ex10_1.htm


    
      

    

    EXHIBIT
10.1

    


    AMENDMENT
NO. 6 TO AMENDED AND RESTATED

    CREDIT
FACILITIES AGREEMENT

    


    This
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT (this
“Agreement”) is entered into and effective as of June 25, 2008, by and among (1)
Pomeroy IT Solutions, Inc. (formerly known as, Pomeroy Computer Resources, Inc.,
and as successor by merger with Val Tech Computer Systems, Inc.), (2) Pomeroy
Select Integration Solutions, Inc., (3) Pomeroy Staffing Solutions, LLC
(formerly, prior to conversion, Pomeroy Select Advisory Services, Inc.), (4)
Pomeroy IT Solutions Sales Company, Inc. (formerly known as, Pomeroy Computer
Resources Sales Company, Inc., and as successor by merger with TheLinc, LLC and
as successor by merger with Micrologic Business Systems of K.C., LLC), (5)
Pomeroy Computer Resources Holding Company, Inc., (6) Pomeroy Computer Resources
Operations, LLP, (7) PCR Holdings, Inc. (formerly known as, Technology
Integration Financial Services, Inc.), (8) PCR Properties, LLC (formerly, prior
to conversion, PCR Properties, Inc., and prior to such conversion, formerly
known as, T.I.F.S. Advisory Services, Inc.), (9) Alternative Resources
Corporation, a Delaware corporation (as successor by merger with Pomeroy
Acquisition Sub, Inc.), (10) ARC Service, Inc., a Delaware corporation, (11) ARC
Staffing Management LLC, a Delaware limited liability company, (12) ARC Shared
Services LLC, a Delaware limited liability company, (13) ARC Technology
Management LLC, a Delaware limited liability company, (14) ARC Solutions, Inc.,
a Delaware corporation, and (15) ARC Midholding, Inc., a Delaware corporation
(collectively and separately referred to as, “Borrower” or “Borrowers”), and GE
Commercial Distribution Finance Corporation, formerly known as Deutsche
Financial Services Corporation (“GECDF”), as Administrative Agent, and GECDF as
the sole Lender.

    


    Recitals:

    


    
      	
              A.

            	
              Borrower,
      Administrative Agent and Lenders are party to that certain Amended and
      Restated Credit Facilities Agreement dated as of June 25, 2004, as amended
      by Amendment No. 1 (with Waiver) to Amended and Restated Credit Facilities
      Agreement dated as of March 31, 2006, as amended by Amendment No. 2 (with
      Waiver) to Amended and Restated Credit Facilities Agreement dated as of
      April 13, 2006, as amended by Amendment No. 3 (with Waiver) to Amended and
      Restated Credit Facilities Agreement dated as of June 23, 2006, as amended
      by Amendment No. 4 to Amended and Restated Credit Facilities Agreement
      dated as of June 25, 2007, as amended by Amendment No. 5 to Amended and
      Restated Credit Facilities Agreement dated as of April 15, 2008, and as
      further amended or modified or consented to from time to time (the “Loan
      Agreement”).

            


    

    


    
      	
              B.

            	
              GE
      Commercial Distribution Finance Corporation, as the sole Lender, and
      Borrower have agreed to the provisions set forth herein on the terms and
      conditions contained herein.

            


    

    


    Agreement

    


    Therefore,
in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Borrower,
Administrative Agent and Lender hereby agree as follows:

    


    1.     
      Definitions. All references to
the “Agreement” or the “Loan Agreement” in the Loan Agreement and in this
Agreement shall be deemed to be references to the Loan Agreement as it may be
amended, restated, extended, renewed, replaced, or otherwise modified from time
to time.  Capitalized terms used and not otherwise defined herein have
the meanings given them in the Loan Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.      
     Effectiveness of
Agreement.  This Agreement shall become effective as of the
date first written above, but only if this Agreement has been executed by
Borrower, Administrative Agent and Lender, and only if all of the documents
listed on Exhibit
A to this Agreement have been delivered and, as applicable, executed,
sealed, attested, acknowledged, certified, or authenticated, each in form and
substance satisfactory to Administrative Agent and Lender, and a “Sixth
Amendment Fee” in the amount of Eighty Thousand Dollars ($80,000) shall be paid
to Lender, provided, however, if the Aggregate Floorplan Loan Volume plus,
without duplication, the Interim Floorplan Loan for the period June 25, 2008
through and including June 24, 2009 is greater than One Hundred Twenty Million
Dollars ($120,000,000), then on or before July 31, 2009, GECDF shall refund
Thirty Thousand Dollars ($30,000) of the previously paid Sixth Amendment
Fee.   Borrower hereby irrevocably authorizes the Administrative
Agent to make a Revolving Loan to pay the Sixth Amendment Fee.

    


    3.      
     Treatment of Airplane Lease
Termination.  Borrower has informed the Administrative Agent
that it intends to terminate its lease of its corporate airplane (the “Airplane
Lease”).  Borrower has requested that that the Lender confirm that any
loss due to the termination of the Airplane Lease shall be considered an
“nonrecurring loss” under clause (B)(i) of the definition of
EBITDA.

    


    The
Lender hereby confirms that any loss due to the termination of the Airplane
Lease shall be a “nonrecurring loss” under clause (B)(i) of the definition of
EBITDA.

    


    4.      
     Amendments.  The Loan
Agreement is hereby amended as follows:

    


    4.1.         Revolving Loans Aggregate
Amount.   Section 3.1.1 of the Loan Agreement is deleted
and replaced with the following:

    


    “3.1.1.  Aggregate
Amount.  Subject to the limitations in Section 3.1.2, Section
3.6 and elsewhere herein, each Lender commits to make available to Borrower,
from the Effective Date to the Revolving Loan Maturity Date, such Lender’s
pro-rata share (as listed on Exhibit 3 hereto) of an “Aggregate Revolving Loan
Commitment” that is initially Eighty Million Dollars ($80,000,000), but which
may decrease from time to time as provided herein, minus the outstanding amount
of the Swingline Loans and minus the outstanding amount of the Aggregate
Floorplan Loans made and outstanding Approvals granted due to any unused portion
of the Aggregate Revolving Loan Facility as provided in Section 3.2.1, by
funding such Lender’s pro-rata share of Revolving Loan Advances made from time
to time by Administrative Agent as provided herein.  Subject to the
limitations in Section 3.1.2 and elsewhere herein, payments and prepayments that
are applied to reduce the Aggregate Revolving Loan may be reborrowed through
Revolving Loan Advances.  Each Lender’s Revolving Loan Commitment is
its pro-rata share of the Aggregate Revolving Loan Commitment.  Upon
any reduction of the Aggregate Revolving Loan Commitment permitted in this
Agreement, each Lender’s Revolving Loan Commitment will automatically reduce by
such Lender’s pro-rata share of such reduction of the Aggregate Revolving Loan
Commitment.”

    


    4.2.         Borrowing
Base.   Section 3.1.4. of the Loan Agreement is deleted
and replaced with the following:

    


    “The
“Borrowing Base” on any date shall be:

    


    3.1.4.1.  (A) 85% of
the total outstanding principal balance of all of Borrowers’ Eligible Accounts
as of the close of business on such date, or as certified in the Borrowing Base
Certificate most recently furnished to Administrative Agent as required in
Section 13.14.1, whichever is less, plus (B) the lesser of (i) Thirteen Million
Dollars ($13,000,000) and (ii) 65% of the total outstanding principal balance of
all of Borrowers’ Eligible Unbilled Service Accounts as of the close of business
on such date, or as certified in the Borrowing Base Certificate most recently
furnished to Administrative Agent as required in Section 13.14.1, whichever is
less; minus


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    3.1.4.2.  Ten Million
Dollars ($10,000,000) provided, however, at any time if, for the preceding
complete two fiscal quarters there has been no Default or Event of Default,
then, beginning on the first day of the next following fiscal quarter, the
foregoing amount shall be reduced to Five Million Dollars ($5,000,000); provided
further, however, if a Default or an Event of Default subsequently occurs, then
such amount shall immediately be increased to Ten Million Dollars ($10,000,000)
but such amount shall be reduced to Five Million Dollars ($5,000,000) if any
such Default or Event of Default is waived or cured to the satisfaction of the
Administrative Agent and the Required Lenders, and no Default or Event of
Default occurs for the next two fiscal quarter period following any such waiver
or cure (such reduction to occur beginning on the first day of the next
following fiscal quarter); minus

    


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

    


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

    


    4.3.         Eligible
Accounts.   The lead-in clause to the definition of
Eligible Accounts in Section 3.1.5 is deleted and replaced with the
following:

    


    ““Eligible
Accounts” include all of Borrowers’ Accounts other than Eligible Unbilled
Service Accounts and other than the following, unless approved in writing by
Administrative Agent in each case:”

    


    4.4.         Eligible Unbilled Service
Accounts.   A new Section 3.1.6 is hereby added to the
Loan Agreement as follows:


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “3.1.6  Eligible Unbilled
Service Accounts.  “Eligible Unbilled Service Accounts”
includes all of Borrowers’ Unbilled Service Accounts other than all Eligible
Accounts and all of the following, unless approved in writing by Administrative
Agent in each case:  (i) any Unbilled Service Account with respect to
which Administrative Agent does not have a valid and enforceable, perfected
first priority Security Interest; (ii) any Unbilled Service Account which is
greater than 30 days old from the last month end Recruitmax Accrual Report;
(iii) any Unbilled Service Account of a single Account Debtor if 50% or more of
the balances due on all Accounts of such Account Debtor are ineligible under
Section 3.1.4.1(A); (iv) any Unbilled Service Account with respect to which the
Account Debtor is a Borrower, a Subsidiary or an Affiliate thereof or an
employee or officer of Borrower or any Subsidiary or Affiliate thereof; (v) any
Unbilled Service Account with respect to which the Account Debtor does not
maintain its chief executive office within the United States and any Unbilled
Service Account with respect to which the Account Debtor is the government of
any foreign country or any municipality or other political subdivision thereof,
or any department, agency, public corporation or other instrumentality thereof;
(vi) any Unbilled Service Account which is created from the rental or lease of
any Inventory not owned by Borrower; (vii) any Unbilled Service Account with
respect to goods or services whose delivery or performance has been rejected by
the Account Debtor or whose earlier acceptance has been revoked; (viii)
Intentionally Omitted; (ix) any Unbilled Service Account owing by an Account
Debtor that is the subject of a bankruptcy or similar insolvency proceeding, has
made an assignment for the benefit of creditors, has acknowledged that it is
unable to pay its debts as they mature, or whose assets have been transferred to
a receiver or trustee, or who has ceased business as a going concern;
(x)  any Unbilled Service Account with respect to which the Account
Debtor’s obligation to pay the Unbilled Service Account is conditional upon the
Account Debtor’s approval or is otherwise subject to any repurchase obligation
or return right, as with sales made on a bill and hold, guarantied sale, sale
and return, sale on approval (except with respect to Unbilled Service Accounts
in connection with which Account Debtors are entitled to return Inventory solely
on the basis of the quality of such Inventory) or consignment basis; (xi) any
Unbilled Service Account owing by an Account Debtor that has disputed liability
or made any claim with respect to any other Account due from such Account
Debtor, or that has any right of set-off against such Account, or to which
Borrower is indebted in any way, but only to the extent of such indebtedness,
set-off, dispute or claim; (xii) any Unbilled Service Account subject to a
chargeback from a volume discount or an advertising discount, but only to the
extent of such chargeback or discount; (xiii) any Unbilled Service Account owing
by an Account Debtor whose Indebtedness to Borrower exceeds a credit limit
satisfactory to Administrative Agent; (xiv) Intentionally Omitted; (xv) any
Unbilled Service Account with respect to which the delivery of goods or
performance of services is bonded in favor of Borrower; (xvi) any Unbilled
Service Account as to which Administrative Agent does not have the right or
ability to obtain direct payment to Administrative Agent; (xvii) any Unbilled
Service Account with respect to which any of the covenants and agreements
contained in any of the Loan Documents or any of the Representations and
Warranties are not or have ceased to be complete and correct or have been
breached; (xviii) any Unbilled Service Account which is evidenced by a
promissory note or other instrument or by chattel paper or which has been
reduced to judgment; (xix) any Unbilled Service Account which arises out of a
sale or lease not made in the ordinary course of Borrower’s business; (xx)
Intentionally Omitted; (xxi) Intentionally Omitted; (xxii) any Unbilled Service
Account owing from any supplier or Vendor of any Borrower, including, without
limitation under or in connection with any rebate, subsidy, incentive or similar
program; (xxiii) any Unbilled Service Account owing to any Person other
than  Borrower; (xxiv) any Unbilled Service Account arising from the
leasing of Inventory; (xxv)  any Unbilled Service Accounts that are
Lease-in-Process Inventory; (xxvi) with regards to any Unbilled Service Accounts
arising from the provision of services, any such Accounts which are invoiced
prior to the performance of the applicable services; (xxvii) any Unbilled
Service Account as to which Administrative Agent has determined in its
reasonable discretion that the prospect of payment or collection on a timely
basis is impaired or that Administrative Agent otherwise deems in its reasonable
discretion to be uncreditworthy.  Notwithstanding the foregoing,
Unbilled Service Accounts owned by a Target Company may be included within the
definition of “Eligible Accounts” and within the Borrowing Base on the day of
the closing of a Permitted Acquisition to fund such Permitted Acquisition if and
only if such Unbilled Service Accounts meet the eligibility requirements of each
clause of this Section immediately upon the closing of such Permitted
Acquisition.”


    
      
         


      

      
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    4.5.      
   Limitations on Revolving Loan
Advances.   Section 3.2.1 of the Loan Agreement is deleted
and replaced with the following:

    


    “3.2.1.    Floorplan
Loan Facility Generally.  Each Lender shall, subject to the terms and
limitations in this Section 3.2, Section 3.6, and elsewhere herein, make
available to Borrower such Lender’s pro-rata share (as listed on Exhibit 3
hereto) of an “Aggregate Floorplan Loan Facility” that is (A) Eighty Million
Dollars ($80,000,000) plus, if applicable, (B) at any time, the unused portion
of the Aggregate Revolving Loan Facility, by funding such Lender’s pro-rata
share thereof as provided for herein.  Each Lender’s Floorplan Loan
Facility is its pro-rata share of the Aggregate Floorplan Loan
Facility.  All Floorplan Loan Advances and Interim Floorplan Loan
Advances will be made directly to approved Vendors and not to the
Borrower.  No Floorplan Loan Advance will be made which would result
in either: (i) the sum of the Aggregate Floorplan Loan, the Interim Floorplan
Loan, and all unfunded Approvals, exceeding Total Aggregate Facility Limit; or
(ii) the Lenders’ Exposure exceeding the Total Aggregate Facility
Limit.  Subject to the terms of this Agreement, payments and
prepayments that are applied to reduce the Aggregate Floorplan Loan may be
re-borrowed through subsequent Floorplan Loan Advances, subject to the terms and
conditions of this Agreement and the Loan Documents.  The Aggregate
Floorplan Loan Facility is not a commitment to lend or advance funds but is a
discretionary facility.  From and after the date on which the
Administrative Agent has actual knowledge of an Event of Default under Section
16.1.1 or under Section 16.1.12, no further Approvals will be issued and except
with respect to existing unfunded Approvals, no further Floorplan Loan Advances
shall be made.  From and after the date on which Administrative Agent
has actual knowledge of any other Event of Default, no further Approvals will be
issued if the Administrative Agent so chooses in its discretion to no longer
issue Approvals or if the Required Lenders direct the Administrative Agent to no
longer issue Approvals, and except with respect to existing unfunded Approvals,
no further Floorplan Loan Advances shall be made.”

    


    4.6.         Total Aggregate Facility
Limit.  Section 3.6 of the Loan Agreement is deleted and
replaced with the following:

    


    “3.6.      Total Aggregate Facility
Limit.  Notwithstanding the Commitments herein or anything else
contained in this Agreement or any of the other Loan Documents to the contrary,
Borrower, Administrative Agent and each Lender acknowledge and agree that at no
time shall the Aggregate Revolving Loan, the Swingline Loan, the Aggregate
Floorplan Loan, the Interim Floorplan Loan, the Letter of Credit Exposure and
all unfunded Approvals, exceed Eighty Million Dollars ($80,000,000) in the
aggregate (the “Total Aggregate Facility Limit”).”



    
      
         


      

      
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    4.7.         Prime Increments and LIBOR
Increments.   The chart in Section 4.8 of the Loan
Agreement is deleted in its entirety and replaced with the
following:


    


    
      	
              “Total
      Funded Indebtedness to EBITDA (calculate as set forth
    herein)

            	 	
              Revolving
      Loans and Swingline Loans LIBOR Increment

            	 	
              Floorplan
      Loans LIBOR Increment

            	 	
              Base
      Rate Increment for Revolving Loans and Swingline Loans

            	 	
              Base
      Rate Increment for Floorplan Loans

            
	
              less
      than or equal to 2.75:1.00 but greater than 2.50:1.00

            	 	
              3.00%

            	 	
              as
      agreed to between Administrative Agent and each Lender

            	 	
              1.00%

            	 	
              as
      agreed to between Administrative Agent and each Lender

            
	
              less
      than or equal to 2.50:1.00 but greater than 2.00:1.00

            	 	
              2.75%

            	 	
              as
      agreed to between Administrative Agent and each Lender

            	 	
              0.75%

            	 	
              as
      agreed to between Administrative Agent and each Lender

            
	
              (A)
      less than or equal 2.00:1.00 but greater than or equal to 1.00:1.00 OR (B)
      less than 1.00:1.00 and Borrower’s quarterly volume for the preceding
      quarter for the Floorplan Loan Facility is less than
      $30,000,000

            	 	
              2.50%

            	 	
              as
      agreed to between Administrative Agent and each Lender

            	 	
              0.50%

            	 	
              as
      agreed to between Administrative Agent and each Lender

            
	
              (i)
      less than 1.00:1.00 AND (ii)
      Borrower’s quarterly volume for the preceding quarter for the Floorplan
      Loan Facility is greater than or equal to $30,000,000

            	 	
              2.00%

            	 	
              as
      agreed to between Administrative Agent and each Lender

            	 	
              0.00%

            	 	
              as
      agreed to between Administrative Agent and each
  Lender

            


    

    


    4.8.         Computation.   Section
4.11 of the Loan Agreement is deleted in its entirety and replaced with the
following:

    


    “4.11.   
Computation.  Interest shall be computed for the actual days
elapsed over a year deemed to consist of 360 days for all LIBOR Loans and all
Base Rate Loans.  The Base Rate and the LIBOR Rate that are Revolving
Loans will be determined by Administrative Agent before the initial Advance on
the Effective Date and with respect to Base Rate Loans that are Revolving Loans,
on each Business Day thereafter when the Base Rate changes, and with respect to
LIBOR Rate Loans that are Revolving Loans each week.  Interest rates
that are based on the LIBOR Rate and the Base Rate shall change simultaneously
with any change as determined in the preceding sentence in the LIBOR Rate or
Base Rate, as the case may be, and shall be effective for the entire day on
which such change becomes effective.”

    


    4.9.         
Maturity.  Section
6.1.2.3 of the Loan Agreement is deleted in its entirety and replaced with the
following:

    


    “6.1.2.3  Maturity.  Borrower
shall repay the entire amount of the Aggregate Revolving Loan on June 25, 2009
and Borrower shall repay the entire amount of the Swingline Loan on demand, or
if no demand is made, on June 25, 2009, and plus at such time, payment of cash
collateral satisfactory to Administrative Agent as security for Borrower’s
obligation to reimburse the Letter of Credit Issuer for 105% of all draws and
expenses under all outstanding Letters of Credit.  Borrower shall
repay the entire amount of the Aggregate Floorplan Loan and the Interim
Floorplan Loan on the date as provided in Section 3.2.7 or specified elsewhere
in this Agreement or if no demand is made as set forth in Section 3.2.7 or
elsewhere in this Agreement, then on June 25, 2011 (such date being, the
“Floorplan Loan Maturity Date”), plus cash collateral equal to 100% of any
unfunded Approvals, in which case such Approvals shall be otherwise paid in
accordance with the applicable Statements of Transaction.”


    
      
         


      

      
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    4.10.       
Eligibility of
Collateral.   Section 11.46 of the Loan Agreement is
deleted in its entirety and replaced with the following:

    


    “11.46.   Eligibility
of Collateral.  Each Account (including, without limitation,
each Unbilled Service Account) which Borrower, expressly or by implication,
requests Administrative Agent to classify as an Eligible Account or Eligible
Unbilled Service Account, as the case may be, will, as of the time when such
request is made, conform in all respects to the requirements of such
classification set forth in the definition of Eligible Accounts or Eligible
Unbilled Service Accounts, as the case may be.”

    


    4.11.        Borrowing Base
Certificate.   Section 13.14.1 of the Loan Agreement is
deleted in its entirety and replaced with the following:

    


    “13.14.1.  Borrowing Base
Certificate.  On the Effective Date and periodically
thereafter, but not less often than monthly delivered within 15 days following
the end of each fiscal month, a Borrowing Base Certificate in substantially the
form of Exhibit 13.14.1 duly completed and signed by the Chief Financial Officer
or other Borrowing Officer of the Borrowing Agent.  If there is an
Existing Default, Borrower shall provide a Borrowing Base Certificate at least
weekly and more often if so requested by Administrative Agent in its sole and
absolute discretion.  Each Borrowing Base Certificate shall be in the
form attached hereto as Exhibit 13.14.1.  The Borrowing Base
Certificate shall also show the aggregate amount of Account and Eligible
Accounts of Pomeroy Select Integration Solutions, Inc.  The Borrowing
Base Certificate shall also show all Eligible Unbilled Service Accounts, and
shall have attached thereto, the “Trade Accrual GL # 1103” (from Borrower’s
general ledger report), specifically identified as the “Recruitmax Accrual
Report.””

    


    4.12.         Distributions.   Section
14.10 of the Loan Agreement is deleted in its entirety and replaced with the
following (and the parties hereto acknowledge that all of Section 14.10 is being
restated, although only Section 14.10.1 has been modified):

    


    “14.10.   Distributions.  Directly
or indirectly declare or make, or incur any liability to make, any Distribution
to any Person except:

    


    14.10.1.   If (A)
there is no Existing Default and no Default or Event of Default is reasonably
likely to occur from any such Distribution, and (B) the Maximum Available Amount
plus the Dollar amount of all cash on the Borrower’s balance sheet minus the
then-outstanding Revolving Loans, exceeds Twenty Five Million Dollars
($25,000,000) (both before and after giving effect to any such Distribution), up
to Ten Million Dollars ($10,000,000) in the aggregate per calendar year in one
or more series of transactions  (excluding any redemption of Preferred
Capital Stock, which is covered exclusively in Section 14.10.2) of
Distributions, and for the period from June 25, 2008 through and including June
25, 2009, up to Ten Million Dollars ($10,000,000) in the aggregate for all
Distributions during such period.

    


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


    
      
         


      

      
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    4.13.        Minimum Tangible Net
Worth.   For all reporting periods after June 25, 2008,
Section 15.2 of the Loan Agreement is deleted in its entirety and replaced with
the following:

    


    “15.2.    
 Minimum Tangible Net
Worth.  Each Borrower covenants that Tangible Net Worth on the
last day of each fiscal quarter shall be no less than (i) for the fiscal
quarters ending July 5, 2008 and October 5, 2008, as of the last day of each
such fiscal quarter, not less than Sixty Five Million Dollars ($65,000,000), and
(ii) for the fiscal quarter ending January 5, 2009, and as of any fiscal quarter
end thereafter, as of the last day of each such fiscal quarter, no less than
Seventy Million Dollars ($70,000,000).”

    


    4.14.      
Removal of Maximum Net Loss After Tax Covenant . 

    For all
reporting periods after June 25, 2008, Section 15.3 of the Loan Agreement is
deleted in its entirety and replaced with the following:

    


    “15.3.      Intentionally
Omitted.  Intentionally Omitted.”

    


    4.15.       Fixed
Charges.   For all reporting periods after June 25, 2008,
Section 15.4 of the Loan Agreement is deleted in its entirety and replaced with
the following:

    


    “15.4.     Minimum Fixed Charge
Coverage.  Each Borrower covenants that the ratio of Borrower’s
EBITDA calculated as of the day of each fiscal quarter for the four fiscal
quarter then ended, to Fixed Charges, calculated as of the last day of each
fiscal quarter for the four fiscal quarter period then ended, shall be no less
than the ratio specified below; provided, however, for the October 5, 2008
calculation, the components of such ratio (other than the payments in clause
(ii) of the definition of Fixed Charges) shall be calculated only for such
fiscal quarter end on an annualized basis, for the January 5, 2008 calculation,
the components of such ratio (other than the payments in clause (ii) of the
definition of Fixed Charges) shall be calculated only for the two most recent
fiscal quarters ended on an annualized basis, and for the April 5, 2009
calculation, the components of such ratio (other than the payments in clause
(ii) of the definition of Fixed Charges) shall be calculated only for the three
most recent fiscal quarters ended on an annualized basis:

    


    
      	
              Four
      Fiscal Quarter period ending on the following dates (unless another period
      is noted above):

            	 	
              Minimum
      Fixed Charge Coverage Ratio

            
	
              October
      5, 2008

            	 	
              1.25:1.00

            
	
              January
      5, 2009

            	 	
              1.25:1.00

            
	
              April
      5, 2009

            	 	
              1.50:1.00”

            


    

    


    4.16.        Maximum
Total Funded Indebtedness to EBITDA. For all
reporting periods after June 25, 2008, Section 15.5 of the Loan Agreement is
deleted in its entirety and replaced with the following:

    


    “15.5.      Maximum Total Funded Indebtedness to
EBITDA.  Each Borrower covenants that the ratio of Total Funded
Indebtedness as of the last day of any fiscal quarter, to EBITDA, calculated as
of the last day of each fiscal quarter for the four fiscal quarter period then
ended, shall be no greater than the ratio specified below; provided, however for
the October 5, 2008 calculation, the EBITDA component of such ratio shall be
calculated only for such fiscal quarter end on an annualized basis, for the
January 5, 2008 calculation, the EBITDA component of such ratio shall be
calculated only for the two most recent fiscal quarters ended on an annualized
basis, and for the April 5, 2009 calculation, the EBITDA component of such ratio
shall be calculated only for the three most recent fiscal quarters ended on an
annualized basis:


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
              Four
      Fiscal Quarter period ending on the following dates (unless another period
      is noted above):

            	 	
              Maximum
      Total Funded Indebtedness to EBITDA

            
	
              October
      5, 2008

            	 	
              2.75:1.00

            
	
              January
      5, 2009

            	 	
              2.75:1.00

            
	
              April
      5, 2009

            	 	
              2.75:1.00”

            


    

    


    4.17.       
Termination Fee.  Section
18.15.1 of the Loan Agreement is deleted in its entirety and replaced with the
following:

    


    “18.15.1.   Termination
Fee.  Borrower may terminate no less than all of the
Commitments at any time prior to the Revolving Loan Maturity Date
upon:  (a) at least 60 days written notice to Administrative
Agent; (b) payment to Administrative Agent of all Loan Obligations; and
(c) the one-time payment of an amount as follows, if applicable, to the
Administrative Agent for the pro-rata benefit of the Lenders (such payment being
the “Termination Fee”):

    


    
      	
              Date
      of Termination

            	 	
              Percent
      of Aggregate

               Commitments

            	 
	 
      	 	 	 
	
              Revolving
      Loan Maturity Date

            	 	$	250,000	 
	 
      	 	 	 	 


    

    


    Notwithstanding
the foregoing, (i) if the Lenders are replaced and the Loan Obligations are
fully and indefeasibly paid in cash by a new bank group providing comparable
financing (including a similar floorplan line of credit) and if Pomeroy IT
Solutions, Inc. is no longer publicly-traded, and GE Commercial Distribution
Finance Corporation is the lead agent for any such new bank group, then the
foregoing Termination Fee shall be waived, and (ii) if the Required Lenders
elect to terminate the Commitments as set forth in Section 3.5, and if the
Borrower fully and indefeasibly pays the Loan Obligations in cash within
90 days of its receipt of such termination notice, then the Termination Fee
shall be waived.

    


    In
addition, (i) if the Aggregate Floorplan Loan volume plus, without duplication,
the Interim Floorplan Loan volume for the period July 1, 2008 through October
31, 2008 is greater than $40,000,000, then the Termination Fee shall be reduced
by $33,333.00, (ii) if the Aggregate Floorplan Loan volume plus, without
duplication, the Interim Floorplan Loan volume for the period November 1, 2008
through January 31, 2009 is greater than $40,000,000, then the Termination Fee
shall be reduced by an additional $33,333.00, and (iii) if the Aggregate
Floorplan Loan volume plus, without duplication, the Interim Floorplan Loan
volume for the period February 1, 2009 through April 30, 2009 is greater than
$40,000,000.00, then the Termination Fee shall be reduced by an additional
$33,333.00.”


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    4.18.       
Existing Definitions:  Account and Floorplan Inventory
Value.  The
definition of Account and the definition of Floorplan Inventory Value in Exhibit
2.1 to the Credit Agreement are deleted in their entirety, respectively, and
replaced, respectively, with the following:

    


    “Account -- as to any Person, the
right of such Person to payment for goods sold or leased or for services
rendered by such Person, including, without limitation, all Unbilled Service
Accounts, but excluding Lease-in-Process Inventory.”

    


    “Floorplan
Inventory Value
-- means the sum of one hundred percent (100%) of the total aggregate
wholesale invoice price of all of Borrower’s Inventory (other than “service
Inventory”) and fifty percent (50%) of the total aggregate invoice price of all
of Borrower’s “service Inventory” (or such lesser percentage as determined by
Administrative Agent pursuant to appraisals and/or exams), in each case with
respect to the foregoing, financed under the Floorplan Loan Facility and the
Interim Floorplan Loan Facility in which Administrative Agent has a first
priority, perfected Security Interest (subject to no other Security Interest)
that is unsold and not leased by Borrower and is in Borrower’s possession and
control as of the date of determination, less the amount of any such Inventory
reported by the Borrower (if the Borrower is required by the Administrative
Agent or the Required Lenders to report) as demonstration items or Inventory
that is obsolete or otherwise unmerchantable and less the amount of any such
Inventory that has been in the possession or control of any Borrower for more
than 180 days.”

    


    4.19.       
New Definitions. The
following definitions are added to Exhibit 2.1 to the Loan Agreement in
alphabetical order as follows:

    


    “Eligible Unbilled Service Accounts
is defined in Section 3.1.6.”

    


    “Unbilled Service Accounts
means all unbilled Accounts listed under Trade Accrual GL # 1103 (Borrower’s
general ledger), specifically identified as the Recruitmax Accrual
Report.”

    


    4.20.      
 Exhibit 3.
The
existing Exhibit 3 attached to the Loan Agreement is deleted and replaced with
the Exhibit 3 attached hereto as Exhibit
C.

    


    4.21.       
Schedule II to the Compliance Certificate. The
existing Schedule II to the Compliance Certificate attached to the Loan
Agreement is deleted and replaced with the Schedule II to the Compliance
Certificate attached hereto as Exhibit D.


    


    5.      
      Representations and Warranties of
Borrower.   Each Borrower hereby represents and warrants
to Administrative Agent and Lender that (i) such Borrower’s execution of this
Agreement has been duly authorized by all requisite action of such Borrower,
(ii) no consents are necessary from any third parties for such Borrower’s
execution, delivery or performance of this Agreement, (iii) this Agreement, the
Loan Agreement, and each of the other Loan Documents, constitute the legal,
valid and binding obligations of Borrower enforceable against Borrower in
accordance with their terms, except to the extent that the enforceability
thereof against Borrower may be limited by bankruptcy, insolvency or other laws
affecting the enforceability of creditors rights generally or by equity
principles of general application, (iv) except as disclosed on the disclosure
schedule attached to the Loan Agreement and attached hereto as Exhibit B, all of the
representations and warranties contained in Section 11 of the Loan Agreement are
true and correct with the same force and effect as if made on and as of the date
of this Agreement, and (v) after giving effect to this Agreement, there is no
Existing Default.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    6.         
   Customer Identification - USA PATRIOT
Act Notice.   Administrative Agent and Lender hereby
notifies the Borrowers and each other Covered Person that, pursuant to the
requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into
law October 26, 2001 (as amended from time to time (including any successor
statute) and together with all rules promulgated thereunder, collectively, the
“Act”), it is required to obtain, verify and record information that identifies
the Borrowers and each other Covered Person, which information includes the name
and address of the Borrowers and each other Covered Person and other information
that will allow Administrative Agent and Lender to identify the Borrowers and
each other Covered Person in accordance with the Act.

    


    7.          
  Reaffirmation.   Each
Borrower hereby represents, warrants, acknowledges and confirms that (i) except
as specifically modified by the terms of this Agreement, the Loan Agreement and
the other Loan Documents remain in full force and effect as amended by this
Agreement, (ii) such Borrower has no defense to its obligations under the Loan
Agreement and the other Loan Documents, and the Loan Obligations are due and
owing to the Administrative Agent and Lender without setoff or counterclaim,
(iii) the Security Interests of the Administrative Agent (held for the ratable
benefit of the Lenders) under the Security Documents secure all the Loan
Obligations, are reaffirmed in all respects, continue in full force and effect,
have the same priority as before this Agreement, and are not impaired or
extinguished in any respect by this Agreement, and (iv) such Borrower has no
claim against Administrative Agent or any Lender arising from or in connection
with the Loan Agreement or the other Loan Documents and any such claim is hereby
irrevocably waived and released and discharged forever.  Until the
Loan Obligations are paid in full in cash and all obligations and liabilities of
each Borrower under this Agreement and the Loan Documents are performed and paid
in full in cash, each Borrower agrees and covenants that they are respectively
bound by the covenants and agreements set forth in the Loan Agreement, Loan
Document and in this Agreement.  The Borrowers hereby ratify and
confirm the Loan Obligations.  This Agreement does not create or
constitute, and is not, a novation of the Loan Agreement and the other Loan
Documents.

    


    8.       
     Release.   As a
material part of the consideration for Administrative Agent and Lender entering
into this Agreement, each Borrower, jointly and severally, for themselves and
their officers, directors, employees and agents (collectively “Releasor”) hereby
forever releases, forever waives and forever discharges Administrative Agent,
each Lender, and Administrative Agent’s and Lender’s predecessors, successors,
assigns, officers, managers, directors, shareholders, employees, agents,
attorneys, representatives, parent corporations, subsidiaries, and affiliates
(hereinafter all of the above collectively referred to as “Administrative Agent
and Lender Group”), jointly and severally, from any and all claims,
counterclaims, demands, damages, debts, agreements, covenants, suits, contracts,
obligations, liabilities, accounts, offsets, rights, actions, and causes of
action of any nature whatsoever, including, without limitation, all claims,
demands, and causes of action for contribution and indemnity, whether arising at
law or in equity, and whether arising under, arising in connection with, or
arising from, the Loan Agreement, and the other Loan Documents or otherwise,
whether presently possessed or possessed in the future, whether known or
unknown, whether liability be direct or indirect, liquidated or unliquidated,
whether presently accrued or to accrue hereafter, whether absolute or
contingent, foreseen or unforeseen, and whether or not heretofore asserted,
which Releasor may have or claim to, have against any of Administrative Agent
and Lender Group.

    


    9.           
 Governing
Law.   This Agreement has been executed and delivered in
St. Louis, Missouri, and shall be governed by and construed under the laws of
the State of Missouri without giving effect to choice or conflicts of law
principles thereunder.

    


    10.           Section
Titles.   The section titles in this Agreement are for
convenience of reference only and shall not be construed so as to modify any
provisions of this Agreement.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    11.    
     Fees and
Expenses.   Borrower shall promptly pay to Administrative
Agent all fees, expenses and other amounts owing to Administrative Agent under
the Loan Agreement and the other Loan Documents upon demand, including, without
limitation, all reasonable fees, costs and expenses incurred by Administrative
Agent in connection with the preparation, negotiation, execution, and delivery
of this Agreement, but excluding costs and expenses incurred by Administrative
Agent in performing periodic field exams if such field exams are performed while
there is no Existing Default.

    


    12.    
     Counterparts; Facsimile
Transmissions.   This Agreement may be executed in one or
more counterparts and on separate counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  Signatures to this Agreement may be given by facsimile or
other electronic transmission, and such signatures shall be fully binding on the
party sending the same.

    


    13.       
   Incorporation By
Reference.   Administrative Agent, Lender and Borrower
hereby agree that all of the terms of the Loan Documents are incorporated in and
made a part of this Agreement by this reference.  This Agreement is a
Loan Document.

    


    14.          
Notice—Insurance. 

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

    


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

    


    15.          
Notice—Oral Commitments Not Enforceable. 

    The
following notice is given pursuant to Sections 432.045 and 432.047 of the
Missouri Revised Statutes; nothing contained in such notice shall be deemed to
limit or modify the terms of the Loan Documents:

    


    ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT
IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND
US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.

    


    


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


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Agreement has been duly executed as of the date first
above written.

    


    POMEROY
IT SOLUTIONS, INC.

    (formerly
known as, Pomeroy Computer Resources, Inc.,

    as
successor by merger with Val Tech Computer Systems, Inc.)

    


    
      	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              POMEROY
      SELECT INTEGRATION SOLUTIONS, INC.

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              POMEROY
      STAFFING SOLUTIONS, LLC

            
	
              (formerly,
      prior to conversion, Pomeroy Select Advisory Services,
    Inc.)

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              POMEROY
      IT SOLUTIONS SALES COMPANY, INC.

            
	
              (formerly
      known as, Pomeroy Computer Resources Sales Company, Inc., and as
      successor by merger with TheLinc, LLC and as successor by merger with
      Micrologic Business Systems of K.C., LLC)

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              POMEROY
      COMPUTER RESOURCES HOLDING COMPANY, INC.

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 


    

    


    {remainder
of page intentionally left blank; signatures continue}


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    POMEROY
COMPUTER RESOURCES OPERATIONS, LLP

    


    
      	
              By:
      Pomeroy IT Solutions, Inc., its partner

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              PCR
      HOLDINGS, INC.

            
	
              (formerly
      known as, Technology Integration Financial Services,
  Inc.)

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              PCR
      PROPERTIES, LLC

            
	
              (formerly,
      prior to conversion, PCR Properties, Inc.,

            
	
              and
      prior to such conversion, formerly known as, T.I.F.S. Advisory Services,
      Inc.)

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              ALTERNATIVE
      RESOURCES CORPORATION

            
	
              (as
      successor by merger with Pomeroy Acquisition Sub, Inc.)

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              ARC
      SERVICE, INC.

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 


    

    


    {remainder
of page intentionally left blank; signatures continue}


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    
      	
              ARC
      STAFFING MANAGEMENT LLC

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              ARC
      SHARED SERVICES LLC

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              ARC
      TECHNOLOGY MANAGEMENT LLC

            	 
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              ARC
      SOLUTIONS, INC.

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
              ARC
      MIDHOLDING, INC.

            
	 
      	 
      	 
	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 


    

    


    {remainder
of page intentionally left blank; signatures continue}


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    GE
COMMERCIAL DISTRIBUTION FINANCE CORPORATION,

     formerly
known as Deutsche Financial Services Corporation,

     as
Administrative Agent and as Lender

    


    
      	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 


    

    


    


    {end
of signatures}


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Documents and
Requirements

    


    


    
      	
              1.

            	
              Amendment
      No. 6 to Amended and Restated Credit Facilities Agreement executed by
      Borrower and Lender.

            


    

    


    
      	
              2.

            	
              Ninth
      Amended and Restated Revolving Note payable to GE Commercial Distribution
      Finance Corporation.

            


    

    


    
      	
              3.

            	
              Secretary’s
      Certificate (certifying resolutions) for each of the
      following:

            


    

    


    
      	
               
      

            	
              a)

            	
              Pomeroy
      IT Solutions, Inc. (formerly known as, Pomeroy Computer Resources, Inc.,
      and as successor by merger with Val Tech Computer Systems,
      Inc.),

            


    

    
      	
               
      

            	
              b)

            	
              Pomeroy
      Select Integration Solutions, Inc.,

            


    

    
      	
               
      

            	
              c)

            	
              Pomeroy
      IT Solutions Sales Company, Inc. (formerly known as, Pomeroy Computer
      Resources Sales Company, Inc., and as successor by merger with TheLinc,
      LLC and as successor by merger with Micrologic Business Systems of K.C.,
      LLC),

            


    

    
      	
               
      

            	
              d)

            	
              Pomeroy
      Computer Resources Holding Company,
Inc.,

            


    

    
      	
               
      

            	
              e)

            	
              PCR
      Holdings, Inc. (formerly known as, Technology Integration Financial
      Services, Inc.),

            


    

    
      	
               
      

            	
              f)

            	
              Alternative
      Resources Corporation, a Delaware corporation (as successor by merger with
      Pomeroy Acquisition Sub, Inc.),

            


    

    
      	
               
      

            	
              g)

            	
              ARC
      Service, Inc., a Delaware
corporation,

            


    

    
      	
               
      

            	
              h)

            	
              ARC
      Solutions, Inc., a Delaware corporation,
and

            


    

    
      	
               
      

            	
              i)

            	
              ARC
      Midholding, Inc., a Delaware
corporation

            


    

    


    
      	
              4.

            	
              Secretary’s
      Certificate (certifying resolutions) for Pomeroy Computer Resources
      Operations, LLP

            


    

    


    
      	
              5.

            	
              Member’s
      Certificate (certifying resolutions)
for:

            


    

    
      	
               
      

            	
              a)

            	
              ARC
      Staffing Management LLC, a Delaware limited liability
    company,

            


    

    
      	
               
      

            	
              b)

            	
              ARC
      Shared Services LLC, a Delaware limited liability
  company,

            


    

    
      	
               
      

            	
              c)

            	
              ARC
      Technology Management LLC, a Delaware limited liability
      company,

            


    

    
      	
               
      

            	
              d)

            	
              Pomeroy
      Staffing Solutions, LLC (formerly, prior to conversion, Pomeroy Select
      Advisory Services, Inc., and after conversion, formerly Pomeroy Select
      Advisory Services, LLC), and

            


    

    
      	
               
      

            	
              e)

            	
              PCR
      Properties, LLC (formerly, prior to conversion, PCR Properties, Inc., and
      prior to such conversion, formerly known as, T.I.F.S. Advisory Services,
      Inc.).

            


    

    


    
      	
              6.

            	
              Payment
      of Sixth Amendment Fee.

            


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    Exhibit
B

    


    Supplemental Disclosure
Schedule

    


    


    NONE


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    Exhibit
C

    


    EXHIBIT
3

    


    


    Subject to the Total
Aggregate Facility Limit

    


    


    
      	
              LENDER

            	 	
              TOTALS

            	 	 	
              REVOLVING
      LOAN COMMITMENT

            	 	 	
              FLOORPLAN
      LOAN FACILITY

            	 	 	
              PRO-RATA

              SHARES

            	 
	
              GE
      Commercial Distribution Finance Corporation

            	 	$	80,000,000.00	 	 	$	80,000,000.00	 	 	$	80,000,000.00	 	 	 	100.000000	%
	
              AGGREGATES

            	 	$	80,000,000.00	 	 	$	80,000,000.00	 	 	$	80,000,000.00	 	 	 	100.000000	%


    

    

      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    Exhibit
D

    


    SCHEDULE II TO COMPLIANCE
CERTIFICATE

    


    Note:
the text of Section 15 of the Loan Agreement controls over any difference
between this certificate and Section 15 of the Loan
Agreement.   Reference should be made to the Loan Agreement for
more specific instructions regarding the calculation periods and how the
components of the financial covenants should be calculated.

    


    Note:
Borrower shall also include the calculation necessary for the calculations in
Section 4.8 (see Item VI below).

    


    


    All
calculations done in accordance with GAAP on a consolidated basis, in accordance
with the provisions of the Credit Facilities Agreement and are based on the
period ended __________________.

    


    


    
      	
              I.

            	
              Minimum Tangible Net
      Worth

            	 	 	 
	 
      	 
      	 
      	 
      	 
      	 	 	 
	 
      	
              A.

            	
              Actual
      Tangible Net Worth required as of the end of the fiscal
      quarter

            	
              $

            	 	 	 
	 
      	 
      	 
      	 
      	 
      	 	 	 
	 
      	
              B.

            	
              Minimum
      Tangible Net Worth required by Section 15.2

            	
              $

            	 	 	 
	 
      	 	 	 
	 
      	 	 	 
	
              II

            	
              Minimum
      Fixed Charge Coverage Ratio (note:
      certain quarters are not rolling 12 months)

            	 	 	 
	 
      	 	 	 
	 
      	
              A.

            	
              EBITDA
      (for preceding 4 fiscal quarters) (see Item IIIB(ix))

            	
              $

            	 	 	 
	 
      	 	 	 
	 
      	
              B.

            	
              (i)

            	
              Interest
      Expense

            	
              $

            	 	 	 
	 
      	 
      	
              (ii)

            	
              scheduled
      principal payments on long term Indebtedness (but excluding all scheduled
      principal payments on the Subordinated Indebtedness)

            	
              $

            	 	 	 
	 
      	 
      	
              (iii)

            	
              federal,
      state and local income taxes paid in cash

            	
              $

            	 	 	 
	 
      	 
      	
              (iv)

            	
              Capital
      Expenditures (excluding permitted expenditures for Permitted Acquisitions
      or acquisitions otherwise consented to in writing by Required
      Lenders)

            	
              $

            	 	 	 
	 
      	 
      	
              (v)

            	
              dividends
      and distributions paid or declared

            	
              $

            	 	 	 
	 
      	 
      	
              (vi)

            	
              the
      sum of all scheduled payments under all Capital Leases for the four (4)
      preceding fiscal quarters

            	
              $

            	 	 	 
	 
      	 
      	
              (vii)

            	
              Sum
      of items (i) through (vi) is Fixed Charges

            	
              $

            	 	 	 
	 
      	 
      	 
      	 
      	 
      	 	 	 
	 
      	
              C.

            	
              Ratio
      of Item IIA to Item IIB(vii)

            	
               

            	 	 	 
	 
      	 
      	 
      	 
      	 
      	 	 	 
	 
      	
              D.

            	
              Minimum
      ratio permitted by Section 15.4

            	
               

            	 	 	 to
      1.00
	 
      	 
      	 
      	 
      	 
      	 	 	 
	 
      	 
      	 
      	 
      	 
      	 	 	 
	
              III.

            	
              Maximum
      Total Funded Indebtedness to EBITDA (note:
      certain quarters are not rolling 12 months) --ALSO
      TO BE USED FOR SECTION 4.8

            	 	 	 
	 
      	 
      	 
      	 
      	 
      	 	 	 
	 
      	
              A.

            	
              Total
      Funded Indebtedness (see definition in Section 15.1)

            	
              $

            	 	 	 


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              B.

            	
              EBITDA
      (for preceding 4 fiscal quarters)

            	 
      	 	 	 
	 
      	 
      	
              (see
      definition of EBITDA in Section 15.1)

            	 
      	 	 	 
	 
      	 
      	
              (i)

            	
              Net
      Income

            	
              $

            	 	 	 
	 
      	 
      	
              (ii)

            	
              Interest
      Expense

            	
              $

            	 	 	 
	 
      	 
      	
              (iii)

            	
              income
      tax expense

            	
              $

            	 	 	 
	 
      	 
      	
              (iv)

            	
              depreciation
      expense

            	
              $

            	 	 	 
	 
      	 
      	
              (v)

            	
              amortization
      expense

            	
              $

            	 	 	 
	 
      	 
      	
              (vi)

            	
              Restricted
      Stock & Stock Option Stock non-Cash Compensation costs required to be
      expensed per SFAS 123R

            	
              $

            	 	 	 
	 
      	 
      	
              (vii)

            	
              extraordinary
      losses in such period

            	
              $

            	 	 	 
	 
      	 
      	
              (viii)

            	
              extraordinary
      gains and income unrelated to continuing operations in such
      period

            	
              $

            	 	 	 
	 
      	 
      	
              (ix)

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

            	
              $

            	 	 	 
	 
      	 
      	 
      	 
      	 
      	 	 	 
	 
      	
              C.

            	
              Ratio
      of Item IIIA to Item IIIB(ix)

            	
               

            	 	 	 
	 
      	 
      	 
      	 
      	 
      	 	 	 
	 
      	
              D.

            	
              Maximum
      ratio permitted by Section 15.5

            	
               

            	 	 	 to
      1.00


    

     

     

    21