AMONG

AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT

AMONG

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

AS ADMINISTRATIVE AGENT

FIFTH THIRD BANK (NORTHERN KENTUCKY)

AS CO-AGENT

AND

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION
AND
THE OTHER LENDERS LISTED ON EXHIBIT 3 AND SIGNATURE PAGES HERETO

AS LENDERS

AND

POMEROY IT SOLUTIONS, INC.,
XXXXXXX SELECT INTEGRATION SOLUTIONS, INC.,
XXXXXXX SELECT ADVISORY SERVICES, LLC,
POMEROY IT SOLUTIONS SALES COMPANY, INC.,
XXXXXXX COMPUTER RESOURCES HOLDING COMPANY, INC.,
XXXXXXX COMPUTER RESOURCES OPERATIONS, LLP,
PCR HOLDINGS, INC.,
PCR PROPERTIES, LLC,
THELINC, LLC ,
VAL TECH COMPUTER SYSTEMS, INC.,
MICROLOGIC BUSINESS SYSTEMS OF K.C., LLC, AND
XXXXXXX ACQUISITION SUB, INC.
JOINTLY AND SEVERALLY

AS BORROWER

JUNE __, 2004

AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT

In consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Xxxxxxx IT
Solutions, Inc. (formerly known as, Pomeroy Computer Resources, Inc.), Xxxxxxx
Select Integration Solutions, Inc., Xxxxxxx Select Advisory Services, LLC
(formerly, prior to conversion, Xxxxxxx Select Advisory Services, Inc.), Pomeroy
IT Solutions Sales Company, Inc. (formerly known as, Pomeroy Computer Resources
Sales Company, Inc.), Xxxxxxx Computer Resources Holding Company, Inc., Xxxxxxx
Computer Resources Operations, LLP, PCR Holdings, Inc. (formerly known as,
Technology Integration Financial Services, Inc.), PCR Properties, LLC (formerly,
prior to conversion, PCR Properties, Inc., and prior to such conversion,
formerly known as, T.I.F.S. Advisory Services, Inc.), TheLinc, LLC, Val Tech
Computer Systems, Inc., Micrologic Business Systems of K.C., LLC, Xxxxxxx
Acquisition Sub, Inc. (collectively, and separately referred to as, "Borrower"),
and GE Commercial Distribution Finance Corporation ("GECDF"), as Administrative
Agent, and GECDF 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:

RECITALS

A. The Borrower, Administrative Agent, GECDF and the lenders named therein
or party thereto from time to time (the "Existing Lenders"), entered into a
Credit Facilities Agreement dated as of June 28, 2001 (as amended from time to
time, the "Existing Loan Agreement").

B. The Borrower, Administrative Agent and the Lenders desire to, and have
agreed to, amend and restate the Existing Loan Agreement into this Agreement,
and this Agreement is not a novation of the Existing Loan Agreement.

C. As a condition to the execution and delivery of this Agreement, the
Administrative Agent, the Existing Lenders and the Lenders have executed a
Master Assignment and Acceptance Agreement, as acknowledged by the Borrower, of
even date herewith, which such Master Assignment and Acceptance Agreement is
effective simultaneously with the effectiveness of this Agreement.

1. EFFECTIVE DATE.

This Agreement is effective June __, 2004.

2. DEFINITIONS; RULES OF CONSTRUCTION; BORROWING AGENT; REAFFIRMATION; PATRIOT
ACT.

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 IT Solutions, Inc.
(formerly known as, Pomeroy Computer Resources, Inc.), Xxxxxxx Select
Integration Solutions, Inc., Xxxxxxx Select Advisory Services, LLC
(formerly, prior to conversion, Xxxxxxx Select Advisory Services, Inc.),
Pomeroy IT Solutions Sales Company, Inc. (formerly known as, Pomeroy
Computer Resources Sales Company, Inc.), Xxxxxxx Computer Resources Holding
Company, Inc., Xxxxxxx Computer Resources Operations, LLP, PCR Holdings,
Inc. (formerly known as, Technology Integration Financial Services, Inc.),
PCR Properties, LLC (formerly, prior to conversion, PCR Properties,

Inc., and prior to such conversion, formerly known as, T.I.F.S. Advisory
Services, Inc.), TheLinc, LLC, Val Tech Computer Systems, Inc., Micrologic
Business Systems of K.C., LLC, and Xxxxxxx Acquisition Sub, 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 60.0000% (subject to the terms of Section 7.5).

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.

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. JOINDER OF XXXXXXX ACQUISITION SUB, INC. Xxxxxxx IT Solutions, Inc.
has previously formed Xxxxxxx Acquisition Sub, Inc., a Delaware corporation
("PAS"). PAS, hereby irrevocably covenants and agrees that by execution of
this Agreement, it is, for all purposes, a Borrower under the Loan
Agreement and other Loan Documents and it is jointly and severally liable,
as a maker and not an accommodation party, for the payment and performance
of all Loan Obligations and all covenants, agreements and obligations of
the Borrower contained in the Loan Agreement and the other Loan Documents,
in each case whether now existing or hereafter arising as if PAS were a
signatory to the Loan Agreement and other Loan Documents on the date of
execution thereof. In this Agreement, each document executed in connection
herewith, for all purposes under the Loan Agreement and the Loan Documents,
and hereafter, all references to "Borrowers" or "Borrower" or "Covered
Person" or "Covered Persons" in the Loan Agreement and in any other Loan
Document shall be deemed to include and shall hereby include PAS.

2.10. CERTIFICATES OF BORROWER AND BORROWING OFFICER, ADVANCE REQUESTS;
BORROWING AGENT. Each Borrower hereby appoints Xxxxxxx IT Solutions 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, Swingline Loan,
Interim Floorplan Loan, or Floorplan Loan. Each of the Borrowers hereby
directs the Letter of Credit Issuer to issue Letters of Credit or cause the
issuance of Letters of Credit, directs the Administrative Agent to disburse
the proceeds of each Revolving 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. Notwithstanding anything herein to the contrary,
proceeds of the initial Revolving 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,
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.

2.11. 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.

2.12. FIFTH THIRD BANK (NORTHERN KENTUCKY)APPOINTMENT AS CO-AGENT. Fifth
Third Bank (Northern Kentucky) is given the title "Co-Agent" under the Loan
Agreement and Loan Documents. Nothing contained in the foregoing sentence,
shall give Fifth Third Bank (Northern Kentucky) any additional rights or
obligations under the Loan Agreement or the Loan Documents.

2.13. REAFFIRMATION. Each Borrower hereby unconditionally reaffirms,
acknowledges and confirms that (i) such Borrower has no defenses to its
obligations under the Existing Loan Agreement, this Agreement and the other
Loan Documents, (ii) the Security Interests of the Administrative Agent
under the Security Documents secure all the Loan Obligations under the Loan
Agreement, continue in full force and effect, and have the same priority as
before this Agreement, (iii) such Borrower has no claim against
Administrative Agent, any Existing Lender or any Lender arising from or in
connection with the Existing Loan Agreement, this Agreement or the other
Loan Documents and any and all such claims are waived, released and
discharged (the foregoing is not intended to waive any manifest errors in
the Administrative Agent's or any Lender's records with respect to the Loan
Obligations or manifest errors in any Statement of Transaction with respect
to the Loan Obligations), and (iv) each of the Security Documents and other
Loan Documents (including, without limitation, all blocked account
agreements, lockbox agreements, Subordination Agreements, landlord
consents, and other documents and agreements), is hereby reaffirmed without
qualification and is and remains in full force and effect constitute the
legal, valid and binding obligations of Borrower enforceable against
Borrower in accordance with their terms, except to the extent that the
enforceability thereof against such Borrower may be limited by bankruptcy,
insolvency or other laws affecting the enforceability of creditors rights
generally or by equity principles of general application.

2.14. PATRIOT ACT NOTIFICATION. As required by applicable federal Law and
Administrative Agent's and each other Lender's policies and practices,
Administrative Agent and each Lender may need to collect certain customer
identification information and documentation in connection with opening or
maintaining accounts, or establishing or continuing to provide services.

2.15. ARC ACQUISITION. Each of the Lenders and Administrative Agent hereby
consents to the ARC Acquisition if and only if: (i) the purchase price,
including payment for the outstanding capital stock, warrants and options
therefor of Alternative Resources Corporation, a Delaware corporation,
Seller notes (if any), assumed Indebtedness (excluding ordinary course
accounts payable) or similar items, any deferred purchase price (if any) or
earn outs (if any), together with all expenses incurred in connection with
the ARC Acquisition does not exceed the total purchase price of Fifty Five
Million Dollars ($55,000,000), and (ii) all other conditions of Section
14.7 of this Agreement, including, without limitation, the Administrative
Agent obtaining a first priority perfected Security Interest in all assets
of Alternative Resources Corporation and its Subsidiaries acquired in the
ARC Acquisition (except for capital stock), are satisfied in accordance
with the terms thereof to the satisfaction of the Administrative Agent, and
Borrower providing an update to the Disclosure Schedule in form and
substance satisfactory to Administrative Agent. If the ARC Acquisition is
consummated in accordance with the preceding sentence, each of the Lenders
and the Administrative Agent hereby consent to (i) following the closing of
the ARC Acquisition, and with prior written notice to Administrative Agent,
the change of the name of Xxxxxxx Acquisition Sub, Inc. to Alternative
Resources Corporation (or such other name as Borrower may choose), and (ii)
the merger of Xxxxxxx Acquisition Sub, Inc. with and into Alternative
Resources Corporation, with either entity being the successor corporation
so long as it is duly formed and existing under the laws of the State of
Delaware. Borrower shall deliver to Administrative Agent, within five
Business Days of filing, filed-stamped copies of the amendments to the
Formation Documents of Xxxxxxx Acquisition Sub, Inc. or Alternative

Resources Corporation (whichever is the surviving entity), evidencing any
name change to such surviving entity, and merger certified by the
applicable Secretary of State together with shareholder resolutions of each
such Borrower certified by its respective corporate secretary authorizing
the name change of such entity as contemplated by this Section. Borrowers
hereby irrevocably authorize Administrative Agent to file any amendments to
any prior UCC filings and to file any new UCC filings, to evidence, or
continue the perfection of, its liens and Security Interests in the
Collateral due to such name changes and mergers.

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,
Section 3.6 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 Ten Million Dollars ($110,000,000), 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 either: (i) the Aggregate
Revolving Loan exceeding the Maximum Available Amount; or (ii) the
Lenders' Exposure exceeding the Total Aggregate Facility Limit. 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 or the Total Aggregate
Facility Limit 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
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of (a) the Swingline Loan, and (b) the Floorplan Shortfall, and (c)
the Letter of Credit Exposure on such date (except to the extent that
a Revolving Loan Advance will be used immediately to reimburse Letter
of Credit Issuer for unreimbursed draws on a Letter of Credit).

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. 85% 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
13.14.1, whichever is less; minus

3.1.4.2. Fifteen Million Dollars ($15,000,000) provided, however,
at any time if, for the preceding complete four fiscal quarters
there has been no Default or Event of Default, then, beginning on
the first day of the next following fiscal quarter, the foregoing
amount shall be reduced to $10,000,000; provided further,
however, if a Default or an Event of Default subsequently occurs,
then such amount shall immediately be increased to $15,000,000
but such amount shall be reduced to $10,000,000 if any such
Default or Event of Default is waived or cured to the
satisfaction of the Administrative Agent and the Required
Lenders, and no Default or Event of Default occurs for the next
four fiscal quarter period following any such waiver or cure
(such reduction to occur beginning on the first day of the next
following fiscal quarter); minus

3.1.4.3. 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); minus.

3.1.4.4. GENERAL RESERVES. any other reserves or deductions from
the "Borrowing Base" which Administrative Agent or the Required
Lenders believe to be appropriate in their respective
commercially reasonable discretion.

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; (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) 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, (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. FLOORPLAN LOAN FACILITY.

3.2.1. FLOORPLAN LOAN FACILITY GENERALLY. Each Lender shall, subject
to the terms and limitations in this Section 3.2, Section 3.6, and
elsewhere 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
Five Million Dollars ($75,000,000) 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 either: (i)
the sum of the Aggregate Floorplan Loan, the Interim Floorplan Loan,
and all unfunded Approvals, exceeding the Aggregate Floorplan Loan
Facility; or (ii) the Lenders' Exposure exceeding the Total Aggregate
Facility Limit. 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.

3.2.2. 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 3.2.3 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 3.2.3 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.

3.2.3. LIMITATIONS ON INTERIM FLOORPLAN LOAN ADVANCES. The maximum
amount of the Interim Floorplan Loan amount on any date shall be
Twenty Million Dollars ($20,000,000). 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 or make any Interim Floorplan Loan Advance which would cause
the Lenders' Exposure to exceed the Total Aggregate Facility Limit.
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.

3.2.4. 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").

3.2.5. 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.

3.2.6. 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
GECDF, or with respect to which GECDF or Administrative Agent deems
itself insecure, or any Inventory or Proceeds thereof in which another
Person has a Security Interest. Without limiting the generality of the
foregoing, any items produced by IBM and Hewlett-Packard, 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 3.2.7 which such
Approvals may be funded in Administrative Agent's sole discretion and,
in such case, each Lender shall be obligated to fund its pro rata
share of any Advance with respect to such Approvals, 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.

3.2.7. 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. A termination of the Aggregate Floorplan Loan Facility
shall automatically terminate the Interim Floorplan Facility on the
date of any notice of such termination of the Aggregate Floorplan
Facility. 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 ,
all Letters of Credit have expired and the Letter of Credit Exposure
is irrevocably reduced to zero, and the Administrative Agent and the
Lenders have no other commitment to extend credit or make advances to
or for the account of Borrower.

3.2.8. REPURCHASE AGREEMENTS. Administrative Agent and/or GECDF
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 GECDF 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 GECDF may take or refrain
from taking any actions under or in connection with the Vendor
Agreements in Administrative Agent's or GECDF, as the case may be,
commercially reasonable judgment.

3.3. SWINGLINE COMMITMENT.

3.3.1. SWINGLINE ADVANCES. In order to reduce the frequency of
fundings of Revolving Loan Advances by Lenders, but subject to the
limitations in Section 3.3.2 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
3.3.2 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.

3.3.2. 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 either: (i) the Swingline
Loan exceeding the Maximum Swingline Amount; or (ii) the Lenders'
Exposure exceeding the Total Aggregate Facility Limit. 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)
Twenty Million Dollars ($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.

3.3.3. 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.

3.4. LETTER OF CREDIT FACILITY.

3.4.1. As may be requested from time to time by Borrower hereunder and
subject to the terms and conditions of this Agreement, the Letter of
Credit Issuer will issue or cause to be issued by any Person
acceptable to Administrative Agent standby letters of credit and
commercial (documentary) letters of credit for the account of Borrower
from time to time from the Effective Date to the date notice of
termination of the Aggregate Revolving Loan Commitment is effective or
termination of the Letter of Credit Facility is effective, but only if
the Letter of Credit Exposure will not as a result of such issuance
exceed the lesser of (i) Five Million Dollars ($5,000,000) or (ii) an
amount equal to the difference between (a) the lesser of the Aggregate
Revolving Loan Commitment and the Borrowing Base, and (b) the sum of
(I) the Aggregate Revolving Loan, (II) the Swingline Loan, and (III)
the Floorplan Shortfall. If the Letter of Credit Issuer does not
itself issue Letters of Credit, then it shall, subject to the terms
and conditions of this Agreement, arrange for the issuance of Letters
of Credit and for all purposes of this Agreement and the Loan
Documents, be deemed to have issued the Letters of Credit, and shall
be entitled to all fees payable to the Letter of Credit Issuer
hereunder, and reimbursements relating thereto.

3.4.2. Immediately upon the issuance of a Letter of Credit in
accordance with the terms and conditions hereof, Letter of Credit
Issuer shall be deemed to have sold and transferred to each other
Lender, and each such other Lender shall be deemed to have purchased
and received from Letter of Credit Issuer, a pro rata undivided
interest and participation in such Letter of Credit, the reimbursement
obligation of Borrower with

respect thereto, and any guaranty thereof or collateral therefor. Each
Lender's (including the Letter of Credit Issuer's) pro-rata undivided
interest shall be the same as its pro-rata share of the Aggregate
Revolving Loan Commitment.

3.4.3. Subject to the terms and conditions below, the expiration date
of any Letter of Credit will not be later than the earlier of (i) the
first anniversary of the date of issuance, and (ii) a Business Day
that is not later than the date which is 25 days prior to the earliest
to occur of the date of termination of the Aggregate Revolving Loan
Commitment or the date of termination of the Letter of Credit Facility
(if any such notice of termination has been previously given);
provided, however, that the expiration date for a Letter of Credit may
be later than such date if Letter of Credit Issuer and Administrative
Agent (if Administrative Agent and the Letter of Credit Issuer are not
the same Person) consent to such issuance and Borrower provides to the
Administrative Agent at the time of issuance cash collateral
satisfactory to Letter of Credit Issuer and Administrative Agent (if
Administrative Agent and the Letter of Credit Issuer are not the same
Person) as security for Borrower's obligation to reimburse the Letter
of Credit Issuer, the Administrative Agent and the Lenders for 105% of
all draws and expenses thereunder ("Cash Collateral"). The Cash
Collateral is a part of the Collateral and Borrower hereby
unconditionally grants a Security Interest to Administrative Agent in
the Cash Collateral. Borrower also agrees that if a Letter of Credit
has been issued and the Aggregate Revolving Loan Commitment is
subsequently terminated or the Letter of Credit Facility is
subsequently terminated so that the expiry of such Letter of Credit(s)
is beyond the effective date of the termination of the Aggregate
Revolving Loan Commitment or beyond the effective date of termination
of the Letter of Credit Facility, whichever is earliest, then Borrower
shall, on or before five Business Days prior to the effective date of
such termination, whichever is earlier, provide Administrative Agent
with Cash Collateral. Administrative Agent and the Lenders shall be
entitled to make one or more Revolving Loans to provide Cash
Collateral if Borrower does not timely provide Cash Collateral and all
such Revolving Loans shall be a part of the Loan Obligations secured
by the Collateral. Administrative Agent shall hold Cash Collateral for
the benefit of the Letter of Credit Issuer, the Lenders and
Administrative Agent as security for the Letters of Credit and the
other Loan Obligations in an account in its respective name at the
Letter of Credit Issuer or such other financial institution as
Administrative Agent may select in its reasonable discretion.

3.5. TERMINATION. At any time an Event of Default has occurred and is
continuing, Administrative Agent or the Required Lenders may terminate some
or all of the Commitments, accelerate the Loan Obligations or take such
other actions as they may have hereunder (including Section 16.3), the
other Loan Documents or at law or at equity. 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 3.2.7, the Administrative Agent may, or the Required Lenders by
direction to the Administrative Agent 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 by
the Required Lenders shall be given in writing to Administrative Agent who
shall then promptly send such notice to Borrower, or if given by
Administrative Agent, Administrative Agent shall promptly notify the
Lenders after notifying Borrower. Borrower may at any time terminate all of
the Commitments by giving written notice

to Administrative Agent (which shall then promptly send a copy of such
notice to each Lender) if and only if Borrower repays in full and in cash
all of the Loan Obligations within 60 days of Administrative Agent's
receipt of such notice, including cash collateral for all Floorplan Loan
Advances and Interim Floorplan Loan Advances that may be made with respect
to any Approval issued during such 60 day period, and such termination
shall be effective on or before the end of such 60 day period.
Notwithstanding a termination, 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, all Letters of Credit have expired and the Letter of Credit Exposure
is irreversibly zero, and the Administrative Agent and the Lenders have no
other commitment to extend credit or make advances to or for the account of
Borrower.

3.6. TOTAL AGGREGATE FACILITY LIMIT. Notwithstanding the Commitments herein
or anything else contained in this Agreement or any of the other Loan
Documents to the contrary, Borrower, Administrative Agent and each Lender
acknowledge and agree that at no time shall the Aggregate Revolving Loan,
the Swingline Loan, the Aggregate Floorplan Loan, the Interim Floorplan
Loan, the Letter of Credit Exposure and all unfunded Approvals, exceed One
Hundred Sixty Five Million Dollars ($165,000,000) in the aggregate (the
"Total Aggregate Facility Limit").

4. INTEREST; YIELD PROTECTION.

4.1. INTEREST ON THE SWINGLINE LOAN. At all times, the Swingline Loan shall
bear interest at the same rate of interest as the Aggregate Revolving Loan
is then bearing interest.

4.2. INTEREST ON DRAWS ON LETTERS OF CREDIT. The unreimbursed amount of
each draw on a Letter of Credit shall bear interest at the rate per annum
equal to the Adjusted LIBOR Rate.

4.3. INTEREST ON THE FLOORPLAN LOAN AND INTERIM FLOORPLAN LOAN
--ADMINISTRATIVE AGENT AND GECDF AS A LENDER ONLY.

4.3.1. 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 2.0%.

4.3.2. 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's and/or GECDF's 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).

4.3.3. Borrower will pay the interest, fees, and finance charges to
Administrative Agent (on the Interim Floorplan Loan) for its own
account and to GECDF (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 4.3.2. All such
amounts (whether interest, fees or late charges, but excluding
principal) due and owing as set forth in each Statements of
Transaction shall be retained by Administrative Agent for its own
account (on the Interim Floorplan Loans) and by GECDF 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 GECDF) from the proceeds Administrative Agent receives
from the Borrower and the Vendors, as provided in, and subject to the
terms of, Section 4.5. All discounts and subsidies from a Vendor shall
be for the sole account of Administrative Agent and GECDF. 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. The finance charges attributable to the rate shown on
each 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
each Statement of Transaction divided by 360, or the monthly rate
shown on each 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.

4.3.4. 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
GECDF, 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.

4.4. INTEREST ON AGGREGATE LOANS--OTHER THAN FLOORPLAN LOANS. 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.

4.5. 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
GECDF) will be paid the interest rate specified in this Agreement. With
respect to each Lender (other than GECDF), 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 4.6, 4.7, and 4.8
and as provided in Section 6.1.1 from the date of funding by such Lender to
Administrative Agent of its pro rata share of such Floorplan Loan Advance
to the date of repayment; provided, however if a Floorplan Payment Default
occurs, then until such Floorplan Payment 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 GECDF) or reduce the amount of such
payments on the Floorplan Loans to each Lender (other than GECDF) 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 (i) the cumulative amount of interest distributed by
Administrative Agent to the Lenders (other than GECDF) solely with respect
to each specific Statement of Transaction for which a Floorplan Payment
Default exists as outlined above in this Section 4.5 under the portion of
the Aggregate Floorplan Loan attributable to Lenders (other than GECDF) for
the period commencing with the date interest begins accruing under the
Statement of Transaction (excluding any interest distributed which is
attributable to the period of time during any free floor plan period) and
to the extent such interest has not been paid by Borrower under each such
specific Statement of Transaction relating to such Floorplan Payment
Default through the date of calculation (provided, however, that in no
event shall any interest paid to the Lenders (other than GECDF) relating to
any specific Statement of Transaction during any period for which no
Floorplan Payment Default exists or existed be included in the calculation
under this clause (i)), minus (ii) the cumulative amount of interest
collected from Borrower by Administrative Agent solely with respect to each
specific Statement of Transaction for which a Floorplan Payment Default
exists as outlined above in this Section 4.5 under the portion of the
Aggregate Floorplan Loan attributable to Lenders (other than GECDF) for the
period commencing with the date interest begins accruing under the
Statement of Transaction (excluding any interest distributed which is
attributable to the period of time during any free floor plan period). For
purposes of determining the interest payable by Administrative Agent to
each

Lender (other than GECDF) on each such Lender's respective Floorplan Loans,
each Floorplan Loan Advance or any part of a Floorplan Loan Advance owing
to a Lender (other than GECDF) 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.

4.6. BASE RATE. Except as set forth in Section 4.3.1, the "Base Rate" for
any Base Rate Advance is the Prime Rate (which will fluctuate as described
in Section 4.11) plus the applicable Prime Increment determined from time
to time as provided in Section 4.8

4.7. 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 4.8. 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) For each calendar week commencing on Tuesday of such week, 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 by The Wall Street Journal and
-----------------------
identified as the "London Interbank Offered Rate" for an interest
period of 30 days, on (a) each Monday immediately preceding, or (b) if
any such Monday is not a Business Day, then on the Business Day
immediately preceding such Monday. If for any reason such rate is not
available, the term "LIBOR Rate" shall mean, for any LIBOR Loan, the
rate per annum appearing 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, on (a) each
Monday immediately preceding, or (b) if any such Monday is not a
Business Day, then on the Business Day immediately preceding such
Monday; 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.

4.8. 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,
2004, 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
TO EBITDA REVOLVING FLOORPLAN BASE RATE BASE RATE
LOANS AND LOANS LIBOR INCREMENT FOR INCREMENT FOR
SWINGLINE INCREMENT REVOLVING FLOORPLAN
OANS LIBOR LOANS AND LOANS
INCREMENT SWINGLINE
LOANS
------------------------------- ----------- ------------ -------------- --------------

less than or equal to 2.75% 3.00% 0.25% 0.00%
2.75:1.00 but greater than
2.50:1.00
------------------------------- ----------- ------------ -------------- --------------
less than or equal to 2.50% 3.00% 0.00% 0.00%
2.50:1.00 but greater than
2.00:1.00
------------------------------- ----------- ------------ -------------- --------------
(A) less than or equal 2.25% 3.00% -0.25% 0.00%
2.00:1.00 but greater than or
equal to 1.00:1.00 OR (B)
less than 1.00:1.00 and
Borrower's quarterly volume
for the preceding quarter for
the Floorplan Loan Facility is
less than $30,000,000
------------------------------- ----------- ------------ -------------- --------------
(i) less than 1.00:1.00 AND 2.00% 3.00% -.50% 0.00%
(ii) Borrower's quarterly
volume for the preceding
quarter for the Floorplan
Loan Facility is greater than
or equal to $30,000,000
------------------------------- ----------- ------------ -------------- --------------

For all the Revolving Loans, the Prime Increments and LIBOR Increments in
the table above are used for determining that interest rate paid by
Borrower to Administrative Agent to be distributed to the Lenders. 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 (other than GECDF)
pursuant to Section 4.5, provided, however, the rate paid to the Lenders
(other than GECDF) on the Floorplan Loans shall be the Adjusted LIBOR Rate,
unless the LIBOR Rate is not available as provided in this Agreement. 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 4.3. Any change in the Prime Increment and LIBOR
Increment in the table above 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 13.13.2. If Borrower does not deliver its quarterly Financial
Statements to Administrative Agent within the period required by

Section 13.13.2, 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 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.

4.9. 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 this Section and in
Sections 4.15, 4.16 and 4.17 in which cases such conversion shall be
mandatory. At Borrower's option, subject to Section 4.8, all Revolving
Loans and all Swingline Loans for a calendar quarter shall be either Base
Rate Loans or LIBOR Loans based on a written election from Borrower to
Administrative Agent. If Borrower does not deliver a written election to
Administrative Agent then, subject to Section 4.8, all Revolving Loans and
all Swingline Loans shall be deemed to be LIBOR Loans, with such election
being effective on the first day of the calendar month following delivery
of such notice from Borrower to Administrative Agent if such notice is
given to Administrative Agent at least five Business Days prior to the
first day of such calendar month, otherwise such change shall take effect
on the first day of the next subsequent calendar month. Effective only one
time in each calendar quarter, with respect to all Revolving Loans and all
Swingline Loans, Borrower may change from Base Rate to the Adjusted LIBOR
Rate or Adjusted LIBOR Rate to Base Rate, as the case may be, with such
election being effective on the first day of the calendar month following
delivery of such notice from Borrower to Administrative Agent if such
notice is given to Administrative Agent at least five Business Days prior
to the first day of such calendar month, otherwise such change shall take
effect on the first day of the next subsequent calendar month. All
Swingline Loans shall always bear interest at the same rate as all
Revolving Loans.

4.10. 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.

4.11. 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
with respect to Base Rate Loans, on each Business Day thereafter when the
Base Rate changes, and with respect to LIBOR Rate Loans, each week.
Interest rates that are based on the LIBOR Rate and the Base Rate shall
change simultaneously with any change as determined in the preceding
sentence 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.

4.12. RATE AFTER MATURITY AND RATE AFTER AN EVENT OF DEFAULT. Subject to
Section 4.3.1, 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 2.0% plus the
highest non-default rate specified in Section 4.8 on each Loan (the
"Default Rate"); provided, however, Administrative Agent shall have no
obligation to pay a Default Rate to any Lender unless such Default Rate is
paid by Borrower to Administrative Agent.

4.13. TAXES.

4.13.1. 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.

4.13.2. 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 4.13.1.

4.13.3. 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.

4.13.4. 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) IRS Form 1001 or 4224, as appropriate, or any successor
form prescribed by the IRS, 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) IRS Form W-8 or W-9, as
appropriate, or any successor form prescribed by the IRS, 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.

4.13.5. 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 4.13.4 (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 4.13 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.

4.13.6. 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 4.13, to treat Borrower in a manner substantially
similar to that of its other similarly situated customers.

4.13.7. Within thirty (30) days after the date of any payment of Taxes
described in this Section 4.13, the Borrower shall furnish to the
Administrative Agent the original or a certified copy of a receipt
evidencing such payment.

4.13.8. 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 in cash of the Loan
Obligations.

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

4.14.1. 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:

4.14.1.1. 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);

4.14.1.2. 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

4.14.1.3. 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 4.15 shall be applicable); provided that such suspension shall
--------
not affect the right of such Lender to receive the compensation so
requested.

4.14.2. 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.

4.14.3. 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.

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

4.15.1. 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

4.15.2. 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.

4.16. 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 4.15 shall be
applicable).

4.17. 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 4.15 or 4.16 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 4.15 or 4.16 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 4.15 or 4.16 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.

4.18. 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 4.18, 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 a closing fee of Two
Hundred Thousand Dollars ($200,000) to be shared pro-rata among the Lenders
based upon each Lenders' Revolving Loan Commitment. 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. 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 twenty (20) basis points to the
Unused Revolving 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 and (C) the Letter
of Credit Exposure. The Unused Fee shall be payable monthly in arrears on
or before the 25th day of each month for the prior fiscal month, and on the
Revolving Loan Maturity Date.

5.3. LETTER OF CREDIT FEES. Borrower shall pay to Administrative Agent for
the account of each Lender with a Revolving Loan Commitment (pro rata based
on each Lender's Revolving Loan Commitment), a non-refundable recurring
Letter of Credit Fee for each Letter of Credit issued or caused to be
issued hereunder. The Letter of Credit Fee for any Letter of Credit shall
be an amount equal to the aggregate undrawn amount of such Letter of Credit
multiplied by 1.75% (per annum). The Letter of Credit Fee for each Letter
of Credit shall be payable in advance on the date of issuance for the
remaining portion of the quarter when issued and quarterly thereafter in
advance on the first day of each full calendar quarter thereafter while
such Letter of Credit is outstanding.

5.4. LETTER OF CREDIT FRONTING FEE. Borrower shall pay to Letter of Credit
Issuer a non-refundable, one-time Fronting Fee equal to .125% of the face
amount of each Letter of Credit issued by Letter of Credit Issuer. The
Fronting Fee due for any Letter of Credit shall be payable in advance,
commencing on the issuance date of such Letter of Credit.

5.5. OTHER LETTER OF CREDIT FEES. Borrower shall pay to the Letter of
Credit Issuer, Letter of Credit Issuer's other customary fees for issuance,
amendment, or renewal of a Letter of Credit and, as Letter of Credit Issuer
and Borrower may agree with respect to each Letter of Credit, for each
negotiation of a draft drawn under such Letter of Credit.

5.6. 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.

6.1.1.1.

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.

6.1.1.2. Borrower shall pay to Administrative Agent for its own
account and the account of GECDF, 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 4.3 and 4.5 and elsewhere in this
Agreement, interest on the Floorplan Loans to the Lenders, other
than GECDF, shall be distributed by Administrative Agent monthly
in arrears (with the right of set off in favor of Administrative
Agent and GECDF as set forth in Section 4.5) 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 (subject to the Borrower's obligation to provide cash
collateral for such Approvals).

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, 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
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
the Aggregate Revolving Loan is reduced to zero and there is
no Existing Default, returned to Borrower, 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 including payment of cash
collateral satisfactory to Administrative Agent as security
for Borrower's obligation to reimburse the Letter of Credit
Issuer, the Administrative Agent and the Lenders for 105% of
all draws and expenses under all outstanding Letters of
Credit and 100% of any unfunded Approvals. 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 or any other Business Day of each
calendar week as may be selected by Administrative Agent (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, 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. 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, 2007 and Borrower shall
repay the entire amount of the Swingline Loan on demand, or if no
demand is made, on June 25, 2007, and plus at such time, payment
of cash collateral satisfactory to Administrative Agent as
security for Borrower's obligation to reimburse the Letter of
Credit Issuer for 105% of all draws and expenses under all
outstanding Letters of Credit. Borrower shall repay the entire
amount of the Aggregate Floorplan Loan and the Interim Floorplan
Loan on the date as provided in Section 3.2.7 or specified
elsewhere in this Agreement or if no demand is made as set forth
in Section 3.2.7 or elsewhere in this Agreement, then on June 25,
2007 (such date being, the "Floorplan Loan Maturity Date"), plus
cash collateral equal to 100% of any unfunded Approvals, in which
case such Approvals shall be otherwise 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, 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
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
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 3.3.2, 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 Interim Floorplan Loan plus the Aggregate Floorplan Loan
exceeds the Aggregate Floorplan Loan Facility, then the Borrower
shall, on such date, pay 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.

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 Revolving Loans shall be distributed by Administrative Agent to
Lenders in accordance with their pro-rata shares of the Aggregate Revolving Loan
Commitment and applied by Lenders to reduce their Revolving Loans in accordance
with their respective pro-rata shares of the Aggregate Revolving Loan
Commitment. If application to the Revolving Loans of any prepayment required
under this Section reduces the Revolving Loans (and consequently the Aggregate
Revolving Loan) to zero, then 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. REIMBURSEMENT OBLIGATIONS OF BORROWER. Borrower hereby unconditionally
agrees to pay immediately to the Letter of Credit Issuer on demand at the
Letter of Credit Issuer's Applicable Lending Office all amounts required to
pay all drafts drawn under Letters of Credit issued for the account of
Borrower and all reasonable expenses incurred by Letter of Credit Issuer in
connection with such Letters of Credit and in any event and without demand
to remit to Letter of Credit Issuer (which may be through obtaining
Advances if permitted under this Agreement) sufficient funds to pay all
debts and liabilities arising under any Letter of Credit issued for the
account of such Borrower. Letter of Credit Issuer, if it is not also the
Administrative Agent, shall simultaneously send to Administrative Agent
copies of all notices, demands and correspondence sent by Letter of Credit
Issuer to Borrower relating to Letters of Credit.

6.5. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.

6.5.1. 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.

6.5.2. 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).

6.5.3. 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 6.5.2 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.

6.6. 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.

6.7. 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.

6.8. 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,
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 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.

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

7.3.1.1. 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).

7.3.1.2. 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 4.4 with respect to GECDF 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 7.5.

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

7.3.2.1. PAYMENT OF LOAN OBLIGATIONS. Administrative Agent shall
have the right to make Revolving 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, 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.

7.3.2.2. 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.

7.4. FUNDINGS.

7.4.1. ADVANCES. Not later than 1:00 p.m. (Local Time) on each Advance
Date for a Floorplan Loan Advance, and/or a Revolving Loan Advance,
Administrative Agent shall promptly notify each Lender of the amount
of the Floorplan Loan Advance or the Revolving 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, or Revolving 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.

7.4.2. DRAWS ON LETTERS OF CREDIT. If a draw is made on a Letter of
Credit and Borrower does not reimburse the amount of such draw in full
to Letter of Credit Issuer immediately on demand, Letter of Credit
Issuer shall promptly notify Administrative Agent (if Administrative
Agent and the Letter of Credit Issuer are not the same Person) of such
failure. Upon Administrative Agent's receipt of such notice from
Letter of Credit Issuer, Administrative Agent may notify each Lender
thereof and shall have the right to cause a Revolving Loan Advance to
be made, regardless whether such Revolving Loan Advance would result
in the Aggregate Revolving Loan exceeding the Maximum Available Amount
or regardless as to whether an Event of Default exists, by notifying
each Lender of the draw, the amount of the Revolving Loan Advance
required to fund reimbursement of such draw, and the amount of such
Lender's ratable share of such Revolving Loan Advance. The Advance
Date and time for such Revolving Loan Advance shall not be later than
3:00 p.m. (Local Time) on the first Business Day following
Administrative Agent's delivery of such notice to Lenders. By no later
than such Advance Date and time, each Lender shall make immediately
available to Administrative Agent funds consisting solely of Dollars
in the amount of its pro-rata share of such Revolving Loan Advance,
rounded to the nearest xxxxx, in accordance with such remittance
instructions as may be given by Administrative Agent to each Lender
from time to time.

7.4.3. 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 plus such Lender's pro-rata share of
the Letter of Credit Exposure that would result in such Lender's
Revolving Loan exceeding its Revolving 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.

7.5. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTION.

7.5.1. 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), 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.

7.5.2. 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, 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 (v) such remittances by Lenders may be made after
the Revolving Loan Maturity Date or the Floorplan 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 sum of the Revolving Loan of such Lender plus such Lender's
pro-rata share of the Letter of Credit Exposure exceeding such
Lender's Revolving Loan

Commitment, or the Floorplan Loan of such Lender exceeding such
Lender's Floorplan Loan Facility.

7.5.3. 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).

7.6. LETTERS OF CREDIT. Borrower may request the issuance of a Letter of
Credit by submitting an issuance request to Letter of Credit Issuer and
also Administrative Agent (if Administrative Agent and the Letter of Credit
Issuer are not the same Person) and executing the reimbursement agreement
required under Section 7.11 no less than five Business Days prior to the
requested issue date for such Letter of Credit.

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. Advances will only be made for the
purposes permitted in Section 13.1.

7.9. EACH ADVANCE REQUEST AND REQUEST FOR LETTER OF CREDIT A CERTIFICATION.
Each submittal of a request for an Advance and each submittal of a request
for the issuance of a Letter of Credit 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, and Revolving 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 and Revolving 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. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST. Only a written
request (which may be mailed, personally delivered or telecopied as
provided in this Agreement) from a Borrowing Officer to Letter of Credit
Issuer and Administrative Agent (if Administrative Agent and the Letter of
Credit Issuer are not the same Person) or an electronic initiation over an
online service provided by Letter of Credit Issuer (with a written copy to
Administrative Agent if Administrative Agent and the Letter of Credit
Issuer are not the same Person) that specifies the amount, requested issue
date (which shall be a Business Day and in no event later than thirty days
before the effective date of termination of the Aggregate Revolving Loan
Commitment) and beneficiary of the requested Letter of Credit and other
information necessary for its issuance shall be treated as a request for
issuance of a Letter of Credit together with such Letter of Credit
applications and reimbursement agreements as the Letter of Credit Issuer
may reasonably request.

7.12. 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 Sections
7.10, 7.10, and 7.11 as a request for an Advance or as a request for the
issuance of a Letter of Credit, as applicable, Letter of Credit Issuer and
Administrative Agent (if Administrative Agent and the Letter of Credit
Issuer are not the same Person), as the case may be, 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 or the issuance of a Letter of Credit, as applicable, the
Letter of Credit Issuer or Administrative Agent (if Administrative Agent
and the Letter of Credit Issuer are not the same Person) 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 (whether
pursuant to a lease, bailment or otherwise) 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/or warehousemen's letters 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 (each being a , "Security Agreement").

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, the
expiration or termination of all Letters of Credit and reduction of the Letter
of Credit Exposure to zero, the Commitments are terminated, and the
Administrative Agent and the Lenders have no other commitment to extend credit
or make advances to or for the account of Borrower:

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, 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, there are no Letters of Credit
outstanding and the Letter of Credit Exposure is irreversibly zero, the
termination of the Commitments, and the Administrative Agent and the Lenders
have no other commitment to extend credit or make advances to or for the account
of Borrower.

10. CONDITIONS OF LENDING.

10.1. CONDITIONS TO ADVANCE. Lenders will have no obligation to fund the
initial Revolving Loan Advance, or the initial Floorplan Loan Advance or
any subsequent Revolving 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, 2004 (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 April
5, 2005, 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, 2004, 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 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.

10.3. CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT. As conditions precedent
to the issuance of any Letter of Credit:

10.3.1. LETTER OF CREDIT APPLICATION/REIMBURSEMENT AGREEMENT. Borrower
shall have executed and delivered to Letter of Credit Issuer a letter
of credit application/reimbursement agreement satisfactory to Letter
of Credit Issuer and Administrative Agent (if Administrative and the
Letter of Credit Issuer are not the same Person) under which Borrower
further evidences its obligation to reimburse to Letter of Credit
Issuer on demand the amount of each draw on such Letter of Credit as
provided in Section 6.4, together with interest from the date of the
draw at the rate provided in Section 4.2 and (without duplication) all
reasonable expenses incurred by Letter of Credit Issuer in connection
with such Letter of Credit.

10.3.2. NO PROHIBITIONS. No order, judgment or decree of any
Governmental Authority shall exist which purports by its terms to
enjoin or restrain Letter of Credit Issuer, Administrative Agent, or
any other Lender from issuing such Letter of Credit, and no Law or
request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over Letter of Credit Issuer,
Administrative Agent, or any other Lender shall exist which prohibits,
or requests that Letter of Credit Issuer, Administrative Agent, or any
other Lender refrain from, the issuance of letters of credit generally
or such Letter of Credit in particular, or imposes upon Letter of
Credit Issuer, Administrative Agent, or any other Lender with respect
to such Letter of Credit any restriction or reserve or capital
requirement (for which Letter of Credit Issuer or any other Lender is
not otherwise compensable by Borrower hereunder).

10.3.3. REPRESENTATIONS AND WARRANTIES. The Representations and
Warranties are then true and correct, and as of the time of the
issuance of such Letter of Credit will be true and correct.

10.3.4. NO MATERIAL PROCEEDINGS. No Material Proceedings are pending
or, to the best knowledge of Borrower, threatened, against Borrower or
any Covered Person.

10.3.5. NO DEFAULT. No Event of Default and no Default has occurred
and is continuing or Event of Default is reasonably likely to occur as
a result of such Letter of Credit being issued or a draw thereon being
made or paid.

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

11. REPRESENTATIONS AND WARRANTIES. Except as otherwise described in the
Disclosure Schedule attached hereto as Exhibit 11, Borrower represents and
warrants to Administrative Agent, Lenders and the Letter of Credit Issuer, 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, as updated from time
to time as permitted herein.

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, 1998, 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 Covered Person'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; provided, however,
Borrower shall update the Disclosure Schedule with respect to a new
Subsidiary created in connection with a Permitted Acquisition or a
Subsidiary created incident to the reorganization of a Subsidiary acquired
in connection with a Permitted Acquisition or any other newly-created

Subsidiary (in each case, without the necessity of obtaining Required
Lender consent but with obtaining the prior written consent of the
Administrative Agent) and Borrower shall comply with the terms of Section
14.20 hereof); 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,
2005, 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 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; SUBORDINATED
INDEBTEDNESS. There is no breach or default with respect to the Other
Creditor Indebtedness, and

the Other Creditor Indebtedness has 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. 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 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 13.23.

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 section 11.32.2 of the Disclosure Schedule; (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; provided, however, Borrower shall update
the Disclosure Schedule with respect to a new Subsidiary created in
connection with a Permitted Acquisition or a Subsidiary created incident to
the reorganization of a Subsidiary acquired in connection with a Permitted
Acquisition or any other newly-created Subsidiary (in each case, without
the necessity of obtaining Required Lender consent but with obtaining the
prior written consent of the Administrative Agent) and Borrower shall
comply with the terms of Section 14.20 hereof.

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, as well as such other bank accounts used solely for employee
benefit purposes which such accounts may be opened by Borrower from time to
time.

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.

11.48. NO IMPROPER PAYMENT OR INFLUENCE. Neither Borrower nor any other
Covered Person has directly or indirectly paid or delivered any fee,
commission or other money or property, or engaged in any lobbying,
influencing or other behavior, however characterized, to any agent,
government official, regulatory body, governmental agency or other Person,
in the United States or any other country, related to the business or
operations of the Borrower or any other Covered Person, that the Borrower
and each other Covered Person knows or has reason to believe to have been
illegal under any federal, state, or local law of the United States or any
other country having jurisdiction, or to have been for the purpose of, and
to have had the effect of, inducing or encouraging the breach by the
recipient thereof of any legal duties, whether as an employee or otherwise
to another Person.

11.49. FOREIGN ENEMIES AND REGULATIONS. The use of the proceeds of the
Loans as contemplated by this Agreement will not violate (A) any
regulations promulgated or administered by the Office of Foreign Assets
Control, United States Department of the Treasury, including without
limitation, the Foreign Assets Control Regulations, the Transaction Control
Regulations, the Cuban Assets Control Regulations, the Foreign Funds
Control Regulations, the Iranian Assets Control Regulations, the Nicaraguan
Trade Control Regulations, the South African Transaction Regulations, the
Iranian Transactions Regulations, the Iraqi Sanctions Regulations, the
Soviet Gold Coin Regulations, the Panamanian Transaction Regulations or the
Libyan Sanctions Regulations of the United States Treasury Department, 31
C.F.R., Subtitle B, Chapter V, as amended, (B) the Trading with the Enemy
Act, as amended, (C) Executive Orders 8389, 9095, 9193, 12543 (Libya),
12544 (Libya), 12722 or 12724 (Iraq), 12775 or 12779 (Haiti), or 12959
(Iran), as amended, of the President of the United States or (D) any rule,
regulation or executive order issued or promulgated pursuant to the laws or
regulations described in the foregoing clauses (A) -(C).

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, no Letters of Credit are outstanding and the Letter
of Credit Exposure is irreversibly zero, all of the Commitments have been
terminated, and the Administrative Agent and the Lenders have no other
commitment to extend credit or make advances to or for the account of Borrower.

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, and until no Letters of Credit are
outstanding, the Letter of Credit Exposure is irreversibly zero, all of the
Commitments have been terminated, and the Administrative Agent and the Lenders
have no other commitment to extend credit or make advances to or for the account
of Borrower 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, and the initial and subsequent Revolving Loan Advances, shall be
used 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, no Letters of Credit are outstanding and the
Letter of Credit Exposure is irreversibly zero, and the Administrative
Agent and the Lenders have no other commitment to extend credit or make
advances to or for the account of Borrower) 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.

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

13.11. MAINTENANCE OF SECURITY INTERESTS OF SECURITY DOCUMENTS.

13.11.1. 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.

13.11.2. 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.

13.11.3. 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.

13.12. 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:

13.12.1. 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.

13.12.2. INVENTORY RECORDS. Each Covered Person shall maintain an
Inventory system satisfactory to Administrative Agent.

13.12.3. 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.

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

13.13.1. ANNUAL FINANCIAL STATEMENTS. Within 90 days after the close
of each fiscal year of Borrower, year-end audited 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.

13.13.2. 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 13.13, 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.

13.14. 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:

13.14.1. 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 13.14.1 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 13.14.1. The Borrowing Base
Certificate shall also show the aggregate amount of Accounts and
Eligible Accounts of Xxxxxxx Select Integration Solutions, Inc.

13.14.2. 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.

13.14.3. 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.

13.14.4. 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.

13.14.5. 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.

13.14.6. 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.

13.14.7. 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.

13.14.8. 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.

13.14.9. 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.

13.14.10. 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.

13.15. 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.

13.16. 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.

13.17. 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.

13.18. 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.

13.19. 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 may undertake examinations up to one time in each fiscal quarter of
Borrower (or shall take such action one time in each fiscal quarter of
Borrower if so directed by the Required Lenders in writing), but, unless
the Required Lenders otherwise direct the Administrative Agent in writing,
and although Administrative Agent and Lenders reserve the right to perform
one examination in each fiscal quarter of Borrower at any time,
Administrative Agent may, in its discretion, perform such action only twice
in each fiscal year of Borrower if Administrative Agent is reasonably
satisfied that no issues of non-compliance have arisen in its last two most
recently completed examinations 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 with any such examinations performed during an Existing
Default.

13.20. 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.

13.21. 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.

13.22. 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.

13.23. 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.

13.24. 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.

13.25. 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.

13.26. 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, until no Letters of Credit are outstanding, the
Letter of Credit Exposure is irreversibly zero, all of the Commitments have been
terminated, and the Administrative Agent and the Lenders have no other
commitment to extend credit or make advances to or for the account of Borrower,
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 which Administrative Agent has a first priority
perfected Security Interest 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 (or such lesser amount if
approved in writing by Administrative Agent).

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.

14.1.7. Investments by Pomeroy IT Solutions, Inc., Pomeroy IT
Solutions Sales Company, Inc., or Xxxxxxx Computer Resources
Operations, LLP made under that certain Residual Investment
Participation Addendum to the Exclusive Vendor Agreement executed in
connection with that certain Asset Purchase Agreement among PCR
Properties, LLC, PCR Holdings, Inc., Xxxxxxx IT Solutions, Inc., and
Information Leasing Corporation dated as of February 27, 2002,
provided the aggregate dollar amount of such Investments does not
exceed Three Million Dollars ($3,000,000).

14.1.8. If there is no Existing Default, and no Default or Event of
Default is reasonably likely to occur from the making of an
Investment, Investments not otherwise

permitted by this Section 14.1 of up to Three Million Dollars
($3,000,000) in the aggregate amount outstanding at any one time.

14.1.9. Investments held in overnight Investment accounts which such
accounts are at a Lender or an Affiliate of a Lender, provided, during
an Existing Default, no such overnight Investment accounts shall be
allowed.

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 provided that (i) complete and accurate records of such
Indebtedness are maintained by each such Borrower, (ii) such
Indebtedness, if it is in excess of $5,000,000 in the aggregate in any
given case, at the option of the Administrative Agent, 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, and (iii) if at any
time such Indebtedness is evidenced by a promissory note, it shall be
immediately collaterally assigned and pledged to the Administrative
Agent for the benefit of the Lenders.

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. 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.

14.2.8. Indebtedness constituting deferred compensation or retirement
benefits 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.

14.2.9. Indebtedness listed on section 11.20 of the Disclosure
Schedule and any earn-outs associated therewith.

14.2.10. Any Preferred Capital Stock to the extent treated as
Indebtedness under GAAP, if such Preferred Capital Stock is
subordinated to the Loan Documents and otherwise issued on terms and
conditions reasonably satisfactory to the Administrative Agent.

14.2.11. If there is no Existing Default, and no Default or Event of
Default is reasonably likely to occur from the incurrence of unsecured
Indebtedness, the incurrence of unsecured Indebtedness not otherwise
permitted by this Section 14.2 of up to Three Million Dollars
($3,000,000) in the aggregate principal amount outstanding at any
time.

14.3. PAYMENTS ON OTHER CREDITOR INDEBTEDNESS; SUBORDINATED INDEBTEDNESS.
Make any nonscheduled prepayment of principal or interest on any Other
Credit Indebtedness 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 (i) Indirect Obligations existing on the
Execution Date and disclosed on section 11.21 of the Disclosure Schedule,
and (ii) Indirect Obligations of a Borrower (other than PCR Holdings, Inc.)
with respect to Permitted Indebtedness of another Borrower (other than PCR
Holdings, Inc.), including, without limitation, any such Indebtedness
incurred in connection with a Permitted Acquisition or in connection with
the Obligations of another Borrower (other than PCR Holdings, Inc.)
incurred in such Borrower's (other than PCR Holdings, Inc.) ordinary course
of business consistent with past practices.

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 Loan Obligations in favor of
Administrative Agent for the benefit of Lenders.

14.6.8. 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), or all or substantially all of the
information technology assets or help desk assets 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 or if the Borrower is not the
Surviving Company, the Administrative Agent shall have at the time of such
merger a first priority Security Interest on the assets of such 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, provided, however, the ARC Acquisition shall be excluded
from the limitations in this clause (vi) and the ARC Acquisition shall not
be counted towards the limitations in this clause (vi), (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), and

their respective Subsidiaries, 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, and their respective
Subsidiaries 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) except with respect to help desk assets or
information technology assets with an aggregate value of less than
$1,000,000 per each acquisition in the aggregate, 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 will be great enough to
allow a Revolving 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. LEASES; BAILMENTS; CONSIGNMENTS; WAREHOUSING. Store any Inventory
with a value in excess of $500,000 for each location that is at any time
(i) in the possession or control of a warehouseman, bailee, consignee
including pursuant to an express or implied agreement establishing a
bailment or consignment, or similar arrangement, (ii) at any of Borrower's
agents or processors (not including any Person to whom Inventory is leased
or rented in the ordinary course of such Covered Person's business), or
(iii) at any location or premises that are not owned by Borrower, unless,
in each case, Administrative Agent has received written waivers or
consents, in form and substance satisfactory to Administrative Agent, which
such written waivers or consents shall include, without limitation, a
waiver of all present and future Security Interests to which the owner,
xxxxxx, or lessor or any mortgagee of such premises may be entitled to
assert against the Collateral.

14.9. DISPOSAL OF PROPERTY. Sell, transfer, exchange, or otherwise dispose
of any of its assets. Notwithstanding the foregoing (i) any Borrower may
transfer any assets or equity interest or assign any Permitted Indebtedness
to any other Borrower (other than to PCR Holdings, Inc.) that it acquires
or assumes, as the case may be, in a Permitted Acquisition, and (ii) 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 obsolete 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 except:

14.10.1. If there is no Existing Default and no Default or Event of
Default is reasonably likely to occur, up to $5,000,000 in the
aggregate per calendar year in one or more series of transactions
(excluding any redemption of Preferred Capital Stock, which is covered
exclusively in Section 14.10.2).

14.10.2. If there is no Existing Default and no Default or Event of
Default is reasonably likely to occur, the redemption of Preferred
Capital Stock in one or more series of transactions, up to the lesser
of (A) Ten Million Dollars ($10,000,000) in the aggregate during the
term of this Agreement, and (B) the Dollar amount of all outstanding
Preferred Capital Stock.

14.11. CHANGE OF CONTROL. In the case of Xxxxxxx IT Solutions, 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 IT Solutions, Inc.'s then outstanding securities having
the power to vote or 50% or more of Xxxxxxx IT Solutions, Inc.'s then
outstanding capital stock, or to acquire the power to elect a majority of
the Board of Directors of Xxxxxxx IT Solutions, Inc. In the case of any
Covered Person other than Xxxxxxx IT Solutions, Inc., merge or consolidate
with or into another Person, provided, however, that a Covered Person may
merge into or with a Borrower if (i) such Borrower is the surviving entity
(except no Covered Person may merge with or into PCR Holdings, Inc.) and
(ii) simultaneously with such merger or consolidation, Administrative Agent
has a first priority Security Interest on all of such entity's assets
(except for Permitted Security Interests on any such assets); or in the
case of any Covered Person other than Xxxxxxx IT Solutions, Inc., 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.

14.12. CAPITAL STRUCTURE; EQUITY SECURITIES. (i) Except as permitted by
clause(iii) of this Section 14.12 hereof, make any change in the capital
structure of any Covered Person; (ii) 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 (iii) 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 and issued on
terms and conditions satisfactory to Administrative Agent.

14.13. 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).

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

14.15. 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, 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).

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

14.17. 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.

14.18. 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.

14.19. 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.

14.20. NEW SUBSIDIARIES. Organize, create or acquire any Subsidiary unless
Borrower has obtained the prior written consent of Administrative Agent
thereto (which consent shall not be unreasonably withheld) and within five
Business Days (unless Administrative Agent consents, in its sole discretion
to a longer period of time up to but not exceeding thirty days) following
the organization, creation or acquisition of such Subsidiary, the
applicable Covered Person and such Subsidiary executes and delivers to
Administrative Agent for the benefit of Lenders the following additional
documents: all Charter Documents of such new Subsidiary, an unlimited
Guaranty of the Loan Obligations by such Subsidiary or a joinder agreement
to this Agreement and the Loan Documents, 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.

14.21. FISCAL YEAR. Change its fiscal year.

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

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

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

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

14.26. 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.

14.27. 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.

14.28. 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.

"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, (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. Notwithstanding (v)
immediately above, the calculation of Fixed Charges shall exclude for the
trailing four fiscal quarters effected thereby, an aggregate of Ten Million
Dollars ($10,000,000) of cash dividends declared and paid by Xxxxxxx IT
Solutions, Inc. (formerly known as

Xxxxxxx Computer Resources, Inc.) on its common stock on or after July 21, 2003
but on or before June 25, 2004 if such dividends are permitted to be declared
and paid under the terms of this Agreement and the other Loan Documents.

"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, including,
without limitation, all Investments permitted by Section 14.1.8; 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.

"Net Loss" means, for any period of calculation, "net loss" 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) but excluding the principal outstanding under
the Aggregate Floorplan Loan Facility and, without duplication, the Interim
Floorplan Loan Facility, (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, and (iv) the maximum
amount payable under any guaranty executed by a Borrower.

"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 of 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)
beginning with the fiscal quarter in which the Effective Date occurs, as of
the last day of such fiscal quarter, not less than Seventy Five Million
Dollars ($75,000,000), 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). In addition, the following
shall be added to the calculation of Tangible Net Worth: (A) the tax
effected impact of restructuring charges as outlined in Emerging Issues
Task Force (EITF) pronouncement #'s 94-3 and 95-3, and (B) other
extraordinary items as defined in APB Opinion #'s 9 and 30 up to, for the
amounts described in clauses (A) and (B), of Ten Million Dollars
($10,000,000) in the aggregate during the term of this Agreement.

15.3. MAXIMUM NET LOSS AFTER TAX. Each Borrower covenants that its Net Loss
after tax for the two fiscal quarter period then ended, as set forth in its
income statement for the most recent fiscal quarter end, plus (A) the tax
effected impact of restructuring charges as outlined in Emerging Issues
Task Force (EITF) pronouncement #'s 94-3 and 95-3, and (B) other
extraordinary items as defined in APB Opinion #'s 9 and 30 up to, for the
amounts described in clauses (A) and (B), of Ten Million Dollars
($10,000,000) in the aggregate during the term of this Agreement,
calculated as of the last day of each fiscal quarter, shall be no greater
than four percent (4.0%) of Tangible Net Worth for the fiscal quarter then
ended.

15.4. MINIMUM FIXED CHARGE COVERAGE. Each Borrower covenants that the ratio
of Borrower's EBITDA calculated as of the day of each fiscal quarter for
the four fiscal quarter then ended, to Fixed Charges, calculated as of the
last day of each fiscal quarter for the four fiscal quarter period then
ended, shall be no less than 1.750:1.00 for any fiscal quarter ending after
the Effective Date.

15.5. MAXIMUM TOTAL FUNDED INDEBTEDNESS TO EBITDA. Each Borrower covenants
that the ratio of Total Funded Indebtedness as of the last day of any
fiscal quarter, to EBITDA, calculated as of the last day of each fiscal
quarter for the four fiscal quarter period then ended, shall be no more
than 2.75:1.00 for any fiscal quarter ending after the Effective Date.

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 (i) any interest accrued on any of the Loans when due, or (ii) any
principal of the Loans when due; provided, however, it shall not be an
Event of Default with respect to the payment of any principal or
interest on any Floorplan Loan or Interim Floorplan Loan until the

occurrence of a Floorplan Payment Default. "Floorplan Payment Default"
means any failure by Borrower to make any payment, under a Statement
of Transaction by the tenth (10th) day following the last day of the
no interest period set forth in a Statement of Transaction. "Floorplan
Payment Default" shall not mean or include, and shall exclude, any
deductions, offsets or other disputes made or asserted by Borrower
which are accepted by or under good faith negotiation with
Administrative Agent.

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 13.19 and Section 13.21) 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 13.19
and Section 13.21 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 13.13, Section 13.14, Section 13.17,
Section 13.19, Section 13.20, Section 13.21, Section 13.22, and
Section 13.23) 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.; SUBORDINATED INDEBTEDNESS. The
occurrence of (a) any breach, default or event of default with respect
to any of the Other Creditor Indebtedness 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 and no further advances shall be made without the consent of
the Required Lenders. 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 GECDF 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 of Borrower
to Administrative Agent, each Lender, and Letter of Credit Issuer,
including the Loan Obligations, are the joint and several obligations
of Borrower, and Administrative Agent, any Lender, and the Letter of
Credit Issuer, may proceed directly against any Borrower, or all
Borrowers, or any Guarantor, or any Collateral, or all of the
foregoing, or any one of the foregoing or any combination of the
foregoing, without first proceeding against Borrower or any
Collateral, 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 Obligations arising
under the Loan Documents. Such joint and several liability shall apply
to 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 below against the other Borrower or
Borrowers; provided that such Borrower shall not exercise its right of
contribution until all of the Loan Obligations are fully and
indefeasibly paid in full in cash and satisfied, no Letters of Credit
are outstanding and the Letter of Credit Exposure is zero and the
Commitments are terminated and Administrative Agent and the Lenders
have no further obligation to extend credit to or for the account of
any Borrower; provided, however, that Administrative Agent is hereby
granted, for the benefit of the Lenders, a Security Interest in such
right of contribution and may enforce such right during an Existing
Default. It is the intent of Borrower, Administrative Agent, the
Lenders, and the Letter of Credit Issuer that Borrower's maximum
obligation to repay the Loan Obligations hereunder and under the other
Loan Documents (the "Loan Obligation Limit") shall not exceed the
greater of (i) the amount actually borrowed or received directly or
indirectly by such Borrower with respect thereto and (ii) the amount
which is $1.00 less than the amount which, if recorded by such
Borrower as a liability, would render such Borrower not Solvent. To
the extent that any Borrower makes a payment on any of the Loan
Obligations (a "Loan Obligation Payment"), such Borrower (the
"Entitled Borrower") is entitled to contribution and indemnification
from, and reimbursement by, each other Borrower (a "Contributing
Borrower") in the amount of the Contribution Obligation of such
Contributing Borrower hereunder. The "Contribution Obligation" of a
Contributing Borrower with respect to the Loan Obligation Payment of
an Entitled Borrower is an amount equal to the greater of (1) the
lesser of (x) such Contributing Borrower's Loan Obligation Limit at
the time the Loan Obligation Payment is made and (y) such Contributing
Borrower's Allocable Share of the Loan Obligation Payment, and (2) the
amount of all proceeds from the Loan Obligations actually received by
such Contributing Borrower or applied by the recipient thereof
directly or indirectly for the benefit of such Contributing Borrower,
less the sum of any repayments thereof and any Loan Obligation
Payments made by such Contributing Borrower prior to the time the
applicable Loan Obligation Payment is made. The "Allocable Share" of a

Contributing Borrower is a fraction, the numerator of which is such
Contributing Borrower's Loan Obligation Limit at the time the
applicable Loan Obligation Payment is made and the denominator of
which is the sum of the Loan Obligation Limits of all of the
Contributing Borrowers (plus a similarly computed amount for any
Guarantor which has a similar obligation to make a contribution) as of
such time.

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. GECDF 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 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, GECDF (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. GECDF (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 GECDF (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. If Lenders reimburse Administrative Agent and
Administrative Agent subsequently receives reimbursement from Borrower,
Administrative Agent shall promptly remit to the Lenders (without interest)
their pro-rata share of such reimbursement received from Borrower. If
Administrative Agent 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 to the extent Administrative Agent has been compelled to
surrender any such payment or proceeds which have been distributed by
Administrative Agent to a Lender and Borrower has not repaid such amounts
immediately upon demand by Administrative Agent, such Lender shall be
liable to pay, and shall promptly on demand pay, to Administrative Agent
the amount of any such payments or proceeds so received by Lender and
surrendered by Administrative Agent, and shall indemnify Administrative
Agent for and hold Administrative Agent harmless from any loss with respect
to payments or proceeds received by such Lender and surrendered by
Administrative Agent. 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 4.5
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.

17.11. PROVISION REGARDING PAYMENTS. Lenders agree that the Lenders shall
be obligated to make any required purchase and or sale from another Lender
on a Settlement Date or required reimbursement to Administrative Agent
following the termination of the Lenders obligations to

make Advances under Sections 16.3.1 and 16.3.2 of this Agreement. The
parties acknowledge and agree that the provisions of this Section 17.11 are
solely for the benefit of Administrative Agent and the Lenders and not for
Borrower or any other Person.

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, 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, and Floorplan Loan Facility, and the
Letter of Credit 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 4.13.

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; provided, however, no consent of
Borrower to any assignment shall be required during an Existing
Default. 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, the Commitments have

terminated, no Letters of Credit are outstanding and the Letter of
Credit Exposure is irreversibly zero and the Administrative Agent and
the Lenders have no other commitment to extend credit or make advances
to or for the account of Borrower. 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, each Lender, the Letter of Credit Issuer, and each of their
affiliates and their respective officers, directors, employees,
attorneys, representatives, agents, and advisors (each, an
"Indemnified Party") from and against 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, exemplary 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, each of
the Lenders, and the Letter of Credit Issuer 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, any Lender, or the Letter of Credit
Issuer, howsoever arising or incurred because of. out of or in
connection with the disbursements of Revolving Loans, Swingline Loans,
Interim Floorplan Loans, or Floorplan Loans in accordance with Section
2.10; 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, the Lenders or the
Letter of Credit Issuer. 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, the Letter of Credit Issuer
or any other Indemnified Party any claim or defense Borrower has
against any third party; and (iii) indemnify and hold Administrative
Agent, any Lender, the Letter of Credit Issuer 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, any Lender, or the Letter of Credit
Issuer, except counterclaims arising in cases of Administrative
Agent's, Lender's or the Letter of Credit Issuer'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 in cash 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.

18.6.5. In exchange for, among other things, Administrative Agent's
agreement to make any payments to any Person (other than Borrower or a
Covered Person) who is a party to any blocked account, lockbox
agreement, bailee letter, landlord waiver or other similar agreement
entered into in connection herewith (including any indemnity payments
by Administrative Agent thereunder, collectively, "Third Person
Reimbursement Agreements"), Borrower hereby indemnifies, releases,
discharges and acquits forever Administrative Agent and each Lender
and any of their respective officers, directors, servants, agents,
employees and attorneys, past, present and future, from any and all
claims, demands and causes of action, of whatever nature, whether in
contract or tort, accrued or to accrue, contingent or vested, known or
unknown, running in favor of Borrower or any Covered Person arising
out of or relating to such Third Person Reimbursement Agreements,
except those arising from Administrative Agent's or any Lender's gross
negligence or willful misconduct.

18.7. LETTERS OF CREDIT. Borrower assumes all risks of the acts or
omissions of any beneficiary of any of the Letters of Credit. Neither
Letter of Credit Issuer, Administrative Agent, 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 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 the Letter of
Credit Issuer against presentation of documents which, on their face,
appear to comply with the terms of any 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
Letter of Credit Issuer would, pursuant to the Uniform Customs and
Practices for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500 (as amended from time to time), be absolved
from liability. In furtherance and not in limitation of the foregoing,
Letter of Credit Issuer 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.

18.8. 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.

18.9. 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 6.7 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.

18.10. 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.

18.11. 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.

18.12. 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.

18.13. 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.

18.14. TAX TREATMENT WAIVER. Notwithstanding any provision of this
Agreement to the contrary, any party hereto (and each employee,
representative, or other agent of each such party) may disclose to any and
all Persons, without limitation of any kind, the "tax treatment," "tax
structure," and "tax strategies" of the transactions contemplated hereby
and the other Loan Documents and all materials of any kind (including
opinions or other tax analyses) that are provided to such party relating to
any such tax treatment, tax structure, or tax strategy. This authorization
is effective immediately upon the Effective Date. The terms "tax
treatment," "tax structure," and "tax strategies" shall be ascribed the
meaning set forth in Treas. Reg. Sec.1.6011-4, and this paragraph shall be
construed so as to cause the subject transaction not to have been offered
or entered into under conditions of confidentiality as described in Treas.
Reg. Sec.1.6011-4(b)(3).

18.15. TERMINATION.

18.15.1. 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 Total Aggregate Facility Limit
as of the Effective Date. 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 60.0000% 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 3.5,
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.

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

18.15.3. 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.

18.15.4. 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, whether arising before or after
the date of this Agreement and the Loan Documents, and whether directly or
indirectly relating to: (a) this Agreement or any amendments,
modifications, restatements, waivers, and addenda hereto, or the breach,
invalidity or termination hereof; (b) any previous or subsequent agreement
between or among Administrative Agent, Lenders, Borrower and any other
Covered Person; (c) any act committed by Administrative Agent, Lenders or
by any parent company, subsidiary or affiliated company of Administrative
Agent or the Lenders (the "Lender Companies"), or by any employee, agent,
officer or director of a Lender Company whether or not arising within the
scope and course of employment or other contractual representation of the
Lender Companies provided that such act arises under a relationship,
transaction or dealing between Administrative Agent, any Lender, Borrower
and any other Covered Person; or (d) any other relationship, transaction or
dealing between or among, Administrative Agent, Lenders, Borrower and any
Covered Person (collectively, for clauses (a) through and including (d),
the "Disputes"), will be subject to and resolved by binding arbitration.

Notwithstanding the foregoing, the parties agree that either party may
pursue claims against the other that do not exceed Fifteen Thousand Dollars
($15,000) in the aggregate in a court of competent jurisdiction. Service of
arbitration claims shall be acceptable if made by U.S. mail or overnight
delivery to the address for the party described herein.

19.2. ADMINISTRATIVE BODY. All arbitration hereunder will be conducted in
accordance with the Commercial Arbitration Rules of either: (a) The
American Arbitration Association ("AAA"); or (b) United States Arbitration
& Mediation ("USA&M"). The party first filing an arbitration claim shall
designate which arbitration forum and rules are to be applied for all
Disputes between the parties. The arbitration rules are found at
xxx.xxx.xxx for AAA, and at xxx.xxxx-xxxxxxx.xxx. for USA&M. AAA claims may
be filed in any AAA office. Claims filed with USA&M shall be filed in their
Midwest office located at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xx. Xxxxx, Xxxxxxxx
00000. All arbitrator(s) selected will be attorneys with at least five (5)
years secured transactions experience. A panel of three arbitrators shall
hear all claims exceeding One Million Dollars ($1,000,000), exclusive of
interest, costs and attorneys' fees. The arbitrator(s) will decide if any
inconsistency exists between the rules of the 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 arbitrator shall follow the terms of this Agreement and the
applicable law, including the attorney-client privilege and the attorney
work product doctrine.

19.3. HEARINGS. Each party hereby consents to a documentary hearing for all
arbitration claims, by submitting the Dispute to the arbitrator(s) by
written briefs and affidavits, along with relevant documents. However,
arbitration claims will be submitted by way of an oral hearing if any party
requests an oral hearing within thirty (30) days after service of the
claim, and that party remits the appropriate amount for AAA's or USA&M's
(as applicable) fees and arbitrator compensation within ten (10) days of
the designated arbitration association's statement for payment of all fees
and arbitrator compensation relating to the oral hearing. Each party agrees
that failure to timely pay all fees and arbitrator compensation billed to
the party requesting the oral hearing will be deemed such party's consent
to submitting the Dispute to the arbitrator on documents and such party's
waiver of its request for an oral hearing. The site of all oral arbitration
hearings will be in the Division of the Federal Judicial District in which
the designated arbitration association maintains a regional office that is
closest to Borrower.

19.4. DISCOVERY. Discovery permitted in any arbitration proceeding
commenced hereunder is limited as follows. No later than forty (40) days
after the filing and service of a claim for arbitration, the parties in
contested cases 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. No later than
twenty-one (21) days prior to the oral 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; 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, requests for the production
of documents or the taking of depositions be permitted. However, if of the
designation of any expert witness(es), the following will occur: (i) all
information and documents relied upon by the expert witness(es) will be
delivered to the opposing party; (ii) the opposing party will be permitted
to depose the expert witness(es); (iii) the opposing party will be
permitted to designate rebuttal expert witness(es); and (iv) 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.

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 confirmed as a judgment or order in any state or federal
court of competent jurisdiction 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 AND PROVISIONAL REMEDIES. Nothing herein will be
construed to prevent Administrative Agent's, any Lender's, Borrower's or
any Covered Person's use of bankruptcy, receivership, injunction,
repossession, replevin, claim and delivery, sequestration, seizure,
attachment, foreclosure, or any other prejudgment or provisional action or
remedy relating to any Collateral for any current or future debt owed by
either party to the other. Any such action or remedy will not waive
Administrative Agent's, any Lender's, Borrower's or any Covered Person's
right to compel arbitration of any Dispute.

19.8. ATTORNEYS' FEES. If Administrative Agent, any Lender, Borrower or any
Covered Person brings any other action for judicial relief with respect to
any Dispute (other than those set forth in Sections 19.1 or 19.7), 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 Administrative Agent, any Lender, Borrower or any Covered
Person 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 attorneys' fees, incurred by the other party in
defending such action. Additionally, if Borrower or any Covered Person sues
Administrative Agent or any Lender or institutes any arbitration claim or
counterclaim against Administrative Agent or any Lender in which
Administrative Agent or any Lender is the prevailing party, Borrower or any
such Covered Person will pay all costs and expenses (including attorneys'
fees) incurred by Administrative Agent or any Lender in the course of
defending such action or proceeding.

19.9. LIMITATIONS. Any arbitration proceeding must be instituted: (i) with
respect to any Dispute for the collection of any debt owed by either party
to the other, before the second anniversary of the date the last payment by
or on behalf of the payor was received and applied in respect of such debt
by the payee; and (ii) with respect to any other Dispute, before the second
anniversary of 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. Notwithstanding the foregoing, this
limitations provision will be suspended temporarily, as of the date any of
the following events occur, and will not resume until the date following
the date either party is no longer subject to, (a) bankruptcy; (b)
receivership; (c) any proceeding regarding an assignment for the benefit of
creditors; or (d) any legal proceeding, civil or criminal, which prohibits
either party from foreclosing any interest it might have in the collateral
of the other party.

19.10. SURVIVAL AFTER TERMINATION. The agreement to arbitrate will survive
the termination of this Agreement.

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 NOT 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.

20.2.1. 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.

20.2.2. 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) reduce or
forgive the repayment of principal of any Advance or the reimbursement
of any draw on a Letter of Credit, (ii) extend the Revolving Loan
Maturity Date, (iii) change the definition of Required Lenders herein,
(iv) change the provisions of this Section 20.2, (v) except as
contemplated in the Agreement, release any Guarantor or any Covered
Person from its obligations under the Loan Documents, (vi) increase
the percentages in the definition of "Borrowing Base," (vii) change
any provisions of this Agreement requiring ratable distributions to
Lenders, (viii) reduce the Prime Increment or the LIBOR Increment as
set forth in Section 4.8 except in connection with the periodic
resetting of such increments as contemplated in such Section, or (ix)
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 Two Million
Five Hundred Thousand Dollars ($2,500,000) in the aggregate per
calendar year. In addition, the Dollar amount of the Revolving Loan
Commitment of any Lender may not be increased without the consent of
such Lender, the Borrower and Administrative Agent. In addition, no
change to the provisions of Section 17 that are detrimental any Lender
may be made without the consent of such Lender, the Borrower and
Administrative Agent.

20.2.3. Notwithstanding the terms of Section 20.2.2 and Sections 11.1,
11.11, 13.10.9, 14.12 and 14.13 of this Agreement, and any similar
provisions of any of the Security Documents, without the necessity of
obtaining the consent of the Required Lenders, upon the request of any
Borrower, the Administrative Agent may, in its sole discretion,
consent to the conversion of any Borrower from a corporation into a
limited liability company, limited partnership or similar entity;
provided, however, no such

conversion shall occur without the prior written consent of the
Administrative Agent and the fulfillment of any conditions on such
consent to the satisfaction of Administrative Agent. The
Administrative Agent may condition such consent on the execution of
such documents and agreements, and the making of such public filings,
as Administrative Agent deems reasonable in its sole discretion so as
to ensure Administrative Agent's first priority Security Interest in
the assets of the entity undergoing such conversion. Each Borrower
authorizes the filing by Administrative Agent of any financing
statements under the Uniform Commercial Code against any and all of
its assets regarding any such conversion.

20.2.4. Any such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the purpose for which
given. 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 to the extent such law is applicable
thereto. 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. WAIVER OF PUNITIVE AND EXEMPLARY DAMAGES. Each party to this
Agreement hereby waives any right to bring any action or claim against any
other party to this Agreement for exemplary or punitive damages arising out
of or otherwise relating to the this Agreement, Loan Documents, the
Acquisition Documents any of the transactions contemplated herein or
therein, or the actual or proposed use of the proceeds of the Loans.

20.13. 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.

20.14. 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.

20.15. 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.

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, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT
IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU
(BORROWER(S)) 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.

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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.

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
as Administrative Agent, Letter of Credit Issuer, and a Lender

By:
----------------------------------------------------
Name:
----------------------------------------------------
Title:
----------------------------------------------------

Notice Address:

GE Commercial Distribution Finance Corporation
000 Xxxxxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxxxx, Vice President of Operations
FAX # (000) 000-0000
TEL # (000) 000-0000

with a copy to

GE Commercial Distribution Finance Corporation
0000 Xxxxxxxx Xxxx.
Xxxxxxx Xxxxxxx, XX 00000
Attn.: General Counsel
FAX # (000) 000-0000
TEL # (000) 000-0000

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Signature Page 1 of 10

POMEROY IT SOLUTIONS, INC. (FORMERLY KNOWN AS, POMEROY COMPUTER RESOURCES,
INC.),

By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer

XXXXXXX SELECT INTEGRATION SOLUTIONS, INC.

By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer

XXXXXXX SELECT ADVISORY SERVICES, LLC (FORMERLY, PRIOR TO CONVERSION, XXXXXXX
SELECT ADVISORY SERVICES, INC.)

By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President, Secretary and Treasurer

POMEROY IT SOLUTIONS SALES COMPANY, INC. (FORMERLY KNOWN AS, POMEROY COMPUTER
RESOURCES SALES COMPANY, INC.)

By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Secretary

XXXXXXX COMPUTER RESOURCES HOLDING COMPANY, INC.

By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Secretary

XXXXXXX COMPUTER RESOURCES OPERATIONS, LLP

BY: POMEROY IT SOLUTIONS, INC., AUTHORIZED PARTNER

By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer

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Signature Page 2 of 10

PCR HOLDINGS, INC. (FORMERLY KNOWN AS, TECHNOLOGY INTEGRATION FINANCIAL
SERVICES, INC.)

By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President, Secretary and Treasurer

PCR PROPERTIES, LLC (FORMERLY, PRIOR TO CONVERSION, PCR PROPERTIES, INC., AND
PRIOR TO SUCH CONVERSION, FORMERLY KNOWN AS, T.I.F.S. ADVISORY SERVICES, INC.)

By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President, Secretary and Treasurer

THELINC, LLC

By:
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Secretary

VAL TECH COMPUTER SYSTEMS, INC.

By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President, Secretary and Treasurer

MICROLOGIC BUSINESS SYSTEMS OF K.C., LLC

By:
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Secretary

XXXXXXX ACQUISITION SUB, INC.

By:
----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Secretary

Notice Address for all Borrowers:

0000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Chief Financial Officer
FAX # (000) 000-0000
TEL # (000) 000-0000

Signature Page 3 of 10

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 4 of 10

FIFTH THIRD BANK (NORTHERN KENTUCKY), a Michigan banking corporation
formerly known as Fifth Third Bank, Northern Kentucky, Inc., as a Lender

By:
----------------------------------------
Name: Xxxx X. Love, Sr.
Title: Assistant Vice President

Notice Address:

Fifth Third Bank (Northern Kentucky)
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxx X. Love, Sr.
FAX # 000-000-0000
TEL # 000-000-0000

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Signature Page 5 of 10

NATIONAL CITY BANK, AS A LENDER

By:
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President

Notice Address:

National City Bank
Corporate Banking
0 Xxxxx Xxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxx
FAX # 000-000-0000
TEL # 000-000-0000

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Signature Page 6 of 10

PNC BANK, NATIONAL ASSOCIATION, AS A LENDER

By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------

Notice Address:

PNC Bank, National Association
Senior Vice President, Portfolio Manager
Xxx Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn.: Xxxxx Xxxxxxxx
FAX # 000 000-0000
TEL # 000 000-0000

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Signature Page 7 of 10

UPS CAPITAL CORPORATION, AS A LENDER

By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------

Notice Address:

UPS Capital Corporation
00 Xxxxxxxx Xxxxxxx, XX
Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
FAX # 000-000-0000
TEL # 000-000-0000

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Signature Page 8 of 10

BANK OF AMERICA, N.A., as a Lender

By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------

Notice Address:

Bank of America, N.A.
Financial Strategies Group
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn.: Xxxxxx X. Xxxxxxxxx, Xx.
FAX # 000-000-0000
TEL# 000-000-0000

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Signature Page 9 of 10

AMSOUTH BANK, as a Lender

By:
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President

Notice Address:

AmSouth Bank
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxxx
FAX # 000-000-0000
TEL # 000-000-0000

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Signature Page 10 of 10

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 excludes 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 4.7.

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

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 Floorplan Loan Facility or the Letter of Credit Facility.

AGGREGATE LOAN -- any of 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 3.2.1 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.

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.

ARC ACQUISITION -- means the acquisition by one of the Borrowers of all of the
outstanding capital stock, warrants and options therefor of Alternative
Resources Corporation, a Delaware corporation, pursuant to that certain
Agreement and Plan of Merger, dated as of May 11, 2004, as amended from time to
time, by and among Alternative Resources Corporation, a Delaware corporation,
Xxxxxxx IT Solutions, Inc., a Delaware corporation, and Xxxxxxx Acquisition Sub,
Inc, a Delaware corporation.

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 4.3.3.

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
13.14.1.

BORROWING AGENT -- is defined in Section 2.10.

BORROWING OFFICER -- each officer of the Borrowing Agent who is authorized to
submit a request for an Advance or the issuance of a Letter of Credit or take
such other action as described in Section 2.10 on behalf of each Borrower or any
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 -- is defined in Section 3.4.3.

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.

COMMITMENT -- the 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. The inclusion
of the "Interim Floorplan Loan Facility" and the "Floorplan Loan Facility" in
this defined term "Commitment" does not alter the non-committed nature of the
Interim Floorplan Loan Facility of Administrative Agent or the Floorplan Loan
Facility of a Lender, and the Interim Floorplan Loan Facility and Floorplan Loan
Facility each are, and remain, non-committed facilities.

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.

CREDIT FACILITIES AGREEMENT -- This Agreement.

DAILY CHARGE -- is defined in Section 4.3.3.

DAILY RATE -- is defined in Section 4.3.3.

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 4.12.

DEFAULTING LENDER -- is defined in Section 7.5.1.

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

DISPUTES -- is defined in Section 19.1.

DISTRIBUTION -- means and includes (i) any cash dividend or payment, (ii) any
direct or indirect acquisition or redemption of any outstanding stock or other
equity interest including, without limitation, any preferred stock or any
Preferred Capital Stock, common stock, partnership interest (of any type or
class) or membership interest (of any type or class), (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 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.

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
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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
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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 the sum of one hundred percent (100%) of the
total aggregate wholesale invoice price of all of Borrower's Inventory (other
than "service Inventory") and fifty percent (50%) of the total aggregate invoice
price of all of Borrower's "service Inventory" (or such lesser percentage as
determined by Administrative Agent pursuant to appraisals and/or exams), in each
case with respect to the foregoing, 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 3.2.1 to fund Floorplan Loan Advances.

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

FLOORPLAN PAYMENT DEFAULT -- is defined in Section 16.1.1.

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 to Borrower of a change
in the In Transit Period, the In-Transit Period shall be the two (2) 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.

FRONTING FEE -- is defined in Section 5.4.

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 4.13.2.

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.

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 3.2.2 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 PCR Holdings, Inc. which
arise from the sale of Inventory from PCR Holdings, 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 Revolving Loan Commitment, the
Swingline Loan, the Letter of Credit Exposure, the Interim Floorplan Loan, the
Aggregate Floorplan Loan Facility and the amount of all unfunded Approvals.

LETTER OF CREDIT -- any standby or commercial (documentary) letter of credit
issued by Letter of Credit Issuer pursuant to the Letter of Credit Facility.

LETTER OF CREDIT FACILITY -- the discretionary agreement of the Letter of Credit
Issuer to issue Letters of Credit as provided in Section 3.4.

LETTER OF Credit EXPOSURE -- the undrawn amount of all outstanding letters of
credit issued under the Letter of Credit Facility plus all amounts drawn on such
letters of credit and not yet reimbursed by Borrower.

LETTER OF CREDIT FEE -- the fee payable to Administrative Agent and Lenders as
required in Section 5.3.

LETTER OF CREDIT ISSUER - Administrative Agent or any Person who Administrative
Agent arranges to issue Letters of Credit pursuant to Section 3.4.

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

LIBOR INCREMENT -- is defined in Section 4.8.

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

LIBOR RATE -- is defined in Section 4.7.

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 Letter of Credit
Issuer, 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 Letter of Credit
Issuer, Administrative Agent (including, without limitation, the Obligations to
Administrative Agent) or Lenders under this Agreement and the other Loan
Documents, and all other agreements, certificates, documents, instruments and
other writings executed in connection therewith, whether as principal, interest,
fees (including, without limitation, the Termination Fee), or otherwise,
including without limitation, the amount of all unfunded Approvals, any amounts
set forth in Section 4.14, any payments by Administrative Agent or Lenders under
any Third Person Reimbursement Agreement, any reimbursement agreement between
Borrower and the Letter of Credit Issuer (or its Affiliates in connection with
the issuance of any type of Letter of Credit), and all reimbursement obligations
of Borrower to Letter of Credit Issuer, Administrative Agent or Lenders with
respect to the Letter of Credit Exposure and any fees related thereto
(including,

without limitation, the Letter of Credit Fee), and all other Obligations and
liabilities of Borrower to Administrative Agent or Lenders under this Agreement
and the other 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 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, 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 -- 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,
Commercial 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.

PREFERRED CAPITAL STOCK -- means any preferred capital stock or any convertible
preferred capital stock, which is subordinated to the Loan Obligations on terms
satisfactory to the Administrative Agent and issued on terms satisfactory to
Administrative Agent.

PRIME INCREMENT -- is defined in Section 4.8.

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 XX Xxxxxx Chase Bank, N.A. (or any
successor thereof or any other financial institution selected by Administrative
Agent ) 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.

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.

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 purchase 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.

SETTLEMENT DATE -- is defined in Section 6.1.2.1.

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.

STATE - any state of the United States.

STATEMENT OF TRANSACTION -- is defined in Section 4.3.2.

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 3.3.1 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.

TERMINATION FEE -- is defined in Section 18.15.

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).

Total Aggregate Facility Limit -- is defined in Section 3.6.

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 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 5.2.

VENDOR -- is defined in Section 3.2.4.

VENDOR AGREEMENT -- is defined in Section 3.2.8.

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

EXHIBIT3
--------

LENDERS' COMMITMENTS AND PRO-RATA SHARES

SUBJECT TO THE TOTAL AGGREGATE FACILITY LIMIT
---------------------------------------------

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

GE Commercial
Distribution Finance $ 50,000,000.00 $ 33,333,333.00 $22,727,273.00 30.303030%
Corporation
---------------------- --------------- --------------- -------------- -----------
Fifth Third Bank
(Northern Kentucky) 30,000,000.00 20,000,000.00 13,636,364.00 18.181818%
---------------------- --------------- --------------- -------------- -----------
National City Bank
25,000,000.00 16,666,667.00 11,363,636.00 15.151515%
---------------------- --------------- --------------- -------------- -----------
PNC Bank, N.A.
25,000,000.00 16,666,667.00 11,363,636.00 15.151515%
---------------------- --------------- --------------- -------------- -----------
UPS Capital
Corporation 15,000,000.00 10,000,000.00 6,818,182.00 9.090909%
---------------------- --------------- --------------- -------------- -----------
Bank of America, N.A.
15,000,000.00 10,000,000.00 6,818,182.00 9.090909%
---------------------- --------------- --------------- -------------- -----------
AmSouth Bank
5,000,000.00 3,333,333.00 2.272,727.00 3.030303%
---------------------- --------------- --------------- -------------- -----------

AGGREGATES $165,000,000.00 $110,000,000.00 $75,000,000.00 100.000000%
---------------------- --------------- --------------- -------------- -----------

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

FORM OF REQUEST FOR REVOLVING LOAN ADVANCE

GE Commercial Distribution Finance Corporation, as Administrative Agent
000 Xxxxxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxxxxxx, Operations Manager

Re: Amended and Restated Credit Facilities Agreement effective June __,
2004, among Xxxxxxx IT Solutions, Inc. (formerly known as, Pomeroy
Computer Resources, Inc.), Xxxxxxx Select Integration Solutions, Inc.,
Xxxxxxx Select Advisory Services, LLC (formerly, prior to conversion,
Xxxxxxx Select Advisory Services, Inc.), Pomeroy IT Solutions Sales
Company, Inc. (formerly known as, Pomeroy Computer Resources Sales
Company, Inc.), Xxxxxxx Computer Resources Holding Company, Inc.,
Xxxxxxx Computer Resources Operations, LLP, PCR Holdings, Inc.
(formerly known as, Technology Integration Financial Services, Inc.),
PCR Properties, LLC (formerly, prior to conversion, PCR Properties,
Inc., and prior to such conversion, formerly known as, T.I.F.S.
Advisory Services, Inc.), TheLinc, LLC, Val Tech Computer Systems,
Inc., Micrologic Business Systems of K.C., LLC, Xxxxxxx Acquisition
Sub, Inc. (collectively and separately referred to as "Borrower"), and
GE Commercial Distribution Finance 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 Xxxxxxx IT Solutions Sales
Company, Inc. and, as such is authorized to make and deliver this Advance
Request on behalf of Borrower pursuant to Section 2.10 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, nor will the Lenders' Exposure exceed
the Total Aggregate Facility Limit.

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

Executed this ____ day of _______________, _____.

Xxxxxxx IT Solutions Sales Company, Inc., on
behalf of itself and the other Borrowers

By its
--------------------------------------
---------------------------------------------
Typed Name:
---------------------------------

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

DOCUMENTS AND REQUIREMENTS LIST

TO BE INSERTED

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

DISCLOSURE SCHEDULE OF BORROWER

EXHIBIT 13.13
-------------

FORM OF COMPLIANCE CERTIFICATE

TO: GE Commercial Distribution Finance Corporation, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Amended and
Restated Credit Facilities Agreement effective June __, 2004 (as the same may be
amended, modified, restated or replaced from time to time, the "Credit
Agreement"), among Xxxxxxx IT Solutions, Inc. (formerly known as, Pomeroy
Computer Resources, Inc.), Xxxxxxx Select Integration Solutions, Inc., Xxxxxxx
Select Advisory Services, LLC (formerly, prior to conversion, Xxxxxxx Select
Advisory Services, Inc.), Pomeroy IT Solutions Sales Company, Inc. (formerly
known as, Pomeroy Computer Resources Sales Company, Inc.), Xxxxxxx Computer
Resources Holding Company, Inc., Xxxxxxx Computer Resources Operations, LLP, PCR
Holdings, Inc. (formerly known as, Technology Integration Financial Services,
Inc.), PCR Properties, LLC (formerly, prior to conversion, PCR Properties, Inc.,
and prior to such conversion, formerly known as, T.I.F.S. Advisory Services,
Inc.), TheLinc, LLC, Val Tech Computer Systems, Inc., Micrologic Business
Systems of K.C., LLC, and Xxxxxxx Acquisition Sub, Inc. (collectively and
separately referred to as, "Borrower"), GE Commercial Distribution Finance
Corporation ("GECDF"), as Administrative Agent, and GECDF 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 Xxxxxxx IT Solutions Sales Company, Inc.

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 IT Solutions 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 4.8 (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
$75,000,000; 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. Plus, the lesser of (i) $10,000,000 and (ii) the
effected impact of restructuring charges as outlined in
(A) Emerging Issues Task Force (EITF) pronouncement #'s
94-3 and 95-3, and (B) other extraordinary items as
defined in APB Opinion #'s 9 and 30 up to, for the
amounts described in clauses (A) and (B), of Ten
Million Dollars ($10,000,000) in the aggregate during
the term of this Agreement $_________

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

F. Actual Tangible Net Worth $_________

II MINIMUM FIXED CHARGE COVERAGE RATIO
---------------------------------------

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

B. (i) Interest Expense $_________
(ii) scheduled principal payments on long term
Indebtedness (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 IIA to IIB(vii) __________

D. Minimum ratio permitted by Section 15.4 1.75 to 1.00

III. MAXIMUM TOTAL FUNDED INDEBTEDNESS TO EBITDA
--ALSO TO BE USED FOR SECTION4.8
-------------------------------------

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 IIIA to IIIB(viii) __________

D. Maximum ratio permitted by Section 15.5 2.75 to 1.00

IV. MAXIMUM NET LOSS AFTER TAX

A. Net Loss after tax for two most recently ended fiscal
quarters $_________

B. If A is a loss continue the analysis, If A is a profit
stop here as there is no convenant violation.

C. The tax effected impact of restructuring charges as
outlined in Emerging Issues Task Force (EITF)
pronouncement #'s 94-3 and 95-3, and other
extraordinary items as defined in APB Opinion #'s 9 and
30 during the term of this Agreement $_________

D. The sum of Item IVA plus the lesser of Item IVC and
$10,000,000 in the aggregate during the term of this
Agreement $_________

E. Maximum amount permitted by Section 15.3 (the amount
which is 4% of TNW for the fiscal quarter then ended $_________

EXHIBIT 13.14.1
---------------

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 Amended and Restated Credit Facilities Agreement
dated as of June __, 2004 (as amended, modified, restated and/or replaced from
time to time, the "Credit Agreement") among Xxxxxxx IT Solutions, Inc. (formerly
known as, Pomeroy Computer Resources, Inc.), Xxxxxxx Select Integration
Solutions, Inc., Xxxxxxx Select Advisory Services, LLC (formerly, prior to
conversion, Xxxxxxx Select Advisory Services, Inc.), Pomeroy IT Solutions Sales
Company, Inc. (formerly known as, Pomeroy Computer Resources Sales Company,
Inc.), Xxxxxxx Computer Resources Holding Company, Inc., Xxxxxxx Computer
Resources Operations, LLP, PCR Holdings, Inc. (formerly known as, Technology
Integration Financial Services, Inc.), PCR Properties, LLC (formerly, prior to
conversion, PCR Properties, Inc., and prior to such conversion, formerly known
as, T.I.F.S. Advisory Services, Inc.), TheLinc, LLC, Val Tech Computer Systems,
Inc., Micrologic Business Systems of K.C., LLC, and Xxxxxxx Acquisition Sub,
Inc., and GE Commercial Distribution Finance Corporation ("GECDF"), as
Administrative Agent, and GECDF 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 13.13 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

Assignor's Pro Rata Share after giving effect hereto: ____%

Assignee's Pro Rata Share after giving effect hereto: ____%

Assignor's Commitment after giving effect hereto: $______

Assignee's Commitment after giving effect hereto : $______

Aggregate outstanding principal
amount of Loans assigned: $______

Principal amount of Revolving 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 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 ____________, ____

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
AS ADMINISTRATIVE AGENT

By: _________________________________________
Title:___________________________________

ONLY IF THERE IS NO EXISTING DEFAULT, THEN ALSO THE FOLLOWING SIGNATURE

XXXXXXX IT SOLUTIONS SALES COMPANY, INC.,
on behalf of itself and the other Borrowers

By: _________________________________________
Title:___________________________________

TABLE OF CONTENTS

PAGE
----

1. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Definitions; Rules of Construction; Borrowing Agent;
Reaffirmation; Patriot Act. . . . . . . . . . . . . . . . . . . . . . . .1
2.1. Listed Definitions . . . . . . . . . . . . . . . . . . . . . . .1
2.2. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
2.3. References to Borrower . . . . . . . . . . . . . . . . . . . . 1
2.4. References to Covered Person . . . . . . . . . . . . . . . . .2
2.5. References to Required Lenders . . . . . . . . . . . . . . . .2
2.6. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . .2
2.7. Meaning of Satisfactory. 2
2.8. Computation of Time Periods . . . . . . . . . . . . . . . . . 2
2.9. Joinder of Xxxxxxx Acquisition Sub, Inc . . . . . . . . . . 2
2.10. Certificates of Borrower and Borrowing Officer,
Advance Requests; Borrowing Agent . . . . . . . . . . . . . . .3
2.11. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.12. Fifth Third Bank (Northern Kentucky)Appointment as
Co-Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.13. Reaffirmation . . . . . . . . . . . . . . . . . . . . . . . . . .4
2.14. Patriot Act Notification . . . . . . . . . . . . . . . . . . . 4
2.15. ARC Acquisition . . . . . . . . . . . . . . . . . . . . . . . . 4
3. Lenders' Commitments and Facilities . . . . . . . . . . . . . . . . . .5
3.1. Revolving Loan Commitments . . . . . . . . . . . . . . . . . . 5
3.1.1. Aggregate Amount . . . . . . . . . . . . . . . . . . . . 5
3.1.2. Limitation on Revolving Loan Advances . . . . . . . . 5
3.1.3. Revolving Notes. . . . . . . . . . . . . . . . . . . . . 5
3.1.4. Borrowing Base . . . . . . . . . . . . . . . . . . . . . 6
3.1.4.4. General Reserves . . . . . . . . . . . . . . . . .6
3.1.5. Eligible Accounts . . . . . . . . . . . . . . . . . . . .6
3.2. Floorplan Loan Facility . . . . . . . . . . . . . . . . . . . .7
3.2.1. Floorplan Loan Facility Generally . . . . . . . . . . .7
3.2.2. Interim Floorplan Loan Advances . . . . . . . . . . . .8
3.2.3. Limitations on Interim Floorplan Loan Advances . . . 8
3.2.4. Operation of Floorplan Loan Facility and Interim
Floorplan Loan Facility . . . . . . . . . . . . . . . . .9
3.2.5. Floorplan Loan Approvals . . . . . . . . . . . . . . . .9
3.2.6. Inventory not Available for Floorplan Loans and
Interim Floorplan Loans . . . . . . . . . . . . . . . . .9
3.2.7. Termination of Floorplan Loan Facility and
Interim Floorplan Loan Facility . . . . . . . . . . . . 9
3.2.8. Repurchase Agreements . . . . . . . . . . . . . . . . . 10
3.3. Swingline Commitment . . . . . . . . . . . . . . . . . . . . . 10
3.3.1. Swingline Advances . . . . . . . . . . . . . . . . . . .10
3.3.2. Limitations on Swingline Advances . . . . . . . . . . 11
3.3.3. Swingline Note . . . . . . . . . . . . . . . . . . . . .11
3.4. Letter of Credit Facility . . . . . . . . . . . . . . . . . .11
3.5. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.6. Total Aggregate Facility Limit . . . . . . . . . . . . . . . 13
4. Interest; Yield Protection . . . . . . . . . . . . . . . . . . . . . . 13
4.1. Interest on the Swingline Loan . . . . . . . . . . . . . . .13

4.2. Interest on Draws on Letters of Credit . . . . . . . . . .13
4.3. Interest on the Floorplan Loan and Interim
Floorplan Loan --Administrative Agent and GECDF
as a Lender Only . . . . . . . . . . . . . . . . . . . . . . 13
4.4. Interest on Aggregate Loans--Other than Floorplan Loans . . . .15
4.5. Interest on Floorplan Loans; Administrative Agent
Deficiency Amount . . . . . . . . . . . . . . . . . . . . . . . 15
4.6. Base Rate . . . . . . . . . . . . . . . . . . . . . . . . . . .16
4.7. Adjusted LIBOR Rate . . . . . . . . . . . . . . . . . . . . . 16
4.8. Prime Increments and LIBOR Increments . . . . . . . . . . . 17
4.9. Conversion or Continuation of Loans . . . . . . . . . . . . 18
4.10. Time of Accrual . . . . . . . . . . . . . . . . . . . . . . . 18
4.11. Computation . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.12. Rate After Maturity and Rate After An Event of Default . . . . 18
4.13. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.14. Compensation for Increased Costs and Reduced Returns;
Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . .20
4.15. Limitation on Types of Loans . . . . . . . . . . . . . . . .21
4.16. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . .22
4.17. Treatment of Affected Loans . . . . . . . . . . . . . . . . .22
4.18. Usury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5. Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
5.1. Closing Fee . . . . . . . . . . . . . . . . . . . . . . . . . .23
5.2. Unused Fee . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.3. Letter of Credit Fees . . . . . . . . . . . . . . . . . . . .23
5.4. Letter of Credit Fronting Fee . . . . . . . . . . . . . . . 23
5.5. Other Letter of Credit Fees . . . . . . . . . . . . . . . . 23
5.6. Calculation of Fees . . . . . . . . . . . . . . . . . . . . . 23
6. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.1. Scheduled Payments on Loans; Applications to Loans . . . .23
6.1.1. Interest . . . . . . . . . . . . . . . . . . . . . . . . 24
6.1.1.1 . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
6.1.2. Principal . . . . . . . . . . . . . . . . . . . . . . . .24
6.1.2.3. Maturity . . . . . . . . . . . . . . . . . . . . .26
6.2. Special Requirement for Payments on Floorplan Loans
and Interim Floorplan Loans . . . . . . . . . . . . . . . . . .26
6.3. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.3.1. Voluntary Prepayments . . . . . . . . . . . . . . . . . 27
6.3.2. Mandatory Prepayments . . . . . . . . . . . . . . . . . 27
6.3.3. Other Mandatory Prepayments . . . . . . . . . . . . . .27
6.3.3.1. Proceeds from Sales of Assets . . . . . . . . 27
6.3.3.2. Proceeds from Sale of Securities or
Indebtedness . . . . . . . . . . . . . . . . . . .28
6.3.3.3. Insurance Proceeds . . . . . . . . . . . . . . . 28
6.4. Reimbursement Obligations of Borrower . . . . . . . . . . . .28
6.5. Manner of Payments and Timing of Application of Payments . . . .28
6.5.1. Payment Requirement . . . . . . . . . . . . . . . . . . 28
6.5.2. Application of Payments and Proceeds . . . . . . . . 29
6.5.3. Interest Calculation . . . . . . . . . . . . . . . . . .29
6.6. Returned Instruments . . . . . . . . . . . . . . . . . . . . . 29
6.7. Compelled Return of Payments or Proceeds . . . . . . . . . 29
6.8. Due Dates Not on Business Days . . . . . . . . . . . . . . 30
7. Procedure for Obtaining Advances . . . . . . . . . . . . . . . . . . .30
7.1. Initial Advances . . . . . . . . . . . . . . . . . . . . . . . 30

7.2. Subsequent Revolving Loan Advances . . . . . . . . . . . . . 30
7.3. Subsequent Floorplan Loan Advances . . . . . . . . . . . . . 30
7.3.1. Repayment of the Swingline Loan and the Interim
Floorplan Loan . . . . . . . . . . . . . . . . . . . . . 30
7.3.2. Administrative Agent's Right to Make Other
Certain Advances . . . . . . . . . . . . . . . . . . . . 31
7.3.2.1. Payment of Loan Obligations . . . . . . . . . .31
7.3.2.2. Payments to Other Creditors . . . . . . . . . .32
7.4. Fundings . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
7.4.1. Advances . . . . . . . . . . . . . . . . . . . . . . . . 32
7.4.2. Draws on Letters of Credit . . . . . . . . . . . . . 32
7.4.3. All Fundings Ratable. 32
7.5. Administrative Agent's Availability Assumption . . . . . . . 33
7.6. Letters of Credit . . . . . . . . . . . . . . . . . . . . . . 34
7.7. Disbursement . . . . . . . . . . . . . . . . . . . . . . . . . .34
7.8. Restrictions on Advances . . . . . . . . . . . . . . . . . . .34
7.9. Each Advance Request and Request for Letter of
Credit a Certification . . . . . . . . . . . . . . . . . . . . 34
7.10. Requirements for Every Advance Request . . . . . . . . . . .34
7.11. Requirements for Every Letter of Credit Request . . . . . 35
7.12. Exoneration of Administrative Agent and Lenders . . . . . .35
8. Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.1. Landlord Consents . . . . . . . . . . . . . . . . . . . . . . .35
8.2. Mortgagee Consent Agreements . . . . . . . . . . . . . . . . .35
8.3. Security Agreements . . . . . . . . . . . . . . . . . . . . . .36
8.4. Collateral Assignments . . . . . . . . . . . . . . . . . . . . 36
8.4.1. Blocked Account and Lockbox Assignments . . . . . . .36
8.4.2. Intellectual Property Assignments . . . . . . . . . . .36
8.4.3. Acquisition Documents Assignment . . . . . . . . . . . 36
9. Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . .36
10. Conditions of Lending . . . . . . . . . . . . . . . . . . . . . . . . .37
10.1. Conditions to Advance . . . . . . . . . . . . . . . . . . . .37
10.1.1. Listed Documents and Other Items . . . . . . . . . .37
10.1.2. Financial Condition . . . . . . . . . . . . . . . . . .37
10.1.3. Intercreditor Agreements . . . . . . . . . . . . . . . 37
10.1.4. Default . . . . . . . . . . . . . . . . . . . . . . . . 37
10.1.5. Perfection of Security Interests . . . . . . . . . . 38
10.1.6. Representations and Warranties . . . . . . . . . . . .38
10.1.7. Material Adverse Change . . . . . . . . . . . . . . . 38
10.1.8. Pending Material Proceedings . . . . . . . . . . . . .38
10.1.9. Payment of Fees . . . . . . . . . . . . . . . . . . . 38
10.1.10. Tax Returns . . . . . . . . . . . . . . . . . . . . . .38
10.1.11. Other Items . . . . . . . . . . . . . . . . . . . . . .38
10.2. Conditions to Subsequent Advances . . . . . . . . . . . . . 38
10.2.1. General Conditions . . . . . . . . . . . . . . . . . . 38
10.2.2. Representations and Warranties . . . . . . . . . . . .38
10.2.3. Approvals . . . . . . . . . . . . . . . . . . . . . . . 38
10.2.4. Default . . . . . . . . . . . . . . . . . . . . . . . . 38
10.3. Conditions to Issuance of Letters of Credit . . . . . . .38
10.3.1. Letter of Credit Application/Reimbursement
Agreement . . . . . . . . . . . . . . . . . . . . . . . 39
10.3.2. No Prohibitions . . . . . . . . . . . . . . . . . . . .39
10.3.3. Representations and Warranties . . . . . . . . . . . .39
10.3.4. No Material Proceedings . . . . . . . . . . . . . . . 39
10.3.5. No Default . . . . . . . . . . . . . . . . . . . . . . 39
10.3.6. Other Conditions . . . . . . . . . . . . . . . . . . . 39

iii

11. Representations and Warranties . . . . . . . . . . . . . . . . . . . . 39
11.1. Organization and Existence . . . . . . . . . . . . . . . . . 39
11.2. Authorization . . . . . . . . . . . . . . . . . . . . . . . . .39
11.3. Due Execution . . . . . . . . . . . . . . . . . . . . . . . . 40
11.4. Enforceability of Obligations . . . . . . . . . . . . . . . .40
11.5. Burdensome Obligations . . . . . . . . . . . . . . . . . . . .40
11.6. Legal Restraints . . . . . . . . . . . . . . . . . . . . . . .40
11.7. Labor Contracts and Disputes . . . . . . . . . . . . . . . .40
11.8. No Material Proceedings . . . . . . . . . . . . . . . . . . .40
11.9. Material Licenses . . . . . . . . . . . . . . . . . . . . . . 40
11.10. Compliance with Material Laws . . . . . . . . . . . . . . . 40
11.10.1. General Compliance with Environmental Laws . . . . 40
11.10.2. Proceedings . . . . . . . . . . . . . . . . . . . . . .40
11.10.3. Investigations Regarding Hazardous Materials . . . .41
11.10.4. Notices and Reports Regarding Hazardous
Materials . . . . . . . . . . . . . . . . . . . . . . .41
11.10.5. Hazardous Materials on Real Property . . . . . . . 41
11.10.6. Environmental Property Transfer Acts . . . . . . . .41
11.11. Other Names . . . . . . . . . . . . . . . . . . . . . . . . . 41
11.12. Prior Transactions . . . . . . . . . . . . . . . . . . . . . .41
11.13. Capitalization . . . . . . . . . . . . . . . . . . . . . . . . 41
11.14. Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
11.15. Projections . . . . . . . . . . . . . . . . . . . . . . . . . .42
11.16. Financial Statements . . . . . . . . . . . . . . . . . . . . .42
11.17. No Change in Condition . . . . . . . . . . . . . . . . . . .42
11.18. No Defaults . . . . . . . . . . . . . . . . . . . . . . . . . 42
11.19. Investments . . . . . . . . . . . . . . . . . . . . . . . . . .42
11.20. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 42
11.21. Indirect Obligations . . . . . . . . . . . . . . . . . . . . .42
11.22. Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . 42
11.23. Operating Leases . . . . . . . . . . . . . . . . . . . . . . .42
11.24. Capital Leases . . . . . . . . . . . . . . . . . . . . . . . .42
11.25. Other Creditor Indebtedness; Intercreditor
Documents; Subordinated Indebtedness . . . . . . . . . . . . .42
11.26. Tax Liabilities; Governmental Charges . . . . . . . . . . . 43
11.27. Pension Benefit Plans . . . . . . . . . . . . . . . . . . . .43
11.27.1. Prohibited Transactions . . . . . . . . . . . . . . . 43
11.27.2. Claims . . . . . . . . . . . . . . . . . . . . . . . . 43
11.27.3. Reporting and Disclosure Requirements . . . . . . . 43
11.27.4. Accumulated Funding Deficiency . . . . . . . . . . . 43
11.27.5. Multi-employer Plan . . . . . . . . . . . . . . . . . 44
11.28. Welfare Benefit Plans . . . . . . . . . . . . . . . . . . . .44
11.29. Retiree Benefits . . . . . . . . . . . . . . . . . . . . . . .44
11.30. Distributions . . . . . . . . . . . . . . . . . . . . . . . . .44
11.31. Real Property . . . . . . . . . . . . . . . . . . . . . . . . 44
11.32. State of Collateral and other Property . . . . . . . . . .44
11.32.1. Accounts . . . . . . . . . . . . . . . . . . . . . . . 44
11.32.2. Inventory . . . . . . . . . . . . . . . . . . . . . . .45
11.32.3. Equipment . . . . . . . . . . . . . . . . . . . . . . .45
11.32.4. Intellectual Property . . . . . . . . . . . . . . . . 45
11.32.5. Documents, Instruments and Chattel Paper . . . . . 46
11.33. Chief Place of Business; Locations of Collateral . . . . 46

11.34. Warranties and Representations-Inventory . . . . . . . . . . 46
11.35. No Negative Pledges . . . . . . . . . . . . . . . . . . . . .47
11.36. Security Documents . . . . . . . . . . . . . . . . . . . . . .47
11.36.1. Security Agreements . . . . . . . . . . . . . . . . . 47
11.36.2. Collateral Assignments . . . . . . . . . . . . . . . .47
11.36.2.1. Blocked Account Agreements . . . . . . . . . .47
11.36.2.2. Intellectual Property Assignments . . . . . . 47
11.36.2.3. Acquisition Documents Assignment . . . . . . .47
11.37. S Corporation . . . . . . . . . . . . . . . . . . . . . . . . 47
11.38. Subsidiaries and Affiliates . . . . . . . . . . . . . . . . .48
11.39. Bank Accounts and Lockboxes . . . . . . . . . . . . . . . . 48
11.40. Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . .48
11.41. Securities Matters . . . . . . . . . . . . . . . . . . . . . .48
11.42. Investment Company Act, Etc . . . . . . . . . . . . . . . . 48
11.43. No Material Misstatements or Omissions . . . . . . . . . . 48
11.44. Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
11.45. Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . . 49
11.46. Eligibility of Collateral . . . . . . . . . . . . . . . . . .49
11.47. Loans to Shareholders . . . . . . . . . . . . . . . . . . . .49
11.48. No Improper Payment or Influence . . . . . . . . . . . . . 49
11.49. Foreign Enemies and Regulations . . . . . . . . . . . . . . 49
12. Modification and Survival of Representations . . . . . . . . . . . . 49
13. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 50
13.1. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . .50
13.2. Corporate Existence . . . . . . . . . . . . . . . . . . . . . 50
13.3. Maintenance of Property and Leases . . . . . . . . . . . . 50
13.4. Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . .50
13.5. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .50
13.6. Payment of Taxes and Other Obligations . . . . . . . . . .51
13.7. Compliance With Laws . . . . . . . . . . . . . . . . . . . . 51
13.7.1. Environmental Laws . . . . . . . . . . . . . . . . . . 52
13.7.2. Pension Benefit Plans . . . . . . . . . . . . . . . . 52
13.8. Discovery and Clean-Up of Hazardous Material . . . . . . .52
13.8.1. In General . . . . . . . . . . . . . . . . . . . . . . 52
13.9. Termination of Pension Benefit Plan . . . . . . . . . . . .52
13.10. Notice to Administrative Agent and Lenders of Material
Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
13.11. Maintenance of Security Interests of Security
Documents . . . . . . . . . . . . . . . . . . . . . . . . . . .55
13.11.1. Preservation and Perfection of Security
Interests . . . . . . . . . . . . . . . . . . . . . . .55
13.11.2. Collateral Held by Warehouseman, Bailee, etc . . . 55
13.11.3. Compliance With Terms of Security Documents . . . 56
13.12. Accounting System . . . . . . . . . . . . . . . . . . . . . . 56
13.12.1. Account Records . . . . . . . . . . . . . . . . . . . 56
13.12.2. Inventory Records . . . . . . . . . . . . . . . . . . 56
13.12.3. Tracing of Proceeds . . . . . . . . . . . . . . . . .56
13.13. Financial Statements . . . . . . . . . . . . . . . . . . . . .56
13.13.1. Annual Financial Statements . . . . . . . . . . . . .56
13.13.2. Quarterly Financial Statements . . . . . . . . . . . 57
13.14. Other Financial Information . . . . . . . . . . . . . . . . .57
13.14.1. Borrowing Base Certificate . . . . . . . . . . . . . 57
13.14.2. Schedule of Accounts and Schedule of Inventory . . . 57
13.14.3. Report of Indebtedness . . . . . . . . . . . . . . . 58

13.14.4. Sales Report . . . . . . . . . . . . . . . . . . . . .58
13.14.5. Other Reports or Information Concerning
Accounts or Inventory . . . . . . . . . . . . . . . . .58
13.14.6. Stockholder and SEC Reports . . . . . . . . . . . . 58
13.14.7. Pension Benefit Plan Reports . . . . . . . . . . . .58
13.14.8. Tax Returns . . . . . . . . . . . . . . . . . . . . . 58
13.14.9. Locations of Inventory Report . . . . . . . . . . . 58
13.14.10. Other Information . . . . . . . . . . . . . . . . . . 58
13.15. Review of Accounts . . . . . . . . . . . . . . . . . . . . . 58
13.16. Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . .58
13.17. Annual Projections . . . . . . . . . . . . . . . . . . . . . .58
13.18. Other Information . . . . . . . . . . . . . . . . . . . . . . 59
13.19. Examinations and Site Visits by Administrative Agent . . . . 59
13.20. Verification of Accounts and Notices to Account
Debtors . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
13.21. Appraisals of Collateral . . . . . . . . . . . . . . . . . . 59
13.22. Access to Officers and Auditors . . . . . . . . . . . . . .60
13.23. Movement of Inventory . . . . . . . . . . . . . . . . . . . .60
13.24. Titled Assets . . . . . . . . . . . . . . . . . . . . . . . . 60
13.25. Acquisition Documents . . . . . . . . . . . . . . . . . . . . 60
13.26. Further Assurances . . . . . . . . . . . . . . . . . . . . . .61
14. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . .61
14.1. Investments . . . . . . . . . . . . . . . . . . . . . . . . . .61
14.2. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . 62
14.3. Payments on Other Creditor Indebtedness;
Subordinated Indebtedness . . . . . . . . . . . . . . . . . . .63
14.4. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . .63
14.5. Indirect Obligations . . . . . . . . . . . . . . . . . . . . .63
14.6. Security Interests . . . . . . . . . . . . . . . . . . . . . .63
14.7. Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . 64
14.8. Leases; Bailments; Consignments; Warehousing . . . . . . . .65
14.9. Disposal of Property . . . . . . . . . . . . . . . . . . . . 65
14.10. Distributions . . . . . . . . . . . . . . . . . . . . . . . . .66
14.11. Change of Control . . . . . . . . . . . . . . . . . . . . . .66
14.12. Capital Structure; Equity Securities . . . . . . . . . . . .66
14.13. Change of State of Formation; Change of Name . . . . . .66
14.14. Change of Business . . . . . . . . . . . . . . . . . . . . . 67
14.15. Transactions With Affiliates . . . . . . . . . . . . . . . . 67
14.16. Operating Leases . . . . . . . . . . . . . . . . . . . . . . .67
14.17. Conflicting Agreements . . . . . . . . . . . . . . . . . . . .67
14.18. Investment Banking and Finder's Fees . . . . . . . . . . . 67
14.19. Sale and Leaseback Transactions . . . . . . . . . . . . . . 67
14.20. New Subsidiaries . . . . . . . . . . . . . . . . . . . . . . .67
14.21. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . 67
14.22. Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
14.23. S Corporation Status . . . . . . . . . . . . . . . . . . . . 67
14.24. Depreciation Methodology . . . . . . . . . . . . . . . . . . .68
14.25. Tax Consolidation . . . . . . . . . . . . . . . . . . . . . . 68
14.26. Transactions Having a Material Adverse Effect
on Covered Person . . . . . . . . . . . . . . . . . . . . . . 68
14.27. Storage . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
14.28. Like-Kind Exchange . . . . . . . . . . . . . . . . . . . . . .68
15. Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . 68
15.1. Special Definitions . . . . . . . . . . . . . . . . . . . . . 68
15.2. Minimum Tangible Net Worth . . . . . . . . . . . . . . . . .70

15.3. Maximum Net Loss After Tax . . . . . . . . . . . . . . . . 70
15.4. Minimum Fixed Charge Coverage . . . . . . . . . . . . . . . 70
15.5. Maximum Total Funded Indebtedness to EBITDA . . . . . . . 70
16. Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70
16.1. Events of Default . . . . . . . . . . . . . . . . . . . . . .70
16.1.1. Failure to Pay Principal or Interest . . . . . . . 70
16.1.2. Failure to Pay Certain Other Amounts Owed to
Lenders . . . . . . . . . . . . . . . . . . . . . . . . 71
16.1.3. Failure to Pay Examination and Appraisal Costs . . . 71
16.1.4. Failure to Pay Amounts Owed to Other Persons . . . 71
16.1.5. Representations or Warranties . . . . . . . . . . . . 71
16.1.6. Certain Covenants with Cure Periods . . . . . . . . 71
16.1.7. Certain Covenants Without Cure Periods . . . . . . .71
16.1.8. Other Covenants . . . . . . . . . . . . . . . . . . . .71
16.1.9. Acceleration of Other Indebtedness . . . . . . . . . 71
16.1.10. Default Under Other Agreements . . . . . . . . . . . 72
16.1.11. Other Creditor Indebtedness.; Subordinated
Indebtedness . . . . . . . . . . . . . . . . . . . . . .72
16.1.12. Bankruptcy; Insolvency; Etc . . . . . . . . . . . . . 72
16.1.13. Judgments; Attachment; Settlement; Etc . . . . . . . 72
16.1.14. Pension Benefit Plan Termination, Etc . . . . . . . 73
16.1.15. Liquidation or Dissolution . . . . . . . . . . . . . .73
16.1.16. Seizure of Assets . . . . . . . . . . . . . . . . . . 73
16.1.17. Racketeering Proceeding . . . . . . . . . . . . . . . .73
16.1.18. Loan Documents; Security Interests . . . . . . . . . 73
16.1.19. Loss to Collateral . . . . . . . . . . . . . . . . . .74
16.1.20. Guaranty; Guarantor . . . . . . . . . . . . . . . . . .74
16.1.21. Material Adverse Change . . . . . . . . . . . . . . . 74
16.1.22. Negative Pledge . . . . . . . . . . . . . . . . . . . .74
16.2. Cross-Default . . . . . . . . . . . . . . . . . . . . . . . . .74
16.3. Rights and Remedies . . . . . . . . . . . . . . . . . . . . .74
16.3.1. Termination of Commitments . . . . . . . . . . . . . .74
16.3.2. Acceleration; Funding . . . . . . . . . . . . . . . . .74
16.3.3. Right of Set-off . . . . . . . . . . . . . . . . . . .75
16.3.4. Notice to Account Debtors . . . . . . . . . . . . . .75
16.3.5. Entry Upon Premises and Access to Information . . . 75
16.3.6. Completion of Uncompleted Inventory Items . . . . . 76
16.3.7. Borrower's Obligations . . . . . . . . . . . . . . . . 76
16.3.8. Secured Party Rights . . . . . . . . . . . . . . . . .76
16.3.9. Joint and Several . . . . . . . . . . . . . . . . . . 77
16.3.10. Miscellaneous . . . . . . . . . . . . . . . . . . . . . 78
16.4. Application of Funds . . . . . . . . . . . . . . . . . . . . 78
16.5. Limitation of Liability; Waiver . . . . . . . . . . . . . . 78
16.6. Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
17. Administrative Agent and Lenders . . . . . . . . . . . . . . . . . . .79
17.1. Appointment, Powers, and Immunities . . . . . . . . . . . . 79
17.2. Reliance by Administrative Agent . . . . . . . . . . . . . .79
17.3. Employment of Administrative Agents and Counsel . . . . . 80
17.4. Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
17.5. Rights as Lender . . . . . . . . . . . . . . . . . . . . . . 80
17.6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . .80
17.7. Notification of Lenders . . . . . . . . . . . . . . . . . . .81
17.8. Non-Reliance on Agent and Other Lenders . . . . . . . . . 81

vii

17.9. Resignation . . . . . . . . . . . . . . . . . . . . . . . . . .82
17.10. Collections and Distributions to Lenders by
Administrative Agent . . . . . . . . . . . . . . . . . . . . . 82
17.11. Provision Regarding Payments . . . . . . . . . . . . . . . . 82
18. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
18.1. Lenders' Right to Cure . . . . . . . . . . . . . . . . . . .83
18.2. Rights Not Exclusive . . . . . . . . . . . . . . . . . . . . 83
18.3. Survival of Agreements . . . . . . . . . . . . . . . . . . . 83
18.4. Assignments . . . . . . . . . . . . . . . . . . . . . . . . . .83
18.4.1. Permitted Assignments . . . . . . . . . . . . . . . . .83
18.4.2. Register; Consequences and Effect of Assignments . . . 84
18.4.3. Administrative Agent to Retain Copies of
Assignments and Acceptances . . . . . . . . . . . . . . 85
18.4.4. Notice to Borrower of Assignment . . . . . . . . . .85
18.4.5. Assignment to Federal Reserve Bank . . . . . . . . .86
18.4.6. Information . . . . . . . . . . . . . . . . . . . . . . 86
18.4.7. Sale of Participations . . . . . . . . . . . . . . . .86
18.5. Payment of Expenses . . . . . . . . . . . . . . . . . . . . .86
18.6. General Indemnity . . . . . . . . . . . . . . . . . . . . . . 86
18.7. Letters of Credit . . . . . . . . . . . . . . . . . . . . . .88
18.8. Changes in Accounting Principles . . . . . . . . . . . . . .89
18.9. Loan Records . . . . . . . . . . . . . . . . . . . . . . . . .89
18.10. Other Security and Guaranties . . . . . . . . . . . . . . . 89
18.11. Loan Obligations Payable in Dollars . . . . . . . . . . . .90
18.12. Reimbursement Obligations of Borrower . . . . . . . . . . . 90
18.13. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . .91
18.14. Tax Treatment Waiver . . . . . . . . . . . . . . . . . . . . 91
18.15. Termination . . . . . . . . . . . . . . . . . . . . . . . . . .91
18.15.1. Termination Fee . . . . . . . . . . . . . . . . . . . 91
18.15.2. Liquidated Damages . . . . . . . . . . . . . . . . . .92
18.15.3. Irrevocable; Termination of Entire Agreement . . . 92
18.15.4. Effect on Obligations . . . . . . . . . . . . . . . .92
19. Binding Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . .92
19.1. Arbitrable Claims . . . . . . . . . . . . . . . . . . . . . . 92
19.2. Administrative Body. . . . . . . . . . . . . . . . . . . . . 93
19.3. Hearings . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
19.4. Discovery . . . . . . . . . . . . . . . . . . . . . . . . . . .93
19.5. Exemplary or Punitive Damages . . . . . . . . . . . . . . . 94
19.6. Confidentiality of Awards . . . . . . . . . . . . . . . . . .94
19.7. Prejudgment and Provisional Remedies . . . . . . . . . . . .94
19.8. Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . 94
19.9. Limitations . . . . . . . . . . . . . . . . . . . . . . . . . .94
19.10. Survival After Termination . . . . . . . . . . . . . . . . . 94
19.11. Invalidity/Unenforceability of Binding Arbitration;
Jury Trial Waiver; Service of Process; Forum . . . . . . . 95
19.11.1. Jury Trial Waiver . . . . . . . . . . . . . . . . . .95
19.11.2. Choice of Forum . . . . . . . . . . . . . . . . . . .95
19.11.3. Service of Process . . . . . . . . . . . . . . . . . 95
20. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .95
20.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .96
20.2. Amendments and Modifications; Waivers and
Consents; All Lenders . . . . . . . . . . . . . . . . . . . . 96
20.3. Course of Dealing . . . . . . . . . . . . . . . . . . . . . .97

viii

20.4. Rights Cumulative . . . . . . . . . . . . . . . . . . . . . . 97
20.5. Successors and Assigns . . . . . . . . . . . . . . . . . . . 97
20.6. Severability . . . . . . . . . . . . . . . . . . . . . . . . . 97
20.7. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 97
20.8. Governing Law; No Third Party Rights . . . . . . . . . . .98
20.9. Counterpart Facsimile Execution . . . . . . . . . . . . . . .98
20.10. No Other Agreements . . . . . . . . . . . . . . . . . . . . .98
20.11. Negotiated Transaction . . . . . . . . . . . . . . . . . . . .98
20.12. Waiver of Punitive and Exemplary Damages . . . . . . . . .98
20.13. Incorporation By Reference . . . . . . . . . . . . . . . . . 98
20.14. Statutory Notice-Insurance . . . . . . . . . . . . . . . . . .98
20.15. Statutory Notice--Oral Commitments . . . . . . . . . . . . . 99

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