Exhibit 99.2







REVOLVING CREDIT LOAN

AND

SECURITY AGREEMENT

PNC BANK, NATIONAL ASSOCIATION
(AS LENDER AND AS AGENT)

WITH

CHAMPION PARTS, INC.
(BORROWER)

August 10, 2004







TABLE OF CONTENTS

(continued)

Page





I.

DEFINITIONS

1

1.1

Accounting Terms

1

1.2

General Terms

1

1.3

Uniform Commercial Code Terms

16

1.4

Certain Matters of Construction

16

II.

ADVANCES, PAYMENTS

17

2.1

Revolving Advances; Discretionary Rights

17

(a)

Revolving Advances

17

(b)

Discretionary Rights

17

2.2

Procedure for Borrowing Advances

17

2.3

Disbursement of Advance Proceeds

19

2.4

Reserved

20

2.5

Reserved

20

2.6

Repayment of Advances

20

2.7

Repayment of Excess Advances

20

2.8

Statement of Account

20

2.9

Letters of Credit

21

2.10

Issuance of Letters of Credit

21

2.11

Requirements For Issuance of Letters of Credit

22

2.12

Additional Payments

23

2.13

Manner of Borrowing and Payment

23

2.14

Mandatory Prepayments

25

2.15

Use of Proceeds

25

2.16

Defaulting Lender

25

III.

INTEREST AND FEES

26

3.1

Interest

26

3.2

Letter of Credit Fees

26

3.3

Facility Fee

27

3.4

Collateral Monitoring Fee

27

3.5

Computation of Interest and Fees

27

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3.6

Maximum Charges

28

3.7

Increased Costs

28

3.8

Basis For Determining Interest Rate Inadequate or Unfair

28

3.9

Capital Adequacy

29

3.10

Replacement of Lenders

30

3.11

Tax Withholding

30

IV.

COLLATERAL:  GENERAL TERMS

31

4.1

Security Interest in the Collateral

31

4.2

Perfection of Security Interest

31

4.3

Disposition of Collateral

33

4.4

Preservation of Collateral

33

4.5

Ownership of Collateral

33

4.6

Defense of Agents and Lenders Interests

34

4.7

Books and Records

34

4.8

Financial Disclosure

34

4.9

Compliance with Laws

35

4.10

Inspection of Premises

35

4.11

Insurance

35

4.12

Failure to Pay Insurance

36

4.13

Payment of Taxes

37

4.14

Payment of Leasehold Obligations

37

4.15

Receivables

37

(a)

Nature of Receivables

37

(b)

Solvency of Customers

38

(c)

Locations of Borrower

38

(d)

Collection of Receivables; Blocked Accounts

38

(e)

Notification of Assignment of Receivables

38

(f)

Power of Agent to Act on Borrowers Behalf

38

(g)

No Liability

39

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(h)

Establishment of a Lockbox Account, Dominion Account

39

(i)

Adjustments

40

4.16

Inventory

40

4.17

Maintenance of Equipment

40

4.18

Exculpation of Liability

40

4.19

Environmental Matters

40

4.20

Financing Statements

42

V.

REPRESENTATIONS AND WARRANTIES

43

5.1

Authority

43

5.2

Formation and Qualification

43

5.3

Survival of Representations and Warranties

43

5.4

Tax Returns

44

5.5

Financial Statements

44

5.6

Corporate Name

44

5.7

O.S.H.A. and Environmental Compliance

44

5.8

Solvency; No Litigation, Violation, Indebtedness or Default

45

5.9

Patents, Trademarks, Copyrights and Licenses

46

5.10

Licenses and Permits

47

5.11

Default of Indebtedness

47

5.12

No Default

47

5.13

No Burdensome Restrictions

47

5.14

No Labor Disputes

47

5.15

Margin Regulations

47

5.16

Investment Company Act

47

5.17

Disclosure

47

5.18

Swaps

48

5.19

Conflicting Agreements

48

5.20

Application of Certain Laws and Regulations

48

5.21

Business and Property of Borrower

48

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5.22

Section 20 Subsidiaries

48

5.23

Anti-Terrorism Laws

48

(a)

General

48

(b)

Executive Order No. 13224

48

VI.

AFFIRMATIVE COVENANTS

49

6.1

Payment of Fees

49

6.2

Conduct of Business and Maintenance of Existence and Assets

49

6.3

Violations

50

6.4

Government Receivables

50

6.5

Fixed Charge Coverage Ratio

50

6.6

Execution of Supplemental Instruments

50

6.7

Payment of Indebtedness

50

6.8

Standards of Financial Statements

50

6.9

Tax Shelter Regulations

50

VII.

NEGATIVE COVENANTS

51

7.1

Merger, Consolidation, Acquisition and Sale of Assets

51

7.2

Creation of Liens

51

7.3

Guarantees

51

7.4

Investments

51

7.5

Loans

51

7.6

Capital Expenditures

51

7.7

Dividends

51

7.8

Indebtedness

52

7.9

Nature of Business

52

7.10

Transactions with Affiliates

52

7.11

Leases

53

7.12

Subsidiaries

53

7.13

Fiscal Year and Accounting Changes

53

7.14

Pledge of Credit

53

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7.15

Amendment of Articles of Incorporation, By-Laws

53

7.16

Compliance with ERISA

53

7.17

Prepayment of Indebtedness

54

VIII.

CONDITIONS PRECEDENT

54

8.1

Conditions to Initial Advances

54

(a)

Notes

54

(b)

Filings, Registrations and Recordings

54

(c)

Corporate Proceedings of Borrower

54

(d)

Incumbency Certificates of Borrower

55

(e)

Certificates

55

(f)

Good Standing Certificates

55

(g)

Legal Opinion

55

(h)

No Litigation

55

(i)

Financial Condition Certificates

55

(j)

Collateral Examination

55

(k)

Fees

55

(l)

Pro Forma Financial Statements

55

(m)

Insurance

56

(n)

Payment Instructions

56

(o)

Blocked Accounts

56

(p)

Consents

56

(q)

No Adverse Material Change

56

(r)

Leasehold Agreements

56

(s)

Closing Certificate

56

(t)

Borrowing Base

56

(u)

Undrawn Availability

56

(v)

Pledge Agreements

56

(w)

Other

57

8.2

Conditions to Each Advance

57

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(a)

Representations and Warranties

57

(b)

No Default

57

(c)

Maximum Advances

57

IX.

INFORMATION AS TO BORROWERS

57

9.1

Disclosure of Material Matters

57

9.2

Schedules

57

9.3

Environmental Reports

58

9.4

Litigation

58

9.5

Material Occurrences

58

9.6

Government Receivables

58

9.7

Annual Financial Statements

58

9.8

Quarterly Financial Statements

59

9.9

Monthly Financial Statements

60

9.10

Public Reporting

60

9.11

Additional Information

60

9.12

Projected Operating Budget

60

9.13

Variances From Operating Budget

60

9.14

Notice of Suits, Adverse Events

60

9.15

ERISA Notices and Requests

61

9.16

Additional Documents

61

X.

EVENTS OF DEFAULT

61

XI.

LENDERS RIGHTS AND REMEDIES AFTER DEFAULT

64

11.1

Rights and Remedies

64

11.2

Agents Discretion

65

11.3

Setoff

65

11.4

Rights and Remedies not Exclusive

65

11.5

Allocation of Payments After Event of Default

65

XII.

WAIVERS AND JUDICIAL PROCEEDINGS

66

12.1

Waiver of Notice

66

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12.2

Delay

66

12.3

Jury Waiver

66

XIII.

EFFECTIVE DATE AND TERMINATION

67

13.1

Term

67

13.2

Termination

67

XIV.

REGARDING AGENT

67

14.1

Appointment

67

14.2

Nature of Duties

68

14.3

Lack of Reliance on Agent and Resignation

68

14.4

Certain Rights of Agent

69

14.5

Reliance

69

14.6

Notice of Default

69

14.7

Indemnification

69

14.8

Agent in its Individual Capacity

70

14.9

Delivery of Documents

70

14.10

Borrowers Undertaking to Agent

70

XV.

MISCELLANEOUS

70

15.1

Governing Law

70

15.2

Entire Understanding

71

15.3

Successors and Assigns; Participations; New Lenders

73

15.4

Application of Payments

74

15.5

Indemnity

74

15.6

Notice

75

15.7

Survival

76

15.8

Severability

76

15.9

Expenses

76

15.10

Injunctive Relief

77

15.11

Consequential Damages

77

15.12

Captions

77

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15.13

Counterparts; Telecopied Signatures

77

15.14

Construction

77

15.15

Confidentiality; Sharing Information

77

15.16

Publicity

78

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List of Exhibits and Schedules

|Exhibits      
|--------------
|Exhibit 2.1(a)
|Exhibit 5.5(b)
|Exhibit 8.1(i)
|Exhibit 9.8   
|Exhibit 15.3  



|Schedules       
|----------------
|Schedule 1.2    
|Schedule 4.5    
|Schedule 4.15(c)
|Schedule 4.19   
|Schedule 5.2(a) 
|Schedule 5.2(b) 
|Schedule 5.2(c) 
|Schedule 5.6    
|Schedule 5.7    
|Schedule 5.8(b) 
|Schedule 5.8(d) 
|Schedule 5.9    
|Schedule 5.10   
|Schedule 5.14   
|Schedule 7.8    



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C:\Documents and Settings\D_Schoendorff\Desktop\#1172348 v8 - Loan Agreement - PNC-Champion.doc







REVOLVING CREDIT LOAN
ANDSECURITY AGREEMENT

Revolving Credit Loan and Security Agreement dated as of August 10, 2004 among Champion Parts, Inc., a corporation organized under the laws of the State of Illinois (Borrower), the financial institutions which are now or which hereafter become a party hereto (collectively, the Lenders and individually a Lender) and PNC BANK, NATIONAL ASSOCIATION (PNC), as agent for Lenders (PNC, in such capacity, the Agent).

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrower, Lenders and Agent hereby agree as follows:

I.

DEFINITIONS.

1.1

Accounting Terms.  As used in this Agreement, the Notes, or any of the Other Documents made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP; provided, however, whenever such accounting terms are used for the purposes of determining compliance with financial covenants in this Agreement, such accounting terms shall be defined in accordance with GAAP as applied in preparation of the audited financial statements of Borrower for the fiscal year most recently ended.

1.2

General Terms.  For purposes of this Agreement the following terms shall have the following meanings:

Accountants shall have the meaning set forth in Section 9.7 hereof.

Advances shall mean and include the Revolving Advances and Letters of Credit.

Advance Rates shall have the meaning set forth in Section 2.1(a) hereof.

Affiliate of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director or officer (i) of such Person, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above.  For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote 5% or more of the securities having ordinary voting power for the election of directors of such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Agent shall have the meaning set forth in the preamble to this Agreement and shall include its successors and assigns.

Authority shall have the meaning set forth in Section 4.19(d).

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Base Rate shall mean the greater of (i) the interest rate per annum announced from time to time by the Agent at its principal office as its then prime rate, which rate may not be the lowest rate then being charged commercial borrowers by Agent, or (ii) the Federal Funds Open Rate plus 1/2 of 1% per annum.

Blocked Accounts shall have the meaning set forth in Section 4.15(h).

Borrower shall have the meaning set forth in the preamble to this Agreement and shall extend to all permitted successors and assigns of such Persons.

Borrowing Base Certificate shall mean a certificate duly executed by Borrower appropriately completed and in the form provided by Agent.

Borrowers Account shall have the meaning set forth in Section 2.8.

Business Day shall mean any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law to be closed for business in Pittsburgh, Pennsylvania and, if the applicable Business Day relates to any Eurodollar Rate Loans, such day must also be a day on which dealings are carried on in the London interbank market.

Capital Expenditures shall mean all payments, including, without limitation, payments for Capitalized Lease Obligations, for any fixed assets or improvements, or replacements, substitutions or additions thereto, that have a useful life of more than one year and which are required to be capitalized under GAAP.

Capitalized Lease shall mean, at any time, any lease which, in accordance with GAAP, is required to be capitalized on the balance sheet of Borrower at such time.

Capitalized Lease Obligations of Borrower at any time shall mean the aggregate amount which, in accordance with GAAP, is required to be reported as a liability on the balance sheet of Borrower at such time as lessee under Capitalized Leases.

CERCLA shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended or subsequently amended, 42 U.S.C. §§9601 et seq.

Change of Control shall mean any merger or consolidation of or with Borrower or sale of all or substantially all of the property or assets of Borrower.  For purposes of this definition, control of Borrower shall mean the power, direct or indirect (x) to vote 50% or more of the securities having ordinary voting power for the election of directors of Borrower or (y) to direct or cause the direction of the management and policies of Borrower by contract or otherwise.

Charges shall mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever,

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together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including, without limitation, the PBGC or any environmental agency or superfund), upon the Collateral or Borrower.

Closing Date shall mean August 10, 2004 or such other date as may be agreed to by the parties hereto.

Code shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.

Collateral shall mean and include all property and rights in personal property in which a security interest is granted to Agent in this Agreement or in any of the Other Documents, including, without limitation, the following:

(a)

all Receivables;

(b)

all Equipment;

(c)

all General Intangibles;

(d)

all Inventory;

(e)

all Investment Property;

(f)

all Subsidiary Stock;

(g)

the Leasehold Interests;

(h)

all of Borrowers right, title and interest in and to (i) its respective goods and other property including, but not limited to, all merchandise returned or rejected by Customers, relating to or securing any of the Receivables; (ii) all of Borrowers rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lien or, including stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all additional amounts due to Borrower from any Customer relating to the Receivables; (iv) other property, including warranty claims, relating to any goods securing this Agreement; (v) all of Borrowers contract rights, rights of payment which have been earned under a contract right, instruments (including promissory notes), documents, chattel paper (including electronic chattel paper), warehouse receipts, deposit accounts, letter of credit rights, and money; (vi) all commercial tort claims as described from time to time on Schedule 5.2(c) (whether now existing or hereafter arising); (vii) if and when obtained by Borrower, all personal property of third parties in which Borrower has been granted a lien or security interest as security for the payment or enforcement of Receivables; and (viii) any other goods, personal property or real property now owned or hereafter acquired in which Borrower has expressly granted a security interest or may in the future grant a security interest to Agent hereunder, or in any amendment or supplement hereto or thereto, or under any other agreement between Agent and Borrower;

(i)

all of Borrowers ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned by Borrower

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or in which it has an interest), computer programs, tapes, disks and documents relating to (a), (b), (c), (d), (e), (f), (g), (h) or (i) of this Paragraph; and

(j)

all proceeds and products of (a), (b), (c), (d), (e), (f), (g), (h), (i) and (j) in whatever form, including, but not limited to:  cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds.

Commitment Percentage of any Lender shall mean the percentage set forth below such Lenders name on the signature page hereof as same may be adjusted upon any assignment by a Lender pursuant to Section 15.3(c) hereof.

Commitment Transfer Supplement shall mean a document in the form of Exhibit 15.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

Compliance Certificate shall have the meaning set forth in Section 9.8 hereof.

Consents shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties, domestic or foreign, necessary to carry on Borrowers business, including, without limitation, any Consents required under all applicable federal, state or other applicable law.

Controlled Group shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with Borrower, are treated as a single employer under Section 414 of the Code.

Current Assets at a particular date, shall mean all cash, cash equivalents, accounts and inventory of Borrower and all other items which would, in conformity with GAAP, be included under current assets on a balance sheet of Borrower as at such date; provided, however, that such amounts shall not include (a) any amounts for any Indebtedness owing by an Affiliate of any Borrower, unless such Indebtedness arose in connection with the sale of goods or rendition of services in the ordinary course of business and would otherwise constitute current assets in conformity with GAAP, (b) any shares of stock issued by an Affiliate of any Borrower, or (c) the cash surrender value of any life insurance policy.

Customer shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with Borrower, pursuant to which Borrower is to deliver any personal property or perform any services.

Default shall mean an event which, with the giving of notice or passage of time or both, would constitute an Event of Default.

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Default Rate shall have the meaning set forth in Section 3.1 hereof.

Defaulting Lender shall have the meaning set forth in Section 2.16(a) hereof.

Depository Accounts shall have the meaning set forth in Section 4.15(h) hereof.

Document Checklist shall mean that certain Document Checklist prepared by Agent in connection with this Agreement.

Documents shall have the meaning set forth in Section 8.1(c) hereof.

Dollar and the sign $ shall mean lawful money of the United States of America.

Domestic Rate Loan shall mean any Advance that bears interest based upon the Base Rate.

Early Termination Date shall have the meaning set forth in Section 13.1 hereof.

Earnings Before Interest and Taxes shall mean for any period the sum of (i) net income (or loss) of Borrower for such period (excluding extraordinary gains and losses), plus (ii) all interest expense of Borrower for such period, plus (iii) all charges against income of Borrower for such period for federal, state and local taxes, exclusive of tax refunds.

EBITDA shall mean for any period the sum of (i) Earnings Before Interest and Taxes for such period plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for such period.

Eligible Inventory shall mean and include Inventory, with respect to Borrower valued at the lower of cost or market value, determined on a first-in-first-out basis, which is not, in Agents reasonable credit judgment, obsolete, slow moving or unmerchantable and which Agent, in its sole discretion exercised in a commercially reasonable manner, shall not deem ineligible Inventory, based on such considerations as Agent may from time to time deem appropriate including, without limitation, whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and whether the Inventory conforms to all standards imposed by any governmental agency, division or department thereof which has regulatory authority over such goods or the use or sale thereof.

Eligible Receivables shall mean and include with respect to Borrower, each Receivable of Borrower arising in the ordinary course of Borrowers business and which Agent, in its sole credit judgment exercised in a commercially reasonable manner, shall deem to be an Eligible Receivable, based on such considerations as Agent may from time to time deem appropriate.  A Receivable shall not be deemed eligible unless such Receivable is subject to Agents first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent.  In addition, no Receivable shall be an Eligible Receivable if:

(a)

it arises out of a sale made by Borrower to an Affiliate of Borrower or to a Person controlled by an Affiliate of Borrower;

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(b)

it is due or unpaid more than one hundred twenty (120) days after the original invoice date;

(c)

fifty percent (50%) or more of the Receivables from such Customer are not deemed Eligible Receivables hereunder.  Such percentage may, in Agents sole discretion exercised in a commercially reasonable manner, be increased or decreased from time to time;

(d)

any covenant, representation or warranty contained in this Agreement with respect to such Receivable has been breached;

(e)

the Customer shall (i) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or call a meeting of its creditors, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

(f)

the sale is to a Customer outside the United States of America, or outside Canada (except Receivables from sales to Customers in the Province of Quebec shall not be Eligible Receivables), unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its sole discretion;

(g)

the sale to the Customer is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

(h)

Agent believes, in its sole judgment exercised in a commercially reasonable manner, that collection of such Receivable is insecure or that such Receivable may not be paid by reason of the Customers financial inability to pay;

(i)

the Customer is the United States of America, any state or any department, agency or instrumentality of any of them, unless Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances;

(j)

the goods giving rise to such Receivable have not been shipped to the Customer or the services giving rise to such Receivable have not been performed by Borrower or the Receivable otherwise does not represent a final sale;

(k)

the Receivables of the Customer exceed a credit limit determined by Agent, in its sole discretion exercised in a commercially reasonable manner, to the extent such Receivable exceeds such limit;

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(l)

the Receivable is subject to any offset, deduction, defense, dispute, or counterclaim, the Customer is also a creditor or supplier of Borrower (except to the extent that Borrower performs assembly or similar work with parts provided by a supplier) or the Receivable is contingent in any respect or for any reason;

(m)

Borrower has made any agreement with any Customer for any deduction therefrom, except for discounts or allowances made in the ordinary course of business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

(n)

any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed;

(o)

such Receivable is not payable to Borrower; or

(p)

such Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a commercially reasonable manner.

Environmental Complaint shall have the meaning set forth in Section 4.19(d) hereof.

Environmental Laws shall mean all federal, state and local environmental, land use, zoning, health, chemical use, safety and sanitation laws, statutes, ordinances and codes relating to the protection of the environment and/or governing the use, storage, treatment, generation, transportation, processing, recycling, recovering, handling, production or disposal of Hazardous Substances and the rules, regulations, policies, guidelines, interpretations, decisions, orders and directives of federal, state and local governmental agencies and authorities with respect thereto all as now existing or subsequently enacted or amended.

Equipment shall mean and include as to Borrower all of Borrowers goods (other than Inventory) whether now owned or hereafter acquired and wherever located including, without limitation, all equipment, machinery, apparatus, motor vehicles, fittings, furniture, furnishings, fixtures, parts, accessories and all replacements and substitutions therefor or accessions thereto.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and the rules and regulations promulgated thereunder.

Eurodollar Rate shall mean, with respect to any Eurodollar Rate Loan for any Interest Period, the interest rate per annum determined by Agent by dividing (the resulting quotient rounded upward to the nearest 1/100 of 1% per annum) (i) the rate of interest determined by Agent (which determination shall be conclusive absent manifest error) to be the average of the London interbank offered rates of interest per annum for U.S. Dollars set forth on Dow Jones Market Service display page 3750 or such other display page on the Dow Jones Market Service System as may replace such page to evidence the average of rates quoted by banks designated by the British Bankers Association (or appropriate successor or, if the British Bankers Association or its successor ceases to provide such quotes, a comparable replacement determined by Agent) at 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period for an amount comparable to such Eurodollar Rate Loan and having a borrowing date and a

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maturity comparable to such Interest Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.  The Eurodollar Rate may also be expressed by the following formula:

|Eurodollar Rate                     | = | Dow Jones Market Service page 3750 quoted by British Bankers Association or appropriate successor
|----------------------------------- | - | --------------------------------------------------------------------------------------------------
|1.00 - Euro Rate Reserve Percentage



Agent shall give prompt notice to Borrower and the Lenders of the Eurodollar Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.

Eurodollar Rate Loan shall mean an Advance at any time that bears interest based on the Eurodollar Rate.

Euro-Rate Reserve Percentage shall mean the maximum percentage (expressed as a decimal rounded upward to the nearest 1/100 of 1%) as determined by Agent which is in effect during any relevant period, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as Eurocurrency Liabilities) of a member bank in such System.

Event of Default shall mean the occurrence and continuance of any of the events set forth in Article X hereof.

Federal Funds Open Rate for any day shall mean the rate per annum determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the Open Rate for federal funds transactions as of the opening of business for federal funds transactions among members of the Federal Reserve System arranged by federal funds brokers on such day, as quoted by Garvin Guybutler, any successor entity thereto, or any other broker selected by Agent, as set forth on the applicable Telerate display page; provided, however, that if such day is not a Business Day, the Federal Funds Open Rate for such day shall be the Open Rate on the immediately preceding Business Day, or if no such rate shall be quoted by a federal funds broker at such time, such other rate as determined by the Agent in accordance with its usual procedures.

Fee Letter shall mean the fee letter dated as of the Closing Date between Borrower and PNC.

Fixed Charge Coverage Ratio shall mean and include, with respect to any fiscal period, the ratio of (a) EBITDA minus Capital Expenditures (excluding amounts thereof financed in accordance with Section 7.8 hereof) minus cash taxes actually paid made during such period to (b) all Senior Debt Payments plus all Subordinated Debt Payments during such period, plus all Vendor Earn-Out Payments.

Formula Amount shall have the meaning set forth in Section 2.1(a).

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GAAP shall mean generally accepted accounting principles in the United States of America in effect from time to time.

General Intangibles shall mean and include as to Borrower all of Borrowers general intangibles, whether now owned or hereafter acquired including, without limitation, all payment intangibles, choses in action, causes of action, corporate or other business records, inventions, designs, patents, patent applications, equipment formulations, manufacturing procedures, quality control procedures, trademarks, service marks, trade secrets, goodwill, copyrights, design rights, software, computer information, source codes, codes, records and data, registrations, licenses, franchises, customer lists, tax refunds, tax refund claims, computer programs, all claims under guaranties, security interests or other security held by or granted to Borrower to secure payment of any of the Receivables by a Customer (other than to the extent covered by Receivables) all rights of indemnification and all other intangible property of every kind and nature (other than Receivables).

Governmental Body shall mean any nation or government, any state or other political subdivision thereof or any entity exercising the legislative, judicial, regulatory or administrative functions of or pertaining to a government.

Guarantor shall mean any Person who may hereafter guarantee payment or performance of the whole or any part of the Obligations and Guarantors means collectively all such Persons.  As of the Closing Date, no Guarantor exists.

Guarantor Security Agreement shall mean any Security Agreement executed by any Guarantor in favor of Agent securing the Guaranty of such Guarantor.

Guaranty shall mean any guaranty of the obligations of Borrower executed by a Guarantor in favor of Agent for its benefit and for the ratable benefit of Lenders.

Hazardous Discharge shall have the meaning set forth in Section 4.19(d) hereof.

Hazardous Substance shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances or related materials as defined in CERCLA, the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), RCRA or any other applicable Environmental Law and in the regulations adopted pursuant thereto.

Hazardous Wastes shall mean all Hazardous Substance or waste materials subject to regulation under CERCLA, RCRA or applicable state law, and any other applicable Federal and state laws now in force or hereafter enacted or amended relating to hazardous waste disposal.

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Indebtedness of a Person at a particular date shall mean all obligations of such Person which in accordance with GAAP would be classified upon a balance sheet as liabilities (except capital stock and surplus earned or otherwise) and in any event, without limitation by reason of enumeration, shall include all indebtedness, debt and other similar monetary obligations of such Person whether direct or guaranteed, and all premiums, if any, due at the required prepayment dates of such indebtedness, and  all indebtedness secured by a Lien on assets owned by such Person, whether or not such indebtedness actually shall have been created, assumed or incurred by such Person.  Any indebtedness of such Person resulting from the acquisition by such Person of any assets subject to any Lien shall be deemed, for the purposes hereof, to be the equivalent of the creation, assumption and incurring of the indebtedness secured thereby, whether or not actually so created, assumed or incurred.

Ineligible Security shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

Information Certificate shall mean that certain Information Certificate of Borrowers executed and delivered to Agent in connection with this Agreement.

Interest Period shall mean the period provided for any Eurodollar Rate Loan pursuant to Section 2.2(b).

Interest Rate Protection Agreement shall mean any interest rate swap, cap, collar or similar interest rate hedging strategy or agreement now existing or hereafter entered into by any Person.

Inventory shall mean and include as to Borrower all of Borrowers now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any consignment arrangement, contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in Borrowers business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

Inventory Advance Rate shall have the meaning set forth in Section 2.1(a)(y)(ii) hereof.

Investment Property shall mean and include as to Borrower, all of Borrowers now owned or hereafter acquired securities (whether certificated or uncertificated), securities entitlements, securities accounts, commodities contracts and commodities accounts.

Issuer shall mean any Person who issues a Letter of Credit and/or accepts a draft pursuant to the terms hereof.

Leasehold Interests shall mean all of Borrowers right, title and interest in and to the leasehold premises at any time leased by Borrower.

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Lender and Lenders shall have the meaning ascribed to such term in the preamble to this Agreement and shall include each Person which becomes a transferee, successor or assign of any Lender.

Letter of Credit Fees shall have the meaning set forth in Section 3.2.

Letters of Credit shall have the meaning set forth in Section 2.9.

Lien shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including, without limitation, any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction.

Loan Documents shall mean, collectively, this Agreement and the Other Agreements.

Material Adverse Effect shall mean a material adverse effect upon (a) the condition, operations, assets or business of the applicable Person or Persons, (b) Borrowers ability to pay the Obligations in accordance with the terms thereof, (c) the value of the Collateral, or Agents Liens on the Collateral or the priority of any such Lien or (d) the practical realization of the benefits of Agents and each Lenders rights and remedies under this Agreement and the Other Documents.

Maximum Loan Amount shall mean $14,000,000.

Maximum Revolving Advance Amount shall mean $14,000,000.

Monthly Advances shall have the meaning set forth in Section 3.1 hereof.

Multiemployer Plan shall mean a multiemployer plan as defined in Sections 3(37) and 4001(a)(3) of ERISA.

Net Orderly Liquidation Value shall mean the aggregate net realizable value of Borrowers Eligible Inventory, by category, recoverable in an orderly liquidation thereof (net of all liquidation expenses), as determined by a certified appraiser satisfactory to Agent.

Notes shall mean collectively the Revolving Credit Note and all replacements and substitutions for each such Note.

Obligations shall mean and include any and all loans, advances, debts, liabilities, obligations, covenants and duties (including, without limitation, obligations under any Interest Rate Protection Agreement) owing by Borrower to Lenders or Agent or to any other direct or indirect subsidiary or affiliate of Agent or any Lender of any kind or nature, present or future (including, without limitation, any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Borrower, whether or not a claim for post-filing or post-petition interest is

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allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, (including, without limitation, this Agreement and the Other Documents) whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other similar agreement, or in any other manner, whether arising out of overdrafts or deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Agents or any Lenders non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, contractual or tortuous, liquidated or unliquidated, regardless of how such indebtedness or liabilities arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, including, but not limited to, any and all of Borrowers Indebtedness and/or liabilities under this Agreement, the Other Documents or under any other agreement between Agent or Lenders and Borrower and any amendments, extensions, renewals or increases and all costs and expenses of Agent and any Lender incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to reasonable attorneys fees and expenses and all obligations of Borrower to Agent or Lenders to perform acts or refrain from taking any action.

Other Documents shall mean the Notes, the Information Certificate, any Guaranty, any Guarantor Security Agreement, any Mortgages and any and all other agreements, instruments and documents, including, without limitation, guaranties, pledges, powers of attorney, consents, interest or currency swap agreements, intercreditor agreements, subordination agreements or other similar agreements and all other writings heretofore, now or hereafter executed by Borrower or any Guarantor and/or delivered to Agent or any Lender in respect of the transactions contemplated by this Agreement.

Parent of any Person shall mean a corporation or other entity owning, directly or indirectly at least 50% of the shares of stock or other ownership interests having ordinary voting power to elect a majority of the directors of the Person, or other Persons performing similar functions for any such Person.

Participant shall mean each Person who shall be granted the right by any Lender to participate in any of the Advances and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

Payment Office shall mean initially One South Wacker Drive, Suite 2980, Chicago, Illinois 60606; thereafter, such other office of Agent, if any, which it may designate by notice to Borrower and to each Lender to be the Payment Office.

PBGC shall mean the Pension Benefit Guaranty Corporation.

Permitted Encumbrances shall mean (a) Liens in favor of Agent for the benefit of Agent and Lenders; (b) Liens for taxes, assessments or other governmental charges not delinquent or being contested in good faith and by appropriate proceedings and with respect to

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which proper reserves have been taken by Borrower; provided, that, the Lien shall have no effect on the priority of the Liens in favor of Agent or the value of the assets in which Agent has such a Lien and a stay of enforcement of any such Lien shall be in effect; (c) Liens disclosed in the financial statements referred to in Section 5.5, the existence of which Agent has consented to in writing; (d) deposits or pledges to secure obligations under workers compensation, social security or similar laws, or under unemployment insurance; (e) 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 Borrowers business; (f) judgment Liens that have been stayed or bonded and mechanics, workers, materialmens or other like Liens arising in the ordinary course of Borrowers business with respect to obligations which are not due or which are being contested in good faith by Borrower; (g) Liens placed upon fixed assets hereafter acquired to secure a portion of the purchase price thereof, provided that (x) any such lien shall not encumber any other property of Borrower and (y) the aggregate amount of Indebtedness secured by such Liens incurred as a result of such purchases during any fiscal year shall not exceed the amount provided for in Section 7.8; (h) other Liens incidental to the conduct of Borrowers business or the ownership of their property (such as easements and minor title restrictions) and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially detract from Agents or Lenders rights in and to the Collateral or the value of Borrowers property or assets or which do not materially impair the use thereof in the operation of Borrowers business; (i) any mortgage loans on Borrowers real property, and any refinancings or replacements thereof, and (j) Liens existing on the Closing Date and disclosed on Schedule 1.2.

Person shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, institution, public benefit corporation, joint venture, entity or government (whether Federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof).

Plan shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of Borrower or any member of the Controlled Group or any such Plan to which Borrower or any member of the Controlled Group is required to contribute on behalf of any of its employees.

Pro Forma Balance Sheet shall have the meaning set forth in Section 5.5(a) hereof.

Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

Projections shall have the meaning set forth in Section 5.5(b) hereof.

Purchasing Lender shall have the meaning set forth in Section 15.3 hereof.

RCRA shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

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Real Property shall mean all of Borrowers right, title and interest in and to any owned and leased premises.

Receivables shall mean and include, as to Borrower, all of Borrowers accounts, contract rights, instruments (including those evidencing indebtedness owed to Borrower by its Affiliates), documents, chattel paper (including electronic chattel paper), general intangibles relating to accounts, drafts and acceptances, credit card receivables, and all other forms of obligations owing to Borrower arising out of or in connection with the sale or lease of Inventory or the rendition of services, all supporting obligations, guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

Receivables Advance Rate shall have the meaning set forth in Section 2.1(a)(y)(i) hereof.

Release shall have the meaning set forth in Section 5.7(c)(i) hereof.

Reportable Event shall mean a reportable event described in Section 4043(b) of ERISA or the regulations promulgated thereunder.

Required Lenders shall mean (i) so long as two (2) Lenders are a party to this Agreement, Lenders holding one hundred percent (100%) of the Advances and, if no Advances are outstanding, Lenders holding one hundred percent (100%) of the Commitment Percentages, and (ii) so long as more than two (2) Lenders are a party to this Agreement, Lenders holding at least fifty-one percent (51%) of the Advances and, if no Advances are outstanding, Lenders holding fifty-one percent (51%) of the Commitment Percentages.

Reserve Percentage shall mean the maximum effective percentage in effect on any day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding.

Revolving Advances shall mean Advances made other than Letters of Credit.

Revolving Credit Note shall mean the promissory note referred to in Section 2.1(a) hereof.

Revolving Interest Rate shall mean an interest rate per annum equal to (a) the sum of the Base Rate plus one-quarter of one percent (1/4%) with respect to Domestic Rate Loans, and (b) the sum of the Eurodollar Rate plus three and one-quarter percent (3.25%) with respect to Eurodollar Rate Loans.

Section 20 Subsidiary shall mean the Subsidiary of the bank holding company controlling PNC, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

Senior Debt Payments shall mean and include all cash actually expended by Borrower to make (a) interest payments on any Advances hereunder, plus (b) payments for all fees,

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commissions and charges set forth herein and with respect to any Advances, plus (c) capitalized lease payments, plus (d) payments with respect to any other Indebtedness for borrowed money.

Settlement Date shall mean the Closing Date and thereafter Wednesday of each week unless such day is not a Business Day in which case it shall be the next succeeding Business Day.

Subordinated Debt Payments shall mean and include all cash actually expended to make payments of principal and interest on any Subordinated Indebtedness.

Subordinated Indebtedness shall mean all Indebtedness of Borrower at any time outstanding which is subordinated in right of payment to the prior payment of the Obligations, pursuant to a Subordination Agreements acceptable to Agent, including, without limitation, the ACEDP Indebtedness.

Subordination Agreement shall mean, individually and collectively, all subordination agreements, intercreditor agreements, consent and similar agreements among the Borrower, Agent, for itself  and the Lenders and any holder of Indebtedness, whether entered into on or prior to the date hereof or from time to time hereafter, together with all modifications, amendments and restatements of any of the foregoing.

Subsidiary shall mean a corporation or other entity of whose shares of stock or other ownership interests having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation or other entity, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

Subsidiary Stock shall mean all of the issued and outstanding shares of stock owned by Borrower of each of its Subsidiaries.

Term shall have the meaning set forth in Section 13.1 hereof.

Termination Event shall mean (i) a Reportable Event with respect to any Plan or Multiemployer Plan; (ii) the withdrawal of Borrower or any member of the Controlled Group from a Plan or Multiemployer Plan during a plan year in which such entity was a substantial employer as defined in Section 4001(a)(2) of ERISA; (iii) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Plan or Multiemployer Plan; (v) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of Borrower or any member of the Controlled Group from a Multiemployer Plan.

Toxic Substance shall mean and include any material present on the Real Property or the Leasehold Interests which has been shown to have significant adverse effect on human health or which is subject to regulation under the Toxic Substances Control Act (TSCA), 15 U.S.C. §§ 2601 et seq., applicable state law, or any other applicable Federal or state laws now in force

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or hereafter enacted or amended relating to toxic substances.  Toxic Substance includes but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based paints.

Transferee shall have the meaning set forth in Section 15.3(b) hereof.

Type of Organization shall mean the type of entity of a Borrower, such as corporation or limited liability company.

Undrawn Availability at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Loan Amount, minus (b) the sum of (i) the outstanding amount of Advances plus (ii) all amounts due and owing to Borrowers trade creditors which are outstanding beyond normal trade terms, plus (iii) fees and expenses for which Borrower is liable but which have not been paid or charged to Borrowers Account.

UCC means the Uniform Commercial Code as in effect in the State of Illinois on the date of this Agreement, as may be amended or otherwise modified hereafter, including, without limitation, by the revisions to Article 9 and other Articles of the Uniform Commercial Code, as adopted by the State of Illinois, effective July 1, 2001; provided that, as used in Section 11.1 hereof, UCC shall mean the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

Vendor Earn-Out Payments shall mean payments made by Borrower in connection with any payment arrangements relating to the 1995 and 1996 vendor payment agreements of Borrower.

Week shall mean the time period commencing with the opening of business on a Wednesday and ending on the end of business the following Tuesday.

1.3

Uniform Commercial Code Terms.  All terms used herein and defined in the UCC from time to time shall have the meaning given therein unless otherwise defined herein.  To the extent the definition of any category or type of Collateral is expanded by any amendment, modification or revision to the UCC, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

1.4

Certain Matters of Construction.  The terms herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.  Any pronoun used shall be deemed to cover all genders.  Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa.  All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations.  Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including, without limitation, references to any of the Other Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof.

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II.

ADVANCES, PAYMENTS.

2.1

Revolving Advances; Discretionary Rights.

(a)

Revolving Advances.  Subject to the terms and conditions set forth in this Agreement including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at any time equal to such Lenders Commitment Percentage of the lesser of (x) the Maximum Loan Amount less the aggregate amount of outstanding Letters of Credit or (y) an amount equal to the sum of:

(i)

up to 85%, subject to the provisions of Section 2.1(b) hereof (Receivables Advance Rate), of Eligible Receivables, plus

(ii)

up to the lesser of (A) $6,500,000 in the aggregate at any one time, or (B) 90% of the Net Orderly Liquidation Value of Eligible Inventory (the Inventory Advance Rate; the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively as the Advance Rates), subject to the provisions of Section 2.1(b), provided that Eligible Inventory consisting of raw core Inventory shall not exceed an aggregate amount of to $2,000,000, which amount shall be reduced by $62,500 at the end of each calendar quarter after the Closing Date; minus

(iii)

an amount equal to $250,000; minus

(iv)

the aggregate amount of outstanding Letters of Credit, minus

(v)

such reserves as Agent may reasonably deem proper and necessary from time to time in its reasonable credit judgment.

The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Section 2.1(a)(y)(iii), (iv) and (v) at any time and from time to time shall be referred to as the Formula Amount.  The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the Revolving Credit Note) substantially in the form attached hereto as Exhibit 2.1(a).

(b)

Discretionary Rights.  The Advance Rates may be increased or decreased by Agent at any time and from time to time in the exercise of its reasonable credit judgment.  Borrower consents to any such increases or decreases and acknowledges that decreasing the Advance Rates or increasing the reserves may limit or restrict Advances requested by Borrower.  Agent shall use reasonable efforts to give Borrower five (5) days prior written notice of its intention to decrease the Advance Rates.

2.2

Procedure for Borrowing Advances.

(a)

Borrower may notify Agent prior to (i) 12 Noon (Chicago time) as to Advances bearing interest at the Base Rate, and (ii) 11:00 A.M. (Chicago time) as to Eurodollar Rate Loans, on a Business Day of Borrowers request to incur, on that day (subject to Section 2.2(b)), a Revolving Advance hereunder.  Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with

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Agent or Lenders, or with respect to any other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with Agent or Lenders, and such request shall be irrevocable.

(b)

Notwithstanding the provisions of subsection (a) above, in the event Borrower desires to obtain a Eurodollar Rate Loan, Borrower shall give Agent at least three (3) Business Days prior written notice, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be in a minimum amount of $100,000 and in integral multiples of $100,000 thereafter, and (iii) the duration of the first Interest Period therefor.  Interest Periods for Eurodollar Rate Loans shall be for one, two, three or six months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day.  No Eurodollar Rate Loan shall be made available to Borrower during the continuance of a Default or an Event of Default.

(c)

Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and shall end on such date as Borrower may elect as set forth in subsection (b)(iii) above provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term.

Borrower shall elect the initial Interest Period applicable to a Eurodollar Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(d), as the case may be.  Borrower shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not less than three (3) Business Days prior to the last day of the then current Interest Period applicable to such Eurodollar Rate Loan.  If Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.2(d) hereinbelow.

(d)

Provided that no Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of the then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such Eurodollar Rate Loan.  If Borrower desires to convert a loan, Borrower shall give Agent not less than three (3) Business Days prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Days prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor.  After giving effect to each such conversion, there shall not be outstanding more than four (4) Eurodollar Rate Loans, in the aggregate.

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(e)

At its option and upon three (3) Business Days prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time, without premium or penalty, but with accrued interest on the principal being prepaid to the date of such repayment.  Borrower shall specify the date of prepayment of Advances which are Eurodollar Rate Loans and the amount of such prepayment.  In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(f) hereof.

(f)

Borrower shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder.  A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or any Lender to Borrower shall be conclusive absent manifest error.

(g)

Notwithstanding any other provision hereof, if any applicable  law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term Lender shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of Lenders to make Eurodollar Rate Loans hereunder, shall forthwith be cancelled and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type.  If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay Agent, upon Agents request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan.  A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.

2.3

Disbursement of Advance Proceeds.  All Advances shall be disbursed from whichever office or other place Agent may designate from time to time and, together with any and all other Obligations of Borrower to Agent or Lenders, shall be charged to Borrowers Account on Agents books.  During the Term, Borrower may use the Revolving Advances by borrowing, prepaying and reborrowing, all in accordance with the terms and conditions hereof.  The proceeds of each Revolving Advance requested by Borrower or deemed to have been requested by Borrower under Section 2.2(a) hereof shall, with respect to requested Revolving Advances to the extent Lenders make such Revolving Advances, be made available to Borrower on the day so requested by way of credit to Borrowers operating account at PNC, or such other bank as Borrower may designate following notification to Agent, in immediately available

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federal funds or other immediately available funds or, with respect to Revolving Advances deemed to have been requested by Borrower, be disbursed to Agent to be applied to the outstanding Obligations giving rise to such deemed request.

2.4

Reserved.

2.5

Reserved.

2.6

Repayment of Advances.

(a)

The Revolving Advances shall be due and payable in full on the last day of the Term subject to earlier prepayment as herein provided.

(b)

Borrower recognizes that the amounts evidenced by checks, notes, drafts or any other items of payment relating to and/or proceeds of Collateral may not be collectible by Agent on the date received.  In consideration of Agents agreement to conditionally credit Borrowers Account as of the Business Day on which Agent receives those items of payment, Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by Agent on account of the Obligations one (1) Business Day after the Business Day Agent receives such payments via wire transfer or electronic depository check.  Agent is not, however, required to credit Borrowers Account for the amount of any item of payment which is unsatisfactory to Agent and Agent may charge Borrowers Account for the amount of any item of payment which is returned to Agent unpaid.

(c)

All payments of principal, interest and other amounts payable hereunder, or under any of the Other Documents shall be made to Agent at the Payment Office not later than 12 Noon (Chicago time) on the due date therefor in lawful money of the United States of America in federal funds or other funds immediately available to Agent.  Agent shall have the right to effectuate payment on any and all Obligations due and owing hereunder by charging Borrowers Account or by making Advances as provided in Section 2.2 hereof.

(d)

Borrower shall pay principal, interest, and all other amounts payable hereunder, or under any related agreement, without any deduction whatsoever, including, but not limited to, any deduction for any setoff or counterclaim.

2.7

Repayment of Excess Advances.  The aggregate balance of Advances outstanding at any time in excess of the maximum amount of Advances permitted hereunder shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or Event of Default has occurred.

2.8

Statement of Account.  Agent shall maintain, in accordance with its customary procedures, a loan account (Borrowers Account) in the name of Borrower in which shall be recorded the date and amount of each Advance made by Agent and the date and amount of each payment in respect thereof; provided, however, the failure by Agent to record the date and amount of any Advance shall not adversely affect Agent or any Lender.  Each month, Agent shall send to Borrower a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between Agent and Borrower, during such month.  The monthly statements shall be deemed correct and binding upon Borrower in the

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absence of manifest error and shall constitute an account stated between Lenders and Borrower unless Agent receives a written statement of Borrowers specific exceptions thereto within thirty (30) days after such statement is received by Borrower.  The records of Agent with respect to the loan account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

2.9

Letters of Credit.  On or after the Closing Date, Agent may in its sole discretion, subject to the terms and conditions hereof, issue or cause the issuance of Letters of Credit (Letters of Credit) on behalf of Borrower; provided, however, that Agent will not be required to issue or cause to be issued any Letters of Credit to the extent that the face amount of such Letters of Credit would then cause the sum of (i) the outstanding Revolving Advances plus (ii) outstanding Letters of Credit to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount; provided, further, however, that Agent will not be required to issue or cause to be issued any Letters of Credit to the extent that the face amount of such Letters of Credit issued for Borrower would then cause the sum of (i) the outstanding Revolving Advances to Borrower plus (ii) the outstanding Letters of Credit issued or caused to be issued on behalf of Borrower to exceed the lesser of (x) Borrowers Individual Maximum Revolving Advance Amount or (y) Borrowers Individual Formula Amount.  The maximum amount of outstanding Letters of Credit shall not exceed $1,000,000 in the aggregate at any time.  All disbursements or payments related to Letters of Credit shall be deemed to be Domestic Rate Loans consisting of Revolving Advances and shall bear interest at the Revolving Interest Rate for Domestic Rate Loans; Letters of Credit that have not been drawn upon shall not bear interest.

2.10

Issuance of Letters of Credit.

(a)

Borrower may request Agent to issue or cause the issuance of a Letter of Credit by delivering to Agent at the Payment Office, Agents form of Letter of Credit Application (the Letter of Credit Application) completed to the satisfaction of Agent; and, such other certificates, documents and other papers and information as Agent may reasonably request.  Borrower also has the right to give instructions and make agreements with respect to any application, any applicable letter of credit and security agreement, any applicable letter of credit reimbursement agreement and/or any other applicable agreement, any letter of credit and the disposition of documents, disposition of any unutilized funds, and to agree with Agent upon any amendment, extension or renewal of any Letter of Credit.

(b)

Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or acceptances of issuance drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credits date of issuance and in no event later than the last day of the Term.  Each Letter of Credit shall be subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof adhered to by the Issuer and, to the extent not inconsistent therewith, the laws of the State of Illinois.

(c)

Agent shall use its reasonable efforts to notify Lenders of the request by Borrower for a Letter of Credit hereunder.

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2.11

Requirements For Issuance of Letters of Credit.

(a)

In connection with the issuance of any Letter of Credit Borrower shall indemnify, save and hold Agent, each Lender and each Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Agent, any Lender or any Issuer and expenses and reasonable attorneys fees incurred by Agent, any Lender or Issuer arising out of, or in connection with, any Letter of Credit to be issued or created for Borrower.  Borrower shall be bound by Agents or any Issuers regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers Account, although this interpretation may be different from its own; and, neither Agent, nor any Lender, nor any Issuer nor any of their correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following Borrowers instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Agents, any Lenders, any Issuers or such correspondents gross negligence or willful misconduct.

(b)

Each Letter of Credit Application shall be submitted to Agent by Borrower not later than 10:00 A.M. (Chicago time) five (5) Business Days prior to the proposed date of issuance of any Letter of Credit.  Borrower shall authorize and direct any Issuer to name Borrower as the Applicant or Account Party of each Letter of Credit.  If Agent is not the Issuer of any Letter of Credit, Borrower shall authorize and direct the Issuer to deliver to Agent all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon Agents instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor.

(c)

In connection with all Letters of Credit issued or caused to be issued by Agent under this Agreement, Borrower hereby appoints Agent, or its designee, as its attorney, with full power and authority if an Event of Default or Default shall have occurred and is continuing, (i) to sign and/or endorse Borrowers name upon any warehouse or other receipts, letter of credit applications and acceptances; (ii) to sign Borrowers name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (Customs) in the name of Borrower or Agent or Agents designee, and to sign and deliver to Customs officials powers of attorney in the name of Borrower for such purpose; and (iv) to complete in Borrowers name or Agents, or in the name of Agents designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof.  Neither Agent nor its attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agents or its attorneys willful misconduct.  This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding.

(d)

Each Lender shall to the extent of the percentage amount equal to the product of such Lenders Commitment Percentage times the aggregate amount of all unreimbursed reimbursement obligations arising from disbursements made or obligations incurred with respect to the Letters of Credit be deemed to have irrevocably purchased an undivided participation in each such unreimbursed reimbursement obligation.  In the event that at the time a disbursement is made the unpaid balance of Revolving Advances exceeds or would

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exceed, with the making of such disbursement, the lesser of the Maximum Revolving Advance Amount or the Formula Amount, and such disbursement is not reimbursed by Borrower within two (2) Business Days, Agent shall promptly notify each Lender and upon Agents demand each Lender shall pay to Agent such Lenders proportionate share of such unreimbursed disbursement together with such Lenders proportionate share of Agents unreimbursed costs and expenses relating to such unreimbursed disbursement.  Upon receipt by Agent of a repayment from Borrower of any amount disbursed by Agent for which Agent had already been reimbursed by Lenders, Agent shall deliver to each Lender that Lenders pro rata share of such repayment.  Each Lenders participation commitment shall continue until the last to occur of any of the following events:  (A) Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than Borrower) have been fully reimbursed for all payments made under or relating to Letters of Credit.

2.12

Additional Payments.  Any sums expended by Agent or any Lender due to Borrowers failure to perform or comply with its obligations under this Agreement or any Other Document including, without limitation, Borrowers obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be charged to Borrowers Account as a Revolving Advance and added to the Obligations.

2.13

Manner of Borrowing and Payment.

(a)

Each borrowing of Revolving Advances shall be advanced according to the applicable Commitment Percentages of Lenders.

(b)

Each payment (including each prepayment) by Borrower on account of the principal of and interest on the Revolving Advances, shall be applied to the Revolving Advances pro rata according to the applicable Commitment Percentages of Lenders.  Except as expressly provided herein, all payments (including prepayments) to be made by Borrower on account of principal, interest and fees shall be made without set off or counterclaim and shall be made to Agent on behalf of the Lenders to the Payment Office, in each case on or prior to 12 Noon, Chicago time, in Dollars and in immediately available funds.

(c)

(i)

Notwithstanding anything to the contrary contained in Sections 2.13(a) and (b) hereof, commencing with the first Business Day following the Closing Date, each borrowing of Revolving Advances shall be advanced by Agent and each payment by Borrower on account of Revolving Advances shall be applied first to those Revolving Advances advanced by Agent.  On or before 12:00 Noon, Chicago time, on each Settlement Date commencing with the first Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows:  (I) if the aggregate amount of new Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Advances during such preceding Week, then each Lender shall provide Agent with funds in an amount equal to its applicable Commitment Percentage of the difference between (w) such Revolving Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Advances during such Week exceeds the aggregate amount of new Revolving Advances made during such Week, then Agent

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shall provide each Lender with funds in an amount equal to its applicable Commitment Percentage of the difference between (y) such repayments and (z) such Revolving Advances.

(i)

Each Lender shall be entitled to earn interest at the applicable Revolving Interest Rate on the principal amount outstanding to such Lender of the Advances which it has funded.

(ii)

Promptly following each Settlement Date, Agent shall submit to each Lender a certificate with respect to payments received and Advances made during the Week immediately preceding such Settlement Date.  Such certificate of Agent shall be conclusive in the absence of manifest error.

(d)

If any Lender or Participant (a benefited Lender) shall at any time receive any payment of all or part of its Advances, or interest thereon, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to and Collateral received by any other Lender, if any, in respect of such other Lenders Advances, or interest thereon, and such greater proportionate payment or receipt of Collateral is not expressly permitted hereunder, such benefited Lender shall purchase for cash from the other Lenders a participation in such portion of each such other Lenders Advances, or shall provide such other Lender with the benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of the other Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.  Each Lender so purchasing a portion of another Lenders Advances may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

(e)

Unless Agent shall have been notified by telephone, confirmed in writing, by any Lender that such Lender will not make the amount which would constitute its applicable Commitment Percentage of the Advances available to Agent, Agent may (but shall not be obligated to) assume that such Lender shall make such amount available to Agent on the next Settlement Date and, in reliance upon such assumption, make available to Borrower a corresponding amount.  Agent will promptly notify Borrower of its receipt of any such notice from a Lender.  If such amount is made available to Agent on a date after such next Settlement Date, such Lender shall pay to Agent on demand an amount equal to the product of (i) the daily average Federal Funds Open Rate (computed on the basis of a year of 360 days) during such period as quoted by Agent, times (ii) such amount, times (iii) the number of days from and including such Settlement Date to the date on which such amount becomes immediately available to Agent.  A certificate of Agent submitted to any Lender with respect to any amounts owing under this paragraph (e) shall be conclusive, in the absence of manifest error.  If such amount is not in fact made available to Agent by such Lender within three (3) Business Days after such Settlement Date, Agent shall be entitled to recover such an amount, with interest thereon at the rate per annum then applicable to such Revolving Advances hereunder, on demand from Borrower; provided, however, that Agents right to such recovery shall not prejudice or otherwise adversely affect Borrowers rights (if any) against such Lender.

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2.14

Mandatory Prepayments.  Subject to Section 4.3 hereof, when Borrower sells or otherwise disposes of any Collateral other than Inventory in the ordinary course of business or other dispositions permitted under Section 4.3 hereof, Borrower shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable costs of such sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent.  The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof.  Such repayments shall be applied to the Obligations then due and payable in such order as Agent may determine, subject to Borrowers ability to reborrow Revolving Advances in accordance with the terms hereof.

2.15

Use of Proceeds.  Borrower shall apply the proceeds of Advances to (i) repay existing indebtedness owed to Congress Financial Corporation (Southern), (ii) pay fees and expenses relating to this transaction, and (iii) to provide for its working capital needs.

2.16

Defaulting Lender.

(a)

Notwithstanding anything to the contrary contained herein, in the event any Lender (x) has refused (which refusal constitutes a breach by such Lender of its obligations under this Agreement) to make available its portion of any Advance or (y) notifies either Agent or Borrower that it does not intend to make available its portion of any Advance (if the actual refusal would constitute a breach by such Lender of its obligations under this Agreement) (each, a Lender Default), all rights and obligations hereunder of such Lender (a Defaulting Lender) as to which a Lender Default is in effect and of the other parties hereto shall be modified to the extent of the express provisions of this Section 2.16 while such Lender Default remains in effect.

(b)

Advances shall be incurred pro rata from Lenders (the Non-Defaulting Lenders) which are not Defaulting Lenders based on their respective Commitment Percentages, and no Commitment Percentage of any Lender or any pro rata share of any Advances required to be advanced by any Lender shall be increased as a result of such Lender Default.  Amounts received in respect of principal of any type of Advances shall be applied to reduce the applicable Advances of each Lender pro rata based on the aggregate of the outstanding Advances of that type of all Lenders at the time of such application; provided, that, such amount shall not be applied to any Advances of a Defaulting Lender at any time when, and to the extent that, the aggregate amount of Advances of any Non-Defaulting Lender exceeds such Non-Defaulting Lenders Commitment Percentage of all Advances then outstanding.

(c)

A Defaulting Lender shall not be entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the Other Documents.  All amendments, waivers and other modifications of this Agreement and the Other Documents may be made without regard to a Defaulting Lender and, for purposes of the definition of Required Lenders, a Defaulting Lender shall be deemed not to be a Lender and not to have Advances outstanding.

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(d)

Other than as expressly set forth in this Section 2.16, the rights and obligations of a Defaulting Lender (including the obligation to indemnify Agent) and the other parties hereto shall remain unchanged.  Nothing in this Section 2.16 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Other Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which Borrower, Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.

(e)

In the event a Defaulting Lender retroactively cures to the satisfaction of Agent the breach which caused a Lender to become a Defaulting Lender, such Defaulting Lender shall no longer be a Defaulting Lender and shall be treated as a Lender under this Agreement.

III.

INTEREST AND FEES.

3.1

Interest.  Interest on Advances shall be payable in arrears on the first day of each month with respect to Domestic Rate Loans and, with respect to Eurodollar Rate Loans, at the end of each Interest Period or, for Eurodollar Rate Loans with an Interest Period in excess of three months, at the earlier of (a) each three months on the anniversary date of the commencement of such Eurodollar Rate Loan or (b) the end of the Interest Period.  Interest charges shall be computed on the actual principal amount of Advances outstanding during the month (the Monthly Advances) at a rate per annum equal to, with respect to Revolving Advances, the applicable Revolving Interest Rate.  Whenever, subsequent to the date of this Agreement, the Base Rate is increased or decreased, the Revolving Interest Rate for Domestic Rate Loans shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the Base Rate during the time such change or changes remain in effect.  The Eurodollar Rate shall be adjusted with respect to Eurodollar Rate Loans without notice or demand of any kind on the effective date of any change in the Reserve Percentage as of such effective date.  Upon and after the occurrence of an Event of Default, and during the continuation thereof, (i) the Obligations other than Eurodollar Rate Loans shall bear interest at the applicable Revolving Interest Rate for Domestic Loans plus two percent (2%) per annum and (ii) Eurodollar Rate Loans shall bear interest at the Revolving Interest Rate for Eurodollar Rate Loans plus two percent (2%) per annum (as applicable, the Default Rate).

3.2

Letter of Credit Fees.

(a)

Borrower shall pay (x) to Agent, for the benefit of Lenders, fees for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit multiplied by three and one-quarter percent (3.25%) per annum, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable monthly in arrears on the first day of each month and on the last day of the Term and (y) to the Issuer, any and all fees and expenses as agreed upon by the Issuer and Borrower in connection with any Letter of Credit, including, without limitation, in connection with the opening, amendment or renewal of any such Letter of Credit and any acceptances created thereunder and shall reimburse Agent for any and all such fees and expenses, if any, paid by Agent to the Issuer (all of the foregoing fees, the Letter of Credit Fees).  All such charges shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject

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to rebate or proration upon the termination of this Agreement for any reason.  Any such charge in effect at the time of a particular transaction shall be the charge for that transaction, notwithstanding any subsequent change in the Issuers prevailing charges for that type of transaction.  All Letter of Credit Fees payable hereunder shall be deemed earned in full on the date when the same are due and payable hereunder and shall not be subject to rebate or proration upon the termination of this Agreement for any reason.

Upon and during the existence of an Event of Default, Borrower will cause cash to be deposited and maintained in an account with Agent, as cash collateral, in an amount equal to one hundred and five percent (105%) of the outstanding Letters of Credit, and Borrower hereby irrevocably authorizes Agent, in its discretion, on Borrowers behalf and in Borrowers name, to open such an account and to make and maintain deposits therein, or in an account opened by Borrower, in the amounts required to be made by Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of Borrower coming into any Lenders possession at any time.  Agent will invest such cash collateral (less applicable reserves) in such short-term money-market items as to which Agent and Borrower mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral.  Borrower may not withdraw amounts credited to any such account except upon payment and performance in full of all Obligations and termination of this Agreement.

3.3

Facility Fee.  If, for any month during the Term, the average daily unpaid balance of the Advances for each day of such month does not equal the Maximum Loan Amount, then Borrower shall pay to Agent for the ratable benefit of Lenders a fee at a rate equal to one-quarter of one percent (.25%) per annum on the amount by which the Maximum Revolving Advance Amount exceeds such average daily unpaid balance.  Such fee shall be payable to Agent in arrears on the last day of each month.  Borrower may permanently reduce the Maximum Loan Amount in integral multiples of $100,000 upon at least five (5) Business Days written notice to Agent not to exceed an aggregate permanent reduction in excess of $2,000,000 during the Term.

3.4

Collateral Monitoring Fee.  Borrower shall pay to Agent on the first day of each month following any month in which Agent performs any collateral monitoring - namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by Agent and which monitoring is undertaken by Agent or for Agents benefit - a collateral monitoring fee in an amount equal to $750 per day for each person (other than Agents management personnel) employed to perform such monitoring and in an amount equal to $750 per day for each manager of Agent performing such monitoring, plus all reasonable costs and disbursements incurred by Agent in the performance of such examination or analysis.  Notwithstanding the foregoing, so long as no Default or Event of Default exists, Borrower will not be charged for more than four (4) audits per year and will not be charged more than $25,000 per year.

3.5

Computation of Interest and Fees.  Interest and fees hereunder shall be computed on the basis of a year of 360 days and for the actual number of days elapsed.  If any payment to be made hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest thereon shall be payable at the applicable Revolving Interest Rate for Domestic Rate Loans during such extension.

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3.6

Maximum Charges.  In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by Borrower, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to Borrower and the provisions hereof shall be deemed amended to provide for such permissible rate.

3.7

Increased Costs.  In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by any Lender (for purposes of this Section 3.7, the term Lender shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall:

(a)

subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement or any Other Document or change the basis of taxation of payments to Agent or any Lender of principal, fees, interest or any other amount payable hereunder or under any Other Documents (except for changes in the rate of tax on the overall net income of Agent or any Lender by the jurisdiction in which it maintains its principal office);

(b)

impose, modify or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by, any office of Agent or any Lender, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or

(c)

impose on Agent or any Lender or the London interbank Eurodollar market any other condition with respect to this Agreement or any Other Document;

and the result of any of the foregoing is to increase the cost to Agent or any Lender of making, renewing or maintaining its Advances hereunder by an amount that Agent or such Lender deems to be material or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the Advances by an amount that Agent or such Lender deems to be material, then, in any case Borrower shall promptly pay Agent or such Lender, upon its demand, such additional amount as will compensate Agent or such Lender for such additional cost or such reduction, as the case may be.  Agent or such Lender shall certify the amount of such additional cost or reduced amount to Borrower, and such certification shall be conclusive absent manifest error.

3.8

Basis For Determining Interest Rate Inadequate or Unfair.  In the event that Agent or any Lender shall have determined that:

(a)

reasonable means do not exist for ascertaining the Eurodollar Rate applicable pursuant to Section 2.2 hereof for any Interest Period; or

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(b)

Dollar deposits in the relevant amount and for the relevant maturity are not available in the London interbank Eurodollar market, with respect to an outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan; or

then Agent shall give Borrower prompt written, telephonic or telegraphic notice of such determination.  If such notice is given, (i) any such requested Eurodollar Rate Loan shall be made as a Domestic Rate Loan, unless Borrower shall notify Agent no later than 9:00 a.m. (Chicago time) two (2) Business Days prior to the date of such proposed borrowing, that its request for such borrowing shall be cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan or Eurodollar Rate Loan which was to have been converted to an affected type of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate Loan, or, if Borrower shall notify Agent, no later than 9:00 a.m. (Chicago time) two (2) Business Days prior to the proposed conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any outstanding affected Eurodollar Rate Loans shall be converted into a Domestic Rate Loan, or, if Borrower shall notify Agent, no later than 9:00 a.m. (Chicago time) two (2) Business Days prior to the last Business Day of the then current Interest Period applicable to such affected Eurodollar Rate Loan, shall be converted into an unaffected type of Eurodollar Rate Loan, on the last Business Day of the then current Interest Period for such affected Eurodollar Rate Loans.  Until such notice has been withdrawn, Lenders shall have no obligation to make an affected type of Eurodollar Rate Loan or maintain outstanding affected Eurodollar Rate Loans and Borrower shall not have the right to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.

3.9

Capital Adequacy.

(a)

In the event that Agent or any Lender shall have determined that any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Agent or any Lender (for purposes of this Section 3.9, the term Lender shall include Agent or any Lender and any corporation or bank controlling Agent or any Lender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Agent or any Lenders capital as a consequence of its obligations hereunder to a level below that which Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration Agents and each Lenders policies with respect to capital adequacy) by an amount deemed by Agent or any Lender to be material, then, from time to time, Borrower shall pay upon demand to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such reduction.  In determining such amount or amounts, Agent or such Lender may use any reasonable averaging or attribution methods.  The protection of this Section 3.9 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition.

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(b)

A certificate of Agent or such Lender setting forth such amount or amounts as shall be necessary to compensate Agent or such Lender with respect to Section 3.9(a) hereof when delivered to Borrower shall be conclusive absent manifest error.

3.10

Replacement of Lenders.  If any Lender (an Affected Lender) (a) makes demand upon Borrower for (or if Borrower is otherwise required to pay) amounts pursuant to Section 3.7 or 3.9, (b) is unable to make or maintain Eurodollar Rate Loans as a result of a condition described in Section 2.2(g) or (c) is a Defaulting Lender, Borrower may, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing the Borrower to be required to pay such compensation or causing Section 2.2(g) to be applicable), or Lender Default, as the case may be, by notice (a Replacement Notice) in writing to Agent and such Affected Lender (i) request the Affected Lender to cooperate with Borrower in obtaining a replacement Lender satisfactory to Agent and Borrower (the Replacement Lender); (ii) request the non-Affected Lenders to acquire and assume all of the Affected Lenders Revolving Advances and Commitment Percentage as provided herein, but none of such Lenders shall be under an obligation to do so; or (iii) designate a Replacement Lender approved by Agent, such approval not to be unreasonably withheld or delayed.  If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected Lenders Revolving Advances and Commitment Percentage, then such Affected Lender shall assign, in accordance with Section 15.3, all of its Revolving Advances and Commitment Percentage and other rights and obligations under this Agreement and the Other Documents to such Replacement Lender or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected Lender; provided, however, that (A) such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender and/or non-Affected Lenders, as the case may be, and (B) prior to any such assignment, Borrower shall have paid to such Affected Lender all amounts properly demanded and unreimbursed under Section 3.7 and 3.9.  Upon the effective date of such assignment, Borrower shall issue a replacement Revolving Credit Note to such Replacement Lender and/or non-Affected Lenders, as the case may be, and such institution(s) shall become a Lender for all purposes under this Agreement and the other Documents.

3.11

Tax Withholding.  Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and, upon the written request of Agent, each other Lender or assignee or participant of a Lender) agrees that it will deliver to each of the Borrower and Agent two (2) duly completed appropriate valid Withholding Certificates (as defined under §1.1441-1(c)(16) of the Income Tax Regulations (Regulations)) certifying its status (i.e., U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of an income tax treaty or an exemption provided by the Internal Revenue Code.  The term Withholding Certificate means a Form W-9; a Form W-8BEN; a Form W-8ECI; a Form W-81MY and the related statements and certifications as required under §1.1441-1(e)(3) of the Regulations; a statement described in §1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Code or Regulations that certify or establish the status of a payee or beneficial owner of a U.S. or foreign person.  Each Lender, assignee or participant required to deliver to the Borrower and Agent a

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valid Withholding Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as follows:  (A) each Lender which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any interest or fees are payable by Borrower hereunder for the account of such Lender; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five (5) Business Days before the effective date of such assignment or participation (unless Agent in its sole discretion shall permit such assignee or participant to deliver such Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by Agent).  Each Lender, assignee or participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and Agent two (2) additional copies of such Withholding Certificate (or a successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or Agent.  Notwithstanding the submission of a Withholding Certificate claiming a reduced rate of, or exemption from, U.S. withholding tax, Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under §1.1441-7(b) of the Regulations.  Further, Agent is indemnified under §1.1461-1(e) of the Regulations against any claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in accordance with regulations under §1441 of the Internal Revenue Code.

IV.

COLLATERAL:  GENERAL TERMS.

4.1

Security Interest in the Collateral.  To secure the prompt payment and performance to Agent and each Lender of the Obligations, Borrower hereby assigns, pledges and grants to Agent for its benefit and for the ratable benefit of each Lender a continuing security interest in and to all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located.  Borrower shall mark its books and records as may be necessary or appropriate to evidence, protect and perfect Agents security interest and shall cause its financial statements to reflect such security interest.  Borrower shall promptly provide Agent with notice of all Commercial Tort Claims as required by Section 4.2(b).  Upon delivery of each such notice, Borrower shall be deemed to hereby grant to Agent a security interest and lien in and to such commercial tort claims and all proceeds thereof.  Notwithstanding the fact that Equipment is included in the Collateral under the terms of this Agreement, Agent and Lenders agree that they will not unreasonably withhold their consent, upon written request to Agent after that date that is six (6) months following the Closing Date, to the release of the security interest in Equipment if Borrower requests to separately finance the Equipment on terms and conditions satisfactory to Agent and the Lenders.

4.2

Perfection of Security Interest.

(a)

Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agents security interest in the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately

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discharging all Liens other than Permitted Encumbrances, (ii) using commercially reasonable efforts to obtain landlords or mortgagees lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agents security interest under the UCC or other applicable law.  Agent is hereby authorized to file financing statements signed by Agent instead of Borrower in accordance with the UCC as adopted in the State of Illinois from time to time.  By its signature hereto, Borrower hereby authorizes Agent to file against Borrower, one or more financing, continuation, or amendment statements pursuant to the UCC in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein).  All reasonable charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agents option, shall be paid to Agent for the ratable benefit of Lenders immediately upon demand.

(b)

Borrower shall (i) promptly notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights, Tangible Chattel Paper or Electronic Chattel Paper (as such terms are defined from time to time in the UCC) and, upon the request of Agent, promptly execute such other documents, and do such other acts or things deemed appropriate by Agent to deliver to Agent control with respect to such Collateral; (ii) promptly notify Agent in writing upon acquiring or otherwise obtaining any Collateral after the date hereof consisting of Documents or Instruments and, upon the request of Agent, promptly execute such other documents, and do such other acts or things deemed appropriate by Agent to deliver to Agent possession of such Documents which are negotiable and Instruments, and, with respect to nonnegotiable Documents, to have such nonnegotiable Documents issued in the name of Agent; (iii) with respect to Collateral in the possession of a third party, other than  Certificated Securities and Goods covered by a Document, obtain an acknowledgment from the third party that it is holding the Collateral for the benefit of Agent; (iv) promptly notify Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party in an amount in excess of $50,000, of the details thereof in the form of an amendment to Schedule 5.2(c) hereto, and do such other acts or things deemed appropriate by the Agent to give Agent a security interest in such Commercial Tort Claim; (v) not change its state of incorporation or organization or Type of Organization; (vi) not change its legal name without providing Agent with at least 30 days prior written notice; and (vii) reimburse the Agent for all expenses, including reasonable attorneys fees and charges (including time charges of attorneys who are employees of the Agent), incurred by the Agent in seeking to collect or enforce any rights in respect of such Collateral.  To the extent Borrower uses any of the proceeds from the Advances to purchase Collateral, Borrowers repayment of the Advances shall apply on a first-in-first-out basis so that the portion of the Loans used to purchase a particular item of Collateral shall be paid in the chronological order the Borrower purchased the Collateral.

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4.3

Disposition of Collateral.  (a) Borrower will safeguard and protect all Collateral for Agents general account and make no disposition thereof whether by sale, lease or otherwise except (a) the sale of Inventory in the ordinary course of business, (b) the sale of obsolete or excess Inventory which is not Eligible Inventory from time to time in accordance with past practices, and (c) the disposition or transfer of obsolete or worn-out Equipment or other Equipment not in use in the ordinary course of business during any fiscal year having an aggregate fair market value of not more than $100,000 and only to the extent that (i) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to Agents first priority security interest or (ii) the proceeds of which are remitted to Agent to be applied pursuant to Section 2.14.

(a)

Notwithstanding the foregoing, Borrower may enter into one or more transactions for the sale or factoring of certain Receivables of Autozone or other customers from time to time approved by Agent, provided that (i) the documents evidencing such transaction are provided to Agent for its approval, which shall not be unreasonably withheld or delayed, prior to consummating such transaction (provided, however, if Agent has previously approved the documentation for a factoring arrangement with a particular customer and Borrower desires to enter into a subsequent factoring transaction for the same customer based on the same form of documentation, Borrower will provide copies of all subsequent documentation to Agent but will not need to obtain Agents express approval for the subsequent transaction), (ii) such Receivables are no longer indicated on the Borrowing Base as Eligible Receivables, and (iii) the net proceeds (i.e., gross proceeds less the reasonable costs of such transaction) of such transaction are promptly, but in no event later than one (1) Business Day after receipt by the Borrower, paid to Agent and the Lenders as a prepayment of Revolving Advances then outstanding.

4.4

Preservation of Collateral.  During the existence of an Event of Default in addition to the rights and remedies set forth in Section 11.1 hereof, Agent:  (a) may at any time take such steps as Agent deems necessary to protect Agents interest in and to preserve the Collateral, including the hiring of such security guards or the placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of Borrowers premises a custodian who shall have full authority to do all acts necessary to protect Agents interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use Borrowers owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; and (e) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Borrowers owned or leased property.  Borrower shall cooperate fully with all of Agents efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct.  All of Agents reasonable expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be charged to Borrowers Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations.

4.5

Ownership of Collateral.  With respect to the Collateral, at the time the Collateral becomes subject to Agents security interest:  (a) Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances

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the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (b) each document and agreement executed by Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (c) all signatures and endorsements of Borrower that appear on such documents and agreements shall be genuine and Borrower shall have full capacity to execute same; and (d) Borrowers Equipment, Inventory and other Collateral shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the ordinary course of business and other dispositions permitted under Section 4.3.

4.6

Defense of Agents and Lenders Interests.  Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agents interests in the Collateral shall continue in full force and effect.  During such period Borrower shall not, without Agents prior written consent, pledge, sell (except Inventory in the ordinary course of business and other dispositions permitted under Section 4.3), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral.  Borrower shall defend Agents interests in the Collateral against any and all Persons whatsoever.  At any time following and during the continuance of an Event of Default, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including without limitation:  labels, stationery, documents, instruments and advertising materials.  If Agent exercises this right to take possession of the Collateral, Borrower shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent.  In addition, with respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the UCC or other applicable law.  During the existence of an Event of Default, Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agents order and if they shall come into Borrowers possession, they, and each of them, shall be held by Borrower in trust as Agents trustee, and Borrower will immediately deliver them to Agent in their original form together with any necessary endorsement.

4.7

Books and Records.  Borrower shall (a) keep proper books of record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs; (b) set up on its books accruals with respect to all taxes, assessments, charges, levies and claims; and (c) on a reasonably current basis set up on its books, from its earnings, allowances against doubtful Receivables, advances and investments and all other proper accruals (including without limitation by reason of enumeration, accruals for premiums, if any, due on required payments and accruals for depreciation, obsolescence, or amortization of properties), which should be set aside from such earnings in connection with its business.  All determinations pursuant to this subsection shall be made in accordance with, or as required by, GAAP consistently applied in the opinion of such independent public accountant as shall then be regularly engaged by Borrower.

4.8

Financial Disclosure.  Borrower hereby irrevocably authorizes and directs all accountants and auditors employed by Borrower at any time during the Term to exhibit and deliver to Agent and each Lender copies of any of Borrowers financial statements, trial balances

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or other accounting records of any sort in the accountants or auditors possession, and to disclose to Agent and each Lender any information such accountants may have concerning Borrowers financial status and business operations.  Borrower hereby authorizes all federal, state and municipal authorities to furnish to Agent and each Lender copies of reports or examinations relating to Borrower, whether made by Borrower or otherwise; however, Agent and each Lender will attempt to obtain such information or materials directly from Borrower prior to obtaining such information or materials from such accountants or such authorities.

4.9

Compliance with Laws.  Borrower shall comply in all material respects with all acts, rules, regulations and orders of any legislative, administrative or judicial body or official applicable to the Collateral or any part thereof or to the operation of Borrowers business the non-compliance with which could reasonably be expected to have a Material Adverse Effect on Borrower.  Borrower may, however, contest or dispute any acts, rules, regulations, orders and directions of those bodies or officials in any reasonable manner, provided that any related Lien is inchoate or stayed and sufficient reserves are established to the reasonable satisfaction of Agent to protect Agents Lien on or security interest in the Collateral.  The Collateral and all other assets of Borrower at all times shall be maintained in accordance with the requirements of all insurance carriers which provide insurance with respect to the Collateral and all other assets of Borrower so that such insurance shall remain in full force and effect.

4.10

Inspection of Premises.  At all reasonable times and upon reasonable advance notice (so long as no Default or Event of Default exists) Agent and each Lender shall have full access to and the right to audit, check, inspect and make abstracts and copies from Borrowers books, records, audits, correspondence and all other papers relating to the Collateral and the operation of Borrowers business.  Upon reasonable advance notice and at reasonable intervals (so long as no Default or Event of Default exists) Agent, any Lender and their agents may enter upon any of Borrowers premises at any time during business hours and at any other reasonable time, and from time to time, for the purpose of inspecting the Collateral and any and all records pertaining thereto and the operation of Borrowers business.

4.11

Insurance.  Borrower shall bear the full risk of any loss of any nature whatsoever with respect to the Collateral.  At Borrowers own cost and expense in amounts and with carriers acceptable to Agent, Borrower shall (a) keep all its insurable properties and properties in which Borrower has an interest insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to Borrowers including, without limitation, business interruption insurance; (b) maintain a bond in such amounts as is customary in the case of companies engaged in businesses similar to Borrower insuring against larceny, embezzlement or other criminal misappropriation of insureds officers and employees who may either singly or jointly with others at any time have access to the assets or funds of Borrower either directly or through authority to draw upon such funds or to direct generally the disposition of such assets; (c) maintain public and product liability insurance against claims for personal injury, death or property damage suffered by others; (d) maintain all such workers compensation or similar insurance as may be required under the laws of any state or jurisdiction in which Borrower is engaged in business; (e) furnish Agent with (i) copies of all policies and evidence of the maintenance of such policies by the renewal thereof at least thirty (30) days before any expiration date, and (ii) appropriate loss payable endorsements in form and substance

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satisfactory to Agent, naming Agent as a co-insured and loss payee as its interests may appear with respect to all insurance coverage referred to in clauses (a), and (c) above (provided, however, that with respect to property insurance, Agent will be named as loss payee only with respect to personal property, not real property, of Borrower), and providing (A) that all proceeds thereunder with respect to personal property losses shall be payable to Agent (other than business interruption so long as no Event of Default is continuing), (B) no such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy, and (C) that such policy and loss payable clauses may not be cancelled, amended or terminated unless at least thirty (30) days prior written notice is given to Agent.  In the event of any loss thereunder with respect to Borrowers personal property, the carriers named therein hereby are directed by Agent and Borrower to make payment for such loss to Agent and not to Borrower and Agent jointly.  If any insurance losses are paid by check, draft or other instrument payable to Borrower and Agent jointly, Agent may endorse Borrowers name thereon and do such other things as Agent may deem advisable to reduce the same to cash.  Agent is hereby authorized to adjust and compromise claims under insurance coverage referred to in clauses (a), and (b) above (other than business interruption so long as no Event of Default is continuing).  All loss recoveries received by Agent upon any such insurance may be applied to the Obligations then due and payable, in such order as Agent in its sole discretion shall determine.  Any surplus shall be paid by Agent to Borrower or applied as may be otherwise required by law.  Any deficiency thereon shall be paid by Borrower to Agent, on demand.  Anything hereinabove to the contrary notwithstanding, and subject to the fulfillment of the conditions set forth below, Agent shall remit to Borrower insurance proceeds received by Agent during any calendar year under insurance policies procured and maintained by Borrower which insure Borrowers insurable personal properties to the extent such insurance proceeds do not exceed $250,000 in the aggregate during such calendar year or $100,000 per occurrence.  In the event the amount of insurance proceeds received by Agent for any occurrence exceeds $100,000, then Agent shall not be obligated to remit the insurance proceeds to Borrower unless Borrower shall provide Agent with evidence reasonably satisfactory to Agent that the insurance proceeds will be used by Borrower to repair, replace or restore the insured property which was the subject of the insurable loss.  In the event Borrower have previously received (or, after giving effect to any proposed remittance by Agent to Borrower would receive) insurance proceeds which equal or exceed $250,000 in the aggregate during any calendar year, then Agent shall not be obligated to remit the insurance proceeds to Borrower unless Borrower shall provide Agent with evidence reasonably satisfactory to Agent that the insurance proceeds will be used by Borrower to repair, replace or restore the insured property which was the subject of the insurable loss.  The agreement of Agent to remit insurance proceeds in the manner above provided shall be subject in each instance to satisfaction of each of the following conditions:  (x) No Event of Default or Default shall then have occurred, and (y) Borrower shall use such insurance proceeds to repair, replace or restore the insurable property which was the subject of the insurable loss and for no other purpose.

4.12

Failure to Pay Insurance.

(a)

If Borrower fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of Borrower, and charge Borrowers Account therefor as a Revolving Advance of a Domestic Rate Loan and such expenses so paid shall be part of the Obligations.

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(b)

Unless Borrower provides Agent with evidence of the insurance coverage required by this Agreement, the Agent may purchase insurance at the expense of Borrower to protect the Agents and the Lenders interests in the Collateral.  This insurance may, but need not, protect the Borrowers interests.  The coverage that the Agent purchases may not pay any claim that is made against the Borrower in connection with the Collateral.  The Borrower may later cancel any insurance purchased by the Agent, but only after providing the Agent with evidence that the Borrower have obtained insurance as required by this Agreement.  If the Agent purchases insurance for the Collateral, the Borrower will be responsible for the costs of that insurance, including interest and any other charges that may be imposed 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 the amount of the Obligations.  The costs of the insurance may be more than the cost of the insurance the Borrower may be able to obtain.

4.13

Payment of Taxes.  Borrower will pay, when due, all taxes, assessments and other Charges lawfully levied or assessed upon Borrower or any of the Collateral including, without limitation, real and personal property taxes, assessments and charges and all franchise, income, employment, social security benefits, withholding, and sales taxes.  If any tax by any governmental authority is or may be imposed on or as a result of any transaction between Borrower and Agent or any Lender which Agent or any Lender may be required to withhold or pay or if any taxes, assessments, or other Charges remain unpaid after the date fixed for their payment, or if any claim shall be made which, in Agents or any Lenders opinion, may possibly create a valid Lien on the Collateral, Agent may without notice to Borrower pay the taxes, assessments or other Charges and Borrower hereby indemnifies and holds Agent and each Lender harmless in respect thereof.  So long as no Event of Default exists, Agent will not pay any taxes, assessments or Charges to the extent that Borrower has contested or disputed those taxes, assessments or Charges in good faith, by expeditious protest, administrative or judicial appeal or similar proceeding (and Borrower has notified Agent in writing of such contest) provided that any related tax lien is stayed and sufficient reserves are established to the reasonable satisfaction of Agent to protect Agents security interest in or Lien on the Collateral.  The amount of any payment by Agent under this Section 4.13 shall be charged to Borrowers Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations and, until Borrower shall furnish Agent with an indemnity therefor (or supply Agent with evidence satisfactory to Agent that due provision for the payment thereof has been made), Agent may hold without interest any balance standing to Borrowers credit and Agent shall retain its security interest in any and all Collateral held by Agent.

4.14

Payment of Leasehold Obligations.  Borrower shall at all times pay, when and as due, its rental obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect and, at Agents request will provide evidence of having done so.

4.15

Receivables.

(a)

Nature of Receivables.  Each of the Receivables shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease

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and delivery of goods upon stated terms of Borrower, or work, labor or services theretofore rendered by Borrower as of the date each Receivable is created.  Same shall be due and owing in accordance with Borrowers standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by Borrower to Agent.

(b)

Solvency of Customers.  Each Customer, to the best of Borrowers knowledge, as of the date each Receivable is created, is and will be solvent and able to pay all Receivables on which the Customer is obligated in full when due or with respect to such Customers of Borrower who are not solvent Borrower has set up on its books and in its financial records bad debt reserves adequate to cover such Receivables.

(c)

Locations of Borrower.  Borrowers chief executive office is located at the addresses set forth on Schedule 4.15(c) hereto.  Until written notice is given to Agent by Borrower of any other office at which Borrower keeps its records pertaining to Receivables, all such records shall be kept at such executive office.

(d)

Collection of Receivables; Blocked Accounts.  Borrower shall direct all Customers to deliver all checks, drafts, notes, money orders, acceptances and cash to one of the Blocked Accounts.  To the extent any of the foregoing are delivered directly to Borrower, Borrower shall hold such payments in trust for Agent and shall not commingle such collections with any of Borrowers funds or use the same and shall remit such payments to Agent or deposit such payments in the Blocked Accounts, in original form and as promptly as possible, but in no event later than one Business Day after its receipt thereof.

(e)

Notification of Assignment of Receivables.  At any time during the existence of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agents security interest in, the Receivables to any and all Customers or any third party holding or otherwise concerned with any of the Collateral.  Thereafter, Agent shall have the sole right to collect the Receivables, take possession of the Collateral, or both.  Agents actual collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be charged to Borrowers Account and added to the Obligations.

(f)

Power of Agent to Act on Borrowers Behalf.  During the existence of an Event of Default, Agent shall have the right to receive, endorse, assign  and/or deliver in the name of Agent or Borrower any and all checks, drafts and other instruments for the payment of money relating to the Receivables, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed.  During the existence of an Event of Default Borrower hereby constitutes Agent or Agents designee as Borrowers attorney with power (i) to endorse Borrowers name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign Borrowers name on any invoice or bill of lading relating to any of the Receivables, drafts against Customers, assignments and verifications of Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to sign Borrowers name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agents interest in the Collateral and to file same; (v) to demand payment of the Receivables; (vi) to enforce payment of the Receivables by legal proceedings or otherwise; (vii) to exercise all of Borrowers rights and remedies with

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respect to the collection of the Receivables and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Receivables; (ix) to settle, adjust or compromise any legal proceedings brought to collect Receivables; (x) to prepare, file and sign Borrowers name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign Borrowers name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables; and (xii) to do all other acts and things necessary to carry out this Agreement, provided that Agent shall only exercise the rights described in clauses (vi) through (ix) inclusive during the existence of a Default or Event of Default.  All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid.  Agent shall have the right at any time during the existence of an Event of Default or Default, to change the address for delivery of mail addressed to Borrower to such address as Agent may designate and to receive, open and dispose of all mail addressed to Borrower.

(g)

No Liability.  Neither Agent nor any Lender shall, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof, or for any damage resulting therefrom.  Following the occurrence of an Event of Default or Default Agent may, without notice or consent from Borrower, sue upon or otherwise collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Receivables or any other securities, instruments or insurance applicable thereto and/or release any obligor thereof.  Agent is authorized and empowered to accept following the occurrence of an Event of Default or Default the return of the goods represented by any of the Receivables, without notice to or consent by Borrower, all without discharging or in any way affecting Borrowers liability hereunder.

(h)

Establishment of a Lockbox Account, Dominion Account.  All proceeds of Collateral shall, at the direction of Agent, be deposited by Borrower into a lockbox account, dominion account or such other blocked account (Blocked Accounts) as Agent may require pursuant to an arrangement with Agent or such bank as may be selected by Borrower and be acceptable to Agent.  Borrower shall issue to any such bank, an irrevocable letter of instruction directing said bank to transfer such funds so deposited to Agent, either to any account maintained by Agent at said bank or by wire transfer to appropriate account(s) of Agent.  All funds deposited in such Blocked Account shall immediately become controlled by Agent and may be applied to the Obligations and Borrower shall obtain the agreement by such bank to waive any offset rights against the funds so deposited (other than with respect to returned checks, or other unpaid items and bank fees).  Neither Agent nor any Lender assumes any responsibility for such blocked account arrangement, including without limitation, any claim of accord and satisfaction or release with respect to deposits accepted by any bank thereunder.  Alternatively, Agent may establish depository accounts (Depository Accounts) in the name of Agent or in which Agent is granted legal control at a bank or banks for the deposit of such funds and Borrower shall deposit all proceeds of Collateral or cause same to be deposited, in kind, in such Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.  The Borrower shall deliver to Agent, with respect to each Deposit Account maintained by Borrower as of the Closing Date and listed on Schedule 5.2(c) hereof, and each Deposit Account opened by Borrower after

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the Closing Date, a Deposit Account Control Agreement or similar agreement in which such bank acknowledges the lien and control of Agent in such Deposit Account.

(i)

Adjustments.  Borrower will not, without Agents consent, compromise or adjust any material amount of the Receivables (or extend the time for payment thereof) or accept any material returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the business of Borrower.

4.16

Inventory.  To the extent Inventory held for sale or lease has been produced by Borrower, it has been and will be produced by Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.  Borrower shall provide appraisals of the Inventory of Borrower, performed by an appraisal firm satisfactory to Agent, at the expense of Borrower, at least once during every 360 days during the Term.

4.17

Maintenance of Equipment.  The Equipment shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the Equipment shall be maintained and preserved.  Borrower shall not use or operate the Equipment in violation of any law, statute, ordinance, code, rule or regulation.

4.18

Exculpation of Liability.  Nothing herein contained shall be construed to constitute Agent or any Lender as Borrowers agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof.  Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of Borrowers obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by Borrower of any of the terms and conditions thereof.

4.19

Environmental Matters.

(a)

Except as set forth on Schedule 5.7, Borrower shall ensure that the Real Property and all operations thereon, remains in compliance with all Environmental Laws and they shall not place or permit to be placed any Hazardous Substances on, or Release any hazardous Substance on or from, any Real Property except as permitted by applicable law or appropriate governmental authorities.

(b)

Borrower shall use commercially reasonable efforts in accordance with past practices to monitor continued compliance with all applicable Environmental Laws which system shall include periodic reviews of such compliance.

(c)

Borrower shall (i) in connection with the use of the Real Property maintain compliance with any applicable Environmental Laws and (ii) dispose of any and all Hazardous Waste generated at the Real Property only at facilities and with carriers that maintain valid permits under RCRA and any other applicable Environmental Laws.  Borrower shall use its best efforts to obtain certificates of disposal, such as hazardous waste manifest receipts, from all

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treatment, transport, recycling, storage or disposal facilities or operators employed by Borrower in connection with the transport or disposal of any Hazardous Waste generated at the Real Property.

(d)

In the event Borrower obtains, gives or receives notice of any Release or threat of Release of a reportable quantity of any Hazardous Substances at the Real Property (any such event being hereinafter referred to as a Hazardous Discharge) or receives any notice of violation, request for information or notification that it is potentially responsible for investigation or cleanup of environmental conditions at the Real Property, demand letter or complaint, order, citation, or other written notice with regard to any Hazardous Discharge or violation of Environmental Laws affecting the Real Property or Borrowers interest therein (any of the foregoing is referred to herein as an Environmental Complaint) from any Person, including any state or local agency responsible in whole or in part for environmental matters in the state in which the Real Property is located or the United States Environmental Protection Agency (any such person or entity hereinafter the Authority), then Borrower shall, within five (5) Business Days, give written notice of same to Agent detailing facts and circumstances of which Borrower is aware giving rise to the Hazardous Discharge or Environmental Complaint.  Such information is to be provided to allow Agent to protect its security interest in the Real Property and the Collateral and is not intended to create nor shall it create any obligation upon Agent or any Lender with respect thereto.

(e)

Borrower shall promptly forward to Agent copies of any request for information, notification of potential liability, or demand letter relating to potential responsibility with respect to the investigation or cleanup of Hazardous Substances at any other site owned, operated or used by Borrower to dispose of Hazardous Substances, or for which Borrower has or is alleged or claimed to have any liability or obligations, and shall continue to forward copies of correspondence between Borrower and the Authority regarding such claims to Agent until the claim is settled.  Borrower shall promptly forward to Agent copies of all documents and reports concerning a Hazardous Discharge at the Real Property that Borrower is required to file under any Environmental Laws.  Such information is to be provided solely to allow Agent to protect Agents security interest in the Real Property and the Collateral.

(f)

Borrower shall respond promptly to any Hazardous Discharge or Environmental Complaint and take all necessary action in order to safeguard the health of any Person and to avoid subjecting the Collateral or Real Property to any Lien.  If Borrower shall fail to respond promptly to any Hazardous Discharge or Environmental Complaint or Borrower shall fail to comply with any of the requirements of any Environmental Laws, Agent on behalf of Lenders may, but without the obligation to do so, for the sole purpose of protecting Agents interest in Collateral:  (A) give such notices or (B) enter onto the Real Property (or authorize third parties to enter onto the Real Property) and take such actions as Agent (or such third parties as directed by Agent) deem reasonably necessary or advisable, to clean up, remove, mitigate or otherwise deal with any such Hazardous Discharge or Environmental Complaint.  All reasonable costs and expenses incurred by Agent and Lenders (or such third parties) in the exercise of any such rights, including any sums paid in connection with any judicial or administrative investigation or proceedings, fines and penalties, together with interest thereon from the date expended at the Default Rate for Domestic Rate Loans constituting Revolving Advances shall be paid upon demand by Borrower, and until paid shall be added to and become a part of the

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Obligations secured by the Liens created by the terms of this Agreement or any other agreement between Agent, any Lender and Borrower.  Notwithstanding anything to the contrary herein, vigorously contesting any allegation or demand that Borrower considers to be untrue or legally unwarranted shall not be considered to constitute a failure to comply with any requirements of Environmental Law or a failure to respond promptly to any Hazardous Discharge or Environmental Complaint.

(g)

At such time as Agent may reasonably request in writing from time to time, Borrower shall provide Agent, at Borrowers expense, with an environmental site assessment or environmental audit or compliance report prepared by an environmental engineering firm acceptable in the reasonable opinion of Agent, to assess with a reasonable degree of certainty the existence of a Hazardous Discharge and the potential costs in connection with abatement, cleanup and removal of any Hazardous Substances found on, under, at or within the Real Property.  Any report or investigation of such Hazardous Discharge proposed and acceptable to an appropriate Authority that is charged to oversee the clean-up of such Hazardous Discharge shall be acceptable to Agent.

(h)

Borrower shall defend and indemnify Agent and Lenders and hold Agent, Lenders and their respective employees, agents, directors and officers harmless from and against all loss, liability, damage and expense, claims, costs, fines and penalties, including attorneys fees, suffered or incurred by Agent or Lenders under or on account of any Environmental Laws, including, without limitation, the assertion of any Lien thereunder, with respect to any Hazardous Discharge, any Release of Hazardous Substance or Hazardous Waste related to or arising out of Borrowers business, the presence of any Hazardous Substances affecting the Real Property, whether or not the same originates or emerges from the Real Property or any contiguous real estate, including any loss of value of the Real Property as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable to any Hazardous Discharge resulting from actions on the part of Agent or any Lender.  Borrowers obligations under this Section 4.19 shall arise upon the discovery of the presence of any Hazardous Substances at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Substances.  Borrowers obligation and the indemnifications hereunder shall survive the termination of this Agreement.

(i)

For purposes of Section 4.19 and 5.7, all references to Real Property shall be deemed to include all of Borrowers right, title and interest in and to its owned and leased premises.

4.20

Financing Statements.  Borrower hereby authorizes the Agent to file all financing statements and any amendment thereto, deemed appropriate by the Agent in connection with the perfection of a security interest in the Collateral (and will pay the cost of filing or recording the same in all public offices deemed necessary or desirable by the Agent).

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V.

REPRESENTATIONS AND WARRANTIES.

Borrower represents and warrants as follows:

5.1

Authority.  Borrower has full power, authority and legal right to enter into this Agreement and the Other Documents and to perform all its respective Obligations hereunder and thereunder.  This Agreement and the Other Documents constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors rights generally.  The execution, delivery and performance of this Agreement and of the Other Documents (a) are within Borrowers corporate powers, have been duly authorized, are not in contravention of law or the terms of Borrowers by-laws, certificate of incorporation or other applicable documents relating to Borrowers formation or to the conduct of Borrowers business or of any material agreement or undertaking to which Borrower is a party or by which Borrower is bound, and (b) will not conflict with nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien except Permitted Encumbrances upon any asset of Borrower under the provisions of any agreement, charter document, instrument, by-law, or other instrument to which Borrower is a party or by which it or its property may be bound.

5.2

Formation and Qualification.

(a)

Schedule 5.2(a) hereto sets forth (i) the exact legal name of Borrower, (ii) the state in which Borrower is incorporated or organized and in good standing, and (iii) each state in which Borrower is qualified to do business and is in good standing which constitute all states in which qualification and good standing are necessary for Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect on Borrower.  Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws or limited liability company operating agreement and articles of organizations or certificate of formation and will promptly notify Agent in writing (with copies thereof) of any amendment or changes thereto.

(b)

The only Subsidiaries of Borrower are listed on Schedule 5.2(b).

(c)

Schedule 5.2(c) hereto contains (i) a complete listing of all of Borrowers Instruments, Deposit Accounts, Investment Property, Letter-of-Credit Rights, Chattel paper, Documents and Commercial Tort Claims; (ii) a complete listing of the name and address of each bailee, warehousemen, landlord or other third parties at which any Collateral or other assets of Borrower is now or will at any time hereafter be located; and (iii) a complete listing of all of Borrowers Collateral which is subject to certificate of title statutes.

5.3

Survival of Representations and Warranties.  All representations and warranties of Borrower contained in this Agreement and the Other Documents shall be true at the time of Borrowers execution of this Agreement and the Other Documents, and shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

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5.4

Tax Returns.  Borrowers federal tax identification number is set forth on Schedule 5.4.  Borrower has filed all federal, state and local tax returns and other reports each is required by law to file and has paid all taxes, assessments, fees and other governmental charges that are due and payable.  Federal, state and local income tax returns of Borrower have been examined and reported upon by the appropriate taxing authority or closed by applicable statute and satisfied for all fiscal years prior to and including the fiscal year ending December 31, 2002.  The provision for taxes on the books of Borrower is adequate for all years not closed by applicable statutes, and for its current fiscal year, and Borrower has no any knowledge of any deficiency or additional assessment in connection therewith not provided for on its books.

5.5

Financial Statements.

(a)

The pro forma balance sheet of Borrower on a consolidated basis (the Pro Forma Balance Sheet) furnished to Agent on the Closing Date is accurate, complete and correct and fairly reflects the financial condition of Borrower as of the Closing Date, and has been prepared in accordance with GAAP, consistently applied.  The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by the President and Chief Financial Officer of Borrower.  All financial statements referred to in this subsection 5.5(a), including the related schedules and notes thereto, have been prepared, in accordance with GAAP, except as may be disclosed in such financial statements.

(b)

The twelve-month cash flow projections of Borrower and its projected balance sheets as of the Closing Date, copies of which are annexed hereto as Exhibit 5.5(b) (the Projections) were prepared by the Chief Financial Officer of Borrower, are based on underlying assumptions which provide a reasonable basis for the projections contained therein (including, without limitation, reflecting the recent sale of the Pennsylvania real estate, the refinancing of the Hope, Arkansas real estate and refinancing of the Congress Financial credit facility) and reflect Borrowers judgment based on present circumstances of the most likely set of conditions and course of action for the projected period.  The cash flow Projections together with the Pro Forma Balance Sheet, are referred to as the Pro Forma Financial Statements.

5.6

Corporate Name.  Borrower has not been known by any other corporate name in the past five years and does not sell Inventory under any other name except as set forth on Schedule 5.6, nor has Borrower been the surviving corporation of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years, except as set forth on Schedule 5.6.

5.7

O.S.H.A. and Environmental Compliance.

(a)

Except as set forth on Schedule 5.7, Borrower and its facilities, business, operations, assets, property, leaseholds and Equipment are in compliance in all material respects with, the provisions of the Federal Occupational Safety and Health Act, the Environmental Protection Act, RCRA and all other Environmental Laws; there have been no outstanding citations, notices or orders of non-compliance issued to Borrower or relating to its business, operations, assets, property, leaseholds or Equipment under any such laws, rules or regulations.

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(b)

Borrower has been issued all required federal, state and local licenses, certificates or permits relating to all applicable Environmental Laws and is in compliance therewith except where the failure to have such licenses, certificates or permits could have a Material Adverse Effect.

(c)

Except to the extent disclosed on Schedule 5.7 hereto (i) there are no visible signs of releases, spills, discharges, leaks or disposal (collectively referred to as Releases) of Hazardous Substances at, upon, under or within any Real Property or any premises owned or leased by Borrower; and there have been no such Releases of Hazardous Substances in violation of Environmental Laws for which Borrower is potentially liable at, upon, under or within any property, wherever located regardless of whether owned or leased by Borrower, (ii) there are no underground storage tanks or polychlorinated biphenyls on the Real Property or any premises leased by Borrower; (iii) neither the Real Property nor any premises leased by Borrower has ever been used as a treatment, storage or disposal facility of Hazardous Waste; (iv) no Hazardous Substances are present on the Real Property or any premises leased by Borrower, excepting such quantities as are handled in accordance with all applicable manufacturers instructions and governmental regulations and in proper storage containers and as are necessary for the operation of the commercial business of Borrower or of its tenants; and (v) without limiting the generality of the foregoing, there are no other facts, events or conditions relating to past or present operations of Borrower which would give rise to any liability or investigative, corrective or remedial obligation under Environmental Laws.

5.8

Solvency; No Litigation, Violation, Indebtedness or Default.

(a)

Borrower is solvent, able to pay its debts as they mature, has capital sufficient to carry on its business and all businesses in which it is  about to engage, and (i) as of the Closing Date, the fair present saleable value of its assets, calculated on a going concern basis, is in excess of the amount of its liabilities and (ii) subsequent to the Closing Date, the fair saleable value of its assets (calculated on a going concern basis) will be in excess of the amount of its liabilities.

(b)

Except as disclosed in Schedule 5.8(b), Borrower has no (i) pending or threatened litigation, arbitration, actions or proceedings which involve the possibility of having a Material Adverse Effect on Borrower, and (ii) any liabilities nor indebtedness for borrowed money other than the Obligations.

(c)

Borrower is not in violation of any applicable statute, regulation or ordinance in any respect which could reasonably be expected to have a Material Adverse Effect on Borrower, nor is Borrower in violation of any order of any court, governmental authority or arbitration board or tribunal.

(d)

Neither Borrower nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.8(d) hereto.  Except as set forth in Schedule 5.8(d), (i) no Plan has incurred any accumulated funding deficiency, as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and Borrower and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is

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intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code, (iii) neither Borrower nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) neither Borrower nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither Borrower nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither Borrower nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability, (viii) neither Borrower nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) Borrower and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CFR §2615.3 has not been waived, (xi) neither Borrower nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any plan existing for the benefit of persons other than employees or former employees of Borrower and any member of the Controlled Group, and (xii) neither Borrower nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980.

5.9

Patents, Trademarks, Copyrights and Licenses.  All patents, patent applications, trademarks, trademark applications, service marks, service mark applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and  licenses owned or utilized by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license which if adversely decided could have a Material Adverse Effect and Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto.  Each material patent, patent application, patent license, trademark, trademark application, trademark license, service mark, service mark application, service mark license, design right, copyright, copyright application and copyright license owned or held by Borrower and all material trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof.  Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof.  With respect to all material software used by Borrower, Borrower is in possession of all required licenses related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement and material license being listed on Schedule 5.9 hereto.

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5.10

Licenses and Permits.  Except as set forth in Schedule 5.10, Borrower (a) is in compliance with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable federal, state, provincial or local law or regulation for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business and where the failure to procure such licenses or permits could have a Material Adverse Effect on Borrower.

5.11

Default of Indebtedness.  Borrower is not in default in the payment of the principal of or interest on any Indebtedness or under any instrument or agreement under or subject to which any Indebtedness has been issued and no event has occurred under the provisions of any such instrument or agreement which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.

5.12

No Default.  Borrower is not in default in the payment or performance of any of its contractual obligations in excess of $50,000 and no Default has occurred.

5.13

No Burdensome Restrictions.  Borrower is not party to any contract or agreement the performance of which could have a Material Adverse Effect on Borrower.  Borrower has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien which is not a Permitted Encumbrance.

5.14

No Labor Disputes.  Borrower is not involved in any labor dispute; there are no strikes or walkouts or union organization of Borrowers employees threatened or in existence and no labor contract is scheduled to expire during the Term other than as set forth on Schedule 5.14 hereto.

5.15

Margin Regulations.  Borrower is not engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any margin stock within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect.  No part of the proceeds of any Advance will be used for purchasing or carrying margin stock as defined in Regulation U of such Board of Governors.

5.16

Investment Company Act.  Borrower is not an investment company registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company.

5.17

Disclosure.  No representation or warranty made by Borrower in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith contains any untrue statement of a material fact or omits to state any fact necessary to make the statements herein or therein not misleading.  There is no fact known to Borrower which Borrower has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect on Borrower.

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5.18

Swaps.  Borrower is not a party to, nor will it be a party to, any swap agreement whereby Borrower has agreed or will agree to swap interest rates or currencies unless same provides that damages upon termination following an event of default thereunder are payable on an unlimited two-way basis without regard to fault on the part of either party.

5.19

Conflicting Agreements.  No provision of any mortgage, indenture, contract, agreement, judgment, decree or order binding on Borrower or affecting the Collateral conflicts with, or requires any Consent which has not already been obtained to, or would in any way prevent the execution, delivery or performance of, the terms of this Agreement or the Other Documents.

5.20

Application of Certain Laws and Regulations.  Neither Borrower nor any Affiliate of Borrower is subject to any statute, rule or regulation which regulates the incurrence of any Indebtedness by Borrower, including without limitation, statutes or regulations relative to common or interstate carriers or to the sale of electricity, gas, steam, water, telephone, telegraph or other public utility services.

5.21

Business and Property of Borrower.  Upon and after the Closing Date, Borrower does not propose to engage in any business other than remanufacturing and selling replacement fuel system components and related products and remanufacturing and selling replacement electrical and mechanical products for certain automobile, agricultural, marine, original equipment applications and other motorized equipment, and activities necessary to conduct the foregoing; provided, however, that Agent shall not unreasonably withhold its consent to such other lines of business as Borrower may request.  On the Closing Date, Borrower will own or hold under leasehold all the property and possess all of the rights and Consents necessary for the conduct of the business of Borrower.

5.22

Section 20 Subsidiaries.  Borrower does not intend to use and shall not use any portion of the proceeds of the Advances, directly or indirectly, to purchase during the underwriting period, or for 30 days thereafter, Ineligible Securities being underwritten by a Section 20 Subsidiary.

5.23

Anti-Terrorism Laws.

(a)

General.  Neither Borrower nor any Affiliate of Borrower is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any Anti-Terrorism Law.

(b)

Executive Order No. 13224.  Neither Borrower nor any Affiliate of Borrower is any of the following (each a Blocked Person):

(i)

a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

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(ii)

a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iii)

a Person or entity that commits, threatens or conspires to commit or supports terrorism as defined in Executive Order No. 13224;

(iv)

a Person or entity that is named as a specially designated national on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or

(v)

a Person or entity who is affiliated with a Person or entity listed above.

Neither Borrower nor any Affiliate of Borrower (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.

VI.

AFFIRMATIVE COVENANTS.

Borrower shall, until payment in full of the Obligations and termination of this Agreement:

6.1

Payment of Fees.  Pay to Agent on demand all usual and customary fees and expenses which Agent incurs in connection with (a) the forwarding of Advance proceeds and (b) the establishment and maintenance of any Blocked Accounts or Depository Accounts as provided for in Section 4.15(h).  Agent may, without making demand, charge Borrowers Account for all such fees and expenses.

6.2

Conduct of Business and Maintenance of Existence and Assets.  (a) Conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including, without limitation, all material licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions necessary to enforce and protect the validity of any material intellectual property right or other material right included in the Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect on Borrower; and (c) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect on Borrower.

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6.3

Violations.  Promptly notify Agent in writing of any violation of any law, statute, regulation or ordinance of any Governmental Body, or of any agency thereof, applicable to Borrower which could reasonably be expected to have a Material Adverse Effect on Borrower.

6.4

Government Receivables.  To the extent requested by Agent, take all steps necessary to protect Agents interest in the Collateral under the Federal Assignment of Claims Act or other applicable state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of contracts between Borrower and the United States, any state or any department, agency or instrumentality of any of them.

6.5

Fixed Charge Coverage Ratio.  Maintain a Fixed Charge Coverage of not less than that set forth below for the applicable period:



|Period Ending                                                                                                           | Fixed ChargeCoverage Ratio
|----------------------------------------------------------------------------------------------------------------------- | --------------------------
|(a)
For the 6 months ending December 31, 2004                                                                           | 1.5 to 1.0                
|(b)
For the 9 months ending March 31, 2005                                                                              | 1.5 to 1.0                
|(c)
For the 12 months ending June 30, 2005                                                                              | 1.5 to 1.0                
|(d)
As at the last day of the month ending each fiscal quarter thereafter, for the four (4) fiscal quarters then ending | 1.5 to 1.0                



6.6

Execution of Supplemental Instruments.  Execute and deliver to Agent from time to time, upon demand, such supplemental agreements, statements, assignments and transfers, or instructions or documents relating to the Collateral, and such other instruments as Agent may reasonably request, in order that the full intent of this Agreement may be carried into effect.

6.7

Payment of Indebtedness.  Pay, discharge or otherwise satisfy at or before maturity (subject, where applicable, to specified grace periods and, in the case of the trade payables, to normal payment practices) all its obligations and liabilities of whatever nature, except when the failure to do so could not reasonably be expected to have a Material Adverse Effect or when the amount or validity thereof is currently being contested in good faith by appropriate proceedings and Borrower shall have provided for such reserves as Agent may reasonably deem proper and necessary, subject at all times to any applicable subordination arrangement in favor of Lenders.

6.8

Standards of Financial Statements.  Cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.12 and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).

6.9

Tax Shelter Regulations.  Notify Agent, and promptly after Borrower has notified Agent of any intention by Borrower to treat the Loans and/or Letters of Credit as being a

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reportable transaction (within the meaning of Treasury Regulation Section 1.6011-4), such Borrower will provide Agent a duly completed copy of IRS Form 8886 or any successor form.

VII.

NEGATIVE COVENANTS.

Borrower shall not, until satisfaction in full of the Obligations and termination of this Agreement:

7.1

Merger, Consolidation, Acquisition and Sale of Assets.

(a)

Enter into any merger, consolidation or other reorganization with or into any other Person or acquire, without the prior written consent of Agent and the Lenders, such consent not to be unreasonably withheld or delayed, all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

(b)

Sell, lease, transfer or otherwise dispose of any of its properties or assets, except in the ordinary course of its business and except as provided in Section 4.3.

7.2

Creation of Liens.  Create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter acquired, except Permitted Encumbrances.

7.3

Guarantees.  Become liable upon the obligations of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Lenders) except the endorsement of checks in the ordinary course of business.

7.4

Investments.  Purchase or acquire obligations or stock of, or any other interest in, any Person, except (a) obligations issued or guaranteed by the United States of America or any agency thereof, (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating), (c) certificates of time deposit and bankers acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (i) such bank has a combined capital and surplus of at least $500,000,000, or (ii) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating agency, and (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof.

7.5

Loans.  Make advances, loans or extensions of credit to any Person, including without limitation, any Parent, Subsidiary or Affiliate except with respect to (a) the extension of commercial trade credit in connection with the sale of Inventory in the ordinary course of its business.

7.6

Capital Expenditures.  Contract for, purchase or make any Capital Expenditure or commitments for Capital Expenditures in any fiscal year in an aggregate amount for Borrower in excess of $750,000.

7.7

Dividends.  Declare, pay or make any dividend or distribution on any shares of the common stock or preferred stock of Borrower (other than dividends or distributions payable

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in its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any common or preferred stock, or of any options to purchase or acquire any such shares of common or preferred stock of Borrower.

7.8

Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness (exclusive of trade debt) except in respect of:

(i)

Indebtedness to Lenders;

(ii)

Indebtedness in respect of any Interest Rate Protection Agreements with any Lender or any Affiliate of any Lender with risk exposure in an aggregate amount acceptable to Agent as of the effective date thereof;

(iii)

Indebtedness incurred for Capital Expenditures permitted under Section 7.6 hereof and secured by Permitted Encumbrances; provided, however, that the maximum aggregate amount outstanding at any time of such Indebtedness shall not exceed $2,000,000;

(iv)

Subordinated Indebtedness, subject to the payment and remedy restrictions of the applicable Subordination Agreement;

(v)

Indebtedness existing as of the Closing Date with respect to Borrowers obligations to make Vender Earn-Out Payments;

(vi)

Indebtedness existing as of the Closing Date to the extent described in Schedule 7.8 hereto; and

(vii)

Any other Indebtedness of the Borrower (not of a type described in clauses (i) through (v) above) not to exceed an aggregate amount outstanding at any time in excess of $500,000.

7.9

Nature of Business.  Substantially change the nature of the business in which it is presently engaged, nor except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the ordinary course of business for assets or property which are useful in, necessary for and are to be used in its business as presently conducted.

7.10

Transactions with Affiliates.  (a) Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property (including, without limitation, any Collateral and any proceeds of Advances) to, or otherwise deal with, any Affiliate, except transactions in the ordinary course of business, on an arms-length basis on terms no less favorable than terms which would have been obtainable from a Person other than an Affiliate;

(a)

Notwithstanding the foregoing, Borrower shall not transfer any assets, Collateral, proceeds of Advances or other funds, directly or indirectly, to any Subsidiary or any Affiliate of Borrower, without the prior written consent of Agent; provided that Borrower may make payments from time to time to Super Parts Rebuilders, Inc. or Champion Parts (Canada)

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Ltd. solely in respect of the payment of franchise taxes, professional fees and other ordinary operating expenses not to exceed $100,000 in any fiscal year.

7.11

Leases.  Enter as lessee into any lease arrangement for real or personal property (unless capitalized and permitted under Section 7.6 hereof) if after giving effect thereto, aggregate annual rental payments for all leased property would exceed $500,000 in any one fiscal year in the aggregate for all Borrower.

7.12

Subsidiaries.

(a)

Form or acquire any Subsidiary unless, with the prior written consent of Agent and the Lenders, (i) such Subsidiary expressly joins in this Agreement in writing as a borrower and becomes jointly and severally liable for the Obligations of Borrower hereunder, under the Notes, and under any Other Documents, and (ii) Agent shall have received all documents, including legal opinions, it may reasonably require to establish compliance with each of the foregoing conditions.

(b)

Enter into any partnership, joint venture or similar arrangement.

(c)

Borrower shall, within thirty (30) days after the Closing Date, deliver to Agent evidence of the legal dissolution of the following Subsidiaries:  (i) Western Rebuilders, Inc.; and (ii) C.P.R. Properties, Inc.

(d)

Permit any of the following entities to engage in any business operations nor transfer or permit any such entities to have any Collateral or other assets or receive any proceeds of Advances, in each case without the prior written consent of Agent (not to be unreasonably withheld or delayed):  (i) Champion  APR, Inc.; (ii) IMT, Inc.; (iii) Champion Productos Recondicionados, S.A. de C.V.; (iv) Super Parts Rebuilders, Inc., and (v) Champion Parts (Canada) Ltd.

7.13

Fiscal Year and Accounting Changes.  Change its fiscal year from December 31 or make any significant change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in tax reporting treatment except as required by law.

7.14

Pledge of Credit.  Now or hereafter pledge Agents or any Lenders credit on any purchases or for any purpose whatsoever or use any portion of any Advance in or for any business other than Borrowers business as conducted on the date of this Agreement.

7.15

Amendment of Articles of Incorporation, By-Laws.  Amend, modify or waive any material term or provision of its Articles of Incorporation or By-Laws without prior written notice thereof to Agent.

7.16

Compliance with ERISA.  (i) (x) Maintain, or permit any member of the Controlled Group to maintain, or (y) become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Plan, other than those Plans disclosed on Schedule 5.8(d), (ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt prohibited transaction, as that term is defined in Section 406 of ERISA and Section 4975 of the Code, (iii) incur, or permit any member of the Controlled Group

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to incur, any accumulated funding deficiency, as that term is defined in Section 302 of ERISA or Section 412 of the Code, (iv) terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of Borrower or any member of the Controlled Group or the imposition of a lien on the property of Borrower or any member of the Controlled Group pursuant to Section 4068 of ERISA, (v) assume, or permit any member of the Controlled Group to assume, any obligation to contribute to any Multiemployer Plan not disclosed on Schedule 5.8(d), (vi) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan; (vii) fail promptly to notify Agent of the occurrence of any Termination Event, (viii) fail to comply, or permit a member of the Con-trolled Group to fail to comply, with the requirements of ERISA or the Code or other applicable laws in respect of any Plan, (ix) fail to meet, or permit any member of the Controlled Group to fail to meet, all minimum funding requirements under ERISA or the Code or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect of any Plan.

7.17

Prepayment of Indebtedness.  At any time, directly or indirectly, prepay any Indebtedness (other than to Lenders), or any Subordinated Indebtedness or repurchase, redeem, retire or otherwise acquire any Indebtedness of Borrower.

VIII.

CONDITIONS PRECEDENT.

8.1

Conditions to Initial Advances.  The agreement of Lenders to make the initial Advances requested to be made on the Closing Date is subject to the satisfaction, or waiver by Lenders, immediately prior to or concurrently with the making of such Advances, of the following conditions precedent:

(a)

Notes.  Agent shall have received the Notes duly executed and delivered by an authorized officer of Borrower;

(b)

Filings, Registrations and Recordings.  Each document (including, without limitation, any UCC financing statement) required by this Agreement, any related agreement or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto;

(c)

Corporate Proceedings of Borrower.  Agent shall have received a copy of the resolutions in form and substance reasonably satisfactory to Agent, of the Board of Directors of Borrower authorizing (i) the execution, delivery and performance of this Agreement, the Notes, the Mortgage, the Other Documents, any related agreements, (collectively the Documents) and (ii) the granting by Borrower of the security interests in and liens upon the Collateral in each case certified by the Secretary or an Assistant Secretary of Borrower as of the Closing Date; and, such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;

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(d)

Incumbency Certificates of Borrower.  Agent shall have received a certificate of the Secretary or an Assistant Secretary of Borrower, dated the Closing Date, as to the incumbency and signature of the officers of Borrower executing this Agreement, any certificate or other documents to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary;

(e)

Certificates.  Agent shall have received a copy of the organizational documents of Borrower, and all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation together with copies of the By-Laws of Borrower and all agreements of Borrowers shareholders certified as accurate and complete by the Secretary of Borrower;

(f)

Good Standing Certificates.  Agent shall have received good standing certificates for Borrower dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of Borrowers jurisdiction of incorporation and each jurisdiction where the conduct of Borrowers business activities or the ownership of its properties necessitates qualification;

(g)

Legal Opinion.  Agent shall have received the executed legal opinion of Lord, Bissell & Brook LLP in form and substance satisfactory to Agent which shall cover such matters incident to the transactions contemplated by this Agreement, the Notes, the Mortgage, the Other Documents and related agreements as Agent may reasonably require and Borrower hereby authorizes and directs such counsel to deliver such opinions to Agent and Lenders;

(h)

No Litigation.  (i) No litigation, investigation or proceeding before or by any arbitrator or Governmental Body shall be continuing or threatened against Borrower or against the officers or directors of Borrower (A) in connection with the Other Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Agent, is deemed material or (B) which could, in the reasonable opinion of Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to Borrower or the conduct of its business or inconsistent with the due consummation of the Transactions shall have been issued by any Governmental Body;

(i)

Financial Condition Certificates.  Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(i).

(j)

Collateral Examination.  Agent shall have completed Collateral examinations and received appraisals, the results of which shall be satisfactory in form and substance to Lenders, of the Receivables, Inventory, General Intangibles and Equipment of Borrower and all books and records in connection therewith;

(k)

Fees.  Agent shall have received all fees payable to Agent and Lenders on or prior to the Closing Date hereunder and pursuant to the Fee Letter, including, without limitation, pursuant to Article III hereof;

(l)

Pro Forma Financial Statements.  Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

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(m)

Insurance.  Agent shall have received in form and substance satisfactory to Agent, insurance certificates, together with loss payable endorsements on Agents standard form of loss payee endorsement naming Agent as loss payee, and insurance certificates for Borrowers liability insurance policies, together with endorsements naming Agent as a co-insured;

(n)

Payment Instructions.  Agent shall have received written instructions from Borrower directing the application of proceeds of the initial Advances made pursuant to this Agreement;

(o)

Blocked Accounts.  Agent shall have received duly executed agreements establishing the Blocked Accounts or Depository Accounts with financial institutions acceptable to Agent for the collection or servicing of the Receivables and proceeds of the Collateral;

(p)

Consents.  Agent shall have received any and all Consents necessary to permit the effectuation of the transactions contemplated by this Agreement and the Other Documents; and, Agent shall have received such Consents and waivers of such third parties as might assert claims with respect to the Collateral, as Agent and its counsel shall deem necessary;

(q)

No Adverse Material Change.  (i) since December 31, 2002, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent shall have been proven to be inaccurate or misleading in any material respect;

(r)

Leasehold Agreements.  Agent shall have received landlord, mortgagee or warehouseman agreements satisfactory to Agent with respect to all premises leased by Borrower at which Inventory is located;

(s)

Closing Certificate.  Agent shall have received a closing certificate signed by the Chief Financial Officer of Borrower dated as of the date hereof, stating that (i) all representations and warranties set forth in this Agreement and the Other Documents are true and correct on and as of such date, (ii) Borrower is on such date in compliance with all the terms and provisions set forth in this Agreement and the Other Documents and (iii) on such date no Default or Event of Default has occurred or is continuing;

(t)

Borrowing Base.  Agent shall have received evidence from Borrower that the aggregate amount of Eligible Receivables and Eligible Inventory is sufficient in value and amount to support Advances in the amount requested by Borrower on the Closing Date;

(u)

Undrawn Availability.  After giving effect to the initial Advances hereunder, Borrower shall have Undrawn Availability of at least $1,000,000 (without giving effect to the $250,000 set forth in Section 2.1(a)(iii) hereof);

(v)

Pledge Agreements.  Agent shall have received a Pledge Agreement of the equity ownership interests or issued and outstanding capital stock, as applicable, of Super Parts Rebuilders, Inc., together with stock powers (undated and in blank), any original certificates evidencing such equity interests and UCC investment property financing statements in connection therewith.

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(w)

Other.  All (i) corporate and other proceedings, and all documents, instruments and other legal matters in connection with this Agreement shall be satisfactory in form and substance to Agent and its counsel and (ii) documents, instruments and agreements required to be delivered by or on behalf of Borrower pursuant to the Document Checklist provided by Agent in connection with this Agreement shall be delivered in form and substance satisfactory to Agent and its counsel.

8.2

Conditions to Each Advance.  The agreement of Lenders to make any Advance requested to be made on any date (including, without limitation, the initial Advance), is subject to the satisfaction of the following conditions precedent as of the date such Advance is made:

(a)

Representations and Warranties.  Each of the representations and warranties made by Borrower in or pursuant to this Agreement and any related agreements to which it is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement or any related agreement shall be true and correct in all material respects on and as of such date as if made on and as of such date;

(b)

No Default.  No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date; provided, however that Agent, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and that any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and

(c)

Maximum Advances.  In the case of any Advances requested to be made, after giving effect thereto, the aggregate Advances shall not exceed the maximum amount of Advances permitted under Section 2.1 hereof.

Each request for an Advance by Borrower hereunder shall constitute a representation and warranty by Borrower as of the date of such Advance that the conditions contained in this subsection shall have been satisfied.

IX.

INFORMATION AS TO BORROWERS.

Borrower shall, until satisfaction in full of the Obligations and the termination of this Agreement:

9.1

Disclosure of Material Matters.  Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectibility of any portion of the Collateral including, without limitation, Borrowers reclamation or repossession of, or the return to Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

9.2

Schedules.  Deliver to Agent on or before the twentieth (20th) day of each month as and for the prior month (a) accounts receivable agings, (b) accounts payable schedules and (c) Inventory reports and (d) a Borrowing Base Certificate (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or restrictive of Agents rights under this Agreement).  In addition, Borrower will deliver to Agent at such intervals as

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Agent may reasonably require:  (i) confirmatory assignment schedules, (ii) copies of Customers invoices, (iii) evidence of shipment or delivery, (iv) monthly reconciliations of items described in clauses (i) through (iii) above and (v) such further schedules, documents and/or information regarding the Collateral as Agent may require including, without limitation, trial balances and test verifications.  Agent shall have the right to confirm and verify all Receivables by any manner and through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder.  The items to be provided under this Section are to be in form reasonably satisfactory to Agent and executed by Borrower and delivered to Agent from time to time solely for Agents convenience in maintaining records of the Collateral, and Borrowers failure to deliver any of such items to Agent shall not affect, terminate, modify or otherwise limit Agents Lien with respect to the Collateral.

9.3

Environmental Reports.  Furnish Agent, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.8, with a certificate signed by the President or other responsible officer of Borrower stating, that Borrower is in compliance in all material respects with Sections 4.19 and 5.7 of this Agreement, or to the extent Borrower is not in compliance in all material respects with the foregoing Sections, the certificate shall set forth with specificity all areas of non-compliance and the proposed action Borrower will implement in order to achieve full compliance.

9.4

Litigation.  Promptly notify Agent in writing of any litigation, suit or administrative proceeding affecting Borrower, whether or not the claim is covered by insurance, and of any suit or administrative proceeding, which in any such case could reasonably be expected to have a Material Adverse Effect on Borrower.

9.5

Material Occurrences.  Promptly notify Agent in writing upon the occurrence of (a) any Event of Default or Default; (b) any event of default under the ACEDP Indebtedness; (c) any event, development or circumstance whereby any financial statements or other reports furnished to Agent fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of Borrower as of the date of such statements; (d) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject Borrower to a tax imposed by Section 4971 of the Code; (e) each and every default by Borrower which might result in the acceleration of the maturity of any Indebtedness, including the names and addresses of the holders of such Indebtedness with respect to which there is a default existing or with respect to which the maturity has been or could be accelerated, and the amount of such Indebtedness; and (f) any other development in the business or affairs of Borrower which could reasonably be expected to have a Material Adverse Effect; in each case describing the nature thereof and the action Borrower propose to take with respect thereto.

9.6

Government Receivables.  Notify Agent immediately if any of its Receivables arise out of contracts between Borrower and the United States, any state, or any department, agency or instrumentality of any of them.

9.7

Annual Financial Statements.  Furnish Agent within ninety (90) days after the end of each fiscal year of Borrower, financial statements of Borrower including, but not limited to, statements of income and stockholders equity and cash flow from the beginning of the current

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fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independent certified public accounting firm selected by Borrower and satisfactory to Agent (the Accountants).  The report of the Accountants shall be accompanied by a statement of the Accountants certifying that (i) they have caused the Loan Agreement to be reviewed, (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Borrowers compliance with the requirements or restrictions imposed by Sections 6.5 and 7.6 hereof (collectively, the Certified Sections).  In addition, the reports shall be accompanied by a certificate of Borrowers Chief Financial Officer which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrower with respect to such event, and such certificate shall have appended thereto calculations which set forth Borrowers compliance with the requirements or restrictions imposed by the Certified Sections.

9.8

Quarterly Financial Statements.  Furnish Agent within forty-five (45) days after the end of each fiscal quarter, an unaudited balance sheet of Borrower and unaudited statements of income and stockholders equity and cash flow of Borrower reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the business of Borrower.  The reports shall be accompanied by a certificate (Compliance Certificate) in the form of Exhibit 9.8 hereto which shall (i) set forth in reasonable detail the calculations for the covenants contained in the Certified Sections, and (ii) signed by the Chief Financial Officer of Borrower, which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrower with respect to such default and, such certificate shall have appended thereto calculations which set forth Borrowers compliance with the requirements or restrictions imposed by the Certified Sections.

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9.9

Monthly Financial Statements.  Furnish Agent within thirty (30) days after the end of each month, an unaudited balance sheet of Borrower and unaudited statements of income and stockholders equity and cash flow of Borrower reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to normal and recurring year end adjustments that individually and in the aggregate are not material to the business of Borrower.  The reports shall be accompanied by a certificate of Borrowers Chief Financial Officer, which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Borrower with respect to such event and, such certificate shall have appended thereto calculations which set forth Borrowers compliance with the requirements or restrictions imposed by the Certified Sections.

9.10

Public Reporting.  Promptly upon the filing thereof, Borrower shall deliver to Agent copies of all registration statements and annual, quarterly, monthly or other regular reports which such Borrower or any of its Subsidiaries files with the Securities and Exchange Commission, as well as promptly providing to Agent copies of any reports and proxy statements delivered to its shareholders.

9.11

Additional Information.  Furnish Agent with such additional information as Agent shall reasonably request in order to enable Agent to determine whether the terms, covenants, provisions and conditions of this Agreement and the Other Documents have been complied with by Borrower including, without limitation and without the necessity of any request by Agent, (a) copies of all environmental audits and reviews, (b) at least thirty (30) days prior thereto, notice of Borrowers opening of any new office or place of business or Borrowers closing of any existing office or place of business, and (c) promptly upon Borrowers learning thereof, notice of any labor dispute to which Borrower may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which Borrower is a party or by which Borrower is bound.

9.12

Projected Operating Budget.  Furnish Agent, no later than thirty (30) days after to the beginning of Borrowers fiscal years, commencing with fiscal year 2005, a month by month projected operating budget and cash flow of Borrower for such fiscal year (including an income statement and a balance sheet for each month), such projections to be prepared on the basis of sound financial planning practice consistent with past budgets and financial statements.

9.13

Variances From Operating Budget.  Furnish Agent, concurrently with the delivery of the financial statements referred to in Section 9.7 and each quarterly report, a written report summarizing all material variances from budgets submitted by Borrower pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances.

9.14

Notice of Suits, Adverse Events.  Furnish Agent with prompt notice of (i) any lapse or other termination of any Consent issued to Borrower by any Governmental Body or any other Person that is material to the operation of Borrowers business, (ii) any refusal by any Governmental Body or any other Person to renew or extend any such Consent; and (iii) copies of any periodic or special reports filed by Borrower with any Governmental Body or Person, if such

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reports indicate any material change in the business, operations, affairs or condition of Borrower, or if copies thereof are requested by Lender, and (iv) copies of any material notices and other communications from any Governmental Body or Person which specifically relate to Borrower.

9.15

ERISA Notices and Requests.  Furnish Agent with immediate written notice in the event that (i) Borrower or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which Borrower or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, (ii) Borrower or any member of the Controlled Group knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which Borrower or any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by Borrower or any member of the Controlled Group with respect to such request, (iv) any increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which Borrower or any member of the Controlled Group was not previously contributing shall occur, (v) Borrower or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Plan or to have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) Borrower or any member of the Controlled Group shall receive any favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) Borrower or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) Borrower or any member of the Controlled Group shall fail to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; (ix) Borrower or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan.

9.16

Additional Documents.  Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement.

X.

EVENTS OF DEFAULT.

The occurrence of any one or more of the following events shall constitute an Event of Default:

10.1

failure by Borrower to pay any principal or interest on the Obligations when due, whether at maturity or by reason of acceleration pursuant to the terms of this Agreement or by notice of intention to prepay, or by required prepayment or failure to pay any other liabilities or make any other payment, fee or charge provided for herein when due or in any Other Document;

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10.2

any representation or warranty made or deemed made by Borrower in this Agreement or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

10.3

except as otherwise provided in Section 10.1, failure or neglect of Borrower to perform, keep or observe any term, provision, condition or covenant:

(i)

contained in Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.11, 6.5, or Sections 7.1 through 7.16;

(ii)

contained in Sections 9.1 through 9.14 which remains unremedied for a period of five (5) Business Days;

(iii)

contained in any other provisions of this Agreement or any of the Other Documents which remains unremedied for a period of thirty (30) days after the earlier of (x) actual knowledge of such failure by the President or Chief Financial Officer of Borrower, or (y) written notice of such failure to Borrower by Agent or any Lender;

10.4

issuance of a notice of Lien (other than Permitted Encumbrances), levy, assessment, injunction or attachment against a material portion of Borrowers property which is not discharged, dismissed, stayed or lifted within thirty (30) days, but, in any event, not later than five (5) Business Days prior to the date of any proposed sale of such property in connection therewith;

10.5

any judgment or judgments are rendered or judgment liens filed against Borrower for an aggregate amount in excess of $50,000 over the insured amount thereof which within forty (40) days of such rendering or filing is not either satisfied, stayed or discharged of record;

10.6

Borrower shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to have dismissed, within forty (40) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing;

10.7

Borrower shall admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business;

10.8

any Guarantor, shall (i) apply for, consent to or suffer the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar fiduciary of itself or of all or a substantial part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of

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debtors, (vii) acquiesce to, or fail to have dismissed, within forty (40) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

10.9

any change in Borrowers condition or affairs (financial or otherwise) which could reasonably be determined to have a Material Adverse Effect involving an amount in excess of 10% of the then existing Current Assets of Borrower on the most recently delivered financial statements of Borrower;

10.10

any Lien created hereunder or provided for hereby or under any related agreement for any reason ceases to be or is not a valid and perfected Lien having a first priority interest;

10.11

a default of the obligations of Borrower under any other agreement to which it is a party involving obligations of the Borrower in excess of $100,000 shall occur which default is not cured within any applicable grace period;

10.12

any Change of Control shall occur;

10.13

any material provision of this Agreement shall, for any reason, cease to be valid and binding on Borrower, or Borrower shall so claim in writing to Agent;

10.14

(i) any Governmental Body shall (A) revoke, terminate, suspend or adversely modify any license, permit, patent trademark or tradename of Borrower, the result of which has a Material Adverse Effect, or (B) commence proceedings to suspend, revoke, terminate or adversely modify any such material license, permit, trademark, tradename or patent (the revocation, termination, suspension or modification of which would have a Material Adverse Effect) and such proceedings shall not be dismissed or discharged within sixty (60) days, or (c) schedule or conduct a hearing on the renewal of any material license, permit, trademark, tradename or patent necessary for the continuation of Borrowers business and the staff of such Governmental Body issues a report recommending the termination, revocation, suspension or material, adverse modification of such license, permit, trademark, tradename or patent; (ii) any agreement which is necessary or material to the operation of Borrowers business shall be revoked or terminated and not replaced by a substitute acceptable to Agent within thirty (30) days after the date of such revocation or termination, and such revocation or termination and non-replacement would reasonably be expected to have a Material Adverse Effect on Borrower involving an amount in excess of 10% of the then existing Current Assets of Borrower on the most recently delivered financial statements of Borrower;

10.15

any portion of the Collateral shall be seized or taken by a Governmental Body, or any portion of the Collateral in excess of $50,000 shall have become the subject matter of litigation which would, upon final determination, result in impairment or loss of the security provided by this Agreement or the Other Documents;

10.16

any material portion of the operations of Borrowers Hope, Arkansas facility or Port Richey, Florida facility are interrupted at any time (other than by reason of any normal or scheduled shut-down or other cause for which Borrower makes commercially reasonable alternative arrangements such that the business and operations of Borrower are not adversely affected in any material respect) for more than five (5) consecutive Business Days, unless

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Borrower shall (i) be entitled to receive for such period of interruption, proceeds of business interruption insurance sufficient to assure that its per diem cash needs during such period is at least equal to its average per diem cash needs for the consecutive three month period immediately preceding the initial date of interruption and (ii) receive such proceeds in the amount described in clause (i) preceding not later than sixty (60) days following the initial date of any such interruption; provided, however, that notwithstanding the provisions of clauses (i) and (ii) of this section, an Event of Default shall be deemed to have occurred if Borrower shall be receiving the proceeds of business interruption insurance by reason of an interruption that would otherwise constitute an Event of Default hereunder for a period of thirty (30) consecutive days; or

10.17

an event or condition specified in Sections 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, Borrower or any member of the Controlled Group shall incur, or in the opinion of Agent be reasonably likely to incur, a liability to a Plan or the PBGC (or both) which would have a Material Adverse Effect on Borrower.

XI.

LENDERS RIGHTS AND REMEDIES AFTER DEFAULT.

11.1

Rights and Remedies.  Upon the occurrence of (i) an Event of Default pursuant to Section 10.7 all Obligations shall be immediately due and payable and this Agreement and the obligation of Lenders to make Advances shall be deemed terminated; and, (ii) any of the other Events of Default and at any time thereafter (such default not having previously been cured), at the option of Required Lenders all Obligations shall be immediately due and payable and Lenders shall have the right to terminate this Agreement and to terminate the obligation of Lenders to make Advances and (iii) a filing of a petition against Borrower in any involuntary case under any state or federal bankruptcy laws, the obligation of Lenders to make Advances hereunder shall be terminated other than as may be required by an appropriate order of the bankruptcy court having jurisdiction over Borrower.  During the existence of any Event of Default, Agent shall have the right to exercise any and all other rights and remedies provided for herein, under the UCC and at law or equity generally, including, without limitation, the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process.  During the existence of an Event of Default, Agent may enter any of Borrowers premises or other premises without legal process and without incurring liability to Borrower therefor, and Agent may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Agent may deem advisable and Agent may require Borrower to make the Collateral available to Agent at a convenient place.  During the existence of an Event of Default, with or without having the Collateral at the time or place of sale, Agent may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agent may elect.  Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agent shall give Borrower reasonable notification of such sale or sales, it being agreed that in all events written notice delivered to Borrower at least ten (10) days prior to such sale or sales is reasonable notification.  At any public sale Agent or any Lender may bid for and become the purchaser, and Agent, any Lender or any other purchaser at any such sale

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thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and such right and equity are hereby expressly waived and released by Borrower.  Agent may sell the Collateral without giving any warranties as to the Collateral.  Agent may specifically disclaim any warranties of title, possession, quiet enjoyment and the like.  If Agent disposes of any of the Collateral upon credit, Borrower will be credited with only those payments actually made by the purchaser and received by Agent.  In the event the purchaser of such Collateral fails to pay for such Collateral, Secured Party may resell such Collateral and Borrower shall be credited with any cash proceeds of the sale.  In connection with the exercise of the foregoing remedies, Agent is granted permission to use all of Borrowers trademarks, trade styles, trade names, copyrights, patents, patent applications, licenses, franchises and other intellectual property and proprietary rights which are used in connection with (a) Inventory for the purpose of disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods.  Notwithstanding the provisions of any of the Other Agreements, the proceeds realized from the sale of any Collateral shall be applied as provided in Section 11.5.  If any deficiency shall arise, Borrower shall remain liable to Agent and Lenders therefor.

11.2

Agents Discretion.  Agent shall have the right in its sole discretion to determine which rights, Liens, security interests or remedies Agent may at any time pursue, relinquish, subordinate, or modify or to take any other action with respect thereto and such determination will not in any way modify or affect any of Agents or Lenders rights hereunder.

11.3

Setoff.  In addition to any other rights which Agent or any Lender may have under applicable law, upon the occurrence of an Event of Default hereunder, Agent and such Lender shall have a right to apply Borrowers property held by Agent and such Lender to reduce the Obligations.

11.4

Rights and Remedies not Exclusive.  The enumeration of the foregoing rights and remedies is not intended to be exhaustive and the exercise of any right or remedy shall not preclude the exercise of any other right or remedies provided for herein or otherwise provided by law, all of which shall be cumulative and not alternative.

11.5

Allocation of Payments After Event of Default.  Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Obligations or any other amounts outstanding under any of the Other Documents or in respect of the Collateral may, at Agents discretion, be paid over or delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys fees) of the Agent in connection with enforcing the rights of the Lenders under this Agreement and the Other Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of this Document;

SECOND, to payment of any fees owed to the Agent;

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THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys fees) of each of the Lenders in connection with enforcing its rights under this Agreement and the Other Documents or otherwise with respect to the Obligations owing to such Lender;

FOURTH,  to the payment of all of the Obligations consisting of accrued fees and interest;

FIFTH, to the payment of the outstanding principal amount of the Obligations (including the payment or cash collateralization of the outstanding Letters of Credit);

SIXTH, to all other Obligations and other obligations which shall have become due and payable under the Other Documents or otherwise and not repaid pursuant to clauses FIRST through FIFTH above;

SEVENTH, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive (so long as it is not a Defaulting Lender) an amount equal to its pro rata share (based on the proportion that the then outstanding Advances held by such Lender bears to the aggregate then outstanding Advances) of amounts available to be applied pursuant to clauses THIRD, FOURTH, FIFTH and SIXTH above; and (iii) to the extent that any amounts available for distribution pursuant to clause FIFTH above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) first, to reimburse the Issuer from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses FIFTH and SIXTH above in the manner provided in this Section 11.5.

XII.

WAIVERS AND JUDICIAL PROCEEDINGS.

12.1

Waiver of Notice.  Borrower hereby waives notice of non-payment of any of the Receivables, demand, presentment, protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, Collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein.

12.2

Delay.  No delay or omission on Agents or any Lenders part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any default.

12.3

Jury Waiver.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED

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OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII.

EFFECTIVE DATE AND TERMINATION.

13.1

Term.  This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until for a period of three (3) years after the Closing Date until August 10, 2007 (the Term) unless sooner terminated as herein provided.  Borrower may terminate this Agreement at any time upon ninety (90) days prior written notice upon payment in full of the Obligations.

13.2

Termination.  The termination of the Agreement shall not affect Borrowers, Agents or any Lenders rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully disposed of, concluded or liquidated.  The security interests, Liens and rights granted to Agent and Lenders hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that Borrowers Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of Borrower have been paid or performed in full after the termination of this Agreement or Borrower has furnished Agent and Lenders with an indemnification satisfactory to Agent and Lenders with respect thereto.  Accordingly, Borrower waives any rights which it may have under the UCC to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to Borrower, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations paid in full in immediately available funds.  All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are paid or performed in full.

XIV.

REGARDING AGENT.

14.1

Appointment.  Each Lender hereby designates PNC to act as Agent for such Lender under this Agreement and the Other Documents.  Each Lender hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral,

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payments of principal and interest, fees (except the fees set forth in Sections 3.3(a) and 3.4 and in the Fee Letter), charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of Lenders.  Agent may perform any of its duties hereunder by or through its agents or employees.  As to any matters not expressly provided for by this Agreement (including without limitation, collection of the Notes) 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; provided, however, that Agent shall not be required to take any action which exposes Agent to liability or which is contrary to this Agreement or the Other Documents or applicable law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

14.2

Nature of Duties.  Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Other Documents.  Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct, or (ii) responsible in any manner for any recitals, statements, representations or warranties made by Borrower or any officer thereof contained in this Agreement, or in any of the Other Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Other Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Other Documents or for any failure of Borrower to perform its obligations hereunder.  Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Other Documents, or to inspect the properties, books or records of Borrower.  The duties of Agent as respects the Advances to Borrower shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement except as expressly set forth herein.

14.3

Lack of Reliance on Agent and Resignation.  Independently and without reliance upon Agent or any other Lender, each Lender has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Borrower in connection with the making and the continuance of the Advances hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of Borrower.  Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before making of the Advances or at any time or times thereafter except as shall be provided by Borrower pursuant to the terms hereof.  Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Other Document, or of the financial condition of Borrower, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes, the Other Documents or the financial condition of Borrower, or the existence of any Event of Default or any Default.

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Agent may resign on sixty (60) days written notice to each of Lenders and Borrower and upon such resignation, the Required Lenders will promptly designate a successor Agent (on the same terms and conditions as the original Agent hereunder) reasonably satisfactory to Borrower.  If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent (on the same terms and conditions as the original Agent hereunder) from among the Lenders, reasonably satisfactory to Borrower.

Any such successor Agent shall succeed to the rights, powers and duties of Agent, and the term Agent shall mean such successor agent effective upon its appointment, and the former Agents rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent.  After any Agents resignation as Agent, the provisions of this Article XIV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

14.4

Certain Rights of Agent.  If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining.  Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

14.5

Reliance.  Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Other Documents and its duties hereunder, upon advice of counsel selected by it.  Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

14.6

Notice of Default.  Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Other Documents, unless Agent has received notice from a Lender or Borrower referring to this Agreement or the Other Documents, describing such Default or Event of Default and stating that such notice is a notice of default.  In the event that Agent receives such a notice, Agent shall give notice thereof to Lenders.  Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, that, unless and until Agent shall have received such directions, 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 interests of Lenders.

14.7

Indemnification.  To the extent Agent is not reimbursed and indemnified by Borrower, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the Advances (or, if no Advances are outstanding, according to its Commitment Percentage), from and against any and all liabilities, obligations, losses, damages, penalties,

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actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that, Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agents gross (not mere) negligence or willful misconduct.

14.8

Agent in its Individual Capacity.  With respect to the obligation of Agent to lend under this Agreement, the Advances made by it shall have the same rights and powers hereunder as any other Lender and as if it were not performing the duties as Agent specified herein; and the term Lender or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender.  Agent may engage in business with Borrower as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection with this Agreement or otherwise without having to account for the same to Lenders.

14.9

Delivery of Documents.  To the extent Agent receives financial statements required under Sections 9.7, 9.8, 9.9 and 9.10 from Borrower pursuant to the terms of this Agreement, Agent will promptly furnish such documents and information to Lenders.

14.10

Borrowers Undertaking to Agent.  Without prejudice to its obligations to Lenders under the other provisions of this Agreement, Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid.  Any payment made pursuant to any such demand shall pro tanto satisfy the Borrowers obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

XV.

MISCELLANEOUS.

15.1

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois applied to contracts to be performed wholly within the State of Illinois.  Any judicial proceeding brought by or against Borrower with respect to any of the Obligations, this Agreement or any related agreement may be brought in any court of competent jurisdiction in the State of Illinois, United States of America, and, by  execution and delivery of this Agreement, Borrower accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.  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 in Section 15.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America.  Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Agent or any Lender to bring proceedings against Borrower in the courts of any other jurisdiction.  Borrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.  Any judicial proceeding by

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Borrower against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of Cook, State of Illinois.

15.2

Entire Understanding.

(a)

This Agreement and the documents executed concurrently herewith contain the entire understanding between Borrower, Agent and each Lender and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof.  Any promises, representations, warranties or guarantees not herein contained and hereinafter made shall have no force and effect unless in writing, signed by Borrowers, Agents and each Lenders respective officers.  Neither this Agreement nor any portion or provisions hereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to be charged.  Borrower acknowledges that it has been advised by counsel in connection with the execution of this Agreement and Other Documents and is not relying upon oral representations or statements inconsistent with the terms and provisions of this Agreement.

(b)

The Required Lenders, Agent with the consent in writing of the Required Lenders, and Borrower may, subject to the provisions of this Section 15.2 (b), from time to time enter into written supplemental agreements to this Agreement or the Other Documents executed by Borrower, for the purpose of adding or deleting any provisions or otherwise changing, varying or waiving in any manner the rights of Lenders, Agent or Borrower thereunder or the conditions, provisions or terms thereof of waiving any Event of Default thereunder, but only to the extent specified in such written agreements; provided, however, that no such supplemental agreement shall, without the consent of all Lenders:

(i)

increase the Commitment Percentage or maximum dollar commitment of any Lender.

(ii)

extend the maturity of any Notes or the due date for any amount payable hereunder, or decrease the rate of interest or reduce any fee payable by Borrower to Lenders pursuant to this Agreement.

(iii)

alter the definition of the term Required Lenders or alter, amend or modify this Section 15.2(b).

(iv)

release any Collateral during any calendar year (other than in accordance with the provisions of this Agreement) having an aggregate value in excess of $1,000,000.

(v)

change the rights and duties of Agent.

(vi)

permit any Revolving Advance to be made if after giving effect thereto the total of Revolving Advances outstanding hereunder would exceed the Formula Amount for more than sixty (60) consecutive Business Days or exceed one hundred and ten percent (110%) of the Formula Amount.

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(vii)

increase the Advance Rates above the Advance Rates in effect on the Closing Date.

Any such supplemental agreement shall apply equally to each Lender and shall be binding upon Borrower, Lenders and Agent and all future holders of the Obligations.  In the case of any waiver, Borrower, Agent and Lenders shall be restored to their former positions and rights, and any Event of Default waived shall be deemed to be cured and not continuing, but no waiver of a specific Event of Default shall extend to any subsequent Event of Default (whether or not the subsequent Event of Default is the same as the Event of Default which was waived), or impair any right consequent thereon.

In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such Lender shall not respond or reply to Agent in writing within ten (10) days of delivery of such request, such Lender shall be deemed to have consented to matter that was the subject of the request.  In the event that Agent requests the consent of a Lender pursuant to this Section 15.2 and such consent is denied, then PNC may, at its option, require such Lender to assign its interest in the Advances to PNC or to another Lender or to any other Person designated by the Agent (the Designated Lender), for a price equal to the then outstanding principal amount thereof plus accrued and unpaid interest and fees due such Lender, which interest and fees shall be paid when collected from Borrower.  In the event PNC elects to require any Lender to assign its interest to PNC or to the Designated Lender, PNC will so notify such Lender in writing within forty five (45) days following such Lenders denial, and such Lender will assign its interest to PNC or the Designated Lender no later than five (5) days following receipt of such notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC or the Designated Lender, as appropriate, and Agent.

Notwithstanding (a) the existence of a Default or an Event of Default, (b) that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied or (c) any other provision of this Loan Agreement, Agent may at its discretion and without the consent of the Required Lenders, voluntarily permit the outstanding Revolving Advances at any time to exceed the Formula Amount by up to one hundred and ten percent (110%) of the Formula Amount for up to thirty (30) consecutive Business Days.  For purposes of the preceding sentence, the discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including, but not limited to, Collateral previously deemed to be either Eligible Receivables or Eligible Inventory, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral.  In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrower decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess.  Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence.

In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section 15.2, the Agent is hereby authorized by Borrower and the Lenders, from

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time to time in the Agents sole discretion, (a) after the occurrence and during the continuation of a Default or an Event of Default, or (b) at any time that any of the other applicable conditions precedent set forth in Section 8.2 hereof have not been satisfied, to make Revolving Advances to Borrower on behalf of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (iii) to pay any other amount chargeable to Borrower pursuant to the terms of this Agreement; provided, that at any time after giving effect to any such Revolving Advances the outstanding Revolving Advances do not exceed one hundred and ten percent (110%) of the Formula Amount.

15.3

Successors and Assigns; Participations; New Lenders.

(a)

This Agreement shall be binding upon and inure to the benefit of Borrower, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender.

(b)

Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances to other financial institutions (each such transferee or purchaser of a participating interest, a Participant).  Each Participant may exercise all rights of payment (including without limitation rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that Borrower shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder and in no event shall Borrower be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant provided that granting of participation does not relieve a Lender of its obligations under this Agreement.

(c)

Any Lender may with the consent of Agent which shall not be unreasonably withheld or delayed and, so long as a Default or an Event of Default has not occurred and be continuing, the consent of Borrower which shall not be unreasonably withheld or delayed, sell, assign or transfer all or any part of its rights under this Agreement and the Other Documents to one or more additional banks or financial institutions and one or more additional banks or financial institutions may commit to make Advances hereunder (each a Purchasing Lender), in minimum amounts of not less than $5,000,000, pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording.  Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Commitment Percentage as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations

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under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose.  Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents.  Borrower hereby consent to the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents.  Borrower shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing.

(d)

Agent shall maintain at its address a copy of each Commitment Transfer Supplement delivered to it and a register (the Register) for the recordation of the names and addresses of each Lender and the outstanding principal, accrued and unpaid interest and other fees due hereunder.  The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Advance recorded therein for the purposes of this Agreement.  The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.  Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender upon the effective date of each transfer or assignment to such Purchasing Lender.

(e)

Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender and any prospective Participant or Purchasing Lender any and all financial information in such Lenders possession concerning Borrower which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement or in connection with such Lenders credit evaluation of Borrower.

15.4

Application of Payments.  Agent shall have the continuing and exclusive right to apply or reverse and re-apply any payment and any and all proceeds of Collateral to any portion of the Obligations.  To the extent that Borrower makes a payment or Agent or any Lender receives any payment or proceeds of the Collateral for Borrowers benefit, which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver, custodian or any other party under any bankruptcy law, common law or equitable cause, then, to such extent, the Obligations or part thereof intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Agent or such Lender.

15.5

Indemnity.  Borrower shall indemnify Agent, each Lender and each of their respective officers, directors, Affiliates, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent or any Lender in any litigation, proceeding or investigation instituted or conducted by any govern-mental agency or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the

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Other Documents, whether or not Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the party being indemnified.

15.6

Notice.  Any notice or request hereunder may be given to Borrower or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section.  Any notice, request, demand, direction or other communication (for purposes of this Section 15.6 only, a Notice) to be given to or made upon any party hereto under any provision of this Loan Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., e-mail) or facsimile transmission or by setting forth such Notice on a site on the World Wide Web (a Website Posting) if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by another means set forth in this Section 15.6) in accordance with this Section 15.6.  Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names on Section 15.6 hereof or in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 15.6.  Any Notice shall be effective:

(a)

In the case of hand-delivery, when delivered;

(b)

If given by mail, four days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested;

(c)

In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or electronic transmission, a Website Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day);

(d)

In the case of a facsimile transmission, when sent to the applicable partys facsimile machines telephone number, if the party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine;

(e)

In the case of electronic transmission, when actually received;

(f)

In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such site) by another means set forth in this Section 15.6; and

(g)

If given by any other means (including by overnight courier), when actually received.

Any Lender giving a Notice to Borrower shall concurrently send a copy thereof to the Agent, and the Agent shall promptly notify the other Lenders of its receipt of such Notice.

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|(A)
If to Agent or PNC at: | PNC Bank, National Association
One South Wacker Drive
Suite 2980
Chicago, Illinois  60606
Attention:
Peter Zimmerer
Telephone:
(312) 338-5662
Telecopier:
(312) 338-5618                                         
|-------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|and a copy to:             | Vedder, Price, Kaufman & Kammholz, P.C.
222 North LaSalle Street
Chicago, Illinois  60601
Attention:
Thomas E. Schnur, Esq.
Telephone:
(312) 609-7715
Telecopier:
(312) 609-5005
E-Mail:  tschnur@vedderprice.com



(B)

If to a Lender other than Agent, as specified on the signature pages hereof.

|(C)
If to Borrower, at: | Champion Parts, Inc.2005 W. Avenue B
Hope, Arkansas  71801
Attention:  Vice President  Finance,
Chief Financial Officer and Secretary
Telephone:  (870) 777-8821
Telecopier:  (870) 777-1379
|----------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|with a copy to:         | Lord, Bissell & Brook LLP115 South LaSalle Street
Chicago, Illinois  60603
Attention:  Steven C. Roper
Telephone:  (312) 443-0242
Telecopier:  (312) 896-6242                               



15.7

Survival.  The obligations of Borrower under Sections 2.2(f), 3.7, 3.8, 3.9, 4.19(h), 14.7 and 15.5 shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

15.8

Severability.  If any part of this Agreement is contrary to, prohibited by, or deemed invalid under applicable laws or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

15.9

Expenses.  All reasonable costs and expenses including, without limitation, reasonable attorneys fees (including the allocated costs of in house counsel) and disbursements incurred by Agent (and, in respect to clause (d) below, by any Lender) on its behalf or on behalf of Lenders (a) in all efforts made to enforce payment of any Obligation or effect collection of any Collateral, or (b) in connection with the entering into, modification, amendment, administration and enforcement of this Agreement or any consents or waivers hereunder and all related agreements, documents and instruments, or (c) in perfecting, instituting, maintaining, preserving, enforcing and foreclosing on Agents security interest in or Lien on any of the Collateral, whether through judicial proceedings or otherwise, or (d) in defending or prosecuting

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any actions or proceedings arising out of or relating to Agents or any Lenders transactions with Borrower, or (e) in connection with any advice given to Agent or any Lender with respect to its rights and obligations under this Agreement and all related agreements, may be charged to Borrowers Account and shall be part of the Obligations.

15.10

Injunctive Relief.  Borrower recognizes that, in the event Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy at law may prove to be inadequate relief to Lenders; therefore, Agent, if Agent so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

15.11

Consequential Damages.  Neither Agent nor any Lender, nor any agent or attorney for any of them, shall be liable to Borrower for consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations.

15.12

Captions.  The captions at various places in this Agreement are intended for convenience only and do not constitute and shall not be interpreted as part of this Agreement.

15.13

Counterparts; Telecopied Signatures.  This Agreement may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement.  Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.  Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile shall also deliver a manually executed counterpart, but any failure to do so shall not affect the validity, enforceability, and binding effect of this Agreement.

15.14

Construction.  The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments, schedules or exhibits thereto.

15.15

Confidentiality; Sharing Information.

(a)

Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agents, such Lenders and such Transferees customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees and Purchasing Lenders, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by applicable law or court order, Agent, each Lender and each Transferee shall use its best efforts prior to disclosure thereof, to notify Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or

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representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated.  Notwithstanding anything herein to the contrary, Agent and each Lender may disclose to any and all Persons, without limitation of any kind, any information with respect to the tax treatment and tax structure (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to Agent or such Lender relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Revolving Loans, Letters of Credit and transactions contemplated hereby.

(b)

Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and Borrower hereby authorizes each Lender to share any information delivered to such Lender by Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provision of Section 15.15 as if it were a Lender hereunder.  Such authorization shall survive the repayment of the other Obligations and the termination of the Loan Agreement.

15.16

Publicity.  Borrower and each Lender hereby authorizes Agent to make appropriate announcements of the financial arrangement entered into among Borrower, Agent and Lenders, including, without limitation, announcements which are commonly known as tombstones, in such publications and to such selected parties as Agent shall in its sole and absolute discretion deem appropriate.

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(Signature page to Revolving Credit Loan and Security Agreement)

Each of the parties has signed this Agreement as of the day and year first above written.

| | CHAMPION PARTS, INC.

By: _______________________________
Richard W. Simmons
Vice President-Finance, Chief Financial
Officer, and Secretary
| | -------------------------------------------------------------------------------------------------------------------------------------------

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(Signature page to Revolving Credit Loan and Security Agreement)



| | PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent
By: ______________________________
Senior Vice President
Address: 1 South Wacker Drive, Suite 2980
                Chicago, Illinois  60606
Commitment Percentage:  100%
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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