Company (if such acquisition is
structured as a purchase of equity) or the Surviving Company (if such
acquisition is structured as a purchase of assets or a merger),
demonstrating to the satisfaction of Administrative Agent that the Target
Company, all Surviving Companies, and each Borrower, as the case may be,
will be Solvent upon consummation of such acquisition and upon the passage
of time thereafter, and that none of the covenants in Section 15 will be
violated as a consequence of such acquisition or with the passage of time
thereafter, and a certificate demonstrating that the Maximum Available
Amount and the availability under the Term Loan will be great enough to
allow a Revolving Loan Advance and/or a Term Loan Advance to be made in the
amount Borrower will request in connection with the closing of such

Permitted Acquisition, and Borrower has also provided to Administrative
Agent, no less than 15 days prior to making such acquisition, copies of the
audited financial statements (if available, or unaudited financial
statements if no audited financial statements exist) for the Target Company
for the three fiscal years most recently ended and, to the extent
available, for each of the completed fiscal quarters in the then current
fiscal year. The proforma financial statements referred to in clause (x)
shall contain consolidated and consolidating balance sheets, income
statements, statements of cash flows and such other reports and disclosures
of each Borrower as well as the Target Company (if such Permitted
Acquisition is structured as a purchase of equity) or the Surviving Company
(if such Permitted Acquisition is structured as a purchase of assets or a
merger) and shall cover such forecast periods (up to 36 months from the
proposed effective date of such Permitted Acquisition), as Administrative
Agent may in its discretion require.

14.8. BAILMENTS; CONSIGNMENTS; WAREHOUSING. Store any Inventory with a
bailee, warehouseman, consignee or pursuant to an express or implied
agreement establishing a bailment or consignment of Inventory or similar
arrangement, unless Administrative Agent has received a written
acknowledgment satisfactory to Administrative Agent from the third party
involved which acknowledges the prior perfected Security Interest of
Administrative Agent for the benefit of Lenders in such Inventory.

14.9. DISPOSAL OF PROPERTY. Sell, transfer, exchange, or otherwise dispose
of any of its assets. Notwithstanding the foregoing unless a Default or
Event of Default has occurred and is continuing (in which case any of the
following shall be prohibited), Borrower may sell, transfer or otherwise
dispose of Inventory or equipment in the ordinary course of business
consistent with past practice, provided that all proceeds of such sales,
transfers or other dispositions shall be deposited into the Lockboxes.

14.10. DISTRIBUTIONS. Directly or indirectly declare or make, or incur any
liability to make, any Distribution to any Person. For purposes of this
Section, a "Distribution" means and includes (i) any cash dividend or
payment, (ii) any acquisition or redemption of any outstanding stock or
other equity interest, (iii) any retirement or prepayment of debt
securities before their regularly scheduled maturity dates, other than as
expressly permitted by this Agreement, (iv) any loan or advance to a
shareholder, partner, or member other than split-dollar life insurance
policies and advances for travel or similar expenses made in the ordinary
course of business, and (v) any compensation payment to a shareholder or
partner in excess of (a) normal compensation plus (b) bonus compensation
based on the actual performance of Borrower or the actual performance of
any such shareholder or partner for services actually rendered.

14.11. REDEMPTIONS. Directly or indirectly redeem any preferred stock or
any common stock, partnership interest (of any type or class) or membership
interest (of any type or class) of any Covered Person.

14.12. CHANGE OF CONTROL. In the case of Xxxxxxx Computer Resources, Inc.,
merge or consolidate with or into another Person, or permit any Person or
Group, to become the record or beneficial owner, directly or indirectly, on
a fully diluted basis, of securities representing 50% or more of the voting
power of Xxxxxxx Computer Resources, Inc.'s then outstanding securities
having the power to vote or 50% or more of Xxxxxxx Computer Resources,
Inc.'s then outstanding capital stock, or to acquire the power to elect a
majority of the Board of Directors of Xxxxxxx Computer Resources, Inc. In
the case of any Covered Person other than Xxxxxxx Computer Resources, Inc.,
merge or consolidate with or into another Person, or permit any Person or
Group, other than one or more other Borrowers, to become the record or
beneficial owner, directly or indirectly, on a fully diluted basis, of any

securities representing any of the voting power of such Covered Person or
any of such Covered Person's then outstanding capital stock or other equity
interests, or to acquire the power to elect any Person to the Board of
Directors (or other management position in the case of Covered Persons
which are not corporation) of such Covered Person.

14.13. CAPITAL STRUCTURE; EQUITY SECURITIES. Make any change in the capital
structure of any Covered Person; change any Charter Documents of any
Covered Person which has or is reasonably likely to have a Material Adverse
Effect on any Covered Person or which will or is reasonably likely to cause
a Default or Event of Default; or issue or create any stock or other equity
interest (or class or series thereof), or non-equity interest that is
convertible into stock or other equity interest (or class or series
thereof), in any Covered Person , except stock, membership interests,
partnership interests or other equity interests (or class or series
thereof) that are subordinated in right of payment to all the Loan
Obligations in a manner satisfactory to Administrative Agent.

14.14. CHANGE OF STATE OF FORMATION; CHANGE OF NAME. Make any change in the
state of incorporation or formation of organization of any Covered Person,
change its type of legal entity, or change its legal name as it appears on
any certificates or articles of organization or formation. Make any change
in the trade names or styles under which a Covered Person will sell
Inventory or create Accounts, or to which instruments in payment of
Accounts may be made payable, except in accordance with the terms of
Section 13.10.9 with at least 30 days prior written notice to
Administrative Agent of such change (unless Administrative Agent agrees in
writing to a shorter period).

14.15. CHANGE OF BUSINESS. Engage in any business other than substantially
as conducted by a Borrower on the Effective Date.

14.16. TRANSACTIONS WITH AFFILIATES. Enter into or be a party to any
transaction or arrangement, including the purchase, sale or exchange of
property of any kind or the rendering of any service, with any Affiliate,
or make any loans or advances to any Affiliate. If there is no Existing
Default, however, each Covered Person may engage in such transactions with
an Affiliate in the ordinary course of business and pursuant to the
reasonable requirements of its business and on fair and reasonable terms
substantially as favorable to it as those which it could obtain in a
comparable arm's-length transaction with a non-Affiliate. No Borrower shall
make any loan or advance to any shareholder, member or partner of any
Borrower, other than split-dollar life insurance policies and advances for
travel or similar expenses made in the ordinary course of business, or
permit any shareholder, member or partner of any Borrower to incur any
Indebtedness to any Borrower (other than travel and similar advances in the
ordinary course of business).

14.17. OPERATING LEASES. Incur monthly rental payments under all Operating
Leases in excess of $1,000,000 in the aggregate in any month.

14.18. CONFLICTING AGREEMENTS. Enter into any agreement, that would, if
fully complied with by it, result in a Default or Event of Default either
immediately or upon the elapsing of time.

14.19. INVESTMENT BANKING AND FINDER'S FEES. Pay or agree to pay, or
reimburse any other party with respect to, any investment banking or
similar or related fee, underwriter's fee, finder's fee, or broker's fee to
any Person in connection with this Agreement.

14.20. SALE AND LEASEBACK TRANSACTIONS. Enter into any agreement or
arrangement with any Person providing for any Covered Person to lease or
rent property that Borrower has or will sell or otherwise transfer to such
Person.

14.21. NEW SUBSIDIARIES. Organize, create or acquire any Subsidiary unless
it is part of a Permitted Acquisition or Borrower has obtained the prior
written consent of Administrative Agent thereto (which consent shall not be
unreasonably withheld) and contemporaneously with the organization,
creation or acquisition of such Subsidiary, if permitted hereunder or
otherwise consented to by Administrative Agent, the applicable Covered
Person and such Subsidiary executes and delivers to Administrative Agent
for the benefit of Lenders the following additional documents: an unlimited
Guaranty of the Loan Obligations by such Subsidiary, a pledge of the
capital stock, partnership interests, or membership interests of such
Covered Person in such Subsidiary, and other Security Documents requested
by Administrative Agent so as to grant Administrative Agent, for the
benefit of the Lenders, a perfected, first priority security interest in
all real and personal property of such Subsidiary.

14.22. FISCAL YEAR. Change its fiscal year.

14.23. LEASES. Enter into any Capital Leases except as permitted by Section
14.2.

14.24. S CORPORATION STATUS. Any Covered Person elects under Section
1362(a) of the Code to be treated as an S corporation.

14.25. DEPRECIATION METHODOLOGY. Change the depreciation schedule or
depreciation methodology for any Inventory, equipment or other assets.

14.26. TAX CONSOLIDATION. File or consent to the filing of any consolidated
income tax return with any Person other than another Borrower.

14.27. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT ON COVERED PERSON.
Enter into any transaction which has or is reasonably likely to have a
Material Adverse Effect on any Covered Person; or enter into any
transaction, or take or contemplate taking any other action, or omit or
contemplate omitting to take any action, which any Responsible Officer
knows, or reasonably should know, is likely to cause a Default or Event of
Default hereunder.

14.28. STORAGE. Store any Inventory or equipment at any location other than
as set forth on section 11.32.2 of the Disclosure Schedule; maintain its
chief executive office at any location other than as set forth on section
11.33.1 of the Disclosure Schedule.

14.29. LIKE-KIND EXCHANGE. Borrower shall not complete or attempt to
complete any "like-kind exchange" (as such term is defined in the Code or
applicable regulations) with respect to any Collateral on which
Administrative Agent has a first priority Security Interest.

15. FINANCIAL COVENANTS.

15.1. SPECIAL DEFINITIONS. As used in this Section 15 and elsewhere herein,
the following capitalized terms have the following meanings:

"Capital Expenditure"-- an expenditure for an asset that must be
depreciated or amortized under GAAP, for goodwill, or for any asset that under
GAAP must be treated as a capital asset. An expenditure for purposes of this
definition includes any deferred or seller financed portion of the purchase
price of an asset and includes the Capital Expenditure Equivalent of a Capital
Lease. Capital Expenditures do not include the amount expended in connection

with any Permitted Acquisition or any expenditure made with insurance proceeds
to the extent used to replace or repair damaged fixed assets and plant
equipment.

"Capital Expenditure Equivalent" of a Capital Lease is the amount which
would have been the aggregate cost of the property leased if it had been
purchased rather than leased.

"Current Assets" has the meaning assigned to such term under GAAP.

"Current Liabilities" has the meaning assigned to such term under GAAP.

"EBITDA" means, for any period of calculation, an amount equal to (A) the
sum of (i) Net Income, (ii) Interest Expense, (iii) income tax expense, (iv)
depreciation expense, and (v) amortization expense, plus (B), the sum of (i) all
nonrecurring losses, and (ii) all extraordinary losses not otherwise related to
the continuing operations of the Borrower, minus (C) the sum of (i) all
nonrecurring gains, and (ii) all extraordinary gains and income not otherwise
related to the continuing operations of the Borrower.

"Fixed Charges" means, for any period of calculation, the sum of (i)
Interest Expense, (ii) the sum of all scheduled principal payments on long term
Indebtedness of Borrower (including mandatory payments on the Term Loan, but
excluding all scheduled principal payments on the Subordinated Indebtedness (so
long as there is no breach by the Subordinated Lender or the Borrower to any
Subordination Agreement) and current maturities of "leasehold indebtedness" as
determined under GAAP), (iii) federal, state and local income taxes paid, and
(iv) Capital Expenditures (excluding permitted expenditures for Permitted
Acquisitions or acquisitions otherwise consented to in writing by Required
Lenders), (v) dividends and distributions paid or declared, and (vi) the sum of
all scheduled payments under all Capital Leases.

"Funded Lease Portfolio" means the total amount of current lease payments
in regards to Inventory, calculated in accordance with GAAP, which Borrower
either has (i) sold 100% of the payment stream and agreed to service the lease,
or (ii) assigned the lease, and in either case is either recourse or nonrecourse
to Borrower.

"Intangibles" means at any date, all general intangibles (as that term is
defined in the UCC); accounts receivable and advances due from officers,
directors, members, owners, employees, stockholders and Affiliates; leasehold
improvements net of depreciation; licenses; good will; prepaid expenses; escrow
deposits; covenants not to compete; the excess of cost over book value of
acquired assets; franchise fees; organizational costs; finance reserves held for
recourse obligations; capitalized research and development costs; and such other
similar items as Administrative Agent may from time to time determine in
Administrative Agent's sole discretion.

"Interest Expense" means for any period of calculation, all interest,
whether paid in cash or accrued as a liability, but without duplication, on
Total Indebtedness during such period.

"Net Income" means, for any period of calculation, "net income" as
determined in accordance with GAAP.

"Tangible Net Worth" means, at any date, (a) (i) Total Assets plus (ii)
Subordinated Indebtedness (so long as there is no breach by the Subordinated
Lender or the Borrower to any Subordination Agreement), minus (b) the sum of (i)
-----
Intangibles plus (ii) Total Liabilities.
----

"Total Assets" means the sum of all assets as presented in the balance
sheet in Borrower's most recent combined Financial Statements delivered to
Administrative Agent and each of the Lenders as required hereunder.

"Total Funded Indebtedness" means the sum of the following, without
duplication, (i) outstanding principal and interest of the Loans (including any
fees paid to Administrative Agent or any Lender in connection with the execution
and delivery of this Agreement) (ii) the face amount of any letters of credit
issued on the account of any Borrower, (iii) the aggregate outstanding principal
balance of all other Indebtedness for borrowed money, including, without
limitation, for floorplan financing and the Capital Expenditure Equivalent ,
(iv) the maximum amount payable under any guaranty executed by a Borrower, and
(v) the outstanding principal and interest balance of all TIFS/VALTECH Debt.

"Total Lease Portfolio" means the total amount of current lease payments in
regards to Inventory, calculated in accordance with GAAP.

"Total Liabilities" means the sum of all liabilities as presented in the
balance sheet in Borrower's most recent combined Financial Statements delivered
to Administrative Agent and each of the Lenders as required hereunder (including
as liabilities, all reserves required under GAAP for contingencies and other
potential liabilities) plus all Indebtedness or Borrower not otherwise reported
thereon but excluding the Subordinated Indebtedness (so long as there is no
breach by the Subordinated Lender or the Borrower to any Subordination
Agreement).

All other capitalized terms used in this Section 15 shall have their meanings
and shall be determined under GAAP. All calculations shall be for the
Borrowers and their respective Subsidiaries on a consolidated basis. For the
purposes of calculating EBITDA (and each of the components thereof); Interest
Expense and Net Income; except as otherwise specified, the calculation period
shall be the four fiscal quarter period immediately prior to the date of
calculation. For the purposes of calculating the amount of Total Indebtedness
in this Section 15, each scheduled payment of interest and principal on any of
the Loans made on the first of a month shall be deemed to have been made on the
immediately preceding day.

Upon completion of a Permitted Acquisition, the Target Company shall be included
in each of these covenants contained in this Section on a pro-forma basis,
including for periods prior to the completion of any such Permitted Acquisition.

15.2. MINIMUM TANGIBLE NET WORTH. Each Borrower covenants that Tangible Net
Worth on the last day of each fiscal quarter shall be no less than (i) as
of July 5, 2001, not less than Ninety Million Dollars ($90,000,000), and
(ii) as of any fiscal quarter end thereafter, an amount of not less than
the sum of (x) Seventy Five Percent (75%) of Net Income during the fiscal
quarter then-ended plus (y) the minimum Tangible Net Worth required as of
the prior fiscal quarter end (if Net Income is a negative number for any
fiscal quarter (e.g. a loss), such amount shall not reduce Borrower's
tangible Net Worth for that fiscal quarter, and shall be disregarded for
all future Tangible Net Worth calculations so that any such negative number
shall not reduce the minimum Tangible Net Worth required hereunder for any
subsequent fiscal quarter).

15.3. MAXIMUM TOTAL LIABILITIES TO TANGIBLE NET WORTH. Each Borrower
covenants that the ratio of Total Liabilities to Tangible Net Worth for the
preceding four fiscal quarters then ended, calculated as of the last day
thereof, shall not be more than 3.00 to 1.00.

15.4. MINIMUM CURRENT RATIO. Each Borrower covenants that the ratio of
Borrower's Current Assets to Current Liabilities for the preceding four
fiscal quarters then ended, calculated as of the last day thereof, shall
not be less than 1.20:1.00.

15.5. MINIMUM NET INCOME AFTER TAX. Each Borrower covenants that its Net
Income as a percentage of net sales as set forth in its income statement,
calculated as of the last day of each fiscal quarter for the four fiscal
quarter period then ended, shall be no less than 2.50%.

15.6. MINIMUM FIXED CHARGE COVERAGE. Each Borrower covenants that the ratio
of Borrower's EBITDA less Capital Expenditures to Fixed Charges, calculated
as of the last day of each fiscal quarter for the four fiscal quarter
period then ended: (i) shall be no less than 1.50:1.00 for any fiscal
quarter ending after the Effective Date and on or before January 5, 2002,
(ii) shall be no less than 1.75:1.00 for any fiscal quarter ending after
January 5, 2002 and on or before January 5, 2003, and (iii) shall be no
less than 2.00:1.00 for any fiscal quarter ending after January 5, 2003.

15.7. MAXIMUM TOTAL FUNDED INDEBTEDNESS TO EBITDA. Each Borrower covenants
that the ratio of Total Funded Indebtedness to EBITDA, calculated as of the
last day of each fiscal quarter for the four fiscal quarter period then
ended: (i) shall be no more than 4.00:1.00 for any fiscal quarter ending
after the Effective Date and on or before January 5, 2002, (ii) shall be no
more than 3.75:1.00 for any fiscal quarter ending after January 5, 2002 and
on or before January 5, 2003, and (iii) shall be no more than 3.50:1.00 for
any fiscal quarter ending after January 5, 2003.

15.8. TOTAL LEASE PORTFOLIO TO FUNDED LEASE PORTFOLIO. Each Borrower
covenants that the ratio of Total Lease Portfolio to Funded Lease
Portfolio, calculated as of the last day of each fiscal quarter: (i) shall
be no more than 2.00:1.00 for any fiscal quarter ending after the Effective
Date and on or before January 5, 2002, (ii) shall be no more than 1.75:1.00
for any fiscal quarter ending after January 5, 2002 and on or before
January 5, 2003, and (iii) shall be no more than 1.50:1.00 for any fiscal
quarter ending after January 5, 2003.

16. DEFAULT.

16.1. EVENTS OF DEFAULT. Any one or more of the following shall constitute
an event of default (an "Event of Default") under this Agreement:

16.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST. Failure of Borrower to
pay interest accrued on any of the Loans when due. Failure of the
Borrower to pay any principal of the Loans when due; provided,
however, it shall not be an Event of Default with respect to any
Floorplan Loan or Interim Floorplan Loan until the Borrower fails to
pay any principal amount due thereon by the final stated date for it
being due and payable as set forth in the applicable Statement of
Transaction.

16.1.2. FAILURE TO PAY CERTAIN OTHER AMOUNTS OWED TO LENDERS. Failure
of Borrower to pay any of the Loan Obligations (other than principal
of the Loans or interest accrued thereon and other than Administrative
Agent's costs and expenses Borrower is required to pay pursuant to the
terms of Section 13.20 and Section 13.22) within 5 days after the date
when due.

16.1.3. FAILURE TO PAY EXAMINATION AND APPRAISAL COSTS. Failure of
Borrower to pay any of Administrative Agent's costs and expenses
required to be paid by Borrower pursuant to the terms of Section 13.20
and Section 13.22 within 10 days after the date when due.

16.1.4. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS. Failure of any
Covered Person to make any payment due on Indebtedness of such Covered
Person which such Indebtedness is over $1,000,000 in the aggregate to
Persons (other than Indebtedness owed to Lenders under the Loan
Documents and other than Indebtedness owed to any Covered Person's

trade creditors in connection with the purchase of such Covered
Person's Inventory from such trade creditors) and which failure
continues unwaived beyond any applicable grace period specified in the
documents evidencing such Indebtedness.

16.1.5. REPRESENTATIONS OR WARRANTIES. Any of the Representations and
Warranties is discovered to have been false in any material respect
when made and is not cured within 5 days of the date such
Representation and Warranty was made (provided such breach can be
cured within such period and provided that Borrower works diligently
and in good faith to cure any such breach during such period).

16.1.6. CERTAIN COVENANTS WITH CURE PERIODS. Failure of any Covered
Person to comply with any covenant in Section 13 (other than the
covenants set forth in Section 13.14, Section 13.15, Section 13.18,
Section 13.20, Section 13.21, Section 13.22, Section 13.23, and
Section 13.24) which is not cured within 10 days after the initial
occurrence of such failure, provided noncompliance with such covenant
can be cured within such 10 day period and provided that Borrower
works diligently and in good faith to cure any such noncompliance
during such period.

16.1.7. CERTAIN COVENANTS WITHOUT CURE PERIODS. Failure of any Covered
Person to comply with the covenants in Section 13 (unless specified in
Section 16.1.6 above ), Section 14, or Section 15.

16.1.8. OTHER COVENANTS. Failure of any Covered Person to comply with
of any of the terms or provisions of any of the Loan Documents
applicable to it (other than a failure which constitutes an Event of
Default under any of Sections 16.1.1 through 16.1.7).

16.1.9. ACCELERATION OF OTHER INDEBTEDNESS. Any Obligation (other than
a Loan Obligation) of a Covered Person for the repayment of $1,000,000
in the aggregate or more of borrowed money is accelerated, or becomes
or is declared to be due and payable or required to be prepaid (other
than by an originally scheduled prepayment) prior to the original
maturity thereof.

16.1.10. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any default
or event of default under any agreement to which a Covered Person is a
party (other than the Loan Documents), which default or event of
default continues unwaived beyond any applicable grace period provided
therein and has or is reasonably likely to have a Material Adverse
Effect on a Covered Person or involves Indebtedness of more than
$1,000,000 in the aggregate. Administrative Agent receives notice from
any landlord under a landlord consent/waiver concerning a leased
location at which $500,000 or more of Collateral is located stating
that Borrower is in default of its obligations under such lease.

16.1.11. OTHER CREDITOR INDEBTEDNESS.; TIFS/VALTECH DEBT; SUBORDINATED
INDEBTEDNESS. The occurrence of (a) any breach, default or event of
default with respect to any of the Other Creditor Indebtedness or
TIFS/VALTECH Debt in excess of $1,000,000 in the aggregate which is
not cured or waived within any applicable grace period, or (b) the
termination of any Intercreditor Agreement by any party thereto, other
than Administrative Agent, prior to the payment in full of all of the
Other Creditor Indebtedness covered thereby. The occurrence of (a) any
breach or default with respect to the Subordinated Indebtedness, or
(b) any breach or default of the Subordination Agreement by the holder
of any of the Subordinated Indebtedness in excess of $1,000,000 in the
aggregate with respect to such holder.

16.1.12. BANKRUPTCY; INSOLVENCY; ETC. A Covered Person (i) fails to
pay, or admits in writing its inability to pay, its debts generally as
they become due, or otherwise becomes insolvent (however evidenced);
(ii) makes an assignment for the benefit of creditors; (iii) files a
petition in bankruptcy, is adjudicated insolvent or bankrupt,
petitions or applies to any tribunal for any receiver or any trustee
of such Covered Person or any substantial part of its property; (iv)
commences any proceeding relating to such Covered Person under any
reorganization, arrangement, readjustment of debt, dissolution or
liquidation Law of any jurisdiction, whether now or hereafter in
effect; (v) has commenced against it any such proceeding which remains
undismissed for a period of 60 days, or by any act indicates its
consent to, approval of, or acquiescence in any such proceeding or the
appointment of any receiver of or any trustee for it or of any
substantial part of its property, or allows any such receivership or
trusteeship to continue undischarged for a period of 60 days; or (vi)
takes any action to authorize any of the foregoing.

16.1.13. JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC. Any one or more
judgments or orders is entered against a Covered Person or any
attachment or other levy is made against the property of a Covered
Person with respect to a claim or claims involving in the aggregate
liabilities (not paid or fully covered by insurance, less the amount
of reasonable deductibles in effect on the Execution Date) in an
aggregate amount in excess of the lesser of $5,000,000 and the lowest
Maximum Available Amount (during the period from the date such
judgment is entered until such judgment has been satisfied), and such
judgment becomes final and non-appealable or if timely appealed is not
fully bonded and collection thereof stayed pending the appeal; or any
Covered Person agrees to a settlement obligating any Covered Person to
make a payment with respect to a claim or claims involving in the
aggregate liabilities (not paid or fully covered by insurance, less
the amount of reasonable deductibles in effect on the Execution Date)
in an aggregate amount in excess of the lesser of $5,000,000 and the
lowest Maximum Available Amount (during the period from the date such
settlement is reached until such settlement amount has been paid).

16.1.14. PENSION BENEFIT PLAN TERMINATION, ETC. Any Pension Benefit
Plan termination by the PBGC or the appointment by the appropriate
United States District Court of a trustee to administer any Pension
Benefit Plan or to liquidate any Pension Benefit Plan, which has or
reasonably could be likely to have a Material Adverse Effect; or any
event which constitutes grounds either for the voluntary termination
of any Pension Benefit Plan by the PBGC or for the appointment by the
appropriate United States District Court of a trustee to administer or
liquidate any Pension Benefit Plan shall have occurred and be
continuing for thirty (30) days after Borrower has notice of any such
event, which has or reasonably could be likely to have a Material
Adverse Effect; or any voluntary termination of any Pension Benefit
Plan which is a defined benefit pension plan as defined in Section
3(35) of ERISA while such defined benefit pension plan has an
accumulated funding deficiency in an amount exceeding $1,000,000 in
the aggregate unless Administrative Agent has been notified of such
intent to voluntarily terminate such plan and Required Lenders have
given their consent and agreed that such event shall not constitute an
Event of Default; or the plan administrator of any Pension Benefit
Plan applies under Section 412(d) of the Code for a waiver of the
minimum funding standards of Section 412(1) of the Code and Required
Lenders determine that the substantial business hardship upon which
the application for such waiver is based could subject any Covered
Person or ERISA Affiliate of any Covered Person to a liability in
excess of $1,000,000 in the aggregate.

16.1.15. LIQUIDATION OR DISSOLUTION. A Covered Person files a
certificate of dissolution under applicable state Law or is liquidated
or dissolved or suspends or terminates the operation of its business,
or has commenced against it any action or proceeding for its
liquidation or dissolution or the winding up of its business, or takes
any action in furtherance thereof, except in connection with the
consolidation of such a Covered Person and its assets with another
Covered Person and its assets.

16.1.16. SEIZURE OF ASSETS. All or any material part of the property
of all Covered Persons is nationalized, expropriated, seized or
otherwise appropriated, or custody or control of such property or of
all Covered Persons is assumed by any Governmental Authority or any
court of competent jurisdiction at the instance of any Governmental
Authority, unless the same is being contested in good faith by proper
proceedings diligently pursued and a stay of enforcement is in effect.

16.1.17. RACKETEERING PROCEEDING. There is filed against any Covered
Person any civil or criminal action, suit or proceeding under any
federal or state racketeering statute (including, without limitation,
the Racketeer Influenced and Corrupt Organization Act of 1970), which
action, suit or proceeding is not dismissed within 120 days and could
result in the confiscation or forfeiture of any of the Collateral.

16.1.18. LOAN DOCUMENTS; SECURITY INTERESTS. For any reason other than
the failure of Administrative Agent to take any action available to it
to maintain perfection of the Security Interests created in favor of
Administrative Agent for the benefit of Lenders pursuant to the Loan
Documents, any Loan Document ceases to be in full force and effect or
any Security Interest with respect to any portion of the Collateral
intended to be secured thereby ceases to be, or is not, valid,
perfected and prior to all other Security Interests (other than the
Permitted Security Interests, and other than sales of Inventory and
Equipment expressly permitted hereunder made in the ordinary course of
business, to a bona fide purchaser, for fair market value, if all of
the proceeds thereof are delivered to Administrative Agent as set
forth herein) or is terminated, revoked or declared void or invalid,
or Borrower or any Covered Person contests or denies that it has any
liability or obligation under any agreement, term, or condition
contained in any Loan Document to which Borrower or such Covered
Person is a party.

16.1.19. LOSS TO COLLATERAL. Any abandonment, loss, theft, damage or
destruction of any item or items of Collateral occurs which is not
covered by insurance as required herein and has or is reasonably
likely to have a Material Adverse Effect.

16.1.20. GUARANTY; GUARANTOR. Any Guaranty ceases to be in full force
and effect or any action is taken to discontinue or assert the
invalidity or unenforceability of any Guaranty or any Guarantor fails
to comply with any of the terms or provisions of any Guaranty, or any
representation or warranty of Guarantor therein is false, or any
Guarantor denies that it has any further liability under any Guaranty
or gives notice to Lender to such effect, or any Guarantor fails to
furnish the financial statements required under any Guaranty or
otherwise breaches or is in default of any obligation or covenant
contained in any Guaranty.

16.1.21. MATERIAL ADVERSE CHANGE. There occurs any action or event or
there is a nonoccurrence of any action or event, which has or
reasonably could be likely to have a Material Adverse Effect.

16.1.22. NEGATIVE PLEDGE. The occurrence of a breach, default or event
of default by any Borrower of a negative pledge or other agreement
which restricts or otherwise prohibits a Borrower from granting any
consensual lien or Security Interest with respect to its owned or
leased real property upon which its business is conducted.

16.2. CROSS-DEFAULT. An Event of Default under this Agreement will
automatically and immediately constitute a default under every other Loan
Document without regard to any requirement therein for the giving of notice
or the passing of time.

16.3. RIGHTS AND REMEDIES.

16.3.1. TERMINATION OF COMMITMENTS. Upon an Event of Default described
in Section 16.1.12, all of the Commitments shall be deemed canceled
without any action or notice by the Lenders or Administrative Agent,
and Lenders shall have no obligation to make any further or subsequent
Advances. Upon the occurrence and during the continuance of any other
Event of Default, the Required Lenders in their sole and absolute
discretion may cancel the Commitments. Such cancellation may be, in
any case, without presentment, demand or notice of any kind, which
Borrower expressly waives. Borrower hereby waives any requirement for
notice of acceleration.

16.3.2. ACCELERATION; FUNDING. Upon an Event of Default described in
Section 16.1.12, all of the outstanding Loan Obligations shall
automatically become immediately due and payable. From and after the
date the Lenders have knowledge of an Event of Default under Section
16.1.1, no further Advances shall be made unless the Required Lenders
approve in writing any further Advances or unless the Required Lenders
waive in writing such Event of Default. Upon the occurrence and during
the continuance of any other Event of Default, and at any time
thereafter, (i) the Administrative Agent may or, at the direction of
the Required Lenders shall, cease making Advances, and (ii) the
Required Lenders in their sole and absolute discretion may declare all
of the outstanding Loan Obligations immediately due and payable. Any
such acceleration may be, in either case, without presentment, demand
or notice of any kind, which Borrower expressly waives.

16.3.3. RIGHT OF SET-OFF. During an Existing Default, each Lender is
hereby authorized, without notice to Borrower (any such notice being
expressly waived by Borrower), to the fullest extent permitted by law,
to set off and apply against the Loan Obligations any and all deposits
(general or special, time or demand, provisional or final) or any
other assets at any time held by or at such Lender or under the
control of or otherwise pledged to such Lender, or any other
Indebtedness at any time owing by such Lender (or its Affiliate) to or
for the credit or the account of Borrower, irrespective of whether or
not such Lender shall have made any demand under this Agreement or the
Notes or any Guaranty and although such Loan Obligations may be
unmatured. The rights of each Lender under this Section are in
addition to other rights and remedies (including, without limitation,
other rights of set-off) which such Lender may otherwise have. Any
such amounts shall be promptly turned-over to the Administrative Agent
in the form received for application to the Loan Obligations as set
forth in this Agreement. During an Existing Default, Administrative
Agent is hereby authorized, without notice to Borrower (any such

notice being expressly waived by Borrower), to set off and apply
against the Loan Obligations any and all deposits (general or special,
time or demand, provisional or final) or other assets at any time held
by or at Administrative Agent, or under the control of or otherwise
pledged to Administrative Agent, or any other Indebtedness at any time
owing by Administrative Agent or any Affiliate thereof to or for the
credit or the account of Borrower, irrespective of whether or not
Administrative Agent or any Affiliate thereof shall have made any
demand under this Agreement or the Loan Obligations and although such
Loan Obligations may be unmatured.

16.3.4. NOTICE TO ACCOUNT DEBTORS. Upon the occurrence and during the
continuance of an Event of Default, Administrative Agent may (if
Required Lenders concur or direct), without prior notice to Borrower,
notify any or all Account Debtors that the Accounts have been assigned
to Administrative Agent for the benefit of Lenders and that
Administrative Agent has a Security Interest therein for the benefit
of Lenders, and Administrative Agent may direct, or Borrower, at
Administrative Agent's request, shall direct, any or all Account
Debtors to make all payments upon the Accounts directly to
Administrative Agent for the benefit of Lenders.

16.3.5. ENTRY UPON PREMISES AND ACCESS TO INFORMATION. Upon the
occurrence and during the continuance of an Event of Default,
Administrative Agent may (or shall at the direction of the Required
Lenders) (i) enter upon the premises leased or owned by Borrower where
Collateral is located (or is believed to be located) without any
obligation to pay rent to Borrower, or any other place or places where
Collateral is believed to be located, (ii) render Collateral usable or
saleable, (iii) remove Collateral therefrom to the premises of
Administrative Agent or any agent of Administrative Agent for such
time as Administrative Agent may desire in order effectively to
collect or liquidate Collateral; (iv) take possession of, and make
copies and abstracts of, Borrower's original books and records, obtain
access to Borrower's data processing equipment, computer hardware and
software relating to any of the Collateral and use all of the
foregoing and the information contained therein in any manner
Administrative Agent deems appropriate in connection with the exercise
of Administrative Agent's rights; and (v) notify postal authorities to
change the address for delivery of Borrower's mail to an address
designated by Administrative Agent and to receive, open and process
all mail addressed to Borrower.

16.3.6. COMPLETION OF UNCOMPLETED INVENTORY ITEMS. Upon the occurrence
and during the continuance of an Event of Default, Administrative
Agent may (or shall at the direction of the Required Lenders) request
that Borrower, and Borrower shall upon such request, use Borrower's
best efforts to obtain the consent of its and any other Covered
Person's customers to the completion (before or after foreclosure by
Administrative Agent of its security interest therein) of the
manufacture of all uncompleted Inventory items that Borrower or any
other Covered Person was manufacturing for such customers pursuant to
contracts or accepted purchase orders, and the commitment by such
customers to purchase such items upon their completion as provided in
the relevant contracts or accepted purchase orders. Borrower shall, as
an uncompensated agent for Lenders, complete or cause to be completed
the manufacture and shipment of all such items as provided in the
relevant contracts or accepted purchase orders if Administrative Agent
so directs.

16.3.7. BORROWER'S OBLIGATIONS. Upon the occurrence and during the
continuance of an Event of Default, Borrower shall, if Administrative
Agent so requests, assemble all the movable tangible Collateral and
make it available to Administrative Agent at a place or places to be
designated by Administrative Agent in its discretion.

16.3.8. SECURED PARTY RIGHTS. Upon the occurrence and during the
continuance of an Event of Default:

16.3.8.1. Administrative Agent may exercise any or all of its
rights under the Security Documents as a secured party under the
UCC and any other applicable Law; and

16.3.8.2. Administrative Agent may sell or otherwise dispose of
any or all of the Collateral at public or private sale in a
commercially reasonable manner, which sale Administrative Agent
may postpone from time to time by announcement at the time and
place of sale stated in the notice of sale or by announcement at
any adjourned sale without being required to give a new notice of
sale, all as Administrative Agent deems advisable, for cash or
credit. A Lender may become the purchaser at any such sale if
permissible under applicable Law, and Borrower agrees that such
Lender has no obligation to preserve rights to Collateral against
prior parties or to marshal any Collateral for the benefit of any
Person. Borrower agrees that if Administrative Agent conducts a
private sale of any Collateral by requesting bids from 5 or more
dealers, distributors, or lessors in that type of Collateral, any
sale by Administrative Agent of such Collateral, in bulk or in
parcels, to the bidder submitting the highest cash bid therefor,
which occurs within 120 days of the later to occur of (a)
Administrative Agent taking possession and control of such
Collateral, or (b) Administrative Agent being otherwise
authorized or permitted to sell such Collateral, is a
commercially reasonable sale of such Collateral under the UCC.
Borrower further agrees that 10 (ten) or more days prior written
notice will be commercially reasonable notice of any public or
private sale. Borrower agrees that the purchase of any Collateral
by a Vendor, as provided in any agreement between Administrative
Agent and the Vendor or DFS and Vender, is a commercially
reasonable disposition and private sale of such Collateral under
the UCC, and no request for bids shall be required. Borrower
irrevocably waives any requirement that Administrative Agent
retain possession and not dispose of any Collateral until after
an arbitration hearing, arbitration award, confirmation, trial or
final judgment. If Administrative Agent disposes of any such
Collateral other than as herein contemplated, the commercial
reasonableness of such disposition will be determined in
accordance with the laws of the state governing this Agreement.

16.3.9. JOINT AND SEVERAL. Each Obligation and liability to
Administrative Agent and each Lender of each Borrower, including,
without limitation, the Loan Obligations, are the joint and several
obligations of each Borrower, and Administrative Agent may proceed
directly against any Borrower, all Borrowers, any Guarantor, all of
the foregoing, or any one of the foregoing or any combination of the
foregoing, without first proceeding against Borrower, or without
joining all Persons liable or potentially liable for any portion of
the Loan Obligations in one action. Each Borrower shall be jointly and
severally liable as primary obligor and not merely as surety for
repayment of all Loan arising under the Loan Documents. Such joint and
several liability shall apply to each Borrower regardless of whether
any Advance was only requested by or on behalf of or made to any other
Borrower or the proceeds of any Advance were used only by or on behalf
of any other Borrower or any indemnification obligation or any other
obligation arose only as a result of the action of any other Borrower.
If any Borrower makes a payment in respect of the Loan Obligations
hereunder and under the other Loan Documents, it shall have the rights
of contribution described in this Section 16.3.9 below against the
other Borrowers; provided that such Borrower shall not exercise its
right of contribution until all the Loan Obligations hereunder and
under the other Loan Documents have been indefeasibly paid in full,

the Commitments have expired, and Lenders have no further obligation
to extend credit to or for the account of any Borrower; provided,
however, that Administrative Agent is hereby granted a Security
Interest in such right of contribution and may enforce such right
during an Existing Default. It is the intent of each Borrower,
Administrative Agent and the Lenders that each Borrower's maximum Loan
Obligation hereunder and under the other Loan Documents shall be, but
not exceed: (i) in a case or proceeding commenced by or against such
Borrower under the Bankruptcy Code on or within one year from the date
on which any of the obligations are incurred, the maximum amount that
would not otherwise cause the Loan Obligations hereunder and under the
other Loan Documents (or any other obligations of such Borrower to the
Administrative Agent and the Lenders) to be avoidable or unenforceable
against such Borrower under (a) Section 548 of the Bankruptcy Code or
(b) any state fraudulent transfer or fraudulent conveyance act or
statute applied in any such case or proceeding by virtue of Section
544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced
by or against such Borrower under the Bankruptcy Code subsequent to
one year form the date on which any of the Loan Obligations hereunder
and under the other Loan Documents are incurred, the maximum amount
that would not otherwise cause the Loan Obligations hereunder and
under the other Loan Documents (or any other obligations of such
Borrower to Administrative Agent and the Lenders) to be avoidable and
unenforceable against such Borrower under any state fraudulent
transfer or fraudulent conveyance act or statute applied in any such
case or proceeding by virtue of Section 544 of the Bankruptcy Code; or
(iii) in a case or proceeding commenced by or against such Borrower
under any law, statute or regulation other than the Bankruptcy Code
(including, without limitation, any other bankruptcy, reorganization,
arrangement, moratorium, readjustment of debt, dissolution,
liquidation or similar debtor relief laws), the maximum amount that
would not otherwise cause the Loan Obligations hereunder and under the
other Loan Documents (or any other obligations of such Borrower to
Administrative Agent and the Lenders) to be avoidable or unenforceable
against such Borrower under such law, statute or regulation,
including, without limitation, any state fraudulent transfer or
fraudulent conveyance act or statute applied in any such case or
proceeding.

16.3.10. MISCELLANEOUS. Upon the occurrence of an Event of Default and
at any time thereafter, Administrative Agent and/or Lenders may
exercise any other rights and remedies available to Administrative
Agent and/or Lenders under the Loan Documents or otherwise available
to Administrative Agent and/or Lenders at law or in equity.

16.4. APPLICATION OF FUNDS. Any funds received by Lenders or Administrative
Agent for the benefit of Lenders with respect to any Loan Obligation after
its Maturity, including proceeds of Collateral, shall be applied as
follows: (i) first, to reimburse Lenders based on their respective pro-rata
shares for any amounts due to Lenders under Section 18.6; (ii) second, to
reimburse to Administrative Agent all unreimbursed costs and expenses paid
or incurred by Administrative Agent that are payable or reimbursable by
Borrower hereunder; (iii) third, to reimburse to Lenders based on their
respective Pro- Rata Shares for unreimbursed costs and expenses paid or
incurred by Lenders (including costs and expenses incurred by
Administrative Agent as a Lender that are not reimbursable as provided in
the preceding clause) that are payable or reimbursable by Borrower
hereunder; (iv) fourth, to the payment of accrued and unpaid fees due
hereunder and all other amounts due hereunder and to cash collateralize (at
105% of the face amount) any letters of credit issued by Administrative
Agent or its Affiliates (other than the Loans and interest accrued
thereon); (v) fifth, to the payment of interest accrued on the Loans to
each of Lenders based on their respective pro-rata shares; and to the
payment (pari passu with the foregoing) of any Interest/Currency Hedge

Obligations; (vi) sixth, to the payment of the Loans of each of Lenders, in
such order as each Lender determines in its absolute discretion; and (vii)
seventh, to the payment of the other Loan Obligations based on each
Lender's respective pro-rata shares. Any remaining amounts shall be applied
to payment of all the Obligations to Administrative Agent. Any further
remaining amounts shall be paid to Borrower or such other Persons as shall
be legally entitled thereto. Except as expressly provided otherwise herein,
Lenders may apply, and reverse and reapply, payments and proceeds of the
Collateral to the Loan Obligations in such order and manner as Lenders
determine in their absolute discretion. Borrower hereby irrevocably waives
the right to direct the application of payments and proceeds of the
Collateral. Notwithstanding the foregoing, the Administrative Agent and the
Lenders may, with respect to the Aggregate Floorplan Loan Facility apply:
(i) at any time, payments to reduce finance charges first and then
principal, regardless of Borrower's instructions; and (ii) principal
payments to the oldest (earliest) invoice for Collateral financed by
Administrative Agent and Lenders under the Aggregate Floorplan Loan
Facility (including the Interim Floorplan Loan Facility), but, in any
event, all principal payments will first be applied to such Collateral
financed by Administrative Agent and Lenders under the Aggregate Floorplan
Loan Facility (including the Interim Floorplan Loan Facility) which is
sold, lost, stolen, damaged, rented, leased, or otherwise disposed of or
unaccounted for.

16.5. LIMITATION OF LIABILITY; WAIVER. Administrative Agent and Lenders
shall not be liable to Borrower as a result of any commercially reasonable
possession, repossession, collection or sale by Administrative Agent of
Collateral; and Borrower hereby waives all rights of redemption from any
such sale and the benefit of all valuation, appraisal and exemption Laws.
If Administrative Agent seeks to take possession of any of the Collateral
by replevin or other court process, Borrower hereby irrevocably waives (i)
the posting of any bonds, surety and security relating thereto required by
any statute, court rule or otherwise as an incident to such possession,
(ii) any demand for possession of the Collateral prior to the commencement
of any suit or action to recover possession thereof, (iii) any requirement
that Administrative Agent retain possession and not dispose of any
Collateral until after trial or final judgment, and (iv) to the extent
permitted by applicable Law, all rights to notice and hearing prior to the
exercise by Administrative Agent of Administrative Agent's right to
repossess the Collateral without judicial process or to replevy, attach or
levy upon the Collateral without notice or hearing. Administrative Agent
shall have no obligation to preserve rights to the Collateral or to marshal
any Collateral for the benefit of any Person.

16.6. NOTICE. Any notice of intended action required to be given by
Administrative Agent (including notice of a public or private sale of
Collateral), if given as provided in Section 20.1 at least 10 days prior to
such proposed action, shall be effective and constitute reasonable and fair
notice to Borrower.

17. ADMINISTRATIVE AGENT AND LENDERS.

17.1. APPOINTMENT, POWERS, AND IMMUNITIES. DFS is hereby appointed
Administrative Agent hereunder and under each of the other Loan Documents.
Each Lender hereby irrevocably appoints and authorizes the Administrative
Agent to act as its agent under this Agreement and the other Loan Documents
with such powers and discretion as are specifically delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental
thereto. The Administrative Agent (which term as used in this sentence and
in Section 18.5 and the first sentence of Section 18.6 hereof shall include
its Affiliates and its own and its Affiliates' officers, directors,
employees, representatives, and agents): (a) shall not have any duties or
responsibilities except those expressly set forth in this Agreement and

shall not be a trustee or fiduciary for any Lender; (b) shall not be
responsible to the Lenders for any recital, statement, representation, or
warranty (whether written or oral) made in or in connection with any Loan
Document or any certificate or other document referred to or provided for
in, or received by any of them under, any Loan Document, or for the value,
validity, effectiveness, genuineness, enforceability, or sufficiency of any
Loan Document, or any other document referred to or provided for therein or
for any failure by any Covered Person or any other Person to perform any of
its obligations thereunder; (c) shall not be responsible for or have any
duty to ascertain, inquire into, or verify the performance or observance of
any covenants or agreements by any Covered Person or the satisfaction of
any condition or to inspect the property (including the books and records)
of any Covered Person or any of its Subsidiaries or Affiliates; (d) shall
not be required to initiate or conduct any litigation or collection
proceedings under any Loan Document (other than normal collection
procedures from the Lockboxes); and (e) shall not be responsible for any
action taken or omitted to be taken by it under or in connection with any
Loan Document, except for its own gross negligence or willful misconduct.
The Administrative Agent may employ agents and attorneys-in-fact and shall
not be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care.

17.2. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be
entitled to rely upon any certification, notice, instrument, writing, or
other communication (including, without limitation, any thereof by
telephone or telecopy) believed by it to be genuine and correct and to have
been signed, sent or made by or on behalf of the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel for any
Covered Person), independent accountants, and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee
of any Note as the holder thereof for all purposes hereof unless and until
the Administrative Agent receives and accepts an Assignment and Acceptance
executed in accordance with this Agreement. As to any matters not expressly
provided for by this Agreement, the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in
so acting or refraining from acting) upon the instructions of the Required
Lenders, and such instructions shall be binding on all of the Lenders;
provided, however, that the Administrative Agent shall not be required to
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take any action that exposes the Administrative Agent to personal liability
or that is contrary to any Loan Document or applicable Law or unless it
shall first be indemnified to its satisfaction by the Lenders against any
and all liability and expense which may be incurred by it by reason of
taking any such action.

17.3. EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL. Administrative Agent
may execute any of its duties hereunder by or through employees, agents,
and attorneys-in-fact and shall not be liable to any Lender, except with
respect to money or securities received by it or such agents or
attorneys-in-fact, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Administrative Agent
shall be entitled to advice of counsel concerning all matters pertaining to
the agency hereby created and its duties hereunder and shall not be liable
to any Lender for acting or failing to act as advised by such counsel,
except where doing so violates an express obligation of Administrative
Agent under the Loan Documents.

17.4. DEFAULTS. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default or Event of Default
unless the Administrative Agent has received written notice from a Lender
or the Borrower specifying such Default or Event of Default and stating
that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a written notice of the occurrence of a
Default or Event of Default, the Administrative Agent shall promptly give
notice thereof to the Lenders. The Administrative Agent shall (subject to

Section 17.2 hereof) take such action with respect to such Default
or Event of Default as shall be directed by the Required Lenders, provided
--------
that, unless and until the Administrative Agent shall have received such
----
directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interest
of the Lenders.

17.5. RIGHTS AS LENDER. With respect to its Commitments and the Loans made
by it, DFS (and any successor acting as Administrative Agent) in its
capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were
not acting as the Administrative Agent, and the term "Lender" or "Lenders"
shall, unless the context otherwise indicates, include the Administrative
Agent in its individual capacity as a Lender. DFS (and any successor acting
as Administrative Agent) and its Affiliates may (without having to account
therefor to any Lender) accept deposits from, lend money to, make
investments in, provide services to, and generally engage in any kind of
lending, trust, or other business with any Covered Person or any of its
Subsidiaries or Affiliates or any Guarantor as if it were not acting as
Administrative Agent, and DFS (and any successor acting as Administrative
Agent) and its Affiliates may accept fees and other consideration from any
Covered Person or any of its Subsidiaries or Affiliates or any Guarantor
for services in connection with this Agreement or otherwise without having
to account for the same to Lenders.

17.6. INDEMNIFICATION. The Lenders agree to reimburse and indemnify the
Administrative Agent (to the extent not reimbursed under the terms of
Section 18.6, but without limiting the obligations of the Borrower under
such Section) in accordance with their respective pro-rata shares, for any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including reasonable attorneys' fees),
or disbursements of any kind and nature whatsoever that may be imposed on,
incurred by or asserted against the Administrative Agent (including by any
Lender) in any way relating to or arising out of any Loan Document or the
transactions contemplated thereby or any action taken or omitted
by the Administrative Agent under any Loan Document; provided that no
--------
Lender shall be liable for any of the foregoing to the extent they arise
from the gross negligence or willful misconduct of the Person to be
indemnified. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent promptly upon demand for its pro-rata
share of any costs or expenses payable by the Borrower to Administrative
Agent under this Agreement or the other Loan Documents, to the extent that
the Administrative Agent is not promptly reimbursed for such costs and
expenses by the Borrower. The agreements contained in this Section shall
survive payment in full of the Loans and all other amounts payable under
this Agreement and the termination of the Commitments.

17.7. NOTIFICATION OF LENDERS. Each Lender agrees to use commercially
reasonable efforts (but no Lender shall have liability to any other Lender
or Administrative Agent for failure to use such commercially reasonable
efforts, unless such failure is due to a Lender's willful misconduct in not
using such commercially reasonable efforts), upon becoming actually aware
of anything which has or is reasonably likely to have a Material Adverse
Effect on any Covered Person, including any Guarantor, to promptly notify
Administrative Agent thereof. Administrative Agent shall promptly deliver
to each Lender copies of every written notice, demand, report (including
any financial report), or other writing which Administrative Agent gives to
or receives from Borrower or any Lender, or of which Administrative Agent,
in its capacity as a Lender otherwise becomes actually aware, and which
itself (a) constitutes, or which contains information about, something that
has or is reasonably likely to have a Material Adverse Effect on any
Covered Person, including any Guarantor, or (b) is otherwise delivered to
Administrative Agent by Borrower pursuant to the Loan Documents and is
deemed material information by Administrative Agent in its sole discretion.
Any Lender may specifically request certain information regarding any

Covered Person which it reasonably believes is in the possession of
Administrative Agent. Administrative Agent and its directors, officers,
agents, and employees shall have no liability to any Lender for failure to
deliver any such item to such Lender unless the failure constitutes gross
negligence or willful misconduct.

17.8. NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender agrees that it
has, independently and without reliance on the Administrative Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Covered Persons and their
Subsidiaries and the Guarantors and its own decision to enter into this
Agreement and that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own analysis and decisions in taking or not taking action under the Loan
Documents. Except for notices, reports, and other documents and information
expressly required to be furnished to the Lenders by the Administrative
Agent hereunder, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition, or business of any Covered
Person or any of its Subsidiaries or Affiliates or any of the Guarantors
that may come into the possession of the Administrative Agent or any of its
Affiliates.

17.9. RESIGNATION. The Administrative Agent may resign at any time by
giving notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint a
successor Administrative Agent. Effective with such resignation, the
resigning Administrative Agent shall assign (at Borrower's sole cost and
expense) all Security Interests and liens in the Collateral, security
documents and UCC filings, and do all other things reasonably necessary so
as to assign and transfer the Security Interests in the Collateral
(including, all documents effectuating or evidencing such Security
Interests) to any successor Administrative Agent. The successor
Administrative Agent appointed by the Required Lenders shall be a Lender.
If no successor Administrative Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent's giving of notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent which shall be a
commercial bank or other financial institution organized under the laws of
the United States of America or any state thereof having combined capital
and surplus of at least $300,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor, such
successor shall thereupon succeed to and become vested with all the rights,
powers, discretion, privileges, and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this
Section shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative
Agent.

17.10. COLLECTIONS AND DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE AGENT.
Except as otherwise provided in this Agreement, including the other
provisions of this Agreement pertaining to interest on the Floorplan Loans
and the Interim Floorplan Loans and the provisions of Section 4.4
pertaining to the suspension or reduction of payments of principal and
interest to the Lenders under certain circumstances, all payments of
interest, fees, principal and other amounts received by Administrative
Agent for the account of Lenders shall be distributed by Administrative
Agent to Lenders in accordance with their pro-rata shares of the
outstanding Loan Obligations at the time of such distribution by wire
transfer of same day funds to Lenders as provided in this Agreement (or
entirely to Administrative Agent in the case of payments of interest, fees
or principal with respect to the Swingline Loan) on the Settlement Date

following the date when received, unless received after 12:00 noon (Local
Time) on a Settlement Date, in which case they shall be so distributed by
12:00 noon (Local Time) on the next Settlement Date. All amounts received
by any Lender on account of the Loan Obligations, including amounts
received by way of setoff, shall be paid over promptly to Administrative
Agent for distribution to Lenders as provided above in this Section. Such
distributions shall be made according to instructions that each Lender may
give to Administrative Agent from time to time.

18. GENERAL.

18.1. LENDERS' RIGHT TO CURE. Administrative Agent or any Lender may (but
shall not be obligated to), from time to time, in its absolute discretion,
for Borrower's account and at Borrower's expense, pay (or, with the consent
of Required Lenders, make a Revolving Loan Advance, Term Loan Advance or
Floorplan Loan Advance to pay) any amount or do any act required of
Borrower hereunder or requested by Administrative Agent or Required Lenders
to preserve, protect, maintain or enforce the Loan Obligations, the
Collateral or Administrative Agent's Security Interests therein for the
benefit of Lenders, and which Borrower fails to pay or do, including
payment of any judgment against Borrower, insurance premium, Taxes,
warehouse charge, finishing or processing charge, landlord's claim, and any
other Security Interest upon or with respect to the Collateral. All
payments that Lenders make pursuant to this Section and all out-of-pocket
costs and expenses that Lenders pay or incur in connection with any action
taken by them hereunder shall be a part of the Loan Obligations, the
repayment of which shall be secured by the Collateral. Any payment made or
other action taken by Lenders pursuant to this Section shall be without
prejudice to any right to assert an Event of Default hereunder and to
pursue Lender's other rights and remedies with respect thereto.

18.2. RIGHTS NOT EXCLUSIVE. Every right granted to Administrative Agent and
Lenders hereunder or under any other Loan Document or allowed to it at law
or in equity shall be deemed cumulative and may be exercised from time to
time.

18.3. SURVIVAL OF AGREEMENTS. All covenants and agreements made herein and
in the other Loan Documents shall survive the execution and delivery of
this Agreement, the Notes and other Loan Documents and the making of every
Advance. All agreements, obligations and liabilities of Borrower under this
Agreement concerning the payment of money to Administrative Agent and
Lenders, including Borrower's obligations under Sections 18.5 and 18.6, but
excluding the obligation to repay the Loans and interest accrued thereon,
shall survive the repayment in full of the Loans and interest accrued
thereon, whether or not indefeasible, the return of the Notes to Borrower
and the termination of the Commitments.

18.4. ASSIGNMENTS.

18.4.1. PERMITTED ASSIGNMENTS. At any time after the Execution Date,
any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including
all or a portion of the Notes payable to it, its Commitments and its
Loans), provided that the terms of assignment satisfy the following
requirements:

18.4.1.1. Administrative Agent shall have accepted the
assignment, which acceptance shall not be unreasonably withheld;
provided, however, that if the Commitments have been terminated
and the Loan Obligations accelerated by the Required Lenders,
then Administrative Agent's consent shall not be required.

18.4.1.2. Each such assignment shall be of a constant, and not a
varying, percentage of all of the assigning Lender's rights and
obligations under this Agreement.

18.4.1.3. For each assignment involving the issuance and transfer
of Notes, the assigning Lender shall execute an Assignment and
Acceptance in the form attached hereto as Exhibit 18.4.1 together
with any Note subject to such assignment and a processing fee of
$4,000.

18.4.1.4. The minimum Commitment which shall be assigned (which
shall include the applicable portion of the assigning Lender's
Revolving Loan Commitment, Term Loan Commitment and Floorplan
Loan Facility, (and in the case of Administrative Agent, the
Swingline Commitment and the Interim Floorplan Loan Facility)) is
$10,000,000 or such lesser amount which constitutes such Lender's
entire Commitment; provided, however, that no such minimum shall
apply between a Lender and its Affiliates, or between one Lender
and another Lender or to an assignment of all of a Lender's
rights and obligations under this Agreement.

18.4.1.5. The assignee shall have an office located in the United
States and is otherwise an Eligible Assignee.

Upon execution, delivery, and acceptance of such Assignment and
Acceptance, the assignee thereunder shall be a party hereto and, to
the extent of such assignment, have the obligations, rights, and
benefits of a Lender hereunder and the assigning Lender shall, to the
extent of such assignment, relinquish its rights and be released from
its obligations under this Agreement. Upon the consummation of any
assignment pursuant to this Section, the assignor, the Administrative
Agent and the Borrower shall make appropriate arrangements so that, if
required, new Notes are issued to the assignor and the assignee. If
the assignee is not incorporated under the laws of the United States
of America or a state thereof, it shall deliver to the Borrower and
the Administrative Agent certification as to the exemption from
deduction or withholding of Taxes in accordance with Section 4.12.

18.4.2. REGISTER; CONSEQUENCES AND EFFECT OF ASSIGNMENTS.

18.4.2.1. From and after the effective date specified in any
Assignment and Acceptance, the assignee shall be deemed and
treated as a party to this Agreement and, to the extent that
rights and obligations hereunder and under the Notes held by the
assignor have been assigned or negotiated to the assignee
pursuant to such Assignment and Acceptance, to have the rights
and obligations of a Lender hereunder as fully as if such
assignee had been named as a Lender in this Agreement and of a
holder of such Notes, and the assignor shall, to the extent that
rights and obligations hereunder or under such Notes have been
assigned or negotiated by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its future
obligations under this Agreement.

18.4.2.2. By executing and delivering an Assignment and
Acceptance, the assignor thereunder and the assignee confirm to
and agree with each other and the other parties hereto
substantially as follows: (i) the assignment made under such
Assignment and Acceptance is made without recourse; (ii) such
assignor makes no representation or warranty and assumes no

responsibility with respect to the financial condition of any
Covered Person or Guarantor or the performance or observance by
any Covered Person or Guarantor of any of its Loan Obligations;
(iii) such assignee confirms that it has received a copy of this
Agreement, together with copies of the Financial Statements and
such other Loan Documents and other documents and information as
it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon
Administrative Agent, such assignor, or any other Lender, and
based on such documents and information as it deems appropriate
at the time, continue to make its own credit decisions in taking
or not taking action under this Agreement; (v) such assignee
appoints and authorizes Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to
Administrative Agent by the terms hereof and thereof, together
with such powers as are reasonably incidental thereto; and (vi)
such assignee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Lender and a
holder of a Note.

18.4.2.3. The Administrative Agent shall maintain at its address
referred to herein a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the
recordation of the names and addresses of the Lenders and the
Commitment of, and principal amount of Loans owing to, each
Lender from time to time (the "Register"). The entries in the
Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice. Upon its receipt of an
Assignment and Acceptance executed by the parties thereto,
together with any Note subject to such assignment and payment of
the processing fee, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is in
substantially the form of Exhibit 18.4.1 hereto, (i) accept such
Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to
the parties thereto and to Borrower.

18.4.3. ADMINISTRATIVE AGENT TO RETAIN COPIES OF ASSIGNMENTS AND
ACCEPTANCES. Administrative Agent shall maintain a copy of each
Assignment and Acceptance delivered to and accepted by it.

18.4.4. NOTICE TO BORROWER OF ASSIGNMENT. Upon its receipt of an
Assignment and Acceptance executed by an assigning Lender, if
Administrative Agent accepts the assignment contemplated thereby,
Administrative Agent shall give prompt notice thereof to Borrower. If
Borrower consents to the assignment contemplated thereby (Borrower
agrees such consent shall not be unreasonably withheld or delayed),
Borrower shall execute and deliver replacement Notes to the assignor
and assignee as requested by Administrative Agent and necessary to
give effect to the assignment. If Borrower fails or refuses to execute
and deliver such replacement Notes, Administrative Agent may, as agent
and attorney-in-fact for Borrower, execute and deliver such
replacement Notes on behalf of Borrower. Borrower hereby appoints

Administrative Agent as its agent and attorney-in-fact for such
purpose and acknowledges that such power is coupled with an interest
and therefore irrevocable until the Loan Obligations have been
indefeasibly paid in full in cash and the Commitments have terminated.
Administrative Agent shall not have any liability to Borrower or
anyone else, including any Lender, as a consequence of exercising the
power granted to Administrative Agent in the foregoing sentence in any
instance, except in cases of Administrative Agent's gross negligence
or willful misconduct.

18.4.5. ASSIGNMENT TO FEDERAL RESERVE BANK. Notwithstanding any other
provision set forth in this Agreement, any Lender may at any time
assign and pledge all or any portion of its Loans and its Notes to any
Federal Reserve Bank as collateral security pursuant to Regulation A
and any Operating Circular issued by such Federal Reserve Bank. No
such assignment shall release the assigning Lender from its
obligations hereunder.

18.4.6. INFORMATION. Any Lender or Administrative Agent may furnish
any information concerning the Borrower or any of its Subsidiaries in
the possession of such Lender or Administrative Agent, as the case may
be, from time to time to assignees, affiliates or participants
(including prospective assignees and participants).

18.4.7. SALE OF PARTICIPATIONS. No Lender may sell participations in
its Loans to any other Person; provided, however, any Lender may sell
such participations as it may be required to do under any applicable
Law or as otherwise instructed to do so by any Governmental Authority.

18.5. PAYMENT OF EXPENSES. Borrower agrees to pay or reimburse to
Administrative Agent all of Administrative Agent's reasonable out-of-pocket
costs incurred in connection with Administrative Agent's due diligence
review before execution of the Loan Documents; the negotiation and
preparation of proposals, a commitment letter and the Loan Documents; the
syndication of the Loans; the administration of this Agreement, the Loan
Documents and the Loans; the perfection of Administrative Agent's Security
Interests in the Collateral; the interpretation of any of the Loan
Documents; the enforcement of Administrative Agent's rights and remedies
under the Loan Documents after a Default or Event of Default; any amendment
of or supplementation to any of the Loan Documents; and any waiver, consent
or forbearance with respect to any Default or Event of Default.
Administrative Agent's reasonable out-of-pocket costs may include but are
not limited to the following, to the extent they are actually paid or
incurred by Administrative Agent: title insurance fees and premiums; the
cost of searches for Security Interests existing against Covered Persons or
Guarantors; recording and filing fees and taxes; appraisal fees;
environmental consultant fees; litigation costs; and all attorneys' and
paralegals' expenses and reasonable fees. Attorneys' and paralegals'
expenses may include but are not limited to filing charges; telephone, data
transmission, facsimile and other communication costs; courier and other
delivery charges; and photocopying charges. Litigation costs may include
but are not limited to filing fees, deposition costs, expert witness fees,
expenses of service of process, and other such costs paid or incurred in
any administrative, arbitration, or court proceedings involving a Lender
and any Covered Person, including proceedings under the Bankruptcy Code.
All costs which Borrower is obligated to pay or reimburse Administrative
Agent are Loan Obligations payable to Administrative Agent and are payable
on demand by Administrative Agent.

18.6. GENERAL INDEMNITY.

18.6.1. Borrower agrees to indemnify and hold harmless Administrative
Agent and each Lender and each of their affiliates and their
respective officers, directors, employees, attorneys, representatives,
agents, and advisors (each, an "Indemnified Party") from and against
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any and all claims, damages, losses, liabilities, costs, and expenses
(including, without limitation, reasonable attorneys' fees) that may
be incurred by or asserted or awarded against any Indemnified Party,
in each case arising out of or in connection with or by reason of
(including, without limitation, in connection with any investigation,
litigation, or proceeding or preparation of defense in connection
therewith) the Loan Documents, the Acquisition Documents, any of the
transactions contemplated herein or the actual or proposed use of the
proceeds of the Loans (including, without limitation, any payments
made by Administrative Agent to any Person (other than Borrower) who
is a party to any blocked account and/or lockbox agreement, including,
without limitation, any indemnity payments by Administrative Agent
thereunder), or the manufacture, storage, transportation, release or
disposal of any Hazardous Material on, from, over or affecting any of
the Collateral or any of the assets, properties, or operations of any
Covered Person or any predecessor in interest, directly or indirectly,
except to the extent such claim, damage, loss, liability, cost, or
expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct. In the case of an
investigation, litigation or other proceeding to which the indemnity
in this Section applies, such indemnity shall be effective whether or
not such investigation, litigation or proceeding is brought by the
Borrower, its directors, shareholders or creditors or an Indemnified
Party or any other Person or any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby
are consummated. The Borrower agrees not to assert and agrees that it
will not direct any other Covered Person to assert any claim against
any Indemnified Party, on any theory of liability, for special,
indirect, consequential, or punitive damages arising out of or
otherwise relating to the Loan Documents, the Acquisition Documents
any of the transactions contemplated herein or the actual or proposed
use of the proceeds of the Loans. Borrower also agrees to pay,
indemnify and hold harmless the Indemnified Parties for, from and
against, and shall promptly reimburse the Indemnified Parties for, any
and all claims, damages, liabilities, losses, costs and expenses
(including reasonable attorneys' fees and expenses and amounts paid in
settlement) incurred, paid or sustained by the Indemnified Parties, or
enforcement by Administrative Agent of any of its rights with respect
thereto, except to the extent such claim, damage, loss, liability,
cost, or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified
Party's gross negligence or willful misconduct. Borrower shall pay,
indemnify and hold harmless the Indemnified Parties for, from and
against, and shall promptly reimburse the Indemnified Parties for, any
and all claims, damages, liabilities, losses, costs and expenses
(including reasonable attorneys' fees and expenses and amounts paid in
settlement) incurred, paid or sustained by the Indemnified Parties,
arising out of or relating to the Acquisition Documents or enforcement
by Administrative Agent of any of its rights with respect thereto.
Each Borrower covenants and agrees to assume liability for and to
protect, indemnify and hold harmless the Administrative Agent and each
of the Lenders from any and all liabilities, obligations, damages,
penalties, claims, causes of action, costs, charges and expenses
(including without limitation, attorneys' fees), which may be incurred
by, imposed or asserted against the Administrative Agent or any
Lender, howsoever arising or incurred because of. out of or in
connection with the disbursements of Revolving Loans, Term Loans,
Swingline Loans, Interim Floorplan Loans, or Floorplan Loans in
accordance with Section 2.9; provided, however, the liability of the
Borrowers pursuant to this indemnity shall not extend to any

liability, obligation, damage, penalty, claim, cause of action, cost,
charge or expense caused by or arising out of the gross negligence or
willful misconduct of the Administrative Agent or the Lenders.
Borrower: (i) is obligated to pay any Loan Obligation even if any
Collateral is defective or fails to conform to any warranties extended
by any third party; (ii) shall not assert against Administrative
Agent, any Lender or any other Indemnified Party any claim or defense
Borrower has against any third party; and (iii) indemnify and hold
Administrative Agent, any Lender and any other Indemnified Party
harmless against all claims and defenses asserted by any buyer of the
Collateral relating to the condition of, or any representations
regarding, any of the Collateral. Borrower irrevocably waives all
rights of offset and counterclaims Borrower may have against
Administrative Agent or any Lender, except counterclaims arising in
cases of Administrative Agent's or Lender's gross negligence or
willful misconduct.

18.6.2. The obligations of Borrower under this Section 18.6 shall
survive the termination of the Commitments, the indefeasible full
payment and satisfaction of all of the Loan Obligations, and the
release of the Collateral. All amounts, obligations and liabilities
referred to in Section 18.6.1 shall be deemed to be a part of the Loan
Obligations and shall be paid to Administrative Agent on demand.

18.6.3. To the extent that any of the indemnities required from
Borrower under this Section are unenforceable because they violate any
Law or public policy, Borrower shall pay the maximum amount which it
is permitted to pay under applicable Law.

18.6.4. The foregoing indemnification shall not apply to the extent
such liabilities and costs are determined to have resulted or been
caused, in whole or in part, by the gross negligence or willful
misconduct on the part of such Indemnified Party. THE FOREGOING
INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS
ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY
NEGLIGENT ACT OR OMISSION OF ANY KIND EXCEPT AS PROVIDED BY THE
IMMEDIATELY PRECEDING SENTENCE.

18.7. CHANGES IN ACCOUNTING PRINCIPLES. If any Covered Person, at the end
of its fiscal year and with the concurrence of its independent certified
public accountants, changes the method of valuing the Inventory of such
Covered Person, or if any other changes in accounting principles from those
used in the preparation of any of the Financial Statements are required by
or result from the promulgation of principles, rules, regulations,
guidelines, pronouncements or opinions by the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants
(or successors thereto or bodies with similar functions), and any of such
changes result in a change in the method of calculation of, or affect the
results of such calculation of, any of the financial covenants, standards
or terms found herein, then the parties hereto agree to enter into and
diligently pursue negotiations in order to amend such financial covenants,
standards or terms so as to equitably reflect such changes, with the
desired result that the criteria for evaluating the financial condition and
results of operations of such Covered Person shall be the same after such
changes as if such changes had not been made; provided, however, that until
such amendments are made, all financial covenants herein and all the
provisions hereof which contemplate financial calculation hereunder shall
remain in full force and effect.

18.8. LOAN RECORDS. The date and amount of all Advances to Borrower and
payments of amounts due from Borrower under the Loan Documents will be
recorded in the records that Administrative Agent normally maintains for
such types of transactions. The failure to record, or any error in
recording, any of the foregoing shall not, however, affect the obligation
of Borrower to repay the Loans and other amounts payable under the Loan

Documents. Borrower shall have the burden of proving that such records are
not correct. Borrower agrees that Administrative Agent's and any Lender's
books and records showing the Loan Obligations and the transactions
pursuant to this Agreement shall be admissible in any action or proceeding
arising therefrom, and shall constitute prima facie proof thereof,
irrespective of whether any Loan Obligation is also evidenced by a
promissory note or other instrument. Any statement sent by Administrative
Agent or a Lender to a Covered Person shall be deemed correct, accurate and
binding on Borrower and an account stated (except for reversals and
reapplications of payments as provided in Section 6.6 and corrections of
errors discovered by Administrative Agent or a Lender), unless Borrower
notifies Administrative Agent in writing to the contrary within 30 days
after such statement is rendered. In the event a timely written notice of
objections is given by Borrower, only the items to which exception is
expressly made will be considered to be disputed by Borrower.

18.9. OTHER SECURITY AND GUARANTIES. Administrative Agent or any Lender
may, without notice or demand and without affecting Borrower's obligations
hereunder, from time to time, for the benefit of the other Lenders and
Administrative Agent (based upon each Lender's pro-rata share): (a) take
from any Person and hold collateral (other than the Collateral) for the
payment of all or any part of the Loan Obligations and exchange, enforce
and release such collateral or any part thereof; and (b) accept and hold
any endorsement or Guaranty of payment of all or any part of the Loan
Obligations and release or substitute any such endorser or Guarantor, or
any Person who has given any Security Interest in any other collateral as
security for the payment of all or any part of the Loan Obligations, or any
other Person in any way obligated to pay all or any part of the Loan
Obligations.

18.10. LOAN OBLIGATIONS PAYABLE IN DOLLARS. All Loan Obligations shall be
payable only in Dollars. If, however, to obtain a judgment in any court it
is necessary to convert a Loan Obligation payable in Dollars into another
currency, the rate of exchange used shall be that at which Administrative
Agent, using its customary procedures, could purchase Dollars with such
other currency in New York, New York on the Business Day immediately
preceding the day on which such judgment is rendered. If any sum in another
currency is paid to a Lender or received by a Lender and applied to a Loan
Obligation payable in Dollars, such Loan Obligation shall be deemed paid
and discharged only to the extent of the amount of Dollars that
Administrative Agent, using its customary procedures, is able to purchase
in New York, New York with such sum on the Business Day immediately
following receipt thereof. Borrower agrees to indemnify each Lender against
any loss in Dollars that it may incur on such Loan Obligation as a result
of such payment or receipt and application to such Loan Obligation.

18.11. REIMBURSEMENT OBLIGATIONS OF BORROWER. Each Borrower hereby
unconditionally agrees to immediately pay to Administrative Agent or any
Affiliate thereof who issues a letter of credit on Borrower's behalf or for
Borrower's account all amounts required to pay all drafts drawn under any
such letters of credit issued for the account of Borrower and all
reasonable expenses incurred by Administrative Agent or any Affiliate
thereof who issues any such letter of credit in connection with such
letters of credit and in any event and without demand to remit (which may
be through obtaining Advances) sufficient funds to pay all debts and
liabilities arising under any letter of credit issued for the account of
Borrower. Borrower assumes all risks of the acts or omissions of any
beneficiary of any letters of credit issued for the benefit of Borrower or
for Borrower's account. Neither Administrative Agent, its Affiliates or any
Lender, nor any of their respective directors, officers, employees, agents,
or representatives shall be liable or responsible for: (a) the use which
may be made of any of the letters of credit issued for the benefit of
Borrower or for Borrower's account or for any acts or omissions of
beneficiary in connection therewith; (b) the validity, sufficiency or
genuineness of documents, or of any endorsement(s) thereon, even if such

documents should in fact prove to be in any or all respects invalid,
insufficient, fraudulent or forged; (c) payment by Administrative Agent to
any of its Affiliates in connection with, or payment by any Affiliate of
Administrative Agent against, presentation of documents which, on their
face, appear to comply with the terms of any such letter of credit, even
though such documents may fail to bear any reference or adequate reference
to any such letter of credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any letter of credit in connection
with which Administrative Agent would, pursuant to the Uniform Customs and
Practices for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500 (as amended or replaced from time to time)
with respect to documentary letters of credit or the International Standby
Practices (ISP98), International Chamber of Commerce Publication No. 590
(as amended or replaced from time to time) with respect to standby letters
of credit, or the UCC, be absolved from liability. In furtherance and not
in limitation of the foregoing, Administrative Agent or any Affiliate
thereof may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice
or information to the contrary. The rights of Administrative Agent and its
Affiliates under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which
Administrative Agent and its Affiliates may otherwise have.

18.12. CONFIDENTIALITY. Administrative Agent may obtain from any vendor any
credit, financial or other information regarding Borrower that such vendor
may from time to time possess. Administrative Agent and each Lender agrees
that it will not disclose to third Persons any information that it obtains
about Borrower or its operations or finances that are designated by
Borrower in writing as confidential or that Borrower has advised Lenders in
writing constitutes non-public information. Administrative Agent and any
Lender may, however, disclose such information to their Affiliates, to each
other, to each other's Affiliates, and to all of the officers, attorneys,
auditors, accountants, bank examiners, agents and representatives of the
foregoing who have a need to know such information in connection with the
administration, interpretation or enforcement of the Loan Documents or the
lending and collection activity contemplated therein or to the extent
required by Law or a Governmental Authority. Administrative Agent or such
Lender shall use their reasonable efforts to advise such Persons that such
information is to be treated as confidential, but shall have no liability
for failure to do so, unless such failure is willful. Administrative Agent
or any Lender may also disclose such information in any documents that it
files in any legal proceeding to pursue, enforce or preserve its rights
under the Loan Documents. Administrative Agent may also disclose credit,
financial, or other information on Borrower in Administrative Agent's
possession with Vendors and potential Vendors, suppliers of Borrower, any
Persons liable for the Loan Obligations, or any Person involved in the
Floorplan Loan Facility or Interim Floorplan Loan Facility. Administrative
Agent's and Lenders' non-disclosure obligation shall not apply to any
information that (i) is disclosed to Administrative Agent or any Lender by
a third Person not affiliated with or employed by Borrower who does not, to
Administrative Agent's or such Lender's knowledge, have a commensurate duty
of non-disclosure, or (ii) is or becomes publicly known other than as a
result of disclosure by Administrative Agent or a Lender.

18.13. TERMINATION.

18.13.1. TERMINATION FEE. Borrower may terminate no less than all of
the Commitments at any time prior to the third Anniversary Date upon:
(a) at least 60 days written notice to Administrative Agent; (b)
payment to Administrative Agent of all Loan Obligations; and (c) the

one-time payment of an amount as follows to the Administrative Agent
for the pro-rata benefit of the Lenders (such payment being the
"Termination Fee"):

DATE OF PERCENT OF AGGREGATE
TERMINATION COMMITMENTS

On or prior to the first .250%
Anniversary Date

After the first Anniversary Date .150%
through and including the
second Anniversary Date

After the second Anniversary .050%
Date through and including the
third Anniversary Date

The foregoing percentages are percentages of the Aggregate Commitments as of the
Effective Date unless the Commitments are reduced in accordance with Section
3.5, in which case the foregoing percentages are percentages of the Aggregate
Commitments after such reduction. In addition, the Termination Fee will also be
owing and shall be paid by Borrower if the Commitments are terminated on account
of an Event of Default. Notwithstanding the foregoing, (i) if the Lenders are
replaced and the Loan Obligations are fully and indefeasibly paid in cash by a
new bank group providing comparable financing (including a similar floorplan
line of credit) and in such new bank group Lenders holding at least 66.6667% of
all of the Commitments participate as lenders, then the foregoing Termination
Fee shall be waived, and (ii) if there is no Existing Default and there has been
no Default or Event of Default within the preceding 60 day period and the
Required Lenders elect to terminate the Commitments as set forth in Section 3.6,
then if the Borrower fully and indefeasibly pays the Loan Obligations in cash
within 90 days of its receipt of such termination notice, then the Termination
Fee shall be waived.

18.13.2. LIQUIDATED DAMAGES. Each party hereto agrees that any
Termination Fee represents liquidated damages and is not a penalty.

18.13.3. IRREVOCABLE; TERMINATION OF ENTIRE AGREEMENT. Any notice of
termination delivered by Borrower to Administrative Agent (which shall
be in writing) shall be irrevocable. It is understood that Borrower
may elect to terminate this Agreement in its entirety only, as
provided herein, and no Section, Commitment or other portion may be
terminated singly.

18.13.4. EFFECT ON OBLIGATIONS. No termination will relieve Borrower
from any Loan Obligations or other obligations to the Lenders or
Administrative Agent under this Agreement and the other Loan Documents

19. BINDING ARBITRATION.

19.1. ARBITRABLE CLAIMS. Except as otherwise specified below, all actions,
disputes, claims and controversies under common law, statutory law or in
equity of any type or nature whatsoever (including, without limitation, all
torts, whether regarding negligence, breach of fiduciary duty, restraint of
trade, fraud, conversion, duress, interference, wrongful replevin, wrongful
sequestration, fraud in the inducement, usury or any other tort, all
contract actions, whether regarding express or implied terms, such as
implied covenants of good faith, fair dealing, and the commercial

reasonableness of any Collateral disposition, or any other contract claim,
all claims of deceptive trade practices or lender liability, and all claims
questioning the reasonableness or lawfulness of any act), whether arising
before or after the date of this Agreement, and whether directly or
indirectly relating to: (a) this Agreement, any other Loan Document and/or
any amendments and addenda hereto, or the breach, invalidity or termination
hereof; (b) in any way connected with or related or incidental to the
dealings of the parties hereto or any of them in respect of this Agreement
or any other Loan Document, or the transactions related hereto or thereto,
in each case whether now existing or hereafter arising, and whether
sounding in contract or tort or otherwise; and/or (c) any act committed by
Administrative Agent, any Lender or by any parent company, subsidiary or
affiliated company of Administrative Agent or any Lender (the "Agent/Lender
Companies"), or by any employee, agent, officer or director of any of the
Agent/Lender Companies whether or not arising within the scope and course
of employment or other contractual representation of the Agent/Lender
Companies provided that such act arises under a relationship, transaction
or dealing between or among the Administrative Agent, the Lenders and any
Borrower described in clauses (a) and (b) above (collectively, each of the
items listed in clauses (a), (b) and (c), being the "Disputes"), WILL IN
EACH CASE BE SUBJECT TO AND RESOLVED BY BINDING ARBITRATION.

19.2. ADMINISTRATIVE BODY. All arbitration hereunder will be conducted by
the American Arbitration Association ("AAA"). If the AAA is dissolved,
disbanded or becomes subject to any state or federal bankruptcy or
insolvency proceeding, the parties will remain subject to binding
arbitration which will be conducted by a mutually agreeable arbitral forum.
The arbitrator(s) will decide if any inconsistency exists between the rules
of any applicable arbitral forum and the arbitration provisions contained
herein. If such inconsistency exists, the arbitration provisions contained
herein will control and supersede such rules. The site of all arbitration
proceedings will be in St. Louis County, Missouri.

19.3. ARBITRATION PANEL. The parties agree that all arbitrators selected
will be attorneys with at least five (5) years secured transactions
experience. The arbitration shall be conducted before a tribunal composed
of three arbitrators. Each party shall appoint an arbitrator, obtain its
appointee's acceptance of such appointment and deliver written notification
of such appointment and acceptance to the other party within thirty (30)
days after delivery of notice of arbitration. The two party-appointed
arbitrators shall jointly appoint the third arbitrator, obtain the
appointee's acceptance of such appointment and notify the parties in
writing of such appointment and acceptance within thirty days after their
appointment and acceptance. The third arbitrator shall serve as the
chairperson of the tribunal. All decisions or ruling(s) of the tribunal, as
well as any interim order(s) or final award, shall be pursuant to the
majority vote of the three arbitrators comprising the tribunal.

19.4. DISCOVERY. Discovery permitted in any arbitration proceeding
commenced hereunder is limited as follows. No later than thirty (30) days
after the filing of a claim for arbitration, the parties will exchange
detailed statements setting forth the facts supporting the claim(s) and all
defenses to be raised during the arbitration, and a list of all exhibits
and witnesses. At least twenty-one (21) days prior to the arbitration
hearing, the parties will exchange a final list of all exhibits and all
witnesses, including any designation of any expert witness(es) together
with a summary of their testimony, and a copy of all documents and a
detailed description of any property to be introduced at the hearing. Under
no circumstances will the use of interrogatories, requests for admission,
or requests for the production of documents be permitted. Up to two (2)
depositions shall be permitted for each party, but no single deposition
shall extend for more than two (2) days or for more than seven (7) hours in
a day. However, in the event of the designation of any expert witness(es),
the following will occur: (a) all information and documents relied
upon by the expert witness(es) will be delivered to the opposing party, (b)

the opposing party will be permitted to depose the expert witness(es), (c)
the opposing party will be permitted to designate rebuttal expert
witness(es), and (d) the arbitration hearing will be continued to the
earliest possible date that enables the foregoing limited discovery to be
accomplished.

19.5. EXEMPLARY OR PUNITIVE DAMAGES. The arbitrator(s) will not have the
authority to award exemplary or punitive damages and each party hereby
irrevocably waives any right to claim any exemplary or punitive damages.

19.6. CONFIDENTIALITY OF AWARDS. All arbitration proceedings, including
testimony or evidence at hearings, will be kept confidential, although any
award or order rendered by the arbitrator(s) pursuant to the terms of this
Agreement may be entered as a judgment or order in any state or federal
court and may be confirmed within the federal judicial district which
includes the residence of the party against whom such award or order was
entered. This Agreement concerns transactions involving commerce among the
several states. The Federal Arbitration Act, Title 9 U.S.C. Sections 1 et
seq., as amended ("FAA") will govern all arbitration(s) and confirmation
proceedings hereunder.

19.7. PREJUDGMENT; PROVISIONAL REMEDIES; FORECLOSURE. Nothing herein will
be construed to prevent Administrative Agent, any Lender, or any Borrower's
use, whether before, during or after institution of arbitration
proceedings, of bankruptcy, receivership, injunction, repossession,
replevin, claim and delivery, sequestration, seizure, attachment,
foreclosure, liquidation, setoff, recoupment, and/or any other prejudgment
or provisional action or remedy relating to any Collateral for any current
or future debt owed by any party to the other. Any such action or remedy
will not waive Administrative Agent, any Lender, or any Borrower's right to
compel arbitration of any Dispute.

19.8. ATTORNEYS' FEES. If any Borrower, Administrative Agent or any Lender
brings any other action for judicial relief with respect to any Dispute
(other than those set forth in Section 19.7) and such action is stayed or
dismissed, the party bringing such action will be liable for and
immediately pay all of the other party's costs and expenses (including
attorneys' fees) incurred to stay or dismiss such action and remove or
refer such Dispute to arbitration. If any Borrower, Administrative Agent or
any Lender brings or appeals an action to vacate or modify an arbitration
award and such party does not prevail, such party will pay all costs and
expenses, including reasonable attorneys' fees, incurred by the other party
in defending such action. Additionally, if any Borrower sues Administrative
Agent and/or any Lender or institutes any arbitration claim or counter
claim against Administrative Agent and/or any Lender in which
Administrative Agent and/or any Lender is the prevailing party, Borrower
will pay all costs and expenses (including reasonable attorneys' fees)
incurred by Administrative Agent and/or any Lender in the course of
defending such action or proceeding.

19.9. LIMITATIONS. Any arbitration proceeding must be instituted: (a) with
respect to any Dispute for the collection of any debt owed by either party
to the other, within two (2) years after the date the last payment was
received by the instituting party; and (b) with respect to any other
Dispute, within two (2) years after the date the incident giving rise
thereto occurred, whether or not any damage was sustained or capable of
ascertainment or either party knew of such incident. Failure to institute
an arbitration proceeding within such period will constitute an absolute
bar and waiver to the institution of any proceeding, whether arbitration or
a court proceeding, with respect to such Dispute.

19.10. SURVIVAL AFTER TERMINATION. The agreement to arbitrate will survive
the termination of this Agreement. The parties hereto expressly agree that
the arbitration provision will not be subject to, nor governed by, any
arbitration statute of the Commonwealth of Kentucky.

19.11. INVALIDITY/UNENFORCEABILITY OF BINDING ARBITRATION; JURY TRIAL
WAIVER; SERVICE OF PROCESS; FORUM. IF THIS AGREEMENT IS FOUND TO BE NOT
SUBJECT TO ARBITRATION, THEN:

19.11.1. JURY TRIAL WAIVER. ANY LEGAL PROCEEDING WITH RESPECT TO ANY
DISPUTE (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM IN RESPECT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER OR NOR SOUNDING IN CONTRACT OR TORT OR OTHERWISE,
WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE WITHOUT
A JURY. EACH BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER WAIVE ANY
RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING. EACH BORROWER,
ADMINISTRATIVE AGENT, AND EACH LENDER FURTHER AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY
COURT TRIAL WITHOUT A JURY AND THAT EITHER MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.

19.11.2. CHOICE OF FORUM. Subject only to the exception in the next
sentence, Borrower, Administrative Agent, and each Lender hereby
agrees to the exclusive jurisdiction of the federal court of the
Eastern District of Missouri and the state courts of Missouri located
in St. Louis County, Missouri and waives any objection based on
venue or forum non conveniens with respect to any action instituted
----- --- ----------
therein, and agrees that any dispute concerning the relationship
between Administrative Agent, Lenders, and Borrower or the conduct of
any of them in connection with this Agreement or otherwise shall be
heard only in the courts described above. Notwithstanding the
foregoing: (1) Administrative Agent or any Lender shall have the right
to bring any action or proceeding against any Borrower or its property
in any courts of any other jurisdiction Administrative Agent or any
Lender deem necessary or appropriate in order to realize on the
Collateral, real estate or other security for the Loan Obligations,
and (2) each party hereto acknowledges that any appeals from the
courts described in the immediately preceding sentence may have to be
heard by a court located outside those jurisdictions.

19.11.3. SERVICE OF PROCESS. Each Borrower hereby waives personal
service of any and all process upon it and consents that all such
service of process may be made by registered mail (return receipt
requested) directed to Borrower at its address set forth on the
signature pages hereof, and service so made shall be deemed to be
completed five (5) days after the same shall have been so deposited in
the U.S. mails; or at Administrative Agent's or any Lender's option,
by service upon CT Corporation which Borrower irrevocably appoints as
such Borrower's agent for the purpose of accepting service of process.
Administrative Agent or such Lender shall promptly forward by
registered mail any process so served upon said agent to Borrower at

its address on the signature pages hereof. Nothing in this Section
shall affect the right of Administrative Agent or any Lender to serve
legal process in any other manner permitted by Law.

20. MISCELLANEOUS.

20.1. NOTICES. All notices, consents, requests and demands to or upon the
respective parties hereto shall be in writing, and shall be deemed to have
been given or made when delivered in person to those Persons listed on the
signature pages hereof or four (4) days after the date when deposited in
the United States mail, postage prepaid, or, in the case of the overnight
courier services, when delivered to the overnight courier service, or in
the case of telecopy notice, when sent, verification received, in each case
addressed as set forth on the signature pages hereof, or to such other
address as either party may designate by notice to the other in accordance
with the terms of this Section. No notice given to or demand made on
Borrower by Administrative Agent or any Lender in any instance shall
entitle Borrower to notice or demand in any other instance.

20.2. AMENDMENTS AND MODIFICATIONS; WAIVERS AND CONSENTS; ALL LENDERS.
Unless otherwise provided herein, no amendment to or modification of any
provision of this Agreement, or of any of the other Loan Documents shall be
effective unless it is in writing and signed by authorized officers of
Borrower and Required Lenders. Unless otherwise provided herein, no waiver
of, or consent to any departure by Borrower from, the requirements of any
provision of this Agreement or any of the other Loan Documents shall be
effective unless it is in writing and signed by authorized officers or
representatives of Required Lenders. Any such amendment, modification,
waiver or consent shall be effective only in the specific instance and for
the purpose for which given. The foregoing notwithstanding, no such
amendment, modification or consent shall, unless signed by authorized
officers of Borrower and authorized officers or representatives of all
Lenders: (i) change the Dollar amount of any Revolving Loan Commitment,
Term Loan Commitment (except the Term Loan Commitment may be reduced from
time to time as provided in Section 3.2.1 without the consent of any
Lender) or Floorplan Loan Facility of any Lender, (ii) reduce or forgive
the repayment of principal of any Advance, (iii) change the regularly
scheduled dates for payments of principal or interest of any Advance or
other fees or amounts payable to any Lender under the Loan Documents
(including, without limitation, the Revolving Loan Maturity Date, or the
Term Loan Maturity Date), (iv) change the provisions of Section 17 to the
detriment of any Lender, (v) change the definition of Required Lenders
herein, (vi) change the provisions of this Section, (vii) release any
Guarantor or any Covered Person from its obligations under the Loan
Documents, (viii) change the Borrowing Base definition, (ix) change any
provisions of this Agreement requiring ratable distributions to Lenders, or
(x) exchange, waive, or release the Security Interests in any of the
Collateral (except as expressly permitted by Section 14.9); provided,
however, that to the extent not permitted by Section 14.9, Administrative
Agent may, in its absolute discretion and without the consent of any Lender
or any Covered Person or Guarantor, may permit Borrower or such other
applicable Person to exchange, waive or release the Security Interests in
any of the Collateral so long as the fair market value of the Collateral
which is exchanged or for which the Security Interest is waived or released
does not exceed $500,000 in each instance and $2,000,000 in the aggregate
per calendar year. No notice to or demand on Borrower in any instance shall
entitle Borrower to any other or further notice or demand in another
similar or different instance. No failure by Administrative Agent or any
Lender to exercise, and no delay by Administrative Agent or any Lender in
exercising, any right, remedy, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise by
Administrative Agent or any Lender of any right, remedy, power or privilege
hereunder preclude any other exercise thereof, or the exercise of any other
right, remedy, power or privilege existing under any Law or otherwise.

20.3. COURSE OF DEALING. Acceptance of or acquiescence in a course of
performance or course of dealing rendered or taken under or with respect to
this Agreement or the other Loan Documents will not be relevant in any
respect to determine the meaning of this Agreement or the other Loan
Documents, or the obligations or liabilities of the parties hereto under
this Agreement or the other Loan Documents, even though the accepting or
acquiescing party had knowledge of the nature of the performance and
opportunity for objection.

20.4. RIGHTS CUMULATIVE. Each of the rights and remedies of Administrative
Agent and Lenders under this Agreement shall be in addition to all of its
other rights and remedies under applicable Law, and nothing in this
Agreement shall be construed as limiting any such rights or remedies.

20.5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and all future holders of the
Notes and their respective successors and assigns, except that Borrower may
not assign, delegate or transfer any of its rights or obligations under
this Agreement without the prior written consent of Administrative Agent
and Required Lenders. With respect to Borrower's successors and assigns,
such successors and assigns shall include any receiver, trustee or
debtor-in-possession of or for Borrower.

20.6. SEVERABILITY. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or lack of authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or
legality of such provision in any other jurisdiction unless the
ineffectiveness of such provision would result in such a material change as
to cause completion of the transactions contemplated hereby to be
unreasonable.

20.7. COUNTERPARTS. This Agreement may be executed by the parties hereto on
any number of separate counterparts, and all such counterparts taken
together shall constitute one and the same instrument. It shall not be
necessary in making proof of this Agreement to produce or account for more
than one counterpart signed by the party to be charged.

20.8. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement, the Notes and
the other Loan Documents and the rights and obligations of the parties
hereunder and thereunder shall be governed by and construed and interpreted
in accordance with the internal Laws of the State of Missouri applicable to
contracts made and to be performed wholly within such state, without regard
to choice or conflicts of law principles; except that the provisions of the
Loan Documents pertaining to the creation or perfection of Security
Interests or the enforcement of rights of Administrative Agent and Lenders
in Collateral located in a State other that the State of Missouri shall be
governed by the Laws of such State. This Agreement is solely for the
benefit of the parties hereto and their respective successors and assigns,
and no other Person shall have any right, benefit, priority or interest
under, or because of the existence of, this Agreement.

20.9. COUNTERPART FACSIMILE EXECUTION. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile
machine or telecopier is to be treated as an original document. The
signature of any Person thereon, for purposes hereof, is to be considered
as an original signature, and the document transmitted is to be considered
to have the same binding effect as an original signature on an original
document. At the request of any party hereto, any facsimile or telecopy
document is to be re-executed in original form by the Persons who executed
the facsimile or telecopy document. No party hereto may raise the use of a
facsimile machine or telecopier or the fact that any signature was
transmitted through the use of a facsimile or telecopier machine as a
defense to the enforcement of this Agreement or any amendment or other
document executed in compliance with this Section.

20.10. NO OTHER AGREEMENTS. There are no other agreements between
Administrative Agent, Lenders, and Borrower, oral or written, concerning
the subject matter of the Loan Documents, and all prior agreements
concerning the same subject matter, including any proposal or commitment
letter, are merged into the Loan Documents and thereby extinguished.

20.11. NEGOTIATED TRANSACTION. Borrower, Administrative Agent and each
Lender represent each to the others that in the negotiation and drafting of
this Agreement and the other Loan Documents they have been represented by
and have relied upon the advice of counsel of their choice. Borrower and
Administrative Agent affirm that their counsel have both had substantial
roles in the drafting and negotiation of this Agreement and each Lender
affirms that its counsel has participated in the drafting and negotiation
of this Agreement; therefore, this Agreement will be deemed drafted by all
of Borrower, Administrative Agent and Lenders, and the rule of construction
to the effect that any ambiguities are to be resolved against the drafter
will not be employed in the interpretation of this Agreement.

20.12. INCORPORATION BY REFERENCE. All of the terms of the other Loan
Documents are incorporated in and made a part of this Agreement by this
reference.

20.13. STATUTORY NOTICE-INSURANCE. The following notice is given pursuant
to Section 427.120 of the Missouri Revised Statutes; nothing contained in
such notice shall be deemed to limit or modify the terms of the Loan
Documents:

UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR
AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR
INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT
YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT
YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE
COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY
AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY
OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE
RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE
PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH
THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE
CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY
BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE
INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN
ON YOUR OWN.

20.14. STATUTORY NOTICE--ORAL COMMITMENTS. The following notice is given
pursuant to Section 432.045 of the Missouri Revised Statutes; nothing
contained in such notice shall be deemed to limit or modify the terms of
the Loan Documents:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR)
FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING

SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.

{remainder of page intentionally left blank;
signature pages follow}

THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE WHICH MAY BE ENFORCED
BY THE PARTIES.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by appropriate duly authorized officers as of the Effective Date.

DEUTSCHE FINANCIAL SERVICES CORPORATION,
as Administrative Agent and a Lender

By: _____________________________________________
Name: Xxxxxxx XxxXxxxxx
Title: Vice President

Notice Address:

Deutsche Financial Services Corporation
000 Xxxxxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxxxx XxxXxxxxx, Vice President
FAX # (000) 000-0000
TEL # (000) 000-0000

with a copy to

Deutsche Financial Services Corporation
000 Xxxxxxxxx Xxxxxx Xxxxx
Xx. Xxxxx, XX 00000-0000
Attn.: General Counsel
FAX # (000) 000-0000
TEL # (000) 000-0000

Signature Page 1 of 8

POMEROY COMPUTER RESOURCES, INC., AS A BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________

XXXXXXX SELECT INTEGRATION SOLUTIONS, INC., AS A BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________

XXXXXXX SELECT ADVISORY SERVICES, INC., AS A BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________

POMEROY COMPUTER RESOURCES SALES COMPANY, INC., AS A BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________

XXXXXXX COMPUTER RESOURCES HOLDING COMPANY, INC., AS A BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________

XXXXXXX COMPUTER RESOURCES OPERATIONS, LLP, AS A BORROWER

By: Pomeroy Computer Resources, Inc., its partner

By:________________________________________
Name:______________________________________
Title:_____________________________________

TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC., AS A BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________

Signature Page 2 of 8

T.I.F.S. ADVISORY SERVICES, INC., AS A BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________

THE LINC, LLC AS A BORROWER

By: Pomeroy Computer Resources Sales Company, Inc., its sole member

By:________________________________________
Name:______________________________________
Title:_____________________________________

VAL TECH COMPUTER SYSTEMS, INC., AS A BORROWER

By:________________________________________
Name:______________________________________
Title:_____________________________________

Notice Address for all Borrowers:
0000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Attn: ___________
FAX # (000) 000-0000
TEL # (000) 000-0000

with a copy to

Xxxxxxxxx & Dreidame Co., LPA
000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxxx, III, Esq.
FAX # (000) 000-0000
TEL # (000) 000-0000

Signature Page 3 of 8

FIRSTAR BANK, NATIONAL ASSOCIATION, AS A LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________

Notice Address:
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
FAX #000-000-0000
TEL #000-000-0000

Signature Page 4 of 8

NATIONAL CITY BANK, AS A LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________

Notice Address:
Corporate Banking
0 Xxxxx Xxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: Xxxx X. Xxxxxx
FAX # 000-000-0000
TEL # 000-000-0000

Signature Page 5 of 8

IBM CREDIT CORPORATION, AS A LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________

Notice Address:
0000 XxxxxXxxx Xxxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
FAX # 000-000-0000
TEL # 000-000-0000

Signature Page 6 of 8

UPS CAPITAL CORPORATION, AS A LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________

Notice Address:
00 Xxxxxxxx Xxxxxxx, XX
Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
FAX # _________________
TEL # 000-000-0000

Signature Page 7 of 8

FIFTH THIRD BANK, NORTHERN KENTUCKY, INC., AS A LENDER

By:________________________________________
Name:______________________________________
Title:_____________________________________

Notice Address:
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000

Attn: Xxxxx Xxxxxxx
FAX # 000-000-0000
TEL # 000-000-0000

Signature Page 8 of 8

EXHIBIT 2.1

GLOSSARY AND INDEX OF DEFINED TERMS

AAA -- is defined in Section 19.2.

ACCOUNT -- as to any Person, the right of such Person to payment for goods sold
or leased or for services rendered by such Person, and includes Lease-in-Process
Inventory.

ACCOUNT DEBTOR -- the obligor on any Account.

ACQUIRING COMPANY -- the Person obligated to pay or provide the consideration
payable in connection with a Permitted Acquisition upon the consummation
thereof.

ACQUISITION DOCUMENTS -- in the case of any Permitted Acquisition, the documents
to which Borrower or any other Covered Person is a party and under which such
Permitted Acquisition is contemplated, and all of the foregoing at any time
after a Permitted Acquisition has occurred.

ACQUISITION DOCUMENTS ASSIGNMENT -- the assignment of the Acquisition Documents
that is executed and delivered to Administrative Agent for the benefit of
Lenders as provided herein, and consented to by the applicable Seller.

ADJUSTED LIBOR RATE -- is defined in Section 4.6.

ADMINISTRATIVE AGENt -- DFS in its capacity as Administrative Agent under this
Agreement, and its successors and assigns in such capacity.

ADVANCE -- a Term Loan Advance, a Revolving Loan Advance, a Swingline Advance,
an Interim Floorplan Loan Advance or Floorplan Loan Advance.

ADVANCE DATE -- the date on which an Advance is requested by Borrower to be
made, or is otherwise contemplated or intended to be made, as provided herein.

AFFILIATE -- with respect to any Person, (a) any other Person who is a partner,
director, officer or stockholder of such Person; and (b) any other Person which,
directly or indirectly, is in control of, is controlled by or is under common
control with such Person, and any partner, director, officer or stockholder of
such other Person described. For purposes of this Agreement, control of a
Person by another Person shall be deemed to exist if such other Person has the
power, directly or indirectly, either to (i) vote twenty percent (20%) or more
of the securities having the power to vote in an election of directors of such
Person, or (ii) direct the management of such Person, whether by contract or
otherwise and whether alone or in combination with others.

AGENT/LENDER COMPANIES -- is defined in Section 19.1.

AGGREGATE COMMITMENT -- either the Aggregate Revolving Loan Commitment, the
Aggregate Term Loan Commitment or the Aggregate Floorplan Loan Facility.

AGGREGATE LOAN -- any of the Aggregate Term Loan, the Aggregate Revolving Loan,
the Swingline Loan, the Interim Floorplan Loan, or the Aggregate Floorplan Loan
Facility as the case may be.

AGGREGATE FLOORPLAN LOAN -- the from time to time outstanding principal balance
of all Floorplan Loan Advances.

AGGREGATE FLOORPLAN LOAN FACILITY -- the aggregate discretionary line of Lenders
as stated in Section 3.3.1 to fund Floorplan Loan Advances, as it may be
changed as provided herein.

AGGREGATE REVOLVING LOAN -- the from time to time outstanding principal balance
of all Revolving Loan Advances.

AGGREGATE REVOLVING LOAN COMMITMENT -- the aggregate commitments of Lenders as
stated in Section 3.1.1 to fund Revolving Loan Advances, as it may be changed
as provided herein.

AGGREGATE TERM LOAN -- the from time to time outstanding principal amount of the
Aggregate Term Loan Advances.

AGGREGATE TERM LOAN COMMITMENT -- the aggregate commitments of Lenders as stated
in Section 3.2.1 to fund Term Loan Advances, as it may be changed as provided
herein.

ANNIVERSARY DATE -- each annual anniversary of the Effective Date.

APPLICABLE LENDING OFFICE -- means, for Administrative Agent and each Lender and
for each Loan, the "Applicable Lending Office" of Administrative Agent or such
Lender (or of an affiliate of such Lender) designated for such Loan on the
signature pages hereof or such other office of such Lender (or an affiliate of
Administrative Agent or such Lender) as Administrative Agent or such Lender may
from time to time specify to the Administrative Agent (in the case of another
Lender) and the Borrower by written notice in accordance with the terms hereof
as the office by which its Loans are to be made and maintained.

APPROVAL -- means Administrative Agent's approval to finance particular
Inventory for Borrower which is evidenced by Administrative Agent issuing a
financing approval number to the vendor of such Inventory. "Approval" also
means (i) any open-to-buy authorization given by Administrative Agent to a
vendor, pursuant to which Administrative Agent may authorize such vendor to
assume Administrative Agent's approval to finance inventory until Administrative
Agent affirmatively withdraws such authorization, and (ii) any Approval for
which Administrative Agent has not made an Interim Floorplan Loan Advance or the
Lenders have not made a Floorplan Loan Advance as a result of Administrative
Agent not receiving the invoice from the vendor for the Inventory which is
subject to the Approval.

ASBESTOS MATERIAL -- either asbestos or asbestos-containing materials.

ASSIGNED COLLATERAL -- any tangible or intangible property of Borrower or any
other Person, now owned or hereafter acquired, other than the Personal Property
Collateral, in which Administrative Agent holds or will hold a Security Interest
under a Collateral Assignment to secure payment or performance of any of the
Loan Obligations, and all proceeds thereof.

ASSIGNMENT AND ACCEPTANCE -- means an Assignment and Acceptance in the form
attached hereto as Exhibit 18.4.1

AVERAGE DAILY BALANCE -- is defined in Section 4.2.3.

BASE RATE -- for any day, the rate per annum equal to the Prime Rate (as such
rate may fluctuate from time to time as provided for herein) for such day plus
the Prime Increment. Any change in the Base Rate due to a change in the Prime
Rate shall be effective on the effective date of such change in the Prime Rate.
The interest rate so designated from time to time as the Base Rate by
Administrative Agent is a reference rate and does not necessarily represent the
lowest or best rate charged to any customer of Administrative Agent or any other
Lender or The Chase Manhattan Bank.

BASE RATE ADVANCE -- an Advance that will become an Base Rate Loan.

BASE RATE LOAN -- any portion of a Loan on which interest accrues at the Base
Rate.

BLOCKED ACCOUNTS -- is defined in Section 6.1.2.1.

BLOCKED ACCOUNT ASSIGNMENTS -- the assignments of the Blocked Accounts that are
executed and delivered to Administrative Agent for the benefit of Lenders as
provided herein.

BORROWING BASE -- is defined in Section 3.1.4.

BORROWING BASE CERTIFICATE -- the certificate required to be delivered to
Administrative Agent and each Lender from time to time as provided in Section
13.15.1.

BORROWING AGENT -- is defined in Section 2.9.

BORROWING OFFICER -- each officer of the Borrowing Agent who is authorized to
submit a request for an Advance or take such other action as described in
Section 2.9 on behalf of each Borrower as designated by the Borrowing Agent in a
writing delivered to Administrative Agent.

BUSINESS DAY -- a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the Laws of either
the United States or the State of Missouri.

CAPITAL EXPENDITURE -- is defined in Section 15.1.

CAPITAL EXPENDITURE EQUIVALENT -- is defined in Section 15.1.

CAPITAL LEASE -- any lease that has been or should be capitalized under GAAP.

CASH COLLATERAL ACCOUNT -- the account(s) with such financial institution as
selected or designated by Administrative Agent from time to time that is
designated by Administrative Agent as the Cash Collateral Account.

CHARTER DOCUMENTS -- the articles or certificate of incorporation and bylaws of
a corporation; the certificate of limited partnership and partnership agreement
of a limited partnership; the partnership agreement of a general partnership;
the articles of organization and operating agreement of a limited liability
company; or the indenture of a trust.

CLOSING FEE -- the fee payable to Administrative Agent for the benefit of the
Lenders as required in Section 5.1.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986 and all regulations thereunder of the
IRS.

COLLATERAL -- all assets and property of Borrower, including without limitation,
all of the Personal Property Collateral, the Assigned Collateral, and any other
property or asset in which Administrative Agent or a Lender has a Security
Interest to secure payment or performance of the Loan Obligations and all
proceeds thereof.

COLLATERAL ASSIGNMENT -- any of the collateral assignments required or
contemplated under Section 8.4 to be executed and delivered to Administrative
Agent for the benefit of the Lenders.

iii

COMMITMENT -- the Term Loan Commitment or Revolving Loan Commitment of a Lender,
the Swingline Commitment of Administrative Agent, the Interim Floorplan Loan
Facility of Administrative Agent or the Floorplan Loan Facility of a Lender.

COMMONLY CONTROLLED ENTITY -- a Person which is under common control with
another Person within the meaning of Section 414(b) or (c) of the Code.

CONTRACT -- any contract, capital lease, operating lease, note, bond, indenture,
deed, mortgage, deed of trust, security agreement, pledge, hypothecation
agreement, assignment, or other agreement or undertaking, or any security.

COVERED PERSON -- is defined in Section 2.4.

CURRENT ASSETS -- is defined in Section 15.1.

CURRENT LIABILITIES -- is defined in Section 15.1.

CREDIT FACILITIES AGREEMENT -- This Agreement.

DAILY CHARGE -- is defined in Section 4.2.3.

DAILY RATE -- is defined in Section 4.2.3.

DEFAULT -- any of the events listed in Section 16.1 of this Agreement, without
giving effect to any requirement for the giving of notice, for the lapse of
time, or both, or for the happening of any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity and
in certain other circumstances as provided in Section 4.11.

DEFAULTING LENDER -- is defined in Section 7.6.1.

DISCLOSURE SCHEDULE -- the disclosure schedule of Borrower attached hereto as
Exhibit 11.

DISPUTES -- is defined in Section 19.1.

Distribution -- is defined in Section 14.10.

DOL -- the United States Department of Labor.

DOLLARS AND THE SIGN $ -- lawful money of the United States.

EBITDA -- is defined in Section 15.1.

EFFECTIVE DATE -- the date when this Agreement is effective as provided in
Section 1.

ELIGIBLE ACCOUNTS -- is defined in Section 3.1.5.

ELIGIBLE ASSIGNEE -- means (i) a Lender (including any successor by merger);
(ii) an Affiliate of a Lender; and (iii) subject to Section 18.4.1.1, any other
Person approved by the Administrative Agent; provided, however, that neither the
-------- -------
Borrower, Guarantor nor an Affiliate of the Borrower or Guarantor shall qualify
as an "Eligible Assignee."

EMPLOYMENT LAW -- ERISA, the Occupational Safety and Health Act, the Fair Labor
Standards Act, or any other Law pertaining to the terms or conditions of labor
or safety in the workplace or discrimination or sexual harassment in the
workplace.

ENCUMBRANCE -- as to any item of real or personal property, any easement,
right-of-way, license, condition, or restrictive covenant, or zoning or similar
restriction, that is not a Security Interest but is enforceable by any Person
other than the record owner of such property.

ENVIRONMENTAL LAW -- the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Clean Air Act, or any other Law pertaining to environmental
quality or remediation of Hazardous Material.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974.

ERISA Affiliate -- as to any Person, any trade or business (irrespective of
whether incorporated) which is a member of a group of which such Person is a
member and thereafter treated as a single employer under Sec.414(b), (c), (m) or
(o) of the Code or applicable Treasury Regulations.

EVENT OF DEFAULT -- any of the events listed in Section 16.1 of this Agreement
as to which any requirement for the giving of notice, for the lapse of time, or
both, or for the happening of any further condition, event or act has been
satisfied.

EXECUTION DATE -- the date when this Agreement has been executed.

EXISTING DEFAULT -- a Default which has occurred and is continuing, or an Event
of Default which has occurred, and which has not been waived in writing by the
Required Lenders.

FAA -- is defined in Section 19.6.

FEDERAL FUNDS RATE -- for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
--------
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to the Administrative
Agent (in its individual capacity) on such day on such transactions as
determined by the Administrative Agent.

FINANCIAL STATEMENTS -- the most recent of the Initial Financial Statements and
the financial statements of Borrower required to be furnished to Administrative
Agent under this Agreement.

FIXED CHARGES -- is defined in Section 15.1.

FLOORPLAN INVENTORY VALUE -- means one hundred percent (100%) of the total
aggregate wholesale invoice price of all of Borrower's Inventory financed under
the Floorplan Loan Facility and the Interim Floorplan Loan Facility in which
Administrative Agent has a first priority, perfected Security Interest (subject
to no other Security Interest) that is unsold and not leased by Borrower and is
in Borrower's possession and control as of the date of determination, less the
amount of any such Inventory reported by the Borrower (if the Borrower is

required by the Administrative Agent or the Required Lenders to report) as
demonstration items or Inventory that is obsolete or otherwise unmerchantable.

FLOORPLAN LOAN -- any Lender's pro-rata share of the Aggregate Floorplan Loan.

FLOORPLAN LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Floorplan Loan Facility.

FLOORPLAN LOAN FACILITY -- the discretionary line of credit of each Lender as
stated in Section 3.3.1 to fund Floorplan Loan Advances.

FLOORPLAN LOAN MATURITY DATE -- is defined in Section 6.1.2.3.

FLOORPLAN SHORTFALL -- means the amount, if any, by which (a) the sum of the
Aggregate Floorplan Loans and Interim Floorplan Loans (less the amount of the
Aggregate Floorplan Loans and Interim Floorplan Loans attributable to Inventory
purchased by Borrower during the In Transit Period (defined below) as evidenced
by the invoice date) outstanding on any date of determination, exceeds (b) the
Floorplan Inventory Value as determined by Administrative Agent as of such date
of determination. "In Transit Period" shall mean a period determined by
Administrative Agent which reasonably estimates the time period it takes
Inventory ordered by Borrower and shipped by a Vendor to arrive at Borrower's
location. Until notice is given by Administrative Agent of a change in the In
Transit Period, the In-Transit Period shall be the three (3) day period
immediately preceding the date of the most recent Schedule of Inventory.

FRB -- the Board of Governors of the Federal Reserve System and any successor
thereto or to the functions thereof.

FUNDED LEASE PORTFOLIO -- is defined in Section 15.1.

GAAP -- those generally accepted accounting principles set forth in Statements
of the Financial Accounting Standards Board and in Opinions of the Accounting
Principles Board of the American Institute of Certified Public Accountants or
which have other substantial authoritative support in the United States and are
applicable in the circumstances, as applied on a consistent basis.

GOVERNMENTAL AUTHORITY -- the federal government of the United States; the
government of any foreign country that is recognized by the United States or is
a member of the United Nations; any state of the United States; any local
government or municipality within the territory or under the jurisdiction of any
of the foregoing; any department, agency, division, or instrumentality of any of
the foregoing; and any court, arbitrator, or board of arbitrators whose orders
or judgments are enforceable by or within the territory of any of the foregoing.

GROUP -- as used in Regulation 13-D issued by the Securities and Exchange
Commission.

GUARANTOR -- each Person who from time to time executes and delivers to
Administrative Agent for the benefit of Lenders a Guaranty of part or all of the
Loan Obligations.

GUARANTY -- each guaranty of part or all of the Loan Obligations executed and
delivered to Administrative Agent for the benefit of Lenders by any Guarantor.

HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or special waste,
material, substance or constituent thereof, or any other such substance (as
defined under any applicable Law or regulation), including Asbestos Material.

IMPOSITIONS -- is defined in Section 4.12.2.

INDEBTEDNESS -- as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii) to
pay the deferred purchase price of property or services; (iii) to make payments
or reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments or reimbursements with respect to letters of credit whether or not
there have been drawings thereunder; (v) with respect to which there is any
Security Interest in any property of such Person; (vi) to make any payment or
contribution to a Multi-Employer Plan; (vii) that is evidenced by a note, bond,
debenture or similar instrument; (viii) under any conditional sale agreement or
title retention agreement; (ix) all Liabilities (as defined by GAAP) under any
Capital Lease or (x) to pay interest or fees with respect to any of the
foregoing. Indebtedness also includes any other Obligation that either (i) is
non-contingent and liquidated in amount or (ii) should under GAAP be included in
liabilities and not just as a footnote on a balance sheet.

INDIRECT OBLIGATION -- as to any Person, (a) any guaranty by such Person of any
Obligation of another Person; (b) any Security Interest in any property of such
Person that secures any Obligation of another Person; (c) any enforceable
contractual requirement that such Person (i) purchase an Obligation of another
Person or any property that is security for such Obligation, (ii) advance or
contribute funds to another Person for the payment of an Obligation of such
other Person or to maintain the working capital, net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such other
Person, (iii) purchase property, securities or services from another Person for
the purpose of assuring the beneficiary of any Obligation of such other Person
that such other Person has the ability to timely pay or discharge such
Obligation, (iv) grant a Security Interest in any property of such Person to
secure any Obligation of another Person, (v) otherwise assure or hold harmless
the beneficiary of any Obligation of another Person against loss in respect
thereof; (d) any Obligation arising from the endorsement by such Person of an
instrument (e) any Obligation of such Person as a surety; and (f) any other
contractual requirement enforceable against such Person that has the same
substantive effect as any of the foregoing. The term Indirect Obligation does
not, however, include the endorsement by a Person of instruments for deposit or
collection in the ordinary course of business or the liability of a general
partner of a partnership for Obligations of such partnership. The amount of any
Indirect Obligation of a Person shall be deemed to be the stated or determinable
amount of the Obligation in respect of which such Indirect Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by such Person in good faith.

INITIAL FINANCIAL STATEMENTS -- the financial statements (not including the
projections) of Borrower referred to in Section 10.1.2.

INSURANCE PROCEEDS -- insurance and/or condemnation proceeds payable as a
consequence of damage to or destruction of any of the Collateral.

INTANGIBLES -- is defined in Section 15.1.

INTELLECTUAL PROPERTY -- as to any Person, any domestic or foreign patents or
patent applications of such Person, any inventions made or owned by such Person
upon which either domestic or foreign patent applications have not yet been
filed, any domestic or foreign trade names or trademarks of such Person, any
domestic or foreign trademark registrations or applications filed by such
Person, any domestic or foreign service marks of such Person, any domestic or
foreign service xxxx registrations and applications by such Person, any domestic
or foreign copyrights of such Person, and any domestic or foreign copyright
registrations or applications by such Person.

vii

INTELLECTUAL PROPERTY ASSIGNMENT -- each assignment of Intellectual Property
that Borrower or any other Person executes and delivers to Administrative Agent
for the benefit of Lenders, either on or after the Execution Date.

INTERCREDITOR AGREEMENT -- individually and collectively, any Intercreditor
Agreement by and between the Administrative Agent on behalf of the Lenders, and
each holder of the Other Creditor Indebtedness, each in form and substance
satisfactory to Administrative Agent.

INTEREST EXPENSE -- is defined in Section 15.1.

INTEREST/CURRENCY HEDGE OBLIGATION -- any obligations of Borrower to
Administrative Agent, any Lender or any of their respective Affiliates or
Subsidiaries under an agreement or agreements between Borrower and
Administrative Agent, any Lender or any of their respective Affiliates or
Subsidiaries under which the exposure of Borrower to fluctuations in interest
rates or currencies is effectively limited, including, without limitation,
whether in the form of one or more interest rate cap, collar, corridor
agreements, interest rate swaps, currency swaps, or the like, or options
therefor.

INTERIM FLOORPLAN LOAN ADVANCE -- an Advance by Administrative Agent under the
Interim Floorplan Loan Facility.

INTERIM FLOORPLAN LOAN -- Administrative Agent's aggregate Interim Floorplan
Loan Advances.

INTERIM FLOORPLAN LOAN FACILITY -- the discretionary line of credit of
Administrative Agent as stated in Section 3.3.2 to fund Interim Floorplan Loan
Advances.

INVENTORY -- goods owned, leased or held by a Person for sale, lease, sublease
or resale or furnished or to be furnished under contracts for services, and raw
materials, goods/work in process, materials, component parts and supplies used
or consumed, or held for use or consumption in such Person's business.

INVESTMENT -- (a) a loan or advance of money or property to a Person, (b) stock
or other equity interest in a Person, (c) a debt instrument issued by a Person,
whether or not convertible to stock or other equity interest in such Person, or
(d) any other interest in or rights with respect to a Person which include, in
whole or in part, a right to share, with or without conditions or restrictions,
some or all of the revenues or net income of such Person.

IRS -- the Internal Revenue Service.

LAW -- any statute, rule, regulation, order, judgment, award or decree of any
Governmental Authority.

LEASE-IN-PROCESS INVENTORY -- means Accounts owing to Technology Integration
Financial Services, Inc. which arise from the sale of Inventory from Technology
Integration Financial Services, Inc. to its customers.

LENDER -- any one of the Persons who are signatories to this Agreement and
obligated as lenders or any Person who takes an assignment from any of such
signatories of all or a portion of its rights and obligations as a lender under
this Agreement pursuant to Section 18.4.1 and an Assignment and Acceptance as
provided therein.

LENDERS' EXPOSURE -- the sum of the Aggregate Term Loan Commitment, the
Aggregate Revolving Loan Commitment, the Swingline Loan, the Interim Floorplan
Loan and the Aggregate Floorplan Loan Facility.

viii

LIBOR Advance -- an Advance that will become a LIBOR Loan.

LIBOR Increment -- is defined in Section 4.7.

LIBOR Loan -- any portion of a Loan on which interest accrues at the Adjusted
LIBOR Rate.

LIBOR Rate -- is defined in Section 4.6.

LOAN -- a Term Loan, a Revolving Loan, the Swingline Loan, the Interim Floorplan
Loan or a Floorplan Loan.

LOAN DOCUMENTS -- this Agreement, the Notes, the Guaranties, the Security
Documents, any reimbursement agreement between Borrower and all other
agreements, certificates, documents, instruments and other writings executed in
connection herewith or therewith from time to time.

LOAN OBLIGATIONS -- all of Borrower's Indebtedness owing to Administrative Agent
(including, without limitation, the Obligations to Administrative Agent) or
Lenders under the Loan Documents, whether as principal, interest, fees
(including, without limitation, the Termination Fee) or otherwise (including,
without limitation, any amounts set forth in Section 4.13), any reimbursement
agreement between Borrower and Administrative Agent (or its Affiliates in
connection with the issuance of any type of letter of credit) and all other
agreements, certificates, documents, instruments and other writings executed in
connection therewith, and all other Obligations and liabilities of Borrower to
Administrative Agent or Lenders under the Loan Documents and all
Interest/Currency Hedge Obligations (in each case including all extensions,
renewals, modifications, rearrangements, restructures, replacements and
refinancings of the foregoing, whether or not the same involve modifications to
interest rates or other payment terms), whether now existing or hereafter
created, absolute or contingent, direct or indirect, joint or several, secured
or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, including but not
limited to the obligation of Borrower to repay future advances by Administrative
Agent or Lenders hereunder, whether or not made pursuant to commitment and
whether or not presently contemplated by Borrower, Administrative Agent or
Lenders in the Loan Documents.

LOCAL TIME -- the local time in the city in which the Administrative Agent's
address is located, as set forth on the signature page hereto (as changed from
time to time in accordance with the terms hereof), provided, however, such city
shall be located in the continental United States.

LOCKBOXES -- the lockboxes maintained as required in Section 6.1.2.1.

MATERIAL ADVERSE EFFECT -- as to the Borrower, any Guarantor or any other
Covered Person, taken as a whole, and with respect to any event or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration, investigation or proceeding), a material adverse effect on the
business, operations, revenues, financial condition, property, or business
prospects of Borrower and each other Covered Person taken as a whole, or the
ability of Borrower, any Guarantor or such Covered Person to timely pay or
perform Borrower's, any Guarantor's and each other Covered Person's Obligations
generally taken as a whole, or in the case of Borrower, and each Covered Person
specifically, the ability of Borrower to pay or perform any of Borrower's
Obligations to Administrative Agent or to any Lender, or in the case of a
Guarantor, the ability of such Guarantor to pay or perform any of its
Obligations guarantied under the terms of its Guaranty.

MATERIAL AGREEMENT -- as to Borrower, any Guarantor or any other Covered Person,
any Contract to which Borrower, any Guarantor or any Covered Person is a party
or by which any such Borrower, any Guarantor or any other Covered Person is
bound which, if violated or breached, has or is reasonably likely to have a

Material Adverse Effect, including, without limitation, all Other Creditor
Indebtedness Documents, all TIFS/VALTECH Debt Documents, all Subordinated
Indebtedness Documents, all Acquisition Documents, all documents referenced in
any Intercreditor Agreement, including, without limitation, the Other Creditor
Indebtedness Documents.

MATERIAL LAW -- any separately enforceable provision of a Law whose violation by
a Borrower, any Guarantor, or any other Covered Person has or is reasonably
likely to have a Material Adverse Effect on such Person or any Covered Person or
any Guarantor, taken as a whole.

MATERIAL LICENSE -- (i) as to any Covered Person, any license, permit or consent
from a Governmental Authority or other Person and any registration and filing
with a Governmental Authority or other Person which if not obtained, held or
made by such Covered Person has or is reasonably likely to have a Material
Adverse Effect, and (ii) as to any Person who is a party to this Agreement or
any of the other Loan Documents, any license, permit or consent from a
Governmental Authority or other Person and any registration or filing with a
Governmental Authority or other Person that is necessary for the execution or
performance by such party, or the validity or enforceability against such party,
of this Agreement or such other Loan Document.

MATERIAL OBLIGATION -- as to Borrower, any Guarantor or any Covered Person, an
Obligation of such Person which if not fully and timely paid or performed has or
is reasonably likely to have a Material Adverse Effect.

MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by or
before any Governmental Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves a Covered Person or
a Guarantor as a party or any property of Covered Person or a Guarantor, and has
or is reasonably likely to have a Material Adverse Effect if adversely
determined, (ii) in which there has been issued an injunction, writ, temporary
restraining order or any other order of any nature which purports to restrain or
enjoin the making of any Advance, the consummation of any other transaction
contemplated by the Loan Documents, or the enforceability of any provision of
any of the Loan Documents, (iii) which involves the actual or alleged breach or
violation by a Covered Person of, or default by a Covered Person under, any
Material Agreement, or (iv) which involves the actual or alleged violation by a
Covered Person or any Guarantor of any Material Law.

MATURITY -- as to any Indebtedness, the time when it becomes payable in full,
whether at a regularly scheduled time, because of acceleration or otherwise.

MAXIMUM AVAILABLE AMOUNT -- is defined in Section 3.1.2.

MINIMUM NET PROFIT AFTER TAX -- is defined in Section 15.1.

MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer plan as
defined in Section 4001(a)(3) of ERISA.

MORTGAGEE CONSENT AGREEMENT -- means each agreement described in Section 8.2 in
form and substance satisfactory Administrative Agent and the Required Lenders.

NET INCOME -- is defined in Section 15.1.

NOTE -- any Revolving Note, Term Note, or the Swingline Note.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such Person of any Indebtedness of another Person, and any contractual

requirement enforceable against such Person that does not constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

OBLIGATIONS TO ADMINISTRATIVE AGENT -- exclusive of all the Loan Obligations,
all of Borrower's Indebtedness owing to Administrative Agent (whether as
principal, interest, fees or otherwise), all obligations of Borrower under
agreements between Borrower and Administrative Agent under which the exposure of
Borrower to fluctuations in interest rates is effectively limited, whether in
the form of interest rate cap agreements, interest rate swaps, or the like, or
options therefor, all Indirect Obligations of Borrower owing to Administrative
Agent, all reimbursement obligations of Borrower to Administrative Agent with
respect to letters of credit, and all other obligations and liabilities of
Borrower to Administrative Agent (including all extensions, renewals,
modifications, rearrangements, restructures, replacements and refinancings of
the foregoing, whether or not the same involve modifications to interest rates
or other payment terms), whether now existing or hereafter created, absolute or
contingent, direct or indirect, joint or several, secured or unsecured, due or
not due, contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, or acquired by Administrative Agent outright,
conditionally or as collateral security from another, including the obligation
of Borrower to repay future advances by Administrative Agent, whether or not
made pursuant to commitment and whether or not presently contemplated by
Borrower and Administrative Agent.

OPERATING LEASE -- any lease that is not a Capital Lease.

OTHER CREDITOR INDEBTEDNESS -- excluding the TIFS/VALTECH Debt, individually and
collectively, except for the Indebtedness owing to the Administrative Agent and
the Lenders, the Indebtedness of Borrower which is secured by Inventory and
proceeds thereof (excluding Accounts) of a Covered Person, and includes, without
limitation, Indebtedness constituting Liabilities (as defined by GAAP) under any
Capital Lease, and Indebtedness secured by purchase money Security Interests.

OTHER CREDITOR INDEBTEDNESS DOCUMENTS -- each document, instrument and agreement
evidencing all or any portion of the Other Creditor Indebtedness.

PBGC -- the Pension Benefit Guaranty Corporation.

PENSION BENEFIT PLAN -- any pension or profit-sharing plan which is covered by
Title I of ERISA and all other benefit plans, in each case in respect of which a
Covered Person or a Commonly Controlled Entity of such Covered Person is an
"employer" as defined in Section 3(5) of ERISA.

PERMITTED ACQUISITIONS -- any acquisition by Borrower or a Covered Person of
stock, membership interests, or other equity interests of another Person or the
assets of another Person permitted under Section 14.7.

PERMITTED DISTRIBUTIONS -- any Distributions permitted under Section 14.10.

PERMITTED ENCUMBRANCE -- any easement, license or similar encumbrance on any
Covered Person's real property, excluding any mortgage, assignment of rents or
lease, deed of trust, or financing statement.

PERMITTED INDEBTEDNESS -- Indebtedness that Borrower is permitted under Section
14.2 to incur, assume, or allow to exist.

PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that Borrower is
permitted under Section 14.5 to create, incur, assume, or allow to exist.

PERMITTED INVESTMENTS -- Investments that Borrower is permitted under Section
14.1 to make in other Persons.

PERMITTED SECURITY INTERESTS -- Security Interests that Borrower is permitted
under Section 14.6 to create, incur, assume, or allow to exist.

PERSON -- any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company, Governmental Authority,
or other organization in any form that has the legal capacity to xxx or be sued.
If the context so implies or requires, the term Person includes Borrower.

PERSONAL PROPERTY COLLATERAL -- all of the Goods, Equipment, Accounts,
Inventory, Instruments, Documents, Chattel Paper, General Intangibles, tort
claims, healthcare receivables and other personal property of any kind or
nature, and all accessions and additions thereto of Borrower, any other Covered
Person, or any other Person, whether now owned or hereafter acquired and
wherever located, and all proceeds thereof, in which Administrative Agent at any
time holds or purports to hold a Security Interest for the benefit of Lenders to
secure payment and performance of any of the Loan Obligations.

PRIME INCREMENT -- is defined in Section 4.7.

PRIME RATE -- shall mean the higher of (a) the Federal Funds Rate (as such rate
may fluctuate from time to time as provided for herein) for such day plus .50%,
and (b) a fluctuating interest rate per annum equal to the highest of the prime,
base or reference rates of interest announced publicly from time to time
(whether or not charged in each instance) by The Chase Manhattan Bank (or any
successor thereof) as such bank's prime, base, or reference rate, which rate may
not be the lowest rate of interest charged by such institution, Administrative
Agent, or any Lender to its respective customers or a favored rate and may not
correspond with future increases or decreases in interest rates charged by other
lenders or market interest rates in general.

QUARTERLY FEE --is defined in Section 5.2.

REGULATION A, REGULATION D, REGULATION T, REGULATION U, AND REGULATION X --
respectively, Regulation A issued by the FRB, Regulation D issued by the FRB,
Regulation T issued by the FRB, Regulation U issued by the FRB, and Regulation X
issued by the FRB.

REPORTABLE EVENT -- a reportable event as defined in Title IV of ERISA or the
regulations thereunder.

REPRESENTATIONS AND WARRANTIES -- The representations and warranties made by
Borrower with respect to itself and other Covered Persons in Section 11, and the
representations and warranties made in any certificate, report, opinion or other
document delivered by Borrower pursuant to the Loan Documents, as such
representations and warranties are modified from time to time as provided in
Section 12.

REQUIRED LENDERS -- defined in Section 2.5.

RESPONSIBLE OFFICER -- as to any Person that is not an individual, partnership
or trust, the Chairman of the Board of Directors, the President, the chief
executive officer, the chief operating officer, the chief financial officer, the
Treasurer, any Assistant to the Treasurer, or any Vice President in charge of a
principal business unit; as to any partnership, any individual who is a general
partner thereof or any individual who has general management or administrative
authority over all or any principal unit of the partnership's business; and as
to any trust, any individual who is a trustee.

xii

REVOLVING LOAN -- any Lender's pro-rata share of the Aggregate Revolving Loan.

REVOLVING LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Revolving Loan Commitment.

REVOLVING LOAN COMMITMENT -- the commitment of each Lender as stated in Section
3.1.1. to fund Revolving Loan Advances.

REVOLVING LOAN MATURITY DATE -- the date when Borrower must repay the amount of
Aggregate Revolving Loan and the Swingline Loan then outstanding as provided in
Section 6.1.2.3.

REVOLVING NOTE -- any note delivered to a Lender as required by Section 3.1.3 to
evidence Borrower's obligation to repay such Lender's Revolving Loan.

SCHEDULE OF ACCOUNTS -- a listing of each Account, including the aging of each
Account of Borrower, in such reasonable detail as Administrative Agent may
require.

SCHEDULE OF INVENTORY -- a listing of each item of existing Inventory, new
Inventory purchases and items of Inventory sold or assigned within the past
ninety (90) days from the date of the last such schedule, containing the
following: initial date of purchaser or lease by Borrower, serial number, actual
cost, total accrued depreciation, and net book value of then-existing Inventory
in such reasonable detail as Administrative Agent may require.

SECURITY AGREEMENT -- any security agreement required or contemplated under
Section 8.3 to be executed and delivered to Administrative Agent for the benefit
of Lenders.

SECURITY DOCUMENTS -- all of the documents required or contemplated to be
executed and delivered to Administrative Agent for the benefit of Lenders under
Section 8, all other documents granting a Security Interest in any asset of
Borrower or any other Person to secure the payment or performance of any of the
Loan Obligations from time to time, including any such documents listed on
Exhibit 10.1.1 and any similar documents at any time executed and delivered to
Administrative Agent for the benefit of Lenders from time to time, by Borrower
or any other Person to secure payment or performance of any of the Loan
Obligations.

SECURITY INTEREST -- as to any item of tangible or intangible property, any
interest therein or right with respect thereto or assignment thereof that
secures an Obligation or Indirect Obligation, whether such interest or right is
created under a Contract, or by operation of law or statute (such as but not
limited to a statutory lien for work or materials), or as a result of a
judgment, or which arises under any form of preferential or title retention
agreement or arrangement (including a conditional sale agreement or a lease)
that has substantially the same economic effect as any of the foregoing.

SELLER - any Person who is a party to any Permitted Acquisition other than
Borrower or a Covered Person.

SOLVENT -- as to any Person, (i) such Person not being "insolvent" within the
meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform
Fraudulent Transfer Act (the "UFTA") or Section 428.014 of the Missouri Revised
Statutes, or any other applicable Law, (ii) such Person not having unreasonably
small capital, within the meaning of Section 548 of the Bankruptcy Code, Section
4 of the UFTA or Section 428.024 of the Missouri Revised Statutes, or any other
applicable Law, and (iii) such Person not being unable to pay such Person's
debts as they become due within the meaning of Section 548 of the Bankruptcy
Code, Section 4 of the UFTA or Section 428.024 of the Missouri Revised Statutes,
or any other applicable Law.

viii

STATE - any state of the United States.

STATEMENT OF TRANSACTION -- is defined in Section 4.2.2.

SUBORDINATED INDEBTEDNESS -- means the Indebtedness subordinated to the Loan
Obligations incurred on terms and conditions satisfactory to Administrative
Agent.

SUBORDINATED INDEBTEDNESS DOCUMENTS -- each document, instrument and agreement
evidencing all or any portion of the Subordinated Indebtedness.

SUBORDINATED LENDERS -- means each Person to whom the Subordinated Indebtedness
is owed.

SUBORDINATION AGREEMENT -- the Subordination Agreement by and between
Administrative Agent, on behalf of the Lenders, and the Subordinated Lenders, in
form and substance satisfactory to Administrative Agent and the Required
Lenders.

SUBSIDIARY -- as to any Person, another Person with respect to which more than
20% of the outstanding shares of stock or other equity interests (including,
without limitation, membership interests or partnership interests) of each class
having ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) is at the time owned by such Person or by one
or more Subsidiaries of such Person.

SURVIVING COMPANY - as applicable, either (i) the Person that will own the
assets to be acquired from a Target Company in a Permitted Acquisition upon the
consummation thereof, or (ii) the survivor of the merger of an Acquiring Company
with the Target Company in a Permitted Acquisition upon the consummation
thereof.

SWINGLINE ADVANCE -- an advance by Administrative Agent to Borrower under the
Swingline Commitment.

SWINGLINE COMMITMENT -- the commitment of Administrative Agent as stated in
Section 3.4.1 to make Swingline Advances.

SWINGLINE LOAN -- the from time to time outstanding principal balance of all
Swingline Advances.

TANGIBLE NET WORTH -- is defined in Section 15.1.

TARGET COMPANY -- the Person whose assets or stock, membership interests, or
other equity interests will be acquired in a Permitted Acquisition upon the
consummation thereof, or if applicable, with which an Acquiring Company will
merge in a Permitted Acquisition upon the consummation thereof.

TAX -- as to any Person, any tax, duty, impost, deduction, charges,
withholdings, assessment, fee, or other charge levied by a Governmental
Authority (and all liabilities associated therewith) on the income or property
of such Person, including any interest or penalties thereon, and which is
payable by such Person.

TERM LOAN -- any Lender's pro-rata share of the Aggregate Term Loan.

TERM LOAN ADVANCE -- an Advance by Administrative Agent that is to be funded by
Lenders under the Aggregate Term Loan Commitment.

TERM LOAN COMMITMENT -- the commitment of each Lender as stated in Section 3.2
to fund Term Loan Advances.

xiv

TERM LOAN DIFFERENCE --is defined in Section 6.3.2

TERM LOAN MATURITY DATE -- shall mean June 27, 2003.

TERM NOTE -- any note delivered to a Lender as required by Section 3.2.2 to
evidence Borrower's obligation to repay such Lender's Term Loan.

TERMINATION FEE -- is defined in Section 18.13.

this Agreement -- this document (including every document that is stated herein
to be an appendix, exhibit or schedule hereto, whether or not physically
attached to this document).

TIFS/VALTECH Debt -- is defined in Section 14.2.7

TIFS/VALTECH Debt Documents -- each document, instrument and agreement
evidencing all or any portion of the TIFS/VALTECH Debt.

TOTAL ASSETS -- is defined in Section 15.1.

TOTAL FUNDED INDEBTEDNESS -- is defined in Section 15.1.

TOTAL INDEBTEDNESS -- with respect to any Person, the aggregate Indebtedness of
such Person.

TOTAL LEASE PORTFOLIO -- is defined in Section 15.1.

TOTAL LIABILITIES -- is defined in Section 15.1.

UCC -- the Uniform Commercial Code as in effect from time to time in the State
of Missouri or such other similar statute as in effect from time to time in
Missouri or any other appropriate jurisdiction.

UNITED STATES -- when used in a geographical sense, all the states of the United
States of America and the District of Columbia; and when used in a legal
jurisdictional sense, the government of the country that is the United States of
America.

UNUSED FEE -- is defined in Section 5.3.

VENDOR -- is defined in Section 3.3.4.

VENDOR AGREEMENT -- is defined in Section 3.3.8.

WELFARE BENEFIT PLAN -- any plan described by Section 3(1) of ERISA.

EXHIBIT 3
---------

LENDERS' COMMITMENTS AND PRO-RATA SHARES

REVOLVING
LOAN TERM LOAN FLOORPLAN
COMMIT- COMMIT- LOAN PRO-RATA
LENDER TOTALS MENT MENT FACILITY SHARES
----------------------- ------------ ------------ ----------- ----------- ----------

Deutsche Financial
Services Corporation $100,000,000 $ 60,000,000 $10,000,000 $30,000,000 41.66667%
----------------------- ------------ ------------ ----------- ----------- ----------
Firstar Bank, National
Association 50,000,000 30,000,000 5,000,000 15,000,000 20.83333%
----------------------- ------------ ------------ ----------- ----------- ----------
National City Bank 25,000,000 15,000,000 2,500,000 7,500,000 10.41667%
----------------------- ------------ ------------ ----------- ----------- ----------
IBM Credit Corporation 35,000,000 21,000,000 3,500,000 10,500,000 14.58333%
----------------------- ------------ ------------ ----------- ----------- ----------
UPS Capital Corporation 20,000,000 12,000,000 2,000,000 6,000,000 8.33333%
----------------------- ------------ ------------ ----------- ----------- ----------
Fifth Third Bank,
Northern Kentucky, Inc. 10,000,000 6,000,000 1,000,000 3,000,000 4.16667%
----------------------- ------------ ------------ ----------- ----------- ----------

AGGREGATES $240,000,000 $144,000,000 $24,000,000 $72,000,000 100.00000%
----------------------- ------------ ------------ ----------- ----------- ----------

EXHIBIT 7.10
------------

FORM OF REQUEST FOR REVOLVING LOAN ADVANCE

Deutsche Financial Services Corporation, as Administrative Agent
000 Xxxxxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxxxx XxxXxxxxx, Vice President

Re: Credit Facilities Agreement effective June 28, 2001, among
Xxxxxxx Computer Resources, Inc., Xxxxxxx Select Integration
Solutions, Inc., Xxxxxxx Select Advisory Services, Inc., Xxxxxxx
Computer Resources Sales Company, Inc., Xxxxxxx Computer
Resources Holding Company, Inc., Xxxxxxx Computer Resources
Operations, LLP, Technology Integration Financial Services, Inc.,
T.I.F.S. Advisory Services, Inc., TheLinc, LLC and Val Tech
Computer Systems, Inc. (collectively and separately referred to
as "Borrower"), and Deutsche Financial Services Corporation, for
itself as a Lender and as Administrative Agent, and the other
Lenders party thereto, as it may be amended, modified, restated
or replaced from time to time (the "Credit Agreement")

Ladies and Gentlemen:

The undersigned is a Borrowing Officer of _________ and, as such is
authorized to make and deliver this Advance Request on behalf of Borrower
pursuant to Section 2.9 and Section 7.10 of the Credit Agreement. All
capitalized words used herein that are defined in the Credit Agreement have the
meanings defined in the Credit Agreement.

Borrower hereby requests that Administrative Agent make a Revolving Loan
Advance of $_______ to Borrower under the terms of the Credit Agreement on
_______________. Of the requested Revolving Loan Advance, all is to be a LIBOR
Advance unless the LIBOR Rate is not available in which case it shall be a Base
Rate Advance. {Base Rate Advance only allowed if the LIBOR Rate is not
available.}

The undersigned hereby certifies that:

(i) There is no Existing Default.

(ii) The Representations and Warranties including those of each Guarantor
in its Guaranty are true and will be true as of the time of the
requested Revolving Loan Advance.

(iii) The amount of the requested Revolving Loan Advance will not, when
added to the current amount of the Aggregate Revolving Loan, exceed
the Maximum Available Amount.

(iv) All conditions precedent under Sections 10.1 and 10.2 of the Credit
Agreement have been satisfied.

Executed this ____ day of _______________, _____.

_____________, on behalf of itself and the other Borrowers

By its ____________________________________
____________________________________________
Typed Name: _______________________________

FORM OF

REQUEST FOR TERM LOAN ADVANCE

Deutsche Financial Services Corporation, as Administrative Agent
000 Xxxxxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxxxx XxxXxxxxx, Vice President

Re: Credit Facilities Agreement effective June 28, 2001, among Xxxxxxx
Computer Resources, Inc., Xxxxxxx Select Integration Solutions, Inc.,
Xxxxxxx Select Advisory Services, Inc., Xxxxxxx Computer Resources
Sales Company, Inc., Xxxxxxx Computer Resources Holding Company, Inc.,
Xxxxxxx Computer Resources Operations, LLP, Technology Integration
Financial Services, Inc., T.I.F.S. Advisory Services, Inc., TheLinc,
LLC and Val Tech Computer Systems, Inc. (collectively and separately
referred to as "Borrower"), and Deutsche Financial Services
Corporation, for itself as a Lender and as Administrative Agent, and
the other Lenders party thereto, as it may be amended, modified,
restated or replaced from time to time (the "Credit Agreement")

Ladies and Gentlemen:

The undersigned is a Borrowing Officer of Borrower, and, as such is
authorized to make and deliver this Advance Request pursuant to Sections 2.9 and
7.10 of the Loan Agreement. All capitalized words used herein that are defined
in the Loan Agreement have the meanings defined in the Loan Agreement.

Borrower hereby requests that Administrative Agent make a Term Loan Advance
of $______ to Borrower under the terms of the Loan Agreement on _________. Of
the requested Term Loan Advance, all is to be a LIBOR Advance and unless the
LIBOR Rate is not available in which case it shall be a Base Rate Advance.
{Base Rate Advance only allowed if the LIBOR Rate is not available.}

The undersigned hereby certifies that:

(i) There is no Existing Default.

(ii) The Representations and Warranties including those of each Guarantor
in its Guaranty are true and will be true as of the time of the
requested Term Loan Advance.

(iii) The amount of the requested Term Loan Advance will not, when added to
the current amount of the Aggregate Term Loan, exceed the Aggregate
Term Loan Commitment.

(iv) All conditions precedent under Sections 10.1 and 10.2 of the Credit
Agreement have been satisfied.

i
Executed this ____ day of _______________, _____.

_____________, on behalf of itself and the other
Borrowers
By its ____________________________________
____________________________________________
Typed Name: _______________________________

EXHIBIT 10.1.1
--------------

DOCUMENTS AND REQUIREMENTS LIST

TO BE INSERTED

iii

EXHIBIT 11
----------

DISCLOSURE SCHEDULE OF BORROWER

EXHIBIT 13.1
------------

INDEBTEDNESS TO BE REPAID WITH INITIAL ADVANCE

EXHIBIT 13.14
-------------

FORM OF COMPLIANCE CERTIFICATE

TO: Deutsche Financial Services Corporation, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Credit
Facilities Agreement effective June 28, 2001 (as the same may be amended,
modified, restated or replaced from time to time, the "Credit Agreement"), among
Xxxxxxx Computer Resources, Inc., Xxxxxxx Select Integration Solutions, Inc.,
Xxxxxxx Select Advisory Services, Inc., Xxxxxxx Computer Resources Sales
Company, Inc., Xxxxxxx Computer Resources Holding Company, Inc., Xxxxxxx
Computer Resources Operations, LLP, Technology Integration Financial Services,
Inc., T.I.F.S. Advisory Services, Inc., TheLinc, LLC and Val Tech Computer
Systems, Inc. (collectively and separately referred to as, "Borrower"), Deutsche
Financial Services Corporation ("DFS"), as Administrative Agent, and DFS and the
Lenders as defined in the Credit Agreement. Unless otherwise defined herein,
capitalized terms used in this Compliance Certificate have the meanings defined
in the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the _______________ of _______.

2. I have reviewed the terms of the Credit Agreement and the Loan
Documents and I have made, or have caused to be made under my
supervision, a review of the transactions and conditions of each
Borrower and each other Covered Person during the accounting period
covered by the attached Financial Statements.

3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which
constitutes a Default or Event of Default as of the date of this
Compliance Certificate; and to my knowledge all of the Representations
and Warranties (including those of each Guarantor in its Guaranty) are
true.

4. [Use for annual financial statements: Schedule I attached hereto
contains the Financial Statements for Borrower for the fiscal year
ended, which are complete and correct in all material respects and
have been prepared in accordance with GAAP applied consistently
throughout the period and with prior periods (except as disclosed
therein).]

[Use for quarterly financial statements: Schedule I attached hereto
contains the Financial Statements for Borrower for the fiscal quarter
ended, which are complete and correct in all material respects
(subject to normal year-end audit adjustments) and have been prepared
in accordance with GAAP applied consistently throughout the period and
with prior periods (except as disclosed therein).]

5. Each Borrower and every other Covered Person is in compliance with all
of the covenants in the Credit Agreement, including the financial
covenants in Section 15, and Schedule II attached hereto contains
calculations based on Borrower's consolidated financial statements and
other financial records that show Borrower's compliance with such
financial covenants. The calculations and the data upon which they are
based are believed by me to be complete and correct.

This Compliance Certificate, together with the Schedules hereto, is executed and
delivered this ______day of _____________________. The undersigned is a duly
------
authorized Borrowing Officer of each Borrower.

Xxxxxxx Computer Resources Sales Company, Inc.
on behalf of itself and the other Borrowers

___________________________________
Print Name: ______________________
Title: ____________________________

SCHEDULES I AND II ARE ATTACHED

SCHEDULE I TO COMPLIANCE CERTIFICATE
------------------------------------

See current Financial Statements attached.

SCHEDULE II TO COMPLIANCE CERTIFICATE
-------------------------------------

NOTE: THE TEXT OF SECTION 15 OF THE LOAN AGREEMENT CONTROLS OVER ANY DIFFERENCE
BETWEEN THIS CERTIFICATE AND SECTION 15 OF THE LOAN AGREEMENT. REFERENCE
SHOULD BE MADE TO THE LOAN AGREEMENT FOR MORE SPECIFIC INSTRUCTIONS REGARDING
THE CALCULATION PERIODS AND HOW THE COMPONENTS OF THE FINANCIAL COVENANTS SHOULD
BE CALCULATED.

NOTE: BORROWER SHALL ALSO INCLUDE THE CALCULATION NECESSARY FOR THE CALCULATIONS
IN SECTION 4.7 (SEE ITEM VI BELOW).

ALL CALCULATIONS DONE IN ACCORDANCE WITH GAAP ON A CONSOLIDATED BASIS, IN
ACCORDANCE WITH THE PROVISIONS OF THE CREDIT FACILITIES AGREEMENT AND ARE BASED
ON THE PERIOD ENDED __________________.

I. MINIMUM TANGIBLE NET WORTH
-----------------------------

A. Tangible Net Worth required as of the end of the fiscal
quarter prior to the fiscal quarter for which this
Compliance Certificate is submitted (initially
$90,000,000; thereafter the amount from Item ID from
the prior Compliance Certificate) $_________

B. Greater of (a) Net Income for the fiscal quarter most
recently ended and (b) zero $_________

C. 75% of IB $_________

D. Minimum Tangible Net Worth required by Section 15.2
(Item IA plus Item IC) $_________

E. Actual Tangible Net Worth $_________

II. MAXIMUM TOTAL LIABILITIES TO TANGIBLE NET WORTH
-----------------------------------------------------

A. Total Liabilities (see definition in Section 15.1) $_________

B. Tangible Net Worth (see definition in Section 15.1) $_________

C. Ratio of Item IIA to Item IIB _________

D. Maximum ratio permitted by Section 15.3 3.00 to 1.00

III. MINIMUM CURRENT RATIO
-----------------------

A. Current Assets $_________

B. Current Liabilities $_________

C. Ratio of Item IIIA to Item IIIB _________

D. Minimum ratio permitted by Section 15.4 1.20 to 1.00

IV MINIMUM NET PROFIT AFTER TAX
--------------------------------

A. Minimum Net Income (see definition in Section 15.1) for
preceding ____ ___%

B. Minimum Net Income as a percentage of net sales
required by Section 15.5 2.50%

V MINIMUM FIXED CHARGE COVERAGE RATIO
---------------------------------------

A. EBITDA (for preceding 4 fiscal quarters) (see Item
VIB(viii)) $_________

B. (i) Interest Expense $_________
(ii) scheduled principal payments on long term
Indebtedness (including mandatory payments on the
Term Loan but excluding all scheduled principal
payments on the Subordinated Indebtedness) $_________
(iii)federal, state and local income taxes paid in
cash $_________
(iv) Capital Expenditures (excluding permitted
expenditures for Permitted Acquisitions or
acquisitions otherwise consented to in writing by
Required Lenders) $_________
(v) dividends and distributions paid or declared $_________
(vi) the sum of all scheduled payments under all
Capital Leases for the four (4) preceding fiscal
quarters $_________
(vii)Sum of items (i) through (vi) is Fixed Charges $_________

C. Ratio of VA to VB(vii) __________

D. Minimum ratio permitted by Section 15.6 ____ to 1.00

VI. MAXIMUM TOTAL FUNDED INDEBTEDNESS TO EBITDA
--ALSO TO BE USED FOR SECTION4.7
-------------------------------------

A. Total Funded Indebtedness (see definition in
Section 15.1) $_________

B. EBITDA (for preceding 4 fiscal quarters)
(see definition of EBITDA in Section 15.1)
(i) Net Income $_________
(ii) Interest Expense $_________
(iii) income tax expense $_________
(iv) depreciation expense $_________
(v) amortization expense $_________
(vi) extraordinary losses in such period $_________
(vii) extraordinary gains and income unrelated to
continuing operations in such period $_________

(viii)Sum of items (i) through (vi) less item (vii)
is EBITDA $_________

C. Ratio of VIA to VIB(viii) _________

D. Maximum ratio permitted by Section 15.7 ___ to 1.00

VII. MAXIMUM TOTAL LEASE PORTFOLIO TO FUNDED LEASE PORTFOLIO
--------------------------------------------------------------

A. Total Lease Portfolio (see definition in Section
15.1) $_________

B. Funded Lease Portfolio (see definition in Section
15.1) $_________

C. Ratio of Item VIIA to VIIB _________

D. Maximum ratio permitted by Section 15.8 ___ to 1.00

iii

EXHIBIT13.15.1
--------------

BORROWING BASE CERTIFICATE

SEE FORM ATTACHED

Attachments:

SCHEDULE OF ACCOUNTS AND SCHEDULE OF INVENTORY

EXHIBIT 18.4.1

FORM OF ASSIGNMENT AND ACCEPTANCE

DATED _________________, _____

Reference is made to the Credit Facilities Agreement dated as of June 28,
2001 (as amended, modified, restated and/or replaced from time to time, the
"Credit Agreement") among Xxxxxxx Computer Resources, Inc., Xxxxxxx Select
Integration Solutions, Inc., Xxxxxxx Select Advisory Services, Inc., Xxxxxxx
Computer Resources Sales Company, Inc., Xxxxxxx Computer Resources Holding
Company, Inc., Xxxxxxx Computer Resources Operations, LLP, Technology
Integration Financial Services, Inc., T.I.F.S. Advisory Services, Inc., TheLinc,
LLC and Val Tech Computer Systems, Inc., and Deutsche Financial Services
Corporation ("DFS"), as Administrative Agent, and DFS and the Lenders as defined
in the Credit Agreement. Terms defined in the Credit Agreement are used herein
with the same meaning.

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

1. The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents as of the date hereof equal to the
percentage interest specified on Schedule 1 of all outstanding rights and
obligations under the Credit Agreement and the other Loan Documents. After
giving effect to such sale and assignment, the Assignee's Commitment and the
amount of the Loans owing to the Assignee will be as set forth on Schedule 1.
Such purchase and assumption shall include that portion of Assignor's
obligations to fund unfunded Approvals equal to the percentage of the Floorplan
Loans being assigned by Assignor to Assignee.

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

3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 13.14 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; (v) agrees that

it will perform in accordance with their terms all of the obligations that by
the terms of the Credit Agreement are required to be performed by it as a
Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms
required under the Credit Agreement.

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

5. Upon such acceptance and recording by the Administrative Agent, as
of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of a Lender thereunder and (ii) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

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

7. Assignor represents and warrants that is has paid an assignment and
a processing fee of $3,500 to Administrative Agent.

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

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

IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to
this Assignment and Acceptance to be executed by their officers thereunto duly
authorized as of the date specified thereon.

SCHEDULE 1
TO
ASSIGNMENT AND ACCEPTANCE

Percentage of Assignor's interest assigned: _____%

Assignee's Commitment: $______

Aggregate outstanding principal
amount of Loans assigned: $______

Principal amount of Revolving Note payable to Assignee: $______

Principal amount of Term Note payable to Assignee: $______

Principal amount of Floorplan Loans payable to Assignee: $______

Amount of unfunded Approvals payable by Assignee: $______

Principal amount of Revolving Note payable to Assignor: $______

Principal amount of Term Note payable to Assignor: $______

Principal amount of Floorplan Loans payable to Assignor: $______

Amount of unfunded Approvals payable by Assignor: $______

Effective Date (if other than date of
acceptance by Administrative Agent): *___________, ____

[NAME OF ASSIGNOR], as Assignor

By: ________________________________
Title: _________________________
Dated: ____________, 20__

[NAME OF ASSIGNEE], as Assignee

By: ________________________________
Title: _________________________

Domestic Lending Office:
LIBOR Lending Office:

*This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to the Administrative Agent.

Accepted and Approved
this _____ day of ____________, ____

ADMINISTRATIVE AGENT:

By: ________________________________
Title: _________________________

TABLE OF CONTENTS

Page

1. Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Definitions; Rules of Construction. . . . . . . . . . . . . . . . . . 1
2.1. Listed Definitions.. . . . . . . . . . . . . . . . . . . . . . 1
2.2. Other Definitions. . . . . . . . . . . . . . . . . . . . . . . 1
2.3. References to Borrower.. . . . . . . . . . . . . . . . . . . . 1
2.4. References to Covered Person.. . . . . . . . . . . . . . . . . 1
2.5. References to Required Lenders.. . . . . . . . . . . . . . . . 1
2.6. Accounting Terms.. . . . . . . . . . . . . . . . . . . . . . . 1
2.7. Meaning of Satisfactory. . . . . . . . . . . . . . . . . . . . 2
2.8. Computation of Time Periods. . . . . . . . . . . . . . . . . . 2
2.9. Certificates of Borrower and Borrowing
Officer, Advance Requests; Borrowing Agent.. . . . . . . . . . 2
2.10. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.11. Firstar Bank, National Association Appointment as
Co-Agent.. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Lenders' Commitments and Facilities. . . . . . . . . . . . . . 3
3.1. Revolving Loan Commitments.. . . . . . . . . . . . . . . . . . 3
3.1.1. Aggregate Amount. . . . . . . . . . . . . . . . . . . 3
3.1.2. Limitation on Revolving Loan Advances.. . . . . . . . 3
3.1.3. Revolving Notes.. . . . . . . . . . . . . . . . . . . 4
3.1.4. Borrowing Base. . . . . . . . . . . . . . . . . . . . 4
3.1.5. Eligible Accounts.. . . . . . . . . . . . . . . . . . 4
3.2. Term Loan Commitment.. . . . . . . . . . . . . . . . . . . . . 5
3.2.1. Term Loan.. . . . . . . . . . . . . . . . . . . . . . 5
3.2.2. Term Loan Notes.. . . . . . . . . . . . . . . . . . . 6
3.3. Floorplan Loan Facility. . . . . . . . . . . . . . . . . . . . 6
3.3.1. Floorplan Loan Facility Generally.. . . . . . . . . . 6
3.3.2. Interim Floorplan Loan Advances.. . . . . . . . . . . 6
3.3.3. Limitations on Interim Floorplan Loan
Advances. . . . . . . . . . . . . . . . . . . . . . . 7
3.3.4. Operation of Floorplan Loan Facility and Interim
Floorplan Loan Facility.. . . . . . . . . . . . . . . 7
3.3.5. Floorplan Loan Approvals. . . . . . . . . . . . . . . 7
3.3.6. Inventory not Available for Floorplan Loans and
Interim Floorplan Loans.. . . . . . . . . . . . . . . 7
3.3.7. Termination of Floorplan Loan Facility and Interim
Floorplan Loan Facility.. . . . . . . . . . . . . . . 8
3.3.8. Repurchase Agreements.. . . . . . . . . . . . . . . . 8
3.4. Swingline Commitment.. . . . . . . . . . . . . . . . . . . . . 8
3.4.1. Swingline Advances. . . . . . . . . . . . . . . . . . 9
3.4.2. Limitations on Swingline Advances.. . . . . . . . . . 9
3.4.3. Swingline Note. . . . . . . . . . . . . . . . . . . . 9
3.5. Reductions in the Commitments Generally. . . . . . . . . . . . 9
3.6. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 10
4. Interest; Yield Protection. . . . . . . . . . . . . . . . . . . . . . 10
4.1. Interest on the Swingline Loan.. . . . . . . . . . . . . . . . 10
4.2. Interest on the Floorplan Loan and Interim Floorplan Loan
--Administrative Agent and DFS as a Lender Only.. . . . . . . 10
4.3. Interest on Aggregate Loans--Other than Floorplan Loans. . . . 12

4.4. Interest on Floorplan Loans; Administrative Agent Deficiency
Amount.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.5. Base Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.6. Adjusted LIBOR Rate. . . . . . . . . . . . . . . . . . . . . . 13
4.7. Prime Increments and LIBOR Increments. . . . . . . . . . . . . 13
4.8. Conversion or Continuation of Loans. . . . . . . . . . . . . . 14
4.9. Time of Accrual. . . . . . . . . . . . . . . . . . . . . . . . 14
4.10. Computation. . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.11. Rate After Maturity and Rate After An Event of Default.. . . . 15
4.12. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.13. Compensation for Increased Costs and Reduced Returns;
Capital Adequacy.. . . . . . . . . . . . . . . . . . . . . . . 16
4.14. Limitation on Types of Loans.. . . . . . . . . . . . . . . . . 18
4.15. Illegality.. . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.16. Treatment of Affected Loans. . . . . . . . . . . . . . . . . . 18
4.17. Usury. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5. Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.1. Closing Fee. . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.2. Quarterly Fee. . . . . . . . . . . . . . . . . . . . . . . . . 19
5.3. Unused Fee.. . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.4. Calculation of Fees. . . . . . . . . . . . . . . . . . . . . . 20
6. Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.1. Scheduled Payments on Loans; Applications to
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.1.1. Interest. . . . . . . . . . . . . . . . . . . . . . . 20
6.1.2. Principal.. . . . . . . . . . . . . . . . . . . . . . 20
6.1.2.3. Maturity.. . . . . . . . . . . . . . . . . 22
6.2. Special Requirement for Payments on Floorplan
Loans and Interim Floorplan Loans. . . . . . . . . . . . . . . 22
6.3. Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.3.1. Voluntary Prepayments.. . . . . . . . . . . . . . . . 23
6.3.2. Mandatory Prepayments.. . . . . . . . . . . . . . . . 23
6.3.3. Other Mandatory Prepayments.. . . . . . . . . . . . . 23
6.3.3.1. Proceeds from Sales of Assets. . . . . . . 24
6.3.3.2. Proceeds from Sale of Securities
or Indebtedness. . . . . . . . . . . . . . 24
6.3.3.3. Insurance Proceeds.. . . . . . . . . . . . 24
6.4. Manner of Payments and Timing of Application of Payments . . . 24
6.4.1. Payment Requirement.. . . . . . . . . . . . . . . . . 24
6.4.2. Application of Payments and Proceeds. . . . . . . . . 25
6.4.3. Interest Calculation. . . . . . . . . . . . . . . . . 25
6.5. Returned Instruments.. . . . . . . . . . . . . . . . . . . . . 25
6.6. Compelled Return of Payments or Proceeds.. . . . . . . . . . . 25
6.7. Due Dates Not on Business Days.. . . . . . . . . . . . . . . . 26
7. Procedure for Obtaining Advances. . . . . . . . . . . . . . . . . . . 26
7.1. Initial Advances.. . . . . . . . . . . . . . . . . . . . . . . 26
7.2. Subsequent Revolving Loan Advances.. . . . . . . . . . . . . . 26
7.3. Subsequent Term Loan Advances. . . . . . . . . . . . . . . . . 26
7.4. Subsequent Floorplan Loan Advances.. . . . . . . . . . . . . . 26
7.4.1. Repayment of the Swingline Loan and the
Interim Floorplan Loan. . . . . . . . . . . . . . . . 26
7.4.2. Administrative Agent's Right to Make Other
Certain Advances. . . . . . . . . . . . . . . . . . . 27
7.4.2.1. Payment of Loan Obligations.. . . . . . . . . . . . 27
7.4.2.2. Payments to Other Creditors.. . . . . . . . . . . . 28
7.5. Fundings.. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.5.1. Advances. . . . . . . . . . . . . . . . . . . . . . . 28

7.5.2. All Fundings Ratable. . . . . . . . . . . . . . . . . 28
7.6. Administrative Agent's Availability Assumption.. . . . . . . . 28
7.7. Disbursement.. . . . . . . . . . . . . . . . . . . . . . . . . 30
7.8. Restrictions on Advances.. . . . . . . . . . . . . . . . . . . 30
7.9. Each Advance Request a Certification.. . . . . . . . . . . . . 30
7.10. Requirements for Every Advance Request.. . . . . . . . . . . . 30
7.11. Exoneration of Administrative Agent and
Lenders. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8. Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.1. Landlord Consents. . . . . . . . . . . . . . . . . . . . . . . 31
8.2. Mortgagee Consent Agreements.. . . . . . . . . . . . . . . . . 31
8.3. Security Agreements. . . . . . . . . . . . . . . . . . . . . . 31
8.4. Collateral Assignments.. . . . . . . . . . . . . . . . . . . . 31
8.4.1. Blocked Account and Lockbox Assignments.. . . . . . . 31
8.4.2. Intellectual Property Assignments.. . . . . . . . . . 31
8.4.3. Acquisition Documents Assignment. . . . . . . . . . . 31
9. Power of Attorney.. . . . . . . . . . . . . . . . . . . . . . . . . . 31
10. Conditions of Lending.. . . . . . . . . . . . . . . . . . . . . . . . 32
10.1. Conditions to Advance.. . . . . . . . . . . . . . . . . . . . 32
10.1.1. Listed Documents and Other Items. . . . . . . . . . 32
10.1.2. Financial Condition.. . . . . . . . . . . . . . . . 32
10.1.3. Intercreditor Agreements. . . . . . . . . . . . . . 33
10.1.4. Default.. . . . . . . . . . . . . . . . . . . . . . 33
10.1.5. Perfection of Security Interests. . . . . . . . . . 33
10.1.6. Representations and Warranties. . . . . . . . . . . 33
10.1.7. Material Adverse Change.. . . . . . . . . . . . . . 33
10.1.8. Pending Material Proceedings. . . . . . . . . . . . 33
10.1.9. Payment of Fees.. . . . . . . . . . . . . . . . . . 33
10.1.10. Tax Returns. . . . . . . . . . . . . . . . . . . . 33
10.1.11. Other Items. . . . . . . . . . . . . . . . . . . . 33
10.2. Conditions to Subsequent Advances.. . . . . . . . . . . . . . 33
10.2.1. General Conditions. . . . . . . . . . . . . . . . . 33
10.2.2. Representations and Warranties. . . . . . . . . . . 33
10.2.3. Approvals.. . . . . . . . . . . . . . . . . . . . . 34
10.2.4. Default.. . . . . . . . . . . . . . . . . . . . . . 34
11. Representations and Warranties. . . . . . . . . . . . . . . . . . . . 34
11.1. Organization and Existence. . . . . . . . . . . . . . . . . . 34
11.2. Authorization.. . . . . . . . . . . . . . . . . . . . . . . . 34
11.3. Due Execution.. . . . . . . . . . . . . . . . . . . . . . . . 34
11.4. Enforceability of Obligations.. . . . . . . . . . . . . . . . 34
11.5. Burdensome Obligations. . . . . . . . . . . . . . . . . . . . 34
11.6. Legal Restraints. . . . . . . . . . . . . . . . . . . . . . . 34
11.7. Labor Contracts and Disputes. . . . . . . . . . . . . . . . . 35
11.8. No Material Proceedings.. . . . . . . . . . . . . . . . . . . 35
11.9. Material Licenses.. . . . . . . . . . . . . . . . . . . . . . 35
11.10. Compliance with Material Laws.. . . . . . . . . . . . . . . . 35
11.10.1. General Compliance with Environmental Laws.. . . . 35
11.10.2. Proceedings. . . . . . . . . . . . . . . . . . . . 35
11.10.3. Investigations Regarding Hazardous Materials.. . . 35
11.10.4. Notices and Reports Regarding Hazardous Materials. 35
11.10.5. Hazardous Materials on Real Property.. . . . . . . 35
11.10.6. Environmental Property Transfer Acts.. . . . . . . 35

iii

11.11. Other Names.. . . . . . . . . . . . . . . . . . . . . . . . . 36
11.12. Prior Transactions. . . . . . . . . . . . . . . . . . . . . . 36
11.13. Capitalization. . . . . . . . . . . . . . . . . . . . . . . . 36
11.14. Solvency. . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.15. Projections.. . . . . . . . . . . . . . . . . . . . . . . . . 36
11.16. Financial Statements. . . . . . . . . . . . . . . . . . . . . 36
11.17. No Change in Condition. . . . . . . . . . . . . . . . . . . . 36
11.18. No Defaults.. . . . . . . . . . . . . . . . . . . . . . . . . 36
11.19. Investments.. . . . . . . . . . . . . . . . . . . . . . . . . 36
11.20. Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 37
11.21. Indirect Obligations. . . . . . . . . . . . . . . . . . . . . 37
11.22. Encumbrances. . . . . . . . . . . . . . . . . . . . . . . . . 37
11.23. Operating Leases. . . . . . . . . . . . . . . . . . . . . . . 37
11.24. Capital Leases. . . . . . . . . . . . . . . . . . . . . . . . 37
11.25. Other Creditor Indebtedness; Intercreditor Documents;
TIFS/VALTECH Debt; Subordinated Indebtedness. . . . . . . . . 37
11.26. Tax Liabilities; Governmental Charges.. . . . . . . . . . . . 37
11.27. Pension Benefit Plans.. . . . . . . . . . . . . . . . . . . . 37
11.27.1. Prohibited Transactions. . . . . . . . . . . . . . 37
11.27.2. Claims.. . . . . . . . . . . . . . . . . . . . . . 38
11.27.3. Reporting and Disclosure Requirements. . . . . . . 38
11.27.4. Accumulated Funding Deficiency.. . . . . . . . . . 38
11.27.5. Multi-employer Plan. . . . . . . . . . . . . . . . 38
11.28. Welfare Benefit Plans.. . . . . . . . . . . . . . . . . . . . 38
11.29. Retiree Benefits. . . . . . . . . . . . . . . . . . . . . . . 38
11.30. Distributions.. . . . . . . . . . . . . . . . . . . . . . . . 38
11.31. Real Property.. . . . . . . . . . . . . . . . . . . . . . . . 38
11.32. State of Collateral and other Property. . . . . . . . . . . . 39
11.32.1. Accounts.. . . . . . . . . . . . . . . . . . . . . 39
11.32.2. Inventory. . . . . . . . . . . . . . . . . . . . . 39
11.32.3. Equipment. . . . . . . . . . . . . . . . . . . . . 40
11.32.4. Intellectual Property. . . . . . . . . . . . . . . 40
11.32.5. Documents, Instruments and Chattel Paper.. . . . . 40
11.33. Chief Place of Business; Locations of Collateral. . . . . . . 40
11.34. Warranties and Representations-Inventory. . . . . . . . . . . 41
11.35. No Negative Pledges.. . . . . . . . . . . . . . . . . . . . . 41
11.36. Security Documents. . . . . . . . . . . . . . . . . . . . . . 41
11.36.1. Security Agreements. . . . . . . . . . . . . . . . 41
11.36.2. Collateral Assignments.. . . . . . . . . . . . . . 41
11.36.2.1. Blocked Account Agreements. . . . . . 42
11.36.2.2. Intellectual Property
Assignments.. . . . . . . . . . . . . 42
11.36.2.3. Acquisition Documents
Assignment. . . . . . . . . . . . . . 42
11.37. S Corporation. . . . . . . . . . . . . . . . . . . . . . . . 42
11.38. Subsidiaries and Affiliates. . . . . . . . . . . . . . . . . 42
11.39. Bank Accounts and Lockboxes. . . . . . . . . . . . . . . . . 42
11.40. Margin Stock.. . . . . . . . . . . . . . . . . . . . . . . . 42
11.41. Securities Matters.. . . . . . . . . . . . . . . . . . . . . 42
11.42. Investment Company Act, Etc. . . . . . . . . . . . . . . . . 42
11.43. No Material Misstatements or Omissions.. . . . . . . . . . . 42
11.44. Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
11.45. Broker's Fees. . . . . . . . . . . . . . . . . . . . . . . . 43

11.46. Eligibility of Collateral. . . . . . . . . . . . . . . . . . 43
11.47. Loans to Shareholders. . . . . . . . . . . . . . . . . . . . 43
12. Modification and Survival of Representations. . . . . . . . . . . . . 43
13. Affirmative Covenants.. . . . . . . . . . . . . . . . . . . . . . . . 43
13.1. Use of Proceeds.. . . . . . . . . . . . . . . . . . . . . . . 43
13.2. Corporate Existence.. . . . . . . . . . . . . . . . . . . . . 44
13.3. Maintenance of Property and Leases. . . . . . . . . . . . . . 44
13.4. Inventory.. . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.5. Insurance.. . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.6. Payment of Taxes and Other Obligations. . . . . . . . . . . . 45
13.7. Compliance With Laws. . . . . . . . . . . . . . . . . . . . . 45
13.7.1. Environmental Laws. . . . . . . . . . . . . . . . . 45
13.7.2. Pension Benefit Plans.. . . . . . . . . . . . . . . 45
13.8. Discovery and Clean-Up of Hazardous Material. . . . . . . . . 45
13.8.1. In General. . . . . . . . . . . . . . . . . . . . . 45
13.9. Termination of Pension Benefit Plan.. . . . . . . . . . . . . 46
13.10. Notice to Administrative Agent and Lenders of
Material Events.. . . . . . . . . . . . . . . . . . . . . . . 46
13.12. Maintenance of Security Interests of Security
Documents.. . . . . . . . . . . . . . . . . . . . . . . . . . 48
13.12.1. Preservation and Perfection of Security
Interests. . . . . . . . . . . . . . . . . . . . . 48
13.12.2. Collateral Held by Warehouseman,
Bailee, etc. . . . . . . . . . . . . . . . . . . . 49
13.12.3. Compliance With Terms of Security Documents. . . . 49
13.13. Accounting System.. . . . . . . . . . . . . . . . . . . . . . 49
13.13.1. Account Records. . . . . . . . . . . . . . . . . . 49
13.13.2. Inventory Records. . . . . . . . . . . . . . . . . 49
13.13.3. Tracing of Proceeds. . . . . . . . . . . . . . . . 49
13.14. Financial Statements. . . . . . . . . . . . . . . . . . . . . 50
13.14.1. Annual Financial Statements. . . . . . . . . . . . 50
13.14.2. Quarterly Financial Statements.. . . . . . . . . . 50
13.15. Other Financial Information.. . . . . . . . . . . . . . . . . 51
13.15.1. Borrowing Base Certificate.. . . . . . . . . . . . 51
13.15.2. Schedule of Accounts and Schedule of
Inventory. . . . . . . . . . . . . . . . . . . . . 51
13.15.3. Report of Indebtedness.. . . . . . . . . . . . . . 51
13.15.4. Sales Report.. . . . . . . . . . . . . . . . . . . 51
13.15.5. Other Reports or Information Concerning
Accounts or Inventory. . . . . . . . . . . . . . . 51
13.15.6. Stockholder and SEC Reports. . . . . . . . . . . . 51
13.15.7. Pension Benefit Plan Reports.. . . . . . . . . . . 52
13.15.8. Tax Returns. . . . . . . . . . . . . . . . . . . . 52
13.15.9. Locations of Inventory Report. . . . . . . . . . . 52
13.15.10. Other Information. . . . . . . . . . . . . . . . . 52
13.16. Review of Accounts. . . . . . . . . . . . . . . . . . . . . . 52
13.17. Inventory.. . . . . . . . . . . . . . . . . . . . . . . . . . 52
13.18. Annual Projections. . . . . . . . . . . . . . . . . . . . . . 52
13.19. Other Information.. . . . . . . . . . . . . . . . . . . . . . 52
13.20. Examinations and Site Visits by Administrative Agent. . . . . 52
13.21. Verification of Accounts and Notices to Account Debtors.. . . 53
13.22. Appraisals of Collateral. . . . . . . . . . . . . . . . . . . 53
13.23. Access to Officers and Auditors.. . . . . . . . . . . . . . . 53
13.24. Movement of Inventory.. . . . . . . . . . . . . . . . . . . . 53
13.25. Titled Assets.. . . . . . . . . . . . . . . . . . . . . . . . 53
13.26. Acquisition Documents.. . . . . . . . . . . . . . . . . . . . 53
13.27. Further Assurances. . . . . . . . . . . . . . . . . . . . . . 54

14. Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . 54
14.1. Investments.. . . . . . . . . . . . . . . . . . . . . . . . . 54
14.2. Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . 55
14.3. Payments on Other Creditor Indebtedness; TIFS/VALTECH Debt;
Subordinated Indebtedness.. . . . . . . . . . . . . . . . . . 56
14.4. Prepayments.. . . . . . . . . . . . . . . . . . . . . . . . . 56
14.5. Indirect Obligations. . . . . . . . . . . . . . . . . . . . . 56
14.6. Security Interests. . . . . . . . . . . . . . . . . . . . . . 56
14.7. Acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . 57
14.8. Bailments; Consignments; Warehousing. . . . . . . . . . . . . 58
14.9. Disposal of Property. . . . . . . . . . . . . . . . . . . . . 58
14.10. Distributions.. . . . . . . . . . . . . . . . . . . . . . . . 58
14.11. Redemptions.. . . . . . . . . . . . . . . . . . . . . . . . . 58
14.12. Change of Control.. . . . . . . . . . . . . . . . . . . . . . 58
14.13. Capital Structure; Equity Securities. . . . . . . . . . . . . 59
14.14. Change of State of Formation; Change of Name. . . . . . . . . 59
14.15. Change of Business. . . . . . . . . . . . . . . . . . . . . . 59
14.16. Transactions With Affiliates. 59
14.17. Operating Leases. . . . . . . . . . . . . . . . . . . . . . . 59
14.18. Conflicting Agreements. . . . . . . . . . . . . . . . . . . . 59
14.19. Investment Banking and Finder's Fees. . . . . . . . . . . . . 59
14.20. Sale and Leaseback Transactions.. . . . . . . . . . . . . . . 60
14.21. New Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . 60
14.22. Fiscal Year.. . . . . . . . . . . . . . . . . . . . . . . . . 60
14.23. Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
14.24. S Corporation Status. . . . . . . . . . . . . . . . . . . . . 60
14.25. Depreciation Methodology. . . . . . . . . . . . . . . . . . . 60
14.26. Tax Consolidation.. . . . . . . . . . . . . . . . . . . . . . 60
14.27. Transactions Having a Material Adverse Effect on
Covered Person. . . . . . . . . . . . . . . . . . . . . . . . 60
14.28. Storage.. . . . . . . . . . . . . . . . . . . . . . . . . . . 60
14.29. Like-Kind Exchange. . . . . . . . . . . . . . . . . . . . . . 60
15. Financial Covenants.. . . . . . . . . . . . . . . . . . . . . . . . . 60
15.1. Special Definitions.. . . . . . . . . . . . . . . . . . . . . 60
15.2. Minimum Tangible Net Worth. . . . . . . . . . . . . . . . . . 62
15.3. Maximum Total Liabilities to Tangible Net Worth.. . . . . . . 62
15.4. Minimum Current Ratio.. . . . . . . . . . . . . . . . . . . . 62
15.5. Minimum Net Income After Tax. . . . . . . . . . . . . . . . . 62
15.6. Minimum Fixed Charge Coverage.. . . . . . . . . . . . . . . . 63
15.7. Maximum Total Funded Indebtedness to EBITDA.. . . . . . . . . 63
15.8. Total Lease Portfolio to Funded Lease Portfolio.. . . . . . . 63
16. Default.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
16.1. Events of Default.. . . . . . . . . . . . . . . . . . . . . . 63
16.1.1. Failure to Pay Principal or Interest. . . . . . . . 63
16.1.2. Failure to Pay Certain Other Amounts Owed
to Lenders. . . . . . . . . . . . . . . . . . . . . 63
16.1.3. Failure to Pay Examination and Appraisal
Costs.. . . . . . . . . . . . . . . . . . . . . . . 63
16.1.4. Failure to Pay Amounts Owed to Other Persons. . . . 63
16.1.5. Representations or Warranties.. . . . . . . . . . . 64
16.1.6. Certain Covenants with Cure Periods.. . . . . . . . 64
16.1.7. Certain Covenants Without Cure Periods. . . . . . . 64
16.1.8. Other Covenants.. . . . . . . . . . . . . . . . . . 64
16.1.9. Acceleration of Other Indebtedness. . . . . . . . . 64

16.1.10. Default Under Other Agreements. . . . . . . . . . . 64
16.1.11. Other Creditor Indebtedness.; TIFS/VALTECH Debt;
Subordinated Indebtedness.. . . . . . . . . . . . . 64
16.1.12. Bankruptcy; Insolvency; Etc.. . . . . . . . . . . . 65
16.1.13. Judgments; Attachment; Settlement; Etc. . . . . . . 65
16.1.14. Pension Benefit Plan Termination, Etc.. . . . . . . 65
16.1.15. Liquidation or Dissolution. . . . . . . . . . . . . 66
16.1.16. Seizure of Assets.. . . . . . . . . . . . . . . . . 66
16.1.17. Racketeering Proceeding.. . . . . . . . . . . . . . 66
16.1.18. Loan Documents; Security Interests. . . . . . . . . 66
16.1.19. Loss to Collateral. . . . . . . . . . . . . . . . . 66
16.1.20. Guaranty; Guarantor.. . . . . . . . . . . . . . . . 66
16.1.21. Material Adverse Change. 66
16.1.22. Negative Pledge.. . . . . . . . . . . . . . . . . . 67
16.2. Cross-Default.. . . . . . . . . . . . . . . . . . . . . . . . 67
16.3. Rights and Remedies.. . . . . . . . . . . . . . . . . . . . . 67
16.3.1. Termination of Commitments. . . . . . . . . . . . . 67
16.3.2. Acceleration; Funding.. . . . . . . . . . . . . . . 67
16.3.3. Right of Set-off. . . . . . . . . . . . . . . . . . 67
16.3.4. Notice to Account Debtors.. . . . . . . . . . . . . 68
16.3.5. Entry Upon Premises and Access to Information.. . . 68
16.3.6. Completion of Uncompleted Inventory Items.. . . . . 68
16.3.7. Borrower's Obligations. . . . . . . . . . . . . . . 68
16.3.8. Secured Party Rights. . . . . . . . . . . . . . . . 68
16.3.9. Joint and Several.. . . . . . . . . . . . . . . . . 69
16.3.10. Miscellaneous.. . . . . . . . . . . . . . . . . . . 70
16.4. Application of Funds. . . . . . . . . . . . . . . . . . . . . 70
16.5. Limitation of Liability; Waiver.. . . . . . . . . . . . . . . 71
16.6. Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
17. Administrative Agent and Lenders. . . . . . . . . . . . . . . . . . . 71
17.1. Appointment, Powers, and Immunities.. . . . . . . . . . . . . 71
17.2. Reliance by Administrative Agent. . . . . . . . . . . . . . . 72
17.3. Employment of Administrative Agents and Counsel.. . . . . . . 72
17.4. Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . 72
17.5. Rights as Lender. . . . . . . . . . . . . . . . . . . . . . . 73
17.6. Indemnification.. . . . . . . . . . . . . . . . . . . . . . . 73
17.7. Notification of Lenders.. . . . . . . . . . . . . . . . . . . 73
17.8. Non-Reliance on Agent and Other Lenders.. . . . . . . . . . . 74
17.9. Resignation.. . . . . . . . . . . . . . . . . . . . . . . . . 74
17.10. Collections and Distributions to Lenders by
Administrative Agent. . . . . . . . . . . . . . . . . . . . . 74
18. General.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
18.1. Lenders' Right to Cure. . . . . . . . . . . . . . . . . . . . 75
18.2. Rights Not Exclusive. . . . . . . . . . . . . . . . . . . . . 75
18.3. Survival of Agreements. . . . . . . . . . . . . . . . . . . . 75
18.4. Assignments.. . . . . . . . . . . . . . . . . . . . . . . . . 75
18.4.1. Permitted Assignments.. . . . . . . . . . . . . . . 75
18.4.2. Register; Consequences and Effect of
Assignments.. . . . . . . . . . . . . . . . . . . . 76
18.4.3. Administrative Agent to Retain Copies of
Assignments and Acceptances.. . . . . . . . . . . . 77
18.4.4. Notice to Borrower of Assignment. . . . . . . . . . 77
18.4.5. Assignment to Federal Reserve Bank. . . . . . . . . 78

vii

18.4.6. Information.. . . . . . . . . . . . . . . . . . . . 78
18.4.7. Sale of Participations. . . . . . . . . . . . . . . 78
18.5. Payment of Expenses.. . . . . . . . . . . . . . . . . . . . . 78
18.6. General Indemnity.. . . . . . . . . . . . . . . . . . . . . . 78
18.7. Changes in Accounting Principles. . . . . . . . . . . . . . . 80
18.8. Loan Records. . . . . . . . . . . . . . . . . . . . . . . . . 80
18.9. Other Security and Guaranties.. . . . . . . . . . . . . . . . 81
18.10. Loan Obligations Payable in Dollars.. . . . . . . . . . . . . 81
18.11. Reimbursement Obligations of Borrower.. . . . . . . . . . . . 81
18.12. Confidentiality.. . . . . . . . . . . . . . . . . . . . . . . 82
18.13. Termination.. . . . . . . . . . . . . . . . . . . . . . . . . 82
18.13.1. Termination Fee. . . . . . . . . . . . . . . . . . 82
18.13.2. Liquidated Damages.. . . . . . . . . . . . . . . . 83
18.13.3. Irrevocable; Termination of Entire
Agreement. . . . . . . . . . . . . . . . . . . . . 83
18.13.4. Effect on Obligations. . . . . . . . . . . . . . . 83
19. Binding Arbitration.. . . . . . . . . . . . . . . . . . . . . . . . . 83
19.1. Arbitrable Claims.. . . . . . . . . . . . . . . . . . . . . . 83
19.2. Administrative Body.. . . . . . . . . . . . . . . . . . . . . 84
19.3. Arbitration Panel.. . . . . . . . . . . . . . . . . . . . . . 84
19.4. Discovery.. . . . . . . . . . . . . . . . . . . . . . . . . . 84
19.5. Exemplary or Punitive Damages.. . . . . . . . . . . . . . . . 85
19.6. Confidentiality of Awards.. . . . . . . . . . . . . . . . . . 85
19.7. Prejudgment; Provisional Remedies; Foreclosure. . . . . . . . 85
19.8. Attorneys' Fees.. . . . . . . . . . . . . . . . . . . . . . . 85
19.9. Limitations.. . . . . . . . . . . . . . . . . . . . . . . . . 85
19.10. Survival After Termination. . . . . . . . . . . . . . . . . . 86
19.11. Invalidity/Unenforceability of Binding Arbitration;
Jury Trial Waiver; Service of Process; Forum. . . . . . . . . 86
19.11.1. Jury Trial Waiver. . . . . . . . . . . . . . . . . 86
19.11.2. Choice of Forum. . . . . . . . . . . . . . . . . . 86
19.11.3. Service of Process.. . . . . . . . . . . . . . . . 86
20. Miscellaneous.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
20.1. Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . 87
20.2. Amendments and Modifications; Waivers and Consents;
All Lenders.. . . . . . . . . . . . . . . . . . . . . . . . . 87
20.3. Course of Dealing.. . . . . . . . . . . . . . . . . . . . . . 88
20.4. Rights Cumulative.. . . . . . . . . . . . . . . . . . . . . . 88
20.5. Successors and Assigns. . . . . . . . . . . . . . . . . . . . 88
20.6. Severability. . . . . . . . . . . . . . . . . . . . . . . . . 88
20.7. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 88
20.8. Governing Law; No Third Party Rights. . . . . . . . . . . . . 88
20.9. Counterpart Facsimile Execution.. . . . . . . . . . . . . . . 88
20.10. No Other Agreements.. . . . . . . . . . . . . . . . . . . . . 89
20.11. Negotiated Transaction. . . . . . . . . . . . . . . . . . . . 89
20.12. Incorporation By Reference. . . . . . . . . . . . . . . . . . 89
20.13. Statutory Notice-Insurance. . . . . . . . . . . . . . . . . . 89
20.14. Statutory Notice--Oral Commitments. . . . . . . . . . . . . . 89

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